<PAGE>   1



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-K


[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 1997

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 0-15383

                                 CEM CORPORATION
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

         North Carolina                                 56-1019741
--------------------------------------------------------------------------------
    (State of Incorporation)                (I.R.S. Employer Identification No.)

                    3100 Smith Farm Road, Matthews, NC 28105
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

               Post Office Box 200, Matthews, North Carolina 28106
--------------------------------------------------------------------------------
                (Mailing address of principal executive offices)

Registrant's telephone number, including area code:  (704) 821-7015

Securities Registered Pursuant to Section 12(b) of the Act:  

                                      NONE

Securities Registered Pursuant to Section 12(g) of the Act:  

                          $.05 par value Common Stock
                           ---------------------------
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes  X  No
                                       ---    ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The aggregate market value of shares of the Registrant's $.05 par value Common
Stock, its only outstanding class of voting stock, held by non-affiliates as of
September 8, 1997, was $28,986,124. The number of issued and outstanding shares
of the Registrant's $.05 par value Common Stock, its only outstanding class of
Common Stock, as of September 8, 1997, was 3,485,997 shares.

Portions of the CEM Corporation Annual Report to Shareholders for the fiscal
year ended June 30, 1997 are incorporated by reference into Parts I and II.
Portions of the Proxy Statement for the Annual Meeting of Shareholders to be
held November 6, 1997 are incorporated by reference into Part III.


<PAGE>   2


PART I

ITEM 1 - BUSINESS

General

     The Registrant engages in one line of business, the development,
manufacture, sale and service of microwave-based instrumentation for testing,
analysis and process control in analytical laboratory and industrial markets.
These sample preparation products provide advantages of speed and simplicity
compared to traditional methods of testing and analysis. The Registrant's
products are used in the general analytical laboratory market and in many
manufacturing and processing industries, including chemical and food processing.
A significant amount of the Registrant's sales consists of consumable supplies,
parts and service for its instrumentation. The Registrant was organized as a
North Carolina corporation in 1971.

Products

     Microwave Digestion Systems. The Microwave Digestion System and related
accessories accounted for approximately 29%, 35% and 34% of the Registrant's
consolidated sales in 1997, 1996 and 1995, respectively. This product is a
microwave heating system designed especially for use in the digestion of samples
for laboratory analysis. It performs a rapid dissolution of samples in acid in a
closed vessel system and is sold to the analytical laboratory market.

     The MARS (Microwave Accelerated Reaction System) System, which is the next
generation of the Microwave Digestion System, performs a rapid dissolution of
samples in acid in a closed vessel system and was nearing completion of
development in fiscal 1997. This System permits higher pressures to be used
safely and provides greater measurement data for control of the instrument.
Commercial introduction of the MARS System is expected in the second quarter of
fiscal 1998.

     Moisture/Solids Analyzer. The Moisture/Solids Analyzer and related
accessories accounted for approximately 19%, 18% and 21% of the Registrant's
consolidated sales in 1997, 1996 and 1995, respectively. This product performs
percent moisture or percent solids measurement in process control monitoring,
quality control and product development in a variety of industries, including
chemical processing, pharmaceuticals, food and dairy products, tobacco,
textiles, paint and coatings, pulp and paper, water and wastewater treatment.

     Microwave Ashing System. The Microwave Ashing System uses microwave energy
to rapidly oxidize a sample to determine the ash (metal oxide) content. This
product is primarily sold to the analytical laboratory market and petrochemical
industry.

     STAR System. The STAR system, which incorporates temperature control and
reagent (acid) addition, is an open cavity microwave heating system designed
initially for use in the digestion of samples for laboratory analysis. It
performs a rapid dissolution of samples and is sold to the food, polymer,
petroleum and chemical industries. The Registrant is in investigating
applications of the STAR System in the semiconductor industry and the food
industry for protein testing.

     Fat Analyzer System. The Registrant manufactures an automatic extraction
unit which is used in conjunction with the Moisture/Solids Analyzer to form the
Fat Analyzer System. This product measures the fat content of a variety of
samples and is sold primarily to meat processing and other food industries.

     ProFat 2 System. The Pro Fat 2 System is a microwave based instrument that
provides rapid moisture fat and protein results on most meat products, without
solvents. The product is sold primarily to companies processing beef, poultry
and pork products that require a rapid result for process control purposes and
companies which utilize non solvent-based instruments for product analysis. The
ProFat 2 System was introduced in the first quarter of fiscal 1998.

     Microwave Extraction System. The Microwave Extraction System uses microwave
energy to rapidly heat solvents to high temperatures. These elevated
temperatures reduce the time necessary to extract organic compounds from solid
matrices. This product uses a unique temperature control system and multiple
safety devices to ensure both rapid and safe sample preparation. This product is
a cost effective alternative to traditional solvent extraction due to its high
recoveries and significantly reduced solvent usage. The Microwave Extraction
System is marketed under the trade name, MES 1000. Sales of the MES 1000 will be
limited in the United States until the U.S. Environmental Protection Agency
approves the use of microwave-based instruments as an alternative method for
extraction.

     SpectroPrep System. The SpectroPrep System, which is sold on an
intermittent basis, is a fully automated microwave heating system using a
continuous flow-through process to digest samples for laboratory analysis.
Initial uses of the system include environmental, chemical and agricultural
applications.


                                       2
<PAGE>   3

Marketing and Sales

     The Registrant's marketing and sales strategy is based on identifying
applications for its products and providing its customers with prompt and
effective technical and applications support.

     The Registrant's marketing strategy utilizes telemarketing, direct mail,
trade show demonstrations, articles, studies and trade journal advertising,
product releases, seminars and extensive use of the Registrant's applications
laboratory to develop specific testing applications for potential and existing
customers.

     Sales in the U.S. are generated by full-time sales personnel through sales
and service locations throughout the country. Sales are conducted through direct
selling efforts including on-site demonstrations. Sales and service
representatives provide installation and training of production and laboratory
personnel. Sales representatives are paid a base salary, commissions and/or
other incentive compensation.

     The Registrant's applications laboratory provides technical assistance to
customers and potential customers in developing new and improved applications
and related procedures. The applications laboratory performs tests in its
facility in North Carolina and provides the results to customers.

     The Registrant's foreign sales are conducted through independent dealers
throughout the world and the Registrant's subsidiaries in England, Germany and
Italy. Foreign sales are primarily to customers in Europe, Asia and Latin
America. Foreign sales accounted for 46%, 46% and 42% of net sales in fiscal
1997, 1996 and 1995, respectively.

Research and Development

     The Registrant invests heavily in the research and development of potential
new products, product improvements and enhancements, and applications research
for existing products. For fiscal 1997, 1996 and 1995, research and development
expense was $2,742,000, $2,891,000 and $2,605,000, respectively.

     The Company's product development using certain proprietary technology
licensed in 1996 relating to instruments used in testing for bacteria in raw
milk and sterilization of dental, medical and laboratory equipment continues to
progress as expected. The Company is not able to predict when prototype units
will be delivered to prospective customers for testing.

Product Protection

     The Registrant relies upon its proprietary technology, continuing research
and development and customer service support to maintain and enhance its
competitive position. Important features of certain of the Registrant's products
are protected by issued patents or pending patent applications.

Manufacturing

     The Registrant's manufacturing operations are carried out at its
headquarters in Matthews, North Carolina and consist mostly of the assembly and
testing of mechanical and electronic components purchased from others.

     Certain components are currently purchased from single source suppliers. An
interruption of one of these sources could result in delays in the Registrant's
production while the Registrant developed an alternative supplier and could
result in a loss of sales and income. There are other single source components
for which the Registrant has determined that other sources are readily
available.

     The Registrant has experienced no significant production delays because of
a supplier's inability to ship an acceptable component. The Registrant stocks
what it believes is an adequate supply of all components and materials based
upon delivery lead times and orders currently in hand.

Environmental Regulations

     Compliance with federal, state and local provisions relating to protection
of the environment has not had, and is not expected to have, any material
adverse effects upon the production, capital expenditures, earnings or
competitive position of the Registrant and its subsidiaries.




                                       3
<PAGE>   4


Employees

     At June 30, 1997, the Registrant employed 176 persons. None of the
Registrant's employees are covered by a collective bargaining agreement.

Backlog

     The Registrant does not have a significant backlog of orders, as it
normally ships its products within a short time after it receives orders.

Competition

     The Registrant experiences direct competition in both foreign and U.S.
markets from companies using microwave technology, traditional methods of
heating and drying and other technologies.

     There are a number of methods for performing acid digestions, the most
common of which is the traditional "open vessel on a hot plate" method. There
are three other primary manufacturers of closed vessel microwave digestion
systems similar in nature to the Registrant's product. Also competing with the
Microwave Digestion System are other advanced methods utilizing higher pressure
and temperature including steel jacketed digestion vessels for use in
conventional ovens and high pressure wet ashers.

     There are a number of other methods for testing the moisture or solids
content of various liquids and solids. In most instances, the equipment and
instruments, which consist typically of simple heating and drying units and
measurement techniques, are less expensive than the Moisture/Solids Analyzer
produced by the Registrant. In addition, infrared moisture analyzers, radio
frequency energy absorption techniques and the Karl Fischer titration method, a
wet chemical procedure, have been developed. These systems compete directly with
the Registrant's instrumentation in certain markets. Although there is one
manufacturer of a microwave moisture system similar in nature to the
Registrant's Moisture/Solids Analyzer, the Registrant does not believe there
have been significant sales of this competitive product to date.

     The traditional method of ashing is with a resistance heat furnace. There
are a number of manufacturers of laboratory furnaces used for ashing. Although
these products are typically less expensive than the Microwave Ashing System
sold by the Registrant, the Registrant's product offers advantages in both speed
and process control.

     The microwave open vessel digestion system (the STAR System) is designed to
digest large samples or samples that are very reactive and can not be safely
digested in a closed vessel digestion system. There is currently one competitor
in this market, which also utilizes microwave based technology and automatic
reagent additions, however the Registrant's product offers advantages in price
and performance.

     The Registrant's Fat Analyzer System is the only Association of Analytical
Chemists approved direct moisture, fat and protein system available. However,
there is a competing technology using an indirect measurement method of
analysis, which results in a quicker result time, but is not considered as
accurate. In addition, this system is sold at a significantly higher price than
the Registrant's system.

     There are a number of methods for performing extractions, the most common
of which are the traditional Soxhlet and sonication methods. Also competing with
the Registrant's Microwave Extraction System are other advanced methods such as
Supercritical Fluid Extraction and Accelerated Solvent Extraction.

     Typically the Registrant's selling prices are higher than those of most of
its competitors. The Registrant competes primarily upon the speed, ease of use,
applications support and long-term cost savings to the users.

International Operations and Sales

     Information about the Registrant's international operations and sales is
incorporated by reference to footnotes 1 and 7 of the financial statements
contained in the Registrant's 1997 Annual Report to Shareholders.


                                       4
<PAGE>   5


ITEM 2 - PROPERTIES

     The Registrant's headquarters, research and manufacturing operations are
located in an 82,000 square foot building on an eight and three-fourths acre
tract of land owned by the Registrant near Charlotte, North Carolina. The
Registrant also owns a 5,000 square foot office and warehouse facility in
England, owns a 5,200 square foot office and warehouse in Germany and leases a
4,000 square foot office in Italy. The facility in Germany is subject to a
mortgage which had a balance of $92,000 at June 30, 1997. Management believes
these facilities are adequate to serve existing markets for the next several
years.

ITEM 3 - LEGAL PROCEEDINGS

     The Registrant is not a party to any material legal proceedings other than
routine litigation incidental to the business of the Registrant and the
litigation entitled CEM Corporation versus Questron Corporation (Questron), in
which it was judged that Questron had willfully and deliberately infringed on
U.S. Patent No. 5,230,865. The Judgment by the United States District Court
Eastern District of North Carolina, dated June 18, 1997, permanently enjoins
Questron, its officers, directors, agents, employees and attorneys and all those
in active concert with them from infringing, contributing to, or inducing others
to infringe the patent. The thirty day appeal period expired on July 18, 1997,
without appeal. The Registrant was awarded approximately $1.5 million plus
treble damages, attorneys fees and interest. However, the collection of any
significant amount by the Registrant is doubtful due to Questron's filing for
Chapter 7 bankruptcy in July 1997.

ITEM 4 is inapplicable and has been omitted.

Separate Item - Executive Officers of the Registrant

     Information as to the chief executive officer of the Registrant is
incorporated herein by reference to the section captioned "Election of
Directors" of the Registrant's Proxy Statement for the Annual Meeting of
Shareholders to be held November 6, 1997. The following information is provided
as to the executive officers of the Registrant who are not directors:

Name                     Age     Background
----------------------   -----   -----------------------------------------------

Richard N. Decker       48       Vice President - Finance, Chief Financial
                                 Officer, Secretary and Treasurer since 1995;
                                 Secretary, Treasurer and Chief Financial
                                 Officer 1993-1995; Vice President-Finance of
                                 the Water and Gas Meter Division of
                                 Schlumberger Limited Corporation 1982-1993.

     All of the Registrant's executive officers were appointed to their current
positions at the Annual Meeting of the Board of Directors held on November 7,
1996. All of the Registrant's executive officers' terms of office extend until
the next Annual Meeting of the Board of Directors and until their successors are
elected and qualified.

PART II

ITEMS 5-7 are incorporated herein by reference to the inside front cover, pages
6-8, pages 18 and 20 and items captioned "1997 Financial Highlights",
"Management's Discussion and Analysis", Footnote 10 "Quarterly Information
(Unaudited)" and "Shareholders of Record" of the Registrant's 1997 Annual Report
to Shareholders.

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The financial statements, notes to the financial statements and quarterly
supplemental financial data of the Registrant appearing on pages 9-18 of the
Registrant's 1997 Annual Report to Shareholders are hereby incorporated by
reference.

ITEM 9 is inapplicable and has been omitted.


                                       5
<PAGE>   6


REPORT OF INDEPENDENT ACCOUNTANTS



To the Shareholders of CEM Corporation:


     We have audited the consolidated financial statements of CEM Corporation
and Subsidiaries as of June 30, 1997 and 1996, and for each of the three years
in the period ended June 30, 1997, which financial statements are included on
pages 9 through 18 of the 1997 Annual Report to Shareholders of CEM Corporation
and incorporated by reference herein. We have also audited the financial
statement schedule listed in the index on page 8 of this Form 10-K. These
financial statements and the financial statement schedule are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements and the financial statement schedule based on our
audits.

     We have conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free from
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of CEM Corporation
and Subsidiaries as of June 30, 1997 and 1996, and the consolidated results of
their operations and their cash flows for each of the three years in the period
ended June 30, 1997, in conformity with generally accepted accounting
principles. In addition, in our opinion, the financial statement schedule
referred to above, when considered in relation to the basic financial statements
taken as a whole, presents fairly, in all material respects, the information
required to be included therein.


/s/ Coopers & Lybrand L.L.P.


Charlotte, North Carolina
July 23, 1997


                                       6
<PAGE>   7


PART III

ITEMS 10 through 12 are incorporated herein by reference to the sections
captioned "Principal Shareholders and Holdings of Management," "Election of
Directors," "Executive Compensation," "Director Compensation" and "Section 16(a)
Beneficial Ownership Reporting Compliance" in the Registrant's Proxy Statement
for Annual Meeting of Shareholders to be held November 6, 1997.

ITEM 13 is inapplicable and has been omitted.

PART IV

ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K


(a)  (1) Financial Statements. See accompanying Index to Financial Statements.

     (2) Financial Statement Schedules. See accompanying Index to Financial
         Statements.

     (3) Exhibits.

               3.1                Restated Charter of the Registrant, as
                                  amended.(1)

               3.2                Bylaws of the Registrant.(1)

               10.1         *     CEM Corporation 1986 Nonqualified Stock Option
                                  Plan, as amended, incorporated herein by
                                  reference to the Registrant's Registration
                                  Statement on Form S-8 (File No. 33-53694).

               10.2         *     CEM Corporation Employee Stock Purchase Plan,
                                  as amended, incorporated herein by reference
                                  to the Registrant's Registration Statement on
                                  Form S-8 (File No. 33-80136).

               10.3         *     CEM Corporation 1987 Stock Option Plan, as
                                  amended.(1)

               10.4         *     CEM Corporation 1993 Management Equity Plan,
                                  incorporated herein by reference to the
                                  Registrant's Registration Statement on Form
                                  S-8 (File No. 33-75368).

               10.5         *     CEM Corporation Management Incentive
                                  Compensation Plan.

               10.6               CEM Corporation 1993 Nonqualified Stock Option
                                  Plan for Non-Employee Directors, incorporated
                                  herein by reference to the Registrant's
                                  Registration Statement on Form S-8 (File No.
                                  33-75366).

               11.                Computation of Earnings per Share.

               13.                The Registrant's 1997 Annual Report to
                                  Shareholders. This Annual Report to
                                  Shareholders is furnished for the information
                                  of the Commission only and, except for the
                                  parts thereof incorporated in this report, is
                                  not deemed to be "filed" as part of this
                                  filing.

               21.                List of the Registrant's Subsidiaries.(1)

               23.                Consent of Independent Accountants.

               27.                Financial Data Schedule (filed in electronic
                                  format only). This schedule shall not be
                                  deemed "filed" for purposes of Section 11 of
                                  the Securities Act of 1933 or Section 18 of
                                  the Securities Exchange Act of 1934 or
                                  otherwise be subject to the liabilities of
                                  such sections, nor shall it be deemed a part
                                  of any registration statement to which it
                                  relates.

               99.                Revised Item 21 of Part II to the Registrant's
                                  registration statements on Form S-8
                                  (Registration Numbers 33-11952 and
                                  33-25739).(1)

--------------------

 *   This exhibit is one of the Registrant's management contracts and
     compensatory plans and arrangements.

(1)  Incorporated herein by reference to the Registrant's Form 10-K for the year
     ended June 30, 1994.

(b)  Reports on Form 8-K. No reports on Form 8-K have been filed during the last
     quarter of the period covered by this report.



                                       7
<PAGE>   8


PART IV (CONTINUED)


<TABLE>
<CAPTION>
                                                                                        Reference (Page)
                                                                             -------------------------------------------

                                                                                                         Annual
                                                                                 Form 10-K              Report to
Item 14. (A) Index to Financial Statements and Schedules                       Annual Report          Shareholders
-----------------------------------------------------------------------------  -------------          ------------

<S>                                                                                  <C>                 <C>
Data incorporated by reference from the attached 1997 Annual Report to
Shareholders:

    Balance Sheets as of June 30, 1997 and 1996                                                             9

    Statements of Income for the years ended                                                               10
    June 30, 1997, 1996 and 1995

    Statements of Cash Flows for the years                                                                 11
    ended June 30, 1997, 1996 and 1995

    Statements of Shareholders' Equity for the                                                             12
    years ended June 30, 1997, 1996 and 1995

    Notes to Financial Statements                                                                        13 - 18


Data submitted herewith:

    Report of Independent Accountants                                                6

    Financial Statement Schedule:
        Schedule II - Valuation and Qualifying Accounts                              10
</TABLE>


With the exception of the consolidated financial statements listed in the above
index, the information referred to in Items 5, 6, 7 and the supplementary
quarterly information referred to in Item 8, all of which is included in the
1997 Annual Report to Shareholders of CEM Corporation and incorporated by
reference into this Form 10-K Annual Report, the 1997 Annual Report to
Shareholders is not to be deemed "filed" as part of this report.


                                       8
<PAGE>   9

                                   SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Annual Report to be signed on
its behalf by the undersigned thereunto duly authorized.


                                         CEM CORPORATION

                                         By:  /s/ Michael J. Collins
                                              ---------------------------------
                                              Michael J. Collins
Dated: September 24, 1997                     President and 
                                              Chief Executive Officer



Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
               Signature                               Capacity                                         Date
------------------------------   ------------------------------------------------------      ---------------------------

<S>                              <C>                                                             <C> 
/s/ Ronald A. Norelli            Chairman of the Board of Directors                              September 24, 1997
------------------------------
      Ronald A. Norelli

/s/ Michael J. Collins           President, Chief Executive Officer and Director                 September 24, 1997
------------------------------       (Principal Executive Officer)
      Michael J. Collins

/s/ Richard N. Decker            Vice President - Finance, Chief Financial Officer,              September 24, 1997
------------------------------       Secretary and Treasurer (Principal Financial
      Richard N. Decker              and Accounting Officer)

/s/ John L. Chanon               Director                                                        September 24, 1997
------------------------------
      John L. Chanon

/s/ John D. Correnti             Director                                                        September 24, 1997
------------------------------
      John D. Correnti

</TABLE>

                                       9
<PAGE>   10


                                 CEM CORPORATION
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                FOR THE YEARS ENDED JUNE 30, 1997, 1996 AND 1995




<TABLE>
<CAPTION>
                                                   Balance at
                                                  beginning of  Charged to costs                      Balance at
                          Description                period       and expenses     Deductions       end of period
                 ----------------------------     ------------  ----------------   ----------       -------------

<S>                                              <C>                <C>            <C>             <C>         
Year ended       Accounts receivable,            $  720,000         607,000        (287,000)       $ 1,039,000
June 30, 1997    inventory and warranty
                 reserves

Year ended       Accounts receivable,            $  752,000         301,000        (333,000)       $   720,000
June 30, 1996    inventory and warranty
                 reserves

Year ended       Accounts receivable,            $  728,000         331,000        (307,000)       $   752,000
June 30, 1995    inventory and warranty
                 reserves

</TABLE>


                                       10
<PAGE>   11


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    EXHIBITS
                                  ITEM 14(a)(3)
                           ANNUAL REPORT ON FORM 10-K

For the Fiscal Year Ended                                 Commission File Number
-------------------------                                 ----------------------
      June 30, 1997                                                 0-15383

                                 CEM CORPORATION
                                  EXHIBIT INDEX


Exhibit No.               Exhibit Description
-----------               -------------------

      3.1                 Restated Charter of the Registrant, as amended.(1)

      3.2                 Bylaws of the Registrant.(1)

      10.1                CEM Corporation 1986 Nonqualified Stock Option Plan,
                          as amended, incorporated herein by reference to the
                          Registrant's Registration Statement on Form S-8 (File
                          No. 33-53694).

      10.2                CEM Corporation Employee Stock Purchase Plan, as
                          amended, incorporated herein by reference to the
                          Registrant's Registration Statement on Form S-8 (File
                          No. 33-80136).

      10.3                CEM Corporation 1987 Stock Option Plan, as amended.(1)

      10.4                CEM Corporation 1993 Management Equity Plan,
                          incorporated herein by reference to the Registrant's
                          Registration Statement on Form S-8 (File No.
                          33-75368).

      10.5                CEM Corporation Management Incentive Compensation Plan
                          (page __ of the sequentially numbered pages).

      10.6                CEM Corporation 1993 Nonqualified Stock Option Plan
                          for Non-Employee Directors, incorporated herein by
                          reference to the Registrant's Registration Statement
                          on Form S-8 (File No. 33-75366).

      11.                 Computation of Earnings per Share (page __ of the
                          sequentially numbered pages).

      13.                 The Registrant's 1997 Annual Report to Shareholders.
                          This Annual Report to shareholders is furnished for
                          the information of the Commission only and, except for
                          the parts thereof incorporated in this report, is not
                          deemed to be "filed" as part of this filing (page __
                          of the sequentially numbered pages).

      21.                 List of the Registrant's Subsidiaries.(1)

      23.                 Consent of Independent Accountants (page __ of the
                          sequentially numbered pages).

      27.                 Financial Data Schedule (filed in electronic format
                          only). This schedule shall not be deemed "filed" for
                          purposes of Section 11 of the Securities Act of 1933
                          or Section 18 of the Securities Exchange Act of 1934
                          or otherwise be subject to the liabilities of such
                          sections, nor shall it be deemed a part of any
                          registration statement to which it relates.

      99.                 Revised Item 21 of Part II to the Registrant's
                          registration statements on Form S-8 (Registration
                          Numbers 33-11952 and 33-25739).(1)

----------------------

(1)  Incorporated herein by reference to the Registrant's Form 10-K for the year
     ended June 30, 1994.



                                       11