UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                                   FORM 10-KSB

Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act
of 1934

For the fiscal year ended December 28, 1996

Commission file Number 0-11201

Merrimac Industries Inc.
(Name of small business issuer as specified in its charter)

New Jersey                                        22-1642321
(State of incorporation)                    I.R.S Employer Identification No

41 Fairfield Place            West Caldwell, New Jersey        07006
(Address of principal executive offices)

Registrant's telephone number including area code 201-575-1300

Securities registered pursuant to Section 12(b) of the Exchange Act: 

Title of each class             Name of each Exchange on which registered
-------------------             -----------------------------------------
   Common stock                           American Stock Exchange

Securities registered pursuant to Section 12(g) of the Exchange Act: None

     Check whether the registrant (1) has filed all reports required to be filed
by  Section 13 or 15 (d) of the  Exchange  Act during the 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

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure  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-KSB
or any amendment to this Form 10-KSB.

     State registrant revenues for its most recent fiscal year were $14,152,970.

     The  aggregate  market value of voting Stock held by  non-affiliates  based
upon the  average  price of such stock as quoted on AMEX for March 13,  1996 was
$13,368,735. Shares of Common Stock held by each officer and director, have been
excluded in that such persons may be deemed to be affiliates.

     Registrant's  Common  Stock  outstanding  at March  13,1997  was  1,515,063
shares.

                 DOCUMENTS INCORPORATED BY REFERENCE

part I    - Certain  information  contained in the Annual Report to Stockholders
  &          for Fiscal Year Ended December 28, 1996,
part II      filed as Exhibit 13 herewith.

part III  - Certain information contained in the Proxy Statement for May 12,
            1997 Annual Meeting of Stockholders.



Exhibit index on page 12.


<PAGE>



                                     PART I




     Merrimac  Industries,  Inc., was incorporated in 1954 under the laws of the
State of New York. Merrimac  Industries,  Inc. was reincorporated in New Jersey
in 1994 and is hereinafter sometimes referred to as the "Company".




ITEM 1. DESCRIPTION OF BUSINESS



General
-------

     The Company  manufactures  and sells  approximately  1, 500  components and
subsystems  used  in  signal  processing   systems  (the  extraction  of  usable
information from radio signals) in the frequency spectrum of D.C. to 65 GHz. The
Company's  products are designed to process  signals in a wide bandwidth and are
of relatively  small size and  lightweight.  When  integrated  into  subsystems,
advantages  of lower cost and smaller  size are  realized  due to the removal of
connectors,  cases and  headers.  The  Company"  components  range in price from
$20 to $10,000 and its subsystems range from $500 to $75,000 or more.

     The Company has traditionally developed and offered for sale products built
to specific  customer needs and standard  catalog items. The sales of components
and   sub-assemblies   for  use  in   government   applications   accounted  for
approximately  50% of 1996  revenues.  Approximately  24% of 1996  revenues were
derived from initial orders for products custom  designed for specific  customer
applications,  43% from repeat  orders for such  products,  and 33% from catalog
sales.

     The  Company's  strategy  is to be a  reliable  supplier  of high  quality,
technically  innovative signal processing products.  The Company coordinates its
marketing, research and development, and manufacturing operations to develop new
products  and  expand its  markets.  The  Company's  marketing  and  development
activities  focus on identifying  and producing  prototypes for new military and
commercial  programs  and  applications  in  aerospace,   navigational  systems,
telecommunications  and  cellular  analog and  digital  (PCS)  electronics.  The
Company's  research  and  development  efforts are  targeted  towards  providing
customers  with more  complex,  reliable,  and compact  products at lower costs.
Improved  production  efficiencies  coupled  with  the  capacity  of  the  newly
operational low-cost manufacturing facility in Costa Rica and more extensive use
of automated test equipment such as Hewlett  Packard network  analyzers  (models
3577,  8505,  8510, 8720 and 8753) have resulted in a considerable  reduction of
the set-up time to take  measurements,  calibrate  test  equipment and print out
hard copy of data.  In addition,  computerized  cost controls such as closed job
history,  up-to-date work in process costs and selling prices are also enhancing
the Company's competitive  position.  Laser marking continues to be incorporated
into the process of metal packages, providing totally permanent marking, greater
flexibility  and lower costs.  See also  discussion  of CAD/CAM in "Research and
Development" below.




                                      -1-
<PAGE>




     For a  discussion  of financial  information  about the nature of business,
foreign and domestic operations and export sales, reference is made to Note 9 to
Consolidated Financial Statements in the Company's Annual Report to Stockholders
for Fiscal Year Ended  December  28, 1996 which note is  incorporated  herein by
reference.




Products
--------

     The Company's major product  categories  are: (1) power  dividers/combiners
that  equally  divide  input  signals or  combine  coherent  signals  for nearly
lossless power  combinations;  (2) I&Q networks (a subassembly of circuits which
allows two  information  signals  (incident and  quadrature)  to be carried on a
single  radio  signal  for  use  in  digital   communication   and  navigational
positioning;  (3)  directional  couplers  that allow for signal  sampling  along
transmission  lines;  (4) phase shifters that accurately and repeatedly  alter a
signal's  phase   transmission   to  achieve   desired   signal   processing  or
demodulation;  (5) hybrid  junctions  that serve to split input signals into two
output signals 180 degrees out of phase or combine equal amplitude  signals with
0 degree or 180 degrees out of phase; (6) balanced mixers that convert two input
frequencies to another frequency; (7) variable attenuators that serve to control
or reduce power flow with distortion;  (8) beamformers that permit an antenna to
electronically track or transmit a signal; (9) quadrature couplers that serve to
split input  signals into two output  signals 90 degrees out of phase or combine
equal amplitude  quadrature signals;  and (10) solid-state switches that control
signal routing.  The Company's other product categories include single side band
modulators,  vector  modulators  and a wide  variety of  specialized  integrated
assemblies.  In the last fiscal year, no one product accounted for more than ten
percent of total net sales.

     About 36% of the  Company's  sales were  derived from the sales of products
for use in high-reliability  aerospace,  satellite,  and missile applications in
1996.  These  products  are designed to withstand  severe  environments  without
failure or maintenance over prolonged periods of time (5-20 years).  The Company
provides  facilities  dedicated  to the design,  development,  manufacture,  and
testing  of  these   products   along  with  special   program   management  and
documentation  personnel.  The  Company  offers  products  in each of its  major
categories for high-reliability applications.

     The Company's  products are also used in a broad range of other defense and
commercial  applications,  including  radar,  navigation,  missiles,  electronic
warfare  and  countermeasures,  cellular  analog  and  digital  electronics  and
communications equipment. The Company's products are also utilized in systems to
receive and  distribute  television  signals from  satellites  and through other
microwave networks including cellular radio.





                                      -2-
<PAGE>




Marketing
---------

     The Company  markets its products in the United States and Canada  directly
to customers  through a marketing staff comprised of 10 employees and through 15
independent domestic sales organizations The Company's marketing program focuses
on identifying new programs and  applications  for which the Company can develop
prototypes leading to volume production orders.

     The Company utilizes  approximately 17 independent  sales  organizations to
market its products  elsewhere in the world. Sales to foreign customers amounted
to: $4,390,000  (31.0% of sales) in fiscal 1996;  $4,229,000 (29.4% of sales) in
fiscal 1995; and $3,526,000 (25.9% of sales) in fiscal 1994.

     The Company's  customers are primarily major industrial  corporations  that
incorporate the Company's products into a wide variety of defense and commercial
systems.  The Company's  customers include Raytheon,  Boeing,  Northrop Grumman,
Lockheed  Martin,  Harris  Corp.,  Litton  Industries,   Hughes  Aircraft,  TRW,
Southwest  Research and Motorola.  Sales to any one foreign  geographic area did
not exceed 10% of net sales for 1996,  1995 or 1994.  Sales to  Lockheed  Martin
(1996) and  Raytheon  Company  (1994)  amounted to 10.8% and 10.0% of net sales,
respectively. No one company accounted for more than 10% of net sales in 1995.

     The Company  has  obtained an internet  uniform  resource  locator  ("URL")
address and has  established a commercial  presence  which  includes its product
catalog available on the World Wide Web as http://www.merrimacind.com.


Research and Development
------------------------

     During fiscal 1996, 1995 and 1994,  research and  development  expenditures
amounted to $246,000, $275,000 and $398,000,  respectively. The Company plans to
invest development funds at the same level in 1977 as in 1996 and will focus its
efforts at specific customer  applications  requiring  further  miniaturization,
precision and volume applications.

     The Company's research and development  activities  include  development of
prototypes  for new  programs and  applications  and the  implementation  of new
technologies to enhance the Company's competitive position. Projects focusing on
surface  mounted  devices  (SMD) and  micro-electronic  assemblies  are directed
toward  development of more circuitry in smaller,  lower cost, and more reliable
packaging  that is easier for customers to integrate  into their  products.  The
Company  continues to expand its use of computer aided design and  manufacturing
(CAD/CAM)  in  order  to  reduce  design  and  manufacturing  costs  as  well as
development time.









                                      -3-
<PAGE>



Backlog
-------

     The Company manufactures  specialized components and subsystems pursuant to
firm orders from customers and standard  components  for inventory.  At December
28, 1996, the Company had a firm backlog of orders of approximately  $8,200,000.
The Company estimates that  approximately 90% of the orders in its backlog as of
December 28, 1996 will be filled within one year.  The Company does not consider
its business to be seasonal.




Competition
-----------

     The Company  encounters  competition  in all aspects of its  business.  The
Company  competes  both  domestically  and  internationally  in the military and
commercial  markets and  specifically  within the aerospace  and  communications
areas. The Company's  competitors  consist of entities of all sizes.  Generally,
the smaller  companies  offer lower prices due to lower overhead  expenses,  and
often larger companies have greater  financial  resources than the Company.  The
Company  competes  with all on a basis  of  technological  performance,  quality
reliability and  dependability in meeting  shipping  schedules as well as on the
basis of price.  The Company believes that the above factors have served well in
earning the respect and loyalty of many customers in the industry. These factors
have  enabled  the  Company  over the years to  successfully  maintain  a stable
customer base and have directly  contributed to the Company's ability to attract
new customers.




Manufacturing, Assembly and Source of Supply
--------------------------------------------

     Manufacturing  operations  consist  principally  of  assembly an testing of
components  and  subsystems  built  from  purchased   electronic  materials  and
components,  fabricated parts, and printed circuits.  Manual and  semi-automatic
methods are utilized depending  principally upon production volumes. The Company
has its own machine shop employing CAD/CAM  techniques and etching facilities to
handle soft and hard substrate  materials.  In addition,  the Company  maintains
testing and inspection  procedures  intended to minimize  production  errors and
enhance product  reliability.  The Company's low cost manufacturing  facility in
Costa Rica became operational in the second half of 1996.


     During 1996, the Company  continued to both  implement  programs to improve
the  efficiency  of  manufacturing  operations  and reduce  costs.  The  Company
continues to establish more stringent procedures and documentation  standards to
provide for the prompt  transfer of the  production  of prototype  products from
engineering  to  manufacturing.  To enhance the  structure  and quality of these
functions,  ISO-9001 certification is being sought.  Documentation  improvements
are being  implemented  which will also strengthen our position as a world class
quality supplier upon competition.



                                      -4-
<PAGE>



     It is the Company's  policy to use  manufacturing  cost savings to enhance,
its competitive position.


     Electronic  components and raw materials  used in the Company  products are
generally  available  from a  sufficient  number of  qualified  suppliers.  Some
materials  are  standard  items and others  are  manufactured  to the  Company's
specifications by  subcontractors.  The Company is not dependent upon any single
supplier for any of its components or materials.


Employee Relations
------------------

     As of December 28, 1996 the Company employed  approxmately 160 persons,  of
which  28 are  employed  at the  Company's  Costa  Rica  facility.  None  of the
Company's  employees are  represented by a labor  organization.  The Company has
never  experienced  a work  stoppage  or  interruption  due to a labor  dispute.
Management believes that its relations with its employees are satisfactory.


Patents
-------

     The  Company  owns  15  patents  with  respect  to  certain  inventions  it
developed.  Although  it has from  time to time  filed  patent  applications  in
connection with the inventions which it believes patentable the Company does not
believe that  patents or other  similar  intangible  rights  afford  significant
protection from competitors or are material to its business.



ITEM 2. DESCRIPTION OF PROPERTIES

     The Company's  administrative  offices, research and  principal production
facilities are located in West Caldwell, New Jersey, on a five acre parcel owned
by the Company.  A 12,000 square-foot plant was built in November 1966; a 13,500
square-foot  addition was completed in December 1971;  and a 26,500  square-foot
addition was completed in July 1980, aggregating 52,000 square feet presently.

     The Company owns all of its land,  buildings,  laboratory,  production  and
office  equipment,  as well as its furniture and fixtures.  The Company believes
that its plant and facilities are well suited for the Company's business and are
properly utilized, suitably located and in good repair. 

     In 1996 the Company entered into a lease for a 3,000 square foot production
facility in Costa Rica.

     The Company  does not make any  investments  in real  estate  other than in
connection with its operations.








                                      -5-
<PAGE>





ITEM 3. LEGAL PROCEEDINGS

     On July 1, 1993, the Company filed a $750,000 amended complaint against the
former  principals  of an  acquired  Canadian  Business,  in the  United  States
District Court for the District of New Jersey,  for  misrepresentations  made by
them in conjunction with the Stock Purchase Agreement between the parties. On or
about November 1, 1993, the former  principals  filed an action in Ontario Court
against  the  Company for breach of the same Stock  Purchase  Agreement,  fraud,
breach of employment agreements,  wrongful dismissal, breach of lease and damage
to leased premise. The former principals have demanded $(Canadian)  1,000,000 in
compensatory and punitive damages. During 1995 the Company and former principles
settled the lawsuit filed in United States  district Court without  compensation
to either party, however the litigation in Ontario is continuing and the Company
has filed a counter  claim  demanding  $1,500,000 in  compensation  and punitive
damages.  The Company  believes  that the former  principals'  action is without
merit and  intends  to pursue  its  action  and  vigorously  contest  the former
principals' lawsuit.


     The  Company  is a party  to  other  lawsuits,  both as a  plaintiff  and a
defendant,  arising  in the  normal  course of  business.  It is the  opinion of
Management,  after  consultation  with counsel,  that the  disposition  of these
various  lawsuits,  including the lawsuit described above, will not individually
or in the  aggregate  materially  adversely  affect the  consolidated  financial
position or the results of operations of the Company.



ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

           Not applicable.


   









                                   -6-
<PAGE>



                                     PART II



ITEM 5.    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


     The Company's  Common Stock began trading on the American Stock Exchange on
July 11, 1988 under the symbol MRM and is still listed there.

     Reference is made to the table captioned "Quarterly Common Stock Data" page
22 of the Company's  Annual Report to Stockholder for Fiscal Year Ended December
28, 1996,  which is  incorporated  herein in by reference for  information  with
respect to the high and low bid prices of the Company's  Common Stock during the
Company's past two fiscal years.

     The Company had approximately 200 holders of record on March 13, 1997.

     Reference is made to Note 8 to the Consolidated Financial Statements in the
Company's Annual Report to Stockholders for fiscal Year Ended December 28, 1996,
which note is incorporated  herein by reference for information  with respect to
payment of cash dividend in 1996, 1995 and 1994.



ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATION


     Reference  is  made to  pages 8 and 9 of the  Company's  Annual  Report  to
Stockholders  for the fiscal  year ended  December  28,  1996,  which  pages are
incorporated herein by reference.



ITEM 7.    FINANCIAL STATEMENTS


     Reference is made to pages 10 through 22 of the Company'  Annual  Report to
Stockholders   for  fiscal  year  ended  December  28,  1996,  which  pages  are
incorporated  herein  by  reference  with  respect  to the  Company's  financial
position  as of December  28, 1996 and  December  30,  1995,  and the results of
operations  and cash flows for the years ended  December  28, 1996  Decemebr 30,
1995 and  December  31,  1994 and the  report of J.H.  Cohn LLP,  also  included
therein as follows:

                                                                    Page in
                                                                 Annual Report
                                                                to Stockholders
                                                                     1996

Consolidated Balance Sheets at December 28,
     1996 and December 30, 1995 ..............................        11

For the fiscal years ended December 28, 1996
  December 30, 1995 and December 31, 1994:

     Consolidated Statements of Income .......................        10
     Consolidated Statements of Stockholders'
      Equity .................................................        12
     Consolidated Statements of Cash Flows ...................        13

Notes to Consolidated Financial Statements ...................       14-21

Report of Independent Public Accountants .....................        22        


ITEM 8. CHANGES IN AND DISAGREEMENT ON ACCOUNTING AND FINANCIAL DISCLOUSRE 

        Not applicable.


                                      -7-
<PAGE>



                                    PART III


     Pursuant to General Instruction E1. to Form 10-KSB, portions of information
required by items 9-12 and indicated below are hereby  incorporated by reference
to the  Company's  definitive  Proxy  Statement  for the 1997 Annual  Meeting of
Stockholders  (the  "Proxy  Statement")  which  the  Company  will file with the
Securities and Exchange Commission by April 12, 1997.




ITEM 9.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
           COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT


     The following is a list of the Company's executive officers, their ages and
their  positions as of December 28, 1996.  Generally each  executive  officer is
elected  for a term of one year at the  organizational  meeting  of the Board of
Directors following the Annual Stockholders Meeting.


              Name                     Age              Position
       -------------------             ---     --------------------------

       Charles F. Huber II             67      Chairman of the Board

       Mason N. Carter                 50      President and
                                               Chief Executive Officer

       Eugene W. Niemiec               57      Vice Chairman and 
                                               Chief Technology Officer

       Reynold K. Green                38      Vice President, Manufacturing

       John J. Antonich                63      Vice President,
                                               Secretary/Controller
                                               (retired December 31, 1996)

       John Z. Blahosky                65      Vice President, 
                                               Special Projects

       Robert V. Condon                50      Vice President, Finance and 
                                               Chief Financial Officer

       Brian R. Dornan                 48      Vice President, Technology and 
                                               Engineering

       Norman A. Holden                52      Vice President, Quality Assurance
                                               Control and Technical Services

       Walter N. Joswick               44      Vice President, Engineering 
                                                 
       Anthony N. Ramsden              52      Vice President
                                               Sales, Marketing 



  Family Relationships

     There are no family  relationships  among the officers listed.  All elected
officers  hold  office for one year and until their  successors  are elected and
qualified.





                                      -8-
<PAGE>


Business Experience of Executive Officers During Past Five Years


     Mr. Huber,  effective  September 9, 1994, was elected  Chairman of Merrimac
Industries,  Inc.  In  addition,  he  is  currently  Chairman  of  Transnational
Industries,  Inc.,  a  manufacturing  company in Chadds Ford,  Pennsylvania  and
Director,  Vice  President,  Secretary  and  Treasurer  of  Prodo-Pak  Corp.,  a
manufacturer  of  Packaging  machinery,  Garfield,  New  Jersey.  He has  been a
Managing Director of William D. Witter, Inc., an investment banking organization
in New York, New York since 1981 where he specializes in leveraged buyouts.

     Mr. Carter, on December 16, 1996, was elected President and Chief Executive
Officer. From 1994 to 1996 he was President of the Products and Systems Group of
Datatec  Industries,  Inc.,  Fairfield,  New Jersey,  a leading provider of data
network  implementation  services.  He was President  and CEO of Kentile,  Inc.,
Chicago,  Illinois, a manufacturer of resilient flooring from 1992 to 1994. From
1987 to 1992,  he was President and CEO of Metex Corp.,  Edison,  New Jersey,  a
manufacturer of industrial and automotive products.  He was a Director of United
Capital Corp., Great Neck New York from 1989 to 1994.

     Mr.  Niemiec,  on December  16, 1996,  was elected Vice  Chairman and Chief
Technology Officer of the Company.  From September 1994 to December 1996 he held
the offices of President,  Chief Executive Officer and Chief Operating  Officer.
He was President and Chief Operating Officer from 1990 to 1994.

     Mr.  Green,   effective   April  1996,  was  appointed  Vice  President  of
Manufacturing.  Over the past five  years Mr.  Green has held the  positions  of
Director  of  Manufacturing,  National  Sales  Manager  and  Director of Quality
Control and High-Reliabilitys service at Merrimac.

     Mr.  Antonich was Vice President  Secretary/Controller  since prior to
1991. Mr. Antonich retired December 31, 1996.

     Mr. Blahosky, effective October 1996, was appointed Vice President, Special
Projects. He had been executive Vice President since 1990.



                                      -9-
<PAGE>   
     Mr. Condon has been Vice  President,  Finance and Chief  Financial  Officer
("CF0") since joining the Company in March 1996, and was appointed Secretary and
Treasurer in January  1997.  Prior to joining the comapany he was with  Berkeley
Educational Services as Vice President, Finance, Treasurer, and CFO from 1995 to
February   1996.   During  1994  Mr  Condon  was  involved  in  consulting   and
entrepreneurial  activities.  From 1987 to 1993,  he was Senior Vice  President,
Finance and CFO of SCS Communications, a private holding company.

     Mr.  Dornan,  effective  October  1996,  was  appointed  Vice  President of
Technology and  Engineering.  He had been Group Vice President of  Manufacturing
since 1986. 

     Mr. Holden, effective October 1996, was appointed Vice President of Quality
Assurance, Control and Technical Services. He had been Director of Quality since
1991.

     Mr.  Joswick,  effective  October  1996,  was appointed  Vice  President of
Engineering. He had been Director of I.F. Engineering since 1991.

     Mr.  Ramsden,  has been Vice President of Sales and Marketing since joining
the Company in 1986.

     Information  relating to compliance  with Section 16 of the Exchange Act is
incorporated herein by reference to page 7 of the proxy statement.


ITEM 10.   EXECUTIVE COMPENSATION

     See the information under the caption "EXECUTIVE COMPENSATION" contained in
the Proxy Statement, which information is incorporated herein by reference.


ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     See the  information in the table and the notes thereto,  under the caption
"SHARE  OWNERSHIP  OF  DIRECTORS,  EXECUTIVE  OFFICE AND  CERTAIN  STOCKHOLDERS"
contained in the Proxy Statement,  which  information is incorporated  herein by
reference.



ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

           Not applicable.



                                      -10-
<PAGE>


                                   SIGNATURES



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


                                              MERRIMAC INDUSTRIES, INC.
                                                    (Registrant)


  Date: March 24, 1997                    By: /s/ Mason N. Carter
                                              ---------------------------
                                             (President and 
                                              Chief Executive officer)


  Date: March 24, 1997                    By: /s/ Robert V. Condon
                                              ---------------------------
                                              (Vice President Finance, 
                                               Treasurer, Secretary and 
                                               Chief Financial Officer)
                                              







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



         Signature                       Date                     Title
  -------------------------            -------                   --------

   /s/ Charles F. Huber II             3-24-97                   Director
  -------------------------            -------                   --------
      (Charles F. Huber II)

   /s/ Mason N. Carter                 3-24-97                   Director
  -------------------------            -------                   --------
      (Mason N. Carter)
 
   /s/ Reynold K. Green                3-24-97                   Director
  -------------------------            -------                   --------
      (Reynold K. Green)

   /s/ Eugene W. Niemiec               3-24-97                   Director
  -------------------------            -------                   --------
      (Eugene W. Niemiec)

   /s/ Arthur A. Oliner                3-24-97                   Director
  -------------------------            -------                   --------
      (Arthur A. Oliner)




                                      -11-

<PAGE>

ITEM 13.   EXHIBITS, AND REPORTS ON FORM 8-K

(a)      Exhibits

      Exhibit No.

          3  (a)  By-Laws of the Company are hereby incorporated
                  by reference to Exhibit C to the Proxy Statement
                  of the Company dated March 18, 1994.

             (b)  Certificate of Incorporation of the Company is
                  hereby incorporated by reference to Exhibit B of
                  the Proxy Statement of the Company dated
                  March 18, 1994.

         10  (a)  Profit Sharing Plan of the Company is hereby
                  incorporated by reference to Exhibit 10(n) to
                  the Company's Registration Statement
                  (No. 2-79455).  *

             (b)  1993 Stock Option Plan of the Company effective
                  March 31, 1993 is hereby incorporated by
                  reference to Exhibit 4(c) to the Company's
                  Registration Statement on Form S-8 which was
                  filed with the Securities and Exchange Commision
                  on September 14, 1993.  *

             (c)  1995 Stock Purchase Plan of the Company is hereby
                  incorporated by reference to Exhibit A of the Proxy
                  Statement of the Company dated March 17,1995.

             (d)  1996 Stock Option Plan for Non-Employee Directors of the 
                  Company effective September 5, 1996.

             (e)  Employment Agreement between the Company and Mason N. Carter
                  dated as of December 19, 1996. *

             (f)  Employment Agreement between the Company and Eugene W. Niemiec
                  dated as of December 16, 1996. *

             (g)  1983 Key Employees Stock Option Plan of the Company  effective
                  March 21, 1983 is hearby  incorporated  by  reference  to  
                  Exhibit 10(m) to the Form 10-K Annual  Report which was filed
                  with the  Securities  and Exchange  Commission on March 31,
                  1983.                  

         13       Annual Report to Stockholders for Fiscal Year
                  Ended December 28, 1996.

         21       Subsidiaries of the Registrant.  

         23       Consent of J.H. Cohen LLP

         27       Financial Data Schedule for Fiscal Year Ended December 28,1996


(b)  -   Reports on Form 8-K

         A report on Form 8-K was filed on November 4, 1996  reporting  the 
         Company's results of operations,  restructuring  charge,  and stock 
         repurchase program for the 3rd quarter of 1996.

         *  Indicates that exhibit is a management contract or compensatory
            plan or arrangement.




                                      -12-