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

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**FORM 10-Q**

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(MARK ONE)

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

**For the quarterly period ended **June 30, 2001** or**

**[  ]       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 0-12254**

**SCIENTIFIC TECHNOLOGIES INCORPORATED**(Exact name of registrant as specified in its charter)



|**Oregon**                                                     | **77-0170363**                         
|-------------------------------------------------------------- | ---------------------------------------
|(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number)

**6550 Dumbarton CircleFremont, CA     94555**(Address of principal executive offices including zip code)

**(510) 608-3400**(Registrant's telephone number, including area code)







Check whether the issuer (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 reports), and (2) has been subject to such filing
requirements for the past 90 days.    YES [X] NO [   ],

Common stock outstanding as of July 31, 2001 was 9,650,369 shares.









**SCIENTIFIC TECHNOLOGIES INCORPORATED
                           Report On Form 10-Q For The
                           Quarter Ended June 30, 2001
                                     INDEX**



|**PART I.   Financial Information**                                                                                   | **Page No.**
|--------------------------------------------------------------------------------------------------------------------- | ------------
|                                                                                                                      |             
|Item 1.   Financial Statements
                  (unaudited):                                                         |             
|                                                                                                                      |             
|Consolidated Balance Sheets as of
          
     June 30, 2001 and December 31, 2000                                 | **          
|                                                                                                                      |             
|Consolidated Statements of Operations for the
          
    Three and Six Months ended June 30, 2001 and 2000        | **          
|                                                                                                                      |             
|Consolidated Statements of Cash Flows for the
          
    Six Months ended June 30, 2001 and 2000                  | **          
|                                                                                                                      |             
|Notes to Consolidated Financial Statements                                                                            | **          
|                                                                                                                      |             
|Item 2.   Management's Discussion and Analysis of Financial
                      Condition and Results of Operations | **          
|                                                                                                                      |             
|Item 3.   Quantitative and Qualitative Disclosures About Market Risk                                                  | **          
|                                                                                                                      |             
|**PART II.  Other Information**                                                                                       |             
|                                                                                                                      |             
|Item 6.   Exhibits and Reports on Form 8-K                                                                            | **          
|                                                                                                                      |             
|**Signatures**                                                                                                        | **          

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**PART I -- FINANCIAL INFORMATION

Item 1. Financial Statements**

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SCIENTIFIC TECHNOLOGIES INCORPORATED

CONSOLIDATED BALANCE SHEET

(Unaudited, in thousands)

|Assets                                   | June 30, 2001 | December 31, 2000
|---------------------------------------- | ------------- | -----------------
|Current assets                           |               |                  
|Cash and cash equivalents                | $ 1,007       | $ 4,048          
|Short-term investments                   | 775           | 406              
|Accounts and notes receivable, net       | 7,317         | 8,776            
|Inventories                              | 9,859         | 9,283            
|Deferred income taxes                    | 1,680         | 1,680            
|Other current assets                     | 686           | 505              
|Total current assets                     | 21,324        | 24,698           
|                                         |               |                  
|Intangible assets                        | 11,622        | 8,546            
|Property and equipment, net
Other assets | 3,713
35      | 3,749
35         
|Total noncurrent assets                  | 15,370        | 12,330           
|                                         |               |                  
|Total assets                             | $ 36,694      | $ 37,028         



Liabilities and Shareholders' Equity

|Current liabilities       |        
|------------------------- | -------
|Accounts payable          | $ 1,876
|Payable to Parent         | 1,802  
|Accrued expenses          | 2,092  
|Total current liabilities | 5,770  
|                          |        
|Long-term liability       | 240    
|Total liabilities         | 6,010  

Shareholders' equity

|Common stock; $.001 par value; 100,000 shares
authorized; shares issued and outstanding --
9,650 and 9,655 | 10       | 10      
|---------------------------------------------------------------------------------------------------------- | -------- | --------
|Capital in excess of par value                                                                             | 5,538    | 5,553   
|Retained earnings                                                                                          | 25,136   | 26,028  
|Total shareholders' equity                                                                                 | 30,684   | 31,591  
|Total liabilities and shareholders' equity                                                                 | $ 36,694 | $ 37,028
|                                                                                                           |          |         
|                                                                                                           |         

The accompanying notes are an integral part of these
financial statements.

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SCIENTIFIC TECHNOLOGIES INCORPORATED

CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited, in thousands)

|                                                                                              | For the three months ended
|--------------------------------------------------------------------------------------------- | --------------------------
|                                                                                              | June 30, 2001             
|                                                                                              |                           
|Sales                                                                                         | $11,581                   
|                                                                                              |                           
|Cost of goods sold                                                                            | 7,492                     
|                                                                                              |                           
|Gross profit                                                                                  | 4,089                     
|                                                                                              |                           
|Operating expenses                                                                            |                           
|Selling, general and administrative                                                           | 4,249                     
|Research and development                                                                      | 1,281                     
|Amortization of intangible assets                                                             | 175                       
|Total operating expenses                                                                      | 5,705                     
|                                                                                              |                           
|Income (loss) from operations                                                                 | (1,616)                   
|                                                                                              |                           
|Interest and other income, net                                                                | 70                        
|                                                                                              |                           
|Income (loss) before income taxes                                                             | (1,546)                   
|                                                                                              |                           
|Provision for (benefit) from income taxes                                                     | (587)                     
|                                                                                              |                           
|Net income (loss)                                                                             | $ (959)                   
|                                                                                              |                           
|Net income (loss) per common share                                                            |                           
|Basic and diluted                                                                             | $ (0.10)                  
|                                                                                              |                           
|Shares used to compute basic and diluted net income
(loss) per common share
Basic and diluted | 9,655                     
|                                                                                              |                           

The accompanying notes are an integral part of these financial
statements.

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SCIENTIFIC TECHNOLOGIES INCORPORATED

CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited, in thousands)

|                                                                                              | For the six months ended
|--------------------------------------------------------------------------------------------- | ------------------------
|                                                                                              | June 30, 2001           
|                                                                                              |                         
|Sales                                                                                         | $25,904                 
|                                                                                              |                         
|Cost of goods sold                                                                            | 15,344                  
|                                                                                              |                         
|Gross profit                                                                                  | 10,560                  
|                                                                                              |                         
|Operating expenses                                                                            |                         
|Selling, general and administrative                                                           | 8,190                   
|Research and development                                                                      | 2,780                   
|Amortization of intangible assets                                                             | 350                     
|Total operating expenses                                                                      | 11,320                  
|                                                                                              |                         
|Income (loss) from operations                                                                 | (760)                   
|                                                                                              |                         
|Interest and other income, net                                                                | 150                     
|                                                                                              |                         
|Income (loss) before income taxes                                                             | (610)                   
|                                                                                              |                         
|Provision for (benefit) from income taxes                                                     | (232)                   
|                                                                                              |                         
|Net income (loss)                                                                             | $ (378)                 
|                                                                                              |                         
|Net income (loss) per common share                                                            |                         
|Basic and diluted                                                                             | $ (0.04)                
|                                                                                              |                         
|Shares used to compute basic and diluted net income
(loss) per common share
Basic and diluted | 9,655                   
|                                                                                              |                         

The accompanying notes are an integral part of these financial
statements.

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SCIENTIFIC TECHNOLOGIES INCORPORATED

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited, in thousands)



|                                                                                     | For the six months ended
|------------------------------------------------------------------------------------ | ------------------------
|                                                                                     | June 30, 2001           
|                                                                                     |                         
|Cash flows from operating activities                                                 |                         
|Net income (loss)                                                                    | $ (378)                 
|Adjustments to reconcile net income (loss) to
cash provided by operating activities: |                         
|Depreciation and amortization                                                        | 951                     
|                                                                                     |                         
|Changes in assets and liabilities                                                    |                         
|Decrease in accounts receivable                                                      | 1,908                   
|Decrease (increase) in inventories                                                   | (259)                   
|Increase in other assets                                                             | (181)                   
|Decrease in accounts payable                                                         | (1,030)                 
|Increase (decrease) in payable to Parent                                             | 1,365                   
|Increase (decrease) in accrued liabilities                                           | (355)                   
|Cash flows provided by operating activities                                          | 2,021                   
|                                                                                     |                         
|Cash flows from investing activities                                                 |                         
|Purchase of property, plant and equipment                                            | (503)                   
|Net cash used in connection with the acquisition of PSI-Tronix, Inc.                 | --                      
|Net cash used in connection with the acquisition of Dunn Sales, Inc.                 | (4,113)                 
|Sale (purchase) of short-term investments                                            | (369)                   
|Cash flows used in investing activities                                              | (4,985)                 
|                                                                                     |                         
|Cash flows from financing activities                                                 |                         
|Dividends                                                                            | (77)                    
|Repurchase of common stock                                                           | --                      
|Cash flows used in financing activities                                              | (77)                    
|                                                                                     |                         
|Change in cash and cash equivalents                                                  | (3,041)                 
|                                                                                     |                         
|Cash and cash equivalents at beginning of period                                     | 4,048                   
|Cash and cash equivalents at end of period                                           | $ 1,007                 

Supplemental disclosure of cash flow information

|Cash paid to the Parent for income taxes | $ -- | $ 1,719
|---------------------------------------- | ---- | -------

The accompanying notes are an integral part of these financial
statements.

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SCIENTIFIC TECHNOLOGIES INCORPORATED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The accompanying condensed consolidated financial
statements for the three and six months ended June 30, 2001 and 2000 are
unaudited. The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, the
unaudited condensed consolidated financial statements reflect all adjustments,
consisting only of normal recurring adjustments, considered necessary to present
fairly the financial position, results of operations and cash flows of
Scientific Technologies, Inc. (the "Company") and its subsidiaries for all
periods presented.

Management of the Company has made a number of estimates
and assumptions relating to the reporting of assets and liabilities and the
disclosure of contingent assets and liabilities to prepare these condensed
consolidated financial statements in conformity with generally accepted
accounting principles. Actual results could differ from those estimates.

The results of operations are not necessarily indicative
of the results to be expected in the future or for the full fiscal year. It is
recommended that these condensed consolidated financial statements be read in
conjunction with the Company's consolidated financial statements and the notes
thereto included in its 2000 Annual Report on Form 10-K.

1. INVENTORIES

Inventories consisted of the following: (In thousands)

|                | June 30, 2001 | December 31, 2000
|--------------- | ------------- | -----------------
|Raw Materials   | $6,029        | $5,310           
|Subassemblies   | 1,051         | 1,105            
|Work in Process | 566           | 659              
|Finished Goods  | 2,213         | 2,209            
|                | $ 9,859       | $ 9,283          

2. NET INCOME (LOSS) PER SHARE

A reconciliation of the numerators and denominators of the
basic and diluted income per common share computations is provided below.

|                                                                                                                  | (In thousands) |       
|----------------------------------------------------------------------------------------------------------------- | -------------- | ------
|                                                                                                                  | Income         | Shares
|Three months ended June 30, 2001                                                                                  |                |       
|Basic loss per share calculation                                                                                  | $ (959)        | 9,655 
|Total potential common stock excluded from
the computation of earnings per share as their
effect was antidilutive |                | 50    
|Three months ended June 30, 2000                                                                                  |                |       
|Basic earnings per share calculation                                                                              | $ 1,652        | 9,642 
|Effect of dilutive securities                                                                                     |                |       
|Stock options                                                                                                     | -              | 23    
|Diluted earnings per share calculation                                                                            | $ 1,652        | 9,665 
|                                                                                                                 
|Six months ended June 30, 2001                                                                                    |                |       
|Basic loss per share calculation                                                                                  | $ (378)        | 9,653 
|Total potential common stock excluded from
the computation of earnings per share as their
effect was antidilutive |                | 14    
|Six months ended June 30, 2000                                                                                    |                |       
|Basic earnings per share calculation                                                                              | $ 2,805        | 9,646 
|Effect of dilutive securities                                                                                     |                |       
|Stock options                                                                                                     | -              | 25    
|Diluted earnings per share calculation                                                                            | $ 2,805        | 9,671 

3. DIVIDEND PAID

On May 25, 2001, the Company declared a cash dividend
of $.055 per share on all outstanding shares of its common stock. This dividend
was paid on July 5, 2001 to shareholders of record on June 23, 2001. On April 2,
2001, the Company paid a cash dividend of $.055 per share on all outstanding
shares of its common stock to shareholders of record on March 17, 2001.
Approximately 87% of the outstanding common stock of the Company is beneficially
owned by Scientific Technology Incorporated, a California corporation under
common control with the Company. Dividends paid to Scientific Technology
Incorporated were applied to the Payable to Parent account.

4. COMPREHENSIVE INCOME

For the three and six months ended June 30, 2001 and
2000, there is no significant difference between net income and comprehensive
income.

5. SEGMENT REPORTING AND OTHER INFORMATION

Financial information for each product is as follows: (in thousands)



|                       | Three months ended | Six months ended
|---------------------- | ------------------ | ----------------
|                       | June 30,           | June 30,        
|Safety Products        | 2001               | 2000            
|Sales                  | $ 9,169            | $ 12,269        
|Group Operating Profit | (1,050)            | 1,690           
|Total Assets           | 14,702             | 15,661          
|                       |                    |                 
|                       | Three months ended | Six months ended
|                       | June 30,           | June 30,        
|Automation Products    | 2001               | 2000            
|Sales                  | $ 2,412            | $ 2,940         
|Group Operating Profit | (566)              | 935             
|Total Assets           | 21,992             | 21,367          

The Company operates principally in the United States.
The Company's operations in Germany are insignificant to the Company as a whole.
Sales to foreign customers represented less than 10% of total sales in the
second quarter of 2001 and 2000.

6. RECENT ACCOUNTING PRONOUNCEMENTS

In July 2001, the Financial Accounting Standards Board
("FASB") issued Statement of Financial Accounting Standards No. 141 ("SFAS
141"), "Business Combinations." SFAS 141 requires the purchase method of
accounting for business combinations initiated after June 30, 2001 and
eliminates the pooling-of-interests method. We are currently assessing but
have not yet determined the impact of SFAS 141 on our financial position and
results of operations.

In July 2001, the FASB issued Statement of Financial
Accounting Standards No. 142 ("SFAS 142"), "Goodwill and Other Intangible
Assets", which is effective for fiscal years beginning after March 15, 2001.
SFAS 142 requires, among other things, the discontinuance of goodwill
amortization. In addition, the standard includes provisions upon adoption for
the reclassification of certain existing recognized intangibles as goodwill,
reassessment of the useful lives of existing recognized intangibles,
reclassification of certain intangibles out of previously reported goodwill and
the testing for impairment of existing goodwill and other intangibles. We are
currently assessing but have not yet determined the impact of SFAS 142 on our
financial position and results of operations.



7. ACQUISITION OF DUNN SALES, INC.

On June 8, 2001, the Company acquired all the outstanding common stock of
Dunn Sales, Inc. ("DSI"), for an estimated purchase price of $4.1 million.
DSI is a leading provider of safeguarding equipment installation, rebuilding,
repair and maintenance of fabricating machinery. The transaction was
accounted for as a purchase. An escrow fund of $0.4 million of the total
purchase price has been established to cover any general liabilities arising
in connection with the acquisition. The excess of the purchase price over the
tangible assets acquired and liabilities assumed has been allocated to
goodwill and other intangible assets in the amount of $3.4 million on a
preliminary basis. The Company has not yet completed the valuation of the
acquired identifiable intangible assets.

These estimates have been reflected in the June 30, 2001
quarterly financial statements. The operations and financial position of DSI
were accounted for in the consolidated financial statements of the Company
beginning on June 8, 2001. No pro-forma information has been presented since
the pro-forma results of operations would not have been significantly
different.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

This interim report on Form 10-Q contains trend analysis
and other forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Act of 1934. Such
statements include expectations, beliefs, intentions or strategies regarding
future operating results, future expenditures, future cash requirements, and
future industry conditions that involve risks and uncertainties. The Company's
actual results could differ materially from those projected in such forward-
looking statements as a result of many factors, including, without limitation,
those set forth under this section, the section entitled "Business Factors"
below and elsewhere in this report on Form 10-Q.

Results of Operations

(Amounts in thousands except percentages)

Scientific Technologies Incorporated designs,
manufactures and distributes automation safeguarding and specialty sensor
products for the industrial control market. The Company's products include
safety light guards, profiling scanners, factory automation sensors, controls,
components, microcomputers, fiber optics, power monitoring devices, safety mats,
pressure, displacement and velocity transducers, digital pressure gauges and
comparators and other electronic equipment supplied to industrial automation,
commercial and defense customers.

Sales for the three and six months ended June 30, 2001 declined 24% and 10%,
respectively, to $11,581 and $25,904 from $15,209 and $28,699 in the
comparable periods in 2000. This was primarily the result of a slowing of the
U.S. economy which adversely affected markets served by both The Automation
Products and Safety Products Groups of STI, including, (1) capital goods (2)
industrial automation, (3) the semiconductor equipment and (4) the machine
tooling markets.  In addition, our consolidated sales for the period ended
June 30, 2001 included six months of sales of PSI-Tronix, while the
comparable period in 2000 reflected less than four months of PSI-Tronix sales.

Gross margin as a percentage of sales for the second
quarter and first six months of 2001 was 35% and 41%, respectively, compared to
52% and 53% for the same periods in 2000. This was primarily the result of a
shift in the mix of sales in the 2001 periods to products with a relatively
higher cost of sales than in the comparable 2000 period. In addition, we made a
one-time adjustment of $402 to our inventory reserve for excess and obsolescence in the
second quarter of 2001 to reflect the lower sales levels.

Selling, general and administrative expenses for the six
months ended June 30, 2001 increased 5% to $8,190 from $7,773 in comparable
period of 2000. For the second quarter of 2001, selling, general and
administrative expenses increased 6% to $4,249 from $4,025 in the second quarter
of 2000. During the second quarter of 2001 we made a non-recurring adjustment to
our reserve for Doubtful Accounts. Without this adjustment, our selling, general
and administrative expenses would have declined 9%. In addition, PSI-Tronix
selling, general and administration expenses were reflected for less than four
months in the first half of 2000. As a percent of sales for the three and six
months of 2001, selling, general and administrative expenses were 37% and 32%
compared to 27% for the comparable 2000 periods.

Research and development expenses for the second quarter
and first half of 2001 increased 4% and 2% respectively to $1,281 and $2,780
compared to $1,227 and $2,727 in the same periods in 2000.  PSI-Tronix research and
development expenses were reflected for less than four months in the first half
of 2000. As a percent of sales for the three and six months of 2001, research
and development were 11% compared to 8% and 10% for the comparable 2000
periods.



Liquidity and Capital Resources

At June 30, 2001, our working capital was $15,554, a
20% decline from the $19,501 reported at December 31, 2000. This decrease was
primarily the result of expenditures relating to the DSI acquisition.

Available bank borrowings were $6,100, all of which were
unused at June 30, 2001. The Company believes that cash from operations,
together with its cash resources and available bank borrowings, will be
sufficient to fund its working capital requirements for the next twelve months.

Business Factors

Because of the variety of factors and uncertainties
affecting our operating results, past financial performance and historic trends
may not be a reliable indicator of future performance. These factors, as well as
other factors affecting our operating performance, may result in significant
volatility in our common stock price. Among the factors which could affect our
future business, financial condition or operating results are the following:

Our operating results may fluctuate.

We have experienced fluctuations in annual and quarterly
operating results and anticipate that these fluctuations will continue. These
fluctuations are caused by a number of factors, including the level and timing
of customer orders, fluctuations in complementary third party products with
which our products are sold, the mix of products sold and the timing of
operating expenditures. Our operating results could also be negatively impacted
by generally adverse economic conditions throughout the high technology sector.
In particular, our PSI-Tronix subsidiary may experience decreases in sales due
to the current market conditions in the semiconductor industry.

The seasonality inherent in our business could cause our operating results
to fluctuate.

The industrial manufacturing equipment industry in which
we compete has historically been subject to seasonality. This is also true with
respect to European markets in which we compete where business activity declines
due to vacations taken in the summer months. This seasonality, combined with
other factors such as the variability in our operating results described above,
renders quarter-to-quarter comparisons of our results of operations unreliable
as indicia of our overall performance.

The market for our products is highly competitive.

The market for industrial sensors is highly competitive.
Many competitors have substantially greater name recognition and technical,
marketing and financial resources than we have. Competitive pressures could
reduce market acceptance of our products and result in price reductions,
decreased revenues and increases in expenses.

Our business could suffer if we do not respond to rapid technological
change and new product development demands of our customers.

The market for our products is characterized by rapidly
changing technology, evolving industry standards, changes in customer needs and
frequent new product introductions. Our future success will depend on our
ability to enhance current products, develop new products and respond to
emerging industry standards, all on a timely and cost-effective basis. The
introduction of new products also requires that we manage the transition from
older products in order to minimize disruption of customer orders, avoid
excessive levels of older product inventories and ensure that adequate supplies
of new products can be delivered to meet customer demands.

Our sales are dependent on indirect distribution channels.

A majority of our sales are through third party
distributors, system integrators and original equipment manufacturers. These
resellers are not required to offer our products exclusively. We cannot assure
you that a reseller will continue to offer our products. In addition many of our
resellers are privately owned firms which may not be well capitalized. If our
ability to sell products through these third parties is impaired, our results of
operations would likely suffer.

Our international sales are subject to risks.

Our international sales may be disrupted by currency
fluctuations or other events beyond our control, including political or
regulatory changes. If our international sales were disrupted for any reason,
our revenue levels would decline.

Our business could suffer if we are unable to protect and enforce our
intellectual property rights.

We rely on a combination of patent, trademark and trade
secret laws and contractual restrictions to establish and protect proprietary
rights in our products and services. There can be no assurance that our patents,
trademarks, or contractual arrangements or other steps taken by us to protect
our intellectual property will prove sufficient to prevent misappropriation of
our technology or defer independent third party development of similar
technologies. Moreover, there can be no assurance that the technology licenses
granted to us from our parent company will continue to be available. The loss of
any of our proprietary technology could require us to obtain technology of lower
quality or performance standards or at greater cost, which could materially
adversely affect our business, results of operations and financial condition.
Furthermore, the laws of certain foreign countries may not protect our products,
services or intellectual property rights to the same extent as do the laws of
the United States.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The market risk inherent in our investments represents the
potential loss arising from adverse changes in interest rates.  We are
exposed to market risk in the area of interest rate changes impacting the
fair value of our investment securities.  Our policy is to invest primarily
in money market accounts and short-term investments held at financial
institutions. We do not have any derivative instruments in our investment
portfolio. Due to their highly liquid nature, our investments are subject to
minimal credit and market risk.



PART II - OTHER INFORMATION

Items 1 - 4 and 5 are not applicable for this
reporting period.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) The following documents are filed as a part of this Report:



|Exhibit 3.1 -  | Articles of Incorporation, as amended, are incorporated by reference to the
Registrant's Form 10-K for the year ended December 31, 1988, Exhibit 3.1.
|-------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit 3.3 -  | By-Laws are incorporated by reference to the Registrant's Form 10-K for the
year ended December 31, 1985, Exhibit 3.                                 
|Exhibit 4.1 -  | 1997 Employee Stock Purchase Plan is incorporated by reference to the
			 Registrant's Registration Statement on Form S-8 dated October 2,
1998.     
|Exhibit 4.2 -  | 1997 Stock Plan is incorporated by reference to the Registrant's Registration
Statement on Form S-8 dated October 2, 1998.                           
|Exhibit 21.1 - | Subsidiaries of the Registrant is incorporated by reference to the
Registrant's Form 10-K for the year ended December 31, 2000, 				
Exhibit 21.1.   
|Exhibit 23.1 - | Consent of Independent Accountants is incorporated by reference to the
Registrant's Form 10-K for the year ended December 31, 2000, Exhibit 23.1.    
|Exhibit 24.1 - | Power of Attorney is incorporated by reference to the Registrant's Form 10-K
for the year ended December 31, 2000, Exhibit 24.1.                     





1. No Reports on Form 8-K were filed during the second quarter of
2001.

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**SIGNATURES**

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



| |                                     
| | ------------------------------------
| | SCIENTIFIC TECHNOLOGIES INCORPORATED
| |                                     
| | (Registrant)                        

Date: August 14, 2001



| |     |                      
| | --- | ---------------------
| | By: | /s/ Joseph J. Lazzara

| |                                                                                  
| | ---------------------------------------------------------------------------------
| |                                                                                  
| | Joseph J. Lazzara                                                                
| | President and Chief Executive Officer
(Principal Executive and Financial officer)

Date: August 14, 2001



| |     |                     
| | --- | --------------------
| | By: | /s/ Richard O. Faria

| |                                                                        
| | -----------------------------------------------------------------------
| |                                                                        
| | Richard O. Faria                                                       
| | Vice-President, Finance & Administration
(Principal Accounting Officer)

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