<PAGE>
<PAGE>


                  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 November 30, 1995.
Commission file number: 2-13328

SENTEX SENSING TECHNOLOGY, INC.
(Exact name of registrant as specified in charter)

        NEW JERSEY                                    22-2333899
(State or other jurisdiction             (I.R.S. Employer Identification Number)
of incorporation of organization)

         553 BROAD AVENUE
      RIDGEFIELD NEW JERSEY                              07657
(Address of principal executive office)               ( Zip Code)

Registrant's  telephone  number,  including area code:  201-945-3694  Securities
registered  pursuant to Section  12(b) of the Act:  NONE  Securities  registered
pursuant to Section 12(g) of the Act:

                      Common Stock, no par value

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  twelve 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 contained in this form, and no disclosure  will 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 Issuer's revenues for its most recent fiscal year: $1,553,851




                                              1

<PAGE>
<PAGE>






Aggregate  market  value  of the  voting  stock  held by  non-affiliates  of the
registrant:

       $3,732,876  (based on the average bid and ask price on January  29, 1996,
                   as reported on the NASDAQ Small Cap Market System).



Number of Shares of Common Stock (No  ParValue)  outstanding  as of February 14,
l996,                    67,360,081

Transitional Small Business Disclosure Format (Check One)


Yes    _______                  No   ____X_______



Documents incorporated by Reference:

                None
----------------------------------------------------------------


                                              2

<PAGE>
<PAGE>



Item 1.     Business

                          (a)   General Development of Business

                   Sentex Sensing Technology, Inc. (the "Company"), a New Jersey
corporation,  was formed in November 1980 under the name Sinex Corp., which name
was changed in May 1982 to the  Company's  present  name.  In 1981,  the Company
commenced the commercial production of a portable explosives detector of its own
design,  the T-54, which was sold on a worldwide basis by an unaffiliated  third
party, pursuant to an exclusive distribution agreement.  Since 1984, the Company
has  marketed  this  product  under the trade name SCANEX JR. and also markets a
walk-through,  stationary  explosives detector,  the SCANEX I. Additionally,  in
1984, the Company entered the  environmental  marketplace with both portable and
fixed site gas  chromatographs  which test air,  soil,  and water for  chemicals
deemed potentially hazardous.

                   In   September   1983,   the   Company's   Common  Stock  was
recapitalized  pursuant  to a 5,053,100  to 1 stock  split.  In April 1984,  the
Company sold, in a public offering,  12,500,000  units,  each unit consisting of
two  shares of Common  Stock and one  warrant  to  purchase  one share of Common
Stock.

                    On May  31,  1991,  the  Company  formed  two  wholly  owned
subsidiaries, Sentex Systems Inc. and Sentex Acquisition Corp. both incorporated
in the State of Delaware,  to bifurcate the  operations  of the Company.  Sentex
Systems Inc.  continued the Company's gas  chromatography  operations and Sentex
Acquisition Corp.  pursued new investment  opportunities.  On November 30, 1992,
Sentex Systems,  Inc. was merged back into Sentex Sensing  Technology,  Inc. but
was reincorporated,  in the State of Delaware,  on August 30, 1994.  Hereinafter
the "Company" shall refer to Sentex Sensing Technology,  Inc. and its two wholly
owned subsidiaries, Sentex Acquisition Corp and Sentex Systems Inc.


                    On October 18, 1995, certain principal shareholders executed
Stock  Purchase  Agreements  with CPS Capital,  Ltd., an Ohio limited  liability
company ("CPS"). Upon consummation of the transaction,  CPS will acquire a total
of  17,606,461  shares common stock of the Company,  constituting  approximately
26.1% of the issued and outstanding shares of common stock ("CPS  Transaction").
In addition,  upon consummation of the CPS Transaction,  CPS will be granted, by
such principal shareholders, voting control of an additional 9,389,204 shares of
the Company's common stock, or  approximately  14% of the issued and outstanding
shares of common stock. In connection with the proposed stock purchase,  four of
the five current  members of the Company's  Board of Directors will resign to be
replaced by four  designees of CPS. ( See Item 9, Part III  Directors...)  . The
consummation  of the CPS  Transaction is subject to certain  closing  conditions
which, as of January 29, 1996, had not yet been satisfied.


                                              3

<PAGE>
<PAGE>




            (b)   Narrative Description of Business

            The Company is engaged in the business of developing,  manufacturing
and  selling   automated   devices   designed   to  identify   and  measure  the
concentrations  of  certain   chemicals.   The  Company  sells  a  portable  and
walk-through  explosives  detector,  two portable air analyzers,  a portable and
fixed-site water monitoring system and a sensor which measures the total organic
content of air. The Company,  also, provides technical assistence and service to
its  customers  and,  on  occasion,  performs  research  and  development,  on a
contractual   basis,   to   develop    instrumentation    designed   to   fufill
customer-specific analytical requirements.  All of the Company's products employ
gas chromotography as the method of analysis.

The  Company  also  intends to develop,  acquire or merge with other  businesses
which may be unrelated to its present activities and is presently  investigating
such opportunities.  As of February 14, 1996, the Company has not entered into a
firm commitment to enter such transaction.


Gas Chromatography

            Gas chromatography is a well-established  technique, first developed
over 30 years ago, to identify and  determine  the  concentrations  of different
chemicals in a given sample. The principle of gas chromatography is based on the
fact that  different  chemicals  will pass along a liquid  surface at  different
rates because of the different chemical and physical  interactions  between each
chemical and the liquid.  Gas  chromatographs  function by passing air or liquid
samples through tubes, called  "chromatographic  columns",  which contain liquid
coated  particles.  Given  certain  constant  conditions,  every  chemical has a
specific  traveling time known as its "Retention  Time",  as it passes through a
chromatographic  column.  Since  Retention  Time is specific  to each  chemical,
comparison of the Retention Time of an unknown  chemical with the Retention Time
of a  known  chemical  permits  identification  of  the  unknown  chemical.  The
concentration  of the  chemical is measured by  comparing  the  intensity of the
electronic  signal  obtained from its detection at its given Retention Time with
the  intensity of the signal from a known  concentration  previously  tested.  A
unique feature of the Company's products is its method of  preconcentrating  and
introducing  the testing  sample to the  chromatographic  column.  This  feature
heightens  the  sensitivity  of the Company's  products  allowing them to detect
minute quantites of potentially hazardous chemicals.


Existing Products

            The Company is currently marketing six products:  the SCANEX JR. and
the SCANEX I explosives detectors, the SCENTOSCREEN, and the SCENTOGRAPH PLUS II
Portable  Gas  Chromatographs,  the  AQUASCAN,  a portable  and fixed site water
monitoring system used to test continuous water streams for toxic substances and
the  SCENTOSCAN,  a multipoint  air  analyzer.  The  SCENTOGUN,  a total organic
analyzer  developed  in 1993,  is  marketed  on a limited  basis due to  sharply
decreased market demand.


                                              4

<PAGE>
<PAGE>



SCANEX JR.  The  SCANEX JR. is a  portable,  brief-case  sized  detector,  which
samples air to detect the presence of the most  commonly  used  explosives.  The
SCANEX JR., however, may be unable to detect non-conventional explosives and may
not be effective  where  explosives are concealed in tightly  sealed  containers
which prevent the escape of air.

SCANEX I. The Company also produces a walk-through  explosives  detector  called
the SCANEX I. The  SCANEX I screens  persons  suspected  of  carrying  explosive
substances by sampling the air surrounding  the person,  in order to analyze for
explosive materials . It is subject, also, to the above described limitations.

SCENTOSCREEN.  The SCENTOSCREEN is a self-contained,  portable gas chromatograph
designed  specifically as a comprehensive  screening tool for  determination  of
hazardous  chemicals.  It is completely automatic and detects individual volitle
compounds in air, water and soil.

SCENTOGRAPH PLUS II . The SCENTOGRAPH PLUS II is a battery-operated portable gas
chromatograph designed to perform a complete labatory analysis, on site. Powered
by a detachable,  lap-top computer, the SCENTOGRAPH PLUS II stores all data on a
disk and is capable of operating remotely with little, or no, user interface.

AQUASCAN The AQUASCAN is a portable or stationary water  monitoring  system that
can detect volatile organic compounds to sub ppb levels.  Totally  computerized,
the system can  automatically  analyze a water sample from multiple  sources and
can interface with a variety of water treatment and remediation systems.

SCENTOSCAN.  The SCENTOSCAN is a stationary analyzer intended to monitor volitle
compounds  in  air  from  up  to  32 remote locations. It is fully automatic and
controlled by a desk-top portable computer.  This  product  has  been, recently,
redesigned  to provide  rack  mounted  operation, multiple computer  interfaces,
and customer-selected alarm levels.

Products Under Development

The Company has developed,  for an unaffiliated  third party, a battery-operated
analyzer to be used to detect underground leaks. Two prototype systems have been
developed and the Company expects completion of the contract in March, 1996.

                  The Company is developing a portable gas  chromatograph  which
will  be  incorporated  into  a  portable  mass  spectrometer   currently  under
develpment by an unaffiliated third party. A protype instrument is scheduled for
completion in May, 1995.

Research and Development Programs

            The Company was engaged in 1981 by an unrelated limited  partnership
to conduct a multi-year  program for the  development  of detection  instruments
employing gas  chromatography.  On December 30, 1981, the Company entered into a
Research and Development  Agreement (the "Research  Agreement") and a Technology
Transfer Agreement,  amended September 22, 1983, (the "Transfer Agreement") with
an unaffiliated limited partnership, Sentex Associates Limited

                                              5

<PAGE>
<PAGE>



Partnership ("SALP"). Neither SALP nor its general partner, Research Management,
Inc., a Delaware corporation, is affiliated with the Company.

            Pursuant  to the  Research  Agreement,  SALP  engaged the Company to
conduct a  research  program to develop a portable  toxic  vapor  detector,  the
SCENTOR.  The development was completed and, in 1985, the Company excercised its
option to obtain world-wide  marketing and distribution  rights to this product.
Pursuant to the Transfer Agreement the Company was obligated to pay royalties to
SALP equal to 4.76% of the  "Product  Gross  Income" as defined in the  Transfer
Agreement.  In March,  1989 the Company  ceased  production and marketing of the
SCENTOR  due to  decreasing  market  demand.  See Part I, Item 3 of this  Annual
Report on Form 10-KSB.

         On  August  30,  1994  the  Company  was  engaged  by an  unaffiliated,
non-profit  corporation  which  sponsors  research and  development  projects in
energy production and utilization  ("Contractor" ) to design and develop several
prototype  systems to be used in the detection and  measurement of gaseous leaks
(the " Contract") . The prototypes deliverable under the Contract are based upon
the SCENTOGRAPH PLUS II, portable gas  chromatograph  and certain design critera
provided by the Contractor.  The Contract  provides for a term not to exceed one
year and and a fixed  contract  price to the  Company  of  $185,500,  payable in
installments  during the contract period. The Contract further provides that the
Contractor  may terminate the Contract,  upon thirty days written  notice,  upon
payment to the Company  for all costs and  noncancellable  commitments,  if any,
incurred prior to the date of  termination.  Upon completion of the Contract the
Contractor  shall own all rights in and to the new items  developed  pursuant to
the  Contract  although the Company  shall retain the rights to the  SCENTOGRAPH
PLUS II or other previously-owned  technology , if any, utilized pursuant to the
Contract.

    The Company expensed  $316,643 and $252,051 for research and development for
the  fiscal  years  ending  1995 and 1994,  respectively.  During  fiscal  1995,
$118,196 of the research and  development  costs were  expensed in completion of
the  Contract.  The  balance,  $198,447,  was  not  passed  to to the  Company's
customers and related to the  improvement of existing  products,  in particular,
the AQUASCAN and the SCENTOSCAN,  and the  development of a new product.  During
fiscal  1994,  $33,104 of the research and  development  costs were  expensed in
completion  of the  Contract;  the  balance  thereof  was not  passed  onto  the
Company's customers.

Marketing, Distribution and Sales

     The SCANEX JR. is presently  sold directly by the  Company's  employees and
through  unaffiliated and non-exclusive  representatives.  The list price of the
SCANEX JR. is $10,400.  The SCANEX JR. is marketed to local and overseas  police
agencies,  governmental security agencies and private security firms. The SCANEX
I has  been  successfully  marketed  to  nuclear  power  plants  and to  foreign
governments  which are concerned  about  preventing  terrorist  activities.  The
suggested list price of the SCANEX I is  $26,959.60,  with discounts on multiple
unit orders.  The Company  presently  markets these products  directly,  through
advertisements, or through non-affiliated,  non-exclusive sales representatives,
whom receive a 10% commission on any sales generated by their efforts.

     The Company  markets its  portable  and fixed site gas  chromatographs,  to
regulatory and municipal agencies who must comply with established standards for
levels of toxic substances, to

                                              6

<PAGE>
<PAGE>



environmental consulting firms involved in analysis and remediation of hazardous
sites  and  to   businesses   which  must  comply  with  various   environmental
regulations. The list prices of these products range from $14,980 for a portable
battery-operated  device to $39,350 for a rack-mounted,  plant-wide  system. The
Company sells these products both directly and through sales representatives who
are engaged on an  exclusive  basis in the United  States.  Commissions  paid to
these  sales  representatives  on sales of the various  products  are 12%-15% of
their list prices.  The  representatives  receive  commissions for sales made in
their  territories  even if the orders are taken  directly by the  Company.  The
Company  directly  markets  these  products by placing  advertisements  in trade
publications,  participating  in trade shows, and holding  demonstrations.  With
respect to direct sales in the  territories not covered by  representatives  the
Company does not pay commissions.

    The Company has appointed international  representatives in the countries of
Germany, England, Canada, Austria, Israel, Switzerland, Poland, Italy, Australia
and Korea.  International  representatives are sold products with a 25% discount
from the List Price and are  responsible  for the sevice and the warranty repair
for the products they sell. All sales are made in United States currency and are
net of transportation  costs, export fees and any additional charges incurred by
the representatives.

     During fiscal 1995 and fiscal 1994, the Company did not dervive 10% or more
of its annual net sales from any one customer. During fiscal 1993, one customer,
an international  representative of the Company,  accounted for more than 10% of
its annual net sales.

     As of February 14, 1996 the Company has firm orders that total $142,929 for
products  to  be  shipped  through  April,  1996.  The  company  anticipates  no
difficulty in filling these orders.


Government Regulations

    Because the Company's  products  include a detection cell  containing  small
amounts of radioactive  material,  the Company is subject to certain regulations
of the Nuclear  Regulatory  Commission (the "NRC"). The Company has two licenses
from the NRC to handle and sell products with  radioactive  material.  The first
license  expires on September 30, 1999;  the other expires on July 31, 1996. The
Company anticipates no difficulty in obtaining renewal of either license. In the
event  renewal is denied,  the Company  intends to produce and sell the products
without the radioactive materials. Although this may increase the Company's cost
of production,  the Company believes it can correspondingly increase the cost of
its products. The Company's cost of compliance with these licensing requirements
is insignificant.

    The Company  complies with the Worker and Community Right to Know Act, State
of New Jersey  pursuant  to which  information  is provided to that state on any
hazardous  material  present  at  the  Company's  facility.  The  cost  of  such
compliance is insignificant.

     Because certain of the Company's products are marketed  internationaly,  as
of January 1, 1996,  these  products  must  comply with the  European  Community
Council  Directive  89/336EEC.  In February  1996, the  SCENTOGRAPH  PLUS II was
issued  a  Certificate   of  Conformance   ("CC").   The  Company  is  presently
investigating whether it must obtain a CC for any other products. Obtaining a CC
involves a singular expense of approximately  $7,000 for each product. The costs
associated with maintaining compliance are insignificent.

                                              7

<PAGE>
<PAGE>



Manufacturing/Suppliers

     Most  of the  hardware  components  used  in  the  Company's  products  are
manufactured to the Company's specifications by outside sources. The assembly of
the electronic  components of the Company's  products is currently  performed at
the Company's  plant in Ridgefield,  New Jersey by one production  manager,  and
four full-time  employees.  Final assembly and testing of finished products from
the various  components  purchased from outside sources is also performed by the
Company at its plant.

    All supplies  required for product  assembly  are  commonly  available  from
numerous suppliers.  In addition, the Company has received bids from alternative
manufacturers   who  could   produce   certain   components   to  the  Company's
specifications.  Thus, the Company  believes it would not encounter  significant
difficulties  in  obtaining  its  supplies at similar  prices  from  alternative
sources should the Company's current sources discontinue business or cease doing
business with the Company.

     The Company estimates that it currently has the weekly capacity to assemble
one portable gas chromatograph and one rack mounted monitoring system.

Warranties and Disclaimers

     All of the  Company's  products  are  sold  with a one  year  warranty  for
defective  parts . If a unit  requires  a  repair  , the  customer  must pay for
shipping  the unit to be  repaired to the  Company's  plant in  Ridgefield,  New
Jersey,  and the Company will replace defective parts at the Company's  expense.
Upon the expiration of the one year warranty,  the Company will continue to make
any necessary  repairs at the Company's or the customer's  plant, at the expense
of the customer.  The Company disclaims  liability for any loss or consequential
damage  suffered in connection  with the use of its products.  While the Company
believes  such  disclaimer  would  protect the Company from any liability in the
event of a claim brought against the Company, there can be no guarantee that the
courts would give effect to the  disclaimer  and the Company  would be insulated
from any liability.

Competition

     There are companies  which produce  products  which compete with all of the
Company's existing products,  most of which companies have substantially greater
resources than the Company's.  The primary area of competition for the Company's
portable and stationary gas  chromatographs  is other  companies which currently
sell,  or may  develop  for sale,  chemical  analyzers  similar  to,  though not
necessarily using the same technology as, the Company's. The Company is aware of
several other portable gas  chromatographs and one water monitoring system which
are capable of detecting toxic chemicals.  However,  based upon factors of price
and  performance  features,  the  Company  believes  that its  products  compete
favorably.

    The  Company's   portable  and  walk  through   explosives   detectors  face
competition  from other companies  which  currently sell such devices,  and from
other  companies  which are  developing  such  products.  The Company  believes,
however,  that its products are more  sensitive  and  accurate,  with less false
alarms, than the competing explosives detectors and are competitively priced.



                                              8

<PAGE>
<PAGE>



     The  Company's  competitors  may  have  greater  financial,  manufacturing,
technological or marketing resources and current sales which exceed those of the
Company.  In  addition,  as there  are  relatively  few  entry  barriers  to new
manufacturers,  the Company may face competition from other companies  currently
not engaged in the sale or development of hazardous substance detectors.

Patents, Trademarks and Trade Secrets

    The Company  presently  holds no patents and does not believe  patents would
significantly  protect the Company's  trade secrets and processes.  Although the
Company may, in the future,  seek patent protection on certain of the components
of its products,  the Company intends to rely primarily on common law protection
of trade  secrets  and other  confidential  information  and on  confidentiality
agreements with its employees and  distributors to protect its trade secrets and
processes  from  competitors.  Furthermore,  there can be no assurance  that the
Company's  present or future  products  will not  infringe  on  patents  held by
others.  The Company has not registered the trademarks "SCANEX I", "SCANEX JR.",
"SCENTOCREEN","SCENTOGRAPH PLUS II", "SCENTOGUN",  SCENTOSCAN or "AQUASCAN". The
Company does not believe that marketing of these products will be  significantly
affected  in the event it was  required  to market  these  products  under other
tradenames.

Employees

     As of  February  14,  1996,  the  Company  employed a total of 12 full time
staff. In addition,  the Company  employs  several  consultants who work for the
Company at such times as the Company requests their services.

Item 2.  Properties

     a. The Company  currently leases 4,500 square feet on two floors of a three
story building at 553 Broad Avenue,  Ridgefield, New Jersey 07657 under month to
month  leases.  The  premises  are  used for  executive  offices,  research  and
development and product  assembly and are,  generally,  in good  condition.  The
premises are leased from a principal of the Company, Dr. Amos Linenberg.  Rental
expense  amounted to $53,340 for the year ended  November 30, 1995.  In addition
the Company and its subsidiary,  Sentex Acquisition Corp., lease 500 square feet
of a three story  office  building,  in good  condition,  at 375 Sylvan  Avenue,
Englewood Cliffs,  New Jersey from an unaffiliated  third party under a month to
month lease.  Rent expense,  on this  facility,  amounted to $8,211 for the 1995
fiscal  year.  On  February  29,  1996,  this lease will  terminate  and Company
operations will be located at 553 Broad Avenue, Ridgefield, New Jersey.

     b. The Company has no  investment  in real  property  nor in real  property
mortgages nor in securities of entities which engage in real estate activity.



                                              9

<PAGE>
<PAGE>



Item 3.  Legal Proceedings

     The Company was a defendant in an action entitled Sentex Associates Limited
Partnership  ("SAPL") v. Sentex  Sensing  Technology,  Inc.  filed in the United
States  District  Court Western  District of  Washington  in December,  1988 and
bearing  the  Case No.  C88-1577.  This  case  arose  out of the  1981  Research
Agreement between SALP and the Company and the Transfer Agreement, as amended on
September 22, 1983 between SALP and the Company.  On or about November 12, 1985,
the Company exercised its option contained in the Transfer  Agreement to acquire
an exclusive,  worldwide license to use new technology developed for SALP by the
Company. In the course of negotiating the license agreement a dispute arose over
the royalty payments under the Transfer  Agreement.  SALP sought declaratory and
injunctive relief, an accounting and damages in the amount of $116,556.

    Upon the Company's motion,  the Complaint was dismissed without prejudice on
the grounds that neither SALP nor its general partner, Research Management, Inc.
("GP")  had the  capacity  to sue and that their  allegations  failed to state a
claim.  Since the dismissal,  issued on April 18, 1989,  upon advice of counsel,
the  Company  deposited  the royalty  payments  in dispute in an escrow  account
("Escrow") pending appointment of a legal representative for SALP.

    The  Company  was a  defendant  in an  action  entitled  EMSEECO  v.  Sentex
Associates Limited Partnership and Sentex Sentex Sensing Technology,  Inc. filed
November 2, 1994 in Superior  Court,  County of Bergen,  State of New Jersey and
bearing Docket No.  L-010818-94 . The plaintiff was a judgement creditor of SALP
and  petitioned  the  Court to  permanently  enjoin  the  Company  from  paying,
transferring or assigning the Escrow held by the Company to SALP and, to require
the Company to transfer the Escrow to EMSEECO.

    On April 3, 1995, the action was decided in favor of EMSEECO, which decision
was appealed by the Company,  on April 19,  1995,  to the Superior  Court of New
Jersey, Appellate Division,  bearing Docket No. A-4061-94 T5. On August 11, 1995
the Company  obtained a general  release from SALP for any and all claims it has
or may have  against  the Company by payment of a total  amount of  $40,000,  of
which  $21,261.39  was paid to EMSEECO.  In  conjunction  with the release , the
Company discontinued the appeal. A Warrant to Satisfy Judgement,  bearing Docket
No.  L-010818-94,  was entered,  by EMSEECO,  to the Superior  Court,  County of
Bergen, State of New Jersey on December 7, 1995 and the civil action terminated.

      On March 9, 1995 the  Company  instituted  a civil  action  in the  United
States District Court,  District of New Jersey entitled Sentex Acquisition Corp.
v.  ComCentral  Corp.  (ComCentral)  and bearing docket No.  95-1115 (NHP).  The
Company alleged default of a promissory  note, due and payable on April 30, 1994
( the "Note"),  and  requested a judgement  against  ComCentral in the amount of
$150,000 plus interest and the costs of  collection.  During the pendancy of the
action  ComCentral  repaid a portion of the  principal and interest past due. On
May 4, 1995, the Company obtained a Judgement, by default, against ComCentral in
the sum of  $134,698.91  together with the  Company's  cost of  collection.  The
amount represented the principal balance and interest due and owed by ComCentral
to the Company, at the date of the Judgement.




                                              10

<PAGE>
<PAGE>



Item 4   Submission of Matters to a vote of Security Holders

     No matter was submitted to a vote of the Company's  security holders during
the fourth quarter of the fiscal year ending November 30, 1995.

                                     Part II


Item 5. Market For Common Equity and Related Shareholder Matters

             (a) The  Company's  Common  Stock is traded on the NASDAQ  SmallCap
Market tier of The NASDAQ  Stock Market  under the symbol  "SENS".  The range of
high and low closing bid prices by fiscal quarter is presented below.

<TABLE>
<CAPTION>
               1995                        HIGH        LOW
               ----                        ----        ---
                <S>                         <C>           <C> 
            1st  quarter                   .031          .031
            2nd quarter                    .031          .031
            3rd  quarter                   .042          .031
            4th  quarter                   .073          .031

</TABLE>

<TABLE>
<CAPTION>
               1994
                <S>                        <C>           <C> 
            1st  quarter                   .031          .031
            2nd quarter                    .031          .031
            3rd  quarter                   .031          .031
            4th  quarter                   .031          .031
</TABLE>

            The  bid  quotations  represent  interdealer  quotations  and do not
include retail mark-up,  mark-down or commissions,  and may not represent actual
transactions. At January 29, 1996 the closing bid price for the shares was .031,
and the high ask price was .125.

            The Company's  units (Common Stock and Warrants)  were traded in the
Over-The  Counter (OTC) market until April 9, 1989 when the Warrants  expired by
their terms. Thereafter only the Company's Common Stock was listed on the NASDAQ
Stock Market (See above).

            (b) On  February  14,  1996 there were  67,360,081  shares of Common
Stock  outstanding and  approximately  1200 Holders of Record of the outstanding
Common Stock.

            (c) During the past two fiscal years no dividends have been declared
by the  Company.  The  Company  does  not  plan  to pay  cash  dividends  in the
foreseeable future.




                                              11

<PAGE>
<PAGE>



Item 6.  Management's Discussion and Analysis of Financial

              Condition and Results of Operations

                Results of Operations

Fiscal 1995 as Compared to Fiscal 1994

Net sales of the Company's  products  decreased  significently  to $1,313,138 in
fiscal 1995, as compared to $1,593,414  in fiscal 1994.  This decrease  resulted
from decreases in sales of the AQUASCAN as well as a slight decrease in sales of
accessory items which normally  accompany product sales. Sales of other products
and revenue  derived  from service and  technical  assistance  re mained  stable
during fiscal 1995 as compared to fiscal 1994.

Cost of Sales  decreased  to 37.1% in  fiscal  1995 as  constrasted  to 41.5% in
fiscal 1994, principally, as a result of decreases in purchases of raw materials
and production equipment.

Selling,  general and administrative expense remained stable during fiscal 1995,
at $925,029 as compared to $941,502 for the 1994 fiscal year. As a percentage of
total revenue,  however,  selling, general and administrative expenses increased
to 59.5% during fiscal 1995 as compared to 54.5% during  fiscal 1994.  This is a
result of the  decrease  in  product  sales,  while  rent,  insurance  and other
overhead costs remained fixed,  certain  non-recurring  administrative and legal
expenses and a bad debt expense of $35,000.

Due to the  decrease  in  product  sales,  during  fiscal  1995,  total  revenue
decreased to $1,553,851 from  $1,726,812 for the 1994 fiscal year.  Interest and
Other Income increased,  however,  during fiscal 1995 to $240,713 as compared to
$133,398 for the 1994 fiscal year, principally,  as a result of proceeds from an
research and development  contract.  Due to the  aforementioned  decrease in net
product  sales,  as well  as the  reserve  for bad  debt  expense,  the  Company
experienced an operating  loss, for fiscal 1995, of ($177,343)  which was offset
by an  income  tax  benifit  of  $62,466  to a net loss of  ($114,877).  This is
compared to an operating  loss,  for fiscal  1994,  of  ($123,750)  offset by an
income tax benifit of $3,875 to a net loss of ($127,625).

In response to decreases in net product  sales,  the Company has  realigned  its
direct  marketing  and  sales  practices,   seeking,  instead,  joint  marketing
arrangements with companies who market and sell in large  quantities,  generally
under their individual  tradenames.  For several  products,  marketing and sales
efforts have been refocused from large  industrial  users who were the Company's
principal customers in former years to smaller,  application  specific,  product
users.  The Company has,  also,  began  offering its  customers  laboratory  and
on-site  technical  service and short-term  leasing  programs.  In an attempt to
improve profitability,  the Company initiated cost reduction measures, including
decreases in  personnel,  the closing of a Company  facility and  reductions  in
inventory and capital equipment purchases.

During fiscal 1994 the Company converted  investments in long-term  certificates
of deposits,  and U.S.  Governmental Agency Bonds into shorter term money-market
accounts and certificates of deposits to anticipate cash  requirements in fiscal
1996. As a  consequence,  cash and cash  equivalents  increased,  substantially,
during fiscal 1995 to $1,885,975 as compared to $576,157 at

                                       12

<PAGE>
<PAGE>



November  30, 1994,  a net  increase of  $1,309,818.  Net cash used in investing
activities  amounted  to  $1,386,931  due,  primarily,   to  the  aforementioned
redemption  of  short-term  investments.  Net cash used by financing  activities
amounted to $97,443 which represents the Company's purchase of
Treasury Stock.

Liquidity is provided,  principally,  by cash generated by operating  activities
and from  investment  income.  For the fiscal year ended  November 30, 1995, net
cash  used  by  operating  activities  amounted  to  $20,330  which  represents,
primarily, the significent decrease in the net loss for the current fiscal year.
Despite the net loss from  operations,  the Company does not anticipate the need
to raise additional funds nor expect to experience  difficulty in satisfying its
cash requirements in fiscal 1996.

The effective  income tax rate  decreased from an actual expense of 3.1%, at the
1994  fiscal  year-end,  to  (34.5%)  at  November  30,  1995  resulting  from a
utilization of a net operating loss  carry-backs for both fiscal 1994 and fiscal
1995. At November 30, 1995 the Company had a net operating loss  carryforward of
approximately  $75,000 for income tax purposes.  The carryforward will expire in
the year 2010.


Fiscal 1994 as Compared to Fiscal 1993

Net sales of Company  products  decreased  significently to $1,593,414 in fiscal
1994 from $2,022,808 in fiscal 1993. This decrease resulted, principally, from a
decrease in export sales of the SCENTOGRAPH PLUS II, portable gas chromatograph,
as well as slight decreases in the sales of parts,  accessories and servicing of
all products.  Sales of other products  remained  reltitvely  stable although an
increase in the revenue generated from sales of the ACQUASCAN system occurred in
the last quarter of the 1994 fiscal year.

Cost of sales increased from 40.3% in fiscal 1993 to 41.2% in fiscal 1994, which
is a result  of the  decreases  in net sales  while  rent,  insurance  and other
overhead costs remained fixed.

Selling,  general and  administrative  costs  decreased,  significently,  during
fiscal 1994 to $941,502 as compared to $1,106,720 in fiscal 1993.  This decrease
resulted from  cost-savings  effected  through  reduction in Company  personnel,
decreases in employee benifits,  and declines in administrative  expenses.  As a
percentage of total revenue , selling, general and administrative costs remained
relitively stable at 54.5% as compared to 54.7% from the prior fiscal year.

Due to the decrease in net product  sales  during  fiscal  1994,  total  revenue
decreased  to  $1,726,812  as compared to  $2,129,374  for the 1993 fiscal year,
although a slight  increase in interest and other income was  evidenced.  Due to
the aforementioned  decrease in net product revenue,  the Company  experienced a
net loss of  ($127,625)  for the 1994 fiscal year as compared to a net income of
$33,889 for the prior fiscal year.

            The Company  anticipates  revenue  growth during fiscal 1995 through
one or more research and  development  contracts and  increased  sales  efforts,
particularly,  of the  Aquascan  system.  This  appears to be  supported  by the
increase in revenue experienced in the final quarter of the 1994
fiscal year.

                                       13

<PAGE>
<PAGE>




Throughout   fiscal  1994  the  Company   converted   investments  in  cash  and
certificates  of deposit with  maturities of three months or less to investments
in U.S.  Government and Agency Bonds and certificates of deposit with maturities
of six to fifteen months to maximize  return.  As a  consequence,  cash and cash
equivalents  decreased in fiscal 1994 from $1,744,463 as of November 30, 1993 to
$576,157  as of  November  30,  1994.  Cash  flow used in  investing  activities
amounted  to  $913,392  due,  primarily,  to the net  purchases  of  short  term
investments  of  $927,589.  Net cash used by  financing  activities  amounted to
$129,995 which represents the Company's purchase of treasury stock.

Liquidity is provided,  primarily, by cash generated by operating activities and
from  investment  income.  For the fiscal year ended November 30, 1994, net cash
used by operating activities amounted to ($154,919) which is a result of the net
loss for the  current  fiscal  year of  ($127,625)  and an  increase in accounts
recievable  due to an  increase  of  products  shipped  in the last month of the
current fiscal year. Despite the net loss from operations,  the Company does not
anticipate  the  need  to  raise  additional  funds  nor  expect  to  experience
difficulty in satisfying its cash requirements during fiscal 1995.

         The effective  pre-tax  income rate decreased from 32.2% in fiscal 1993
to 2,4 % for fiscal 1994. This decrease was due, primarily,  to the current year
net loss of ($127,625). Approximately 93% of the provision for income taxes is a
result of the change in deferred  income taxes  together  with the net effect of
the previous years under  accrual.  The remaining 7% represents a combination of
corporate income and minimum taxes.

Financial Condition

            At November 30, 1995, total current assets amounted to $2,817,166 as
compared to  $3,077,317  at  November  30,  1994 with  approximately  $2,400,000
readily available to fund present operations.  Current liabilities  decreased as
of November  30,  1995 to $118,149 as compared to $192,789 at November  30, 1994
due,  principally,  to decreases in the purchases of raw materials.  At November
30, 1995,  working  capital stood at $2,699,017 as compared to $2,884,528 at the
close of the prior fiscal year, a decrease due, primarily, to the operating loss
experienced in the current  fiscal year.  Funds  generated  from  operations and
investments  plus the amount of funds  currently  available  are  expected to be
sufficient  to fulfill the Company's  anticipated  cash  requirements  in fiscal
1996.



 Changes in Accounting Standards

    The  Financial   Accounting  Standards  Board  (FASB)  issued  Statement  of
Financial Accounting Standards (SFAS) No. 121, "Accounting for the Impairment of
Long-Lived  Assets and for Long-Lived  Assets to be Disposed of", in March 1995.
SFAS No. 121 established  accounting  standards for the impairment of long-lived
assets, certain identifiable intangibles,  and good will related to those assets
to be held and used,  and for the  long-lived  assets  and  certain  identifible
intangibles to be disposed of. It is effective for financial  statements  issued
for fiscal years beginning after December 15, 1995. SFAS No. 114, "Accounting by
Creditors for Impairment of a Loan"

                                       14

<PAGE>
<PAGE>



establishes  accounting  standards for the  impairment of certain  loans.  It is
effective for financial statements for fiscal years beginning after December 15,
1994.  Adoptions  of SFAS Nos.  121 and 114 is not  expected  to have a material
impact on the Company's financial statements.

     The  FASB  has also  issued  SFAS No.  123,  "Accounting  for  Stock  Based
Compensation",  in October 1995.  SFAS No. 123 uses a fair value based method of
accounting  for stock options and similiar  equity  instruments as contrasted to
the  intrinsic  valued  based  method of  accounting  proscribed  by  Accounting
Principals  Board  (APB)  Opinion  No.  25,  "Accounting  for  Stock  Issued  to
Employees".The  accounting  requirements  of  SFAS  No.  123 are  effective  for
transactions  entered into in fiscal  years that begin after  December 15, 1995;
the  disclosure  requirements  of SFAS  No.  123  are  effective  for  financial
statements  for fiscal years  beginning  after  December  15, 1995.  The Company
currently does not have any outstanding stock options.

     In December,  1994, the American  Institute of Certified Puplic Accountants
issued  Statement of Position ("SOP") 94-6,  "Disclosure of Certain  Significent
Risks and  Uncertainties",  the  provisions of which are effective for financial
statements  issued for fiscal years ended after  December 15, 1995.  In general,
SOP 94-6 requires disclosures about the nature of a company's operations and the
use of estimates in the  preparation of financial  statements.  The Company does
not  anticipate  a  significent   expansion  of  its  financial  statement  note
disclosure as a result of SOP 94-6.




Item 7.  Financial Statements

            See Index to Financial Statements appearing on Page F-1.


Item 8.  Changes in and Disagreements on Accounting and Financial Disclosure

                   Not applicable




                                       15

<PAGE>
<PAGE>



                                    PART III

Item 9.  Directors, Executive Officers, Promoters and
              Control Persons; Compliance With Section 16(a) of the Exchange Act

           The directors and executive officers of the Company are as follows:

<TABLE>
<CAPTION>

            Name                Age

<S>                              <C>             <C>                                             
         Joanne Bianco...........50         Interim President
                                            Director
         Amos Linenberg..........60         Director
         Matthew Keshishian......56         Director
         Joseph Bianco...........45         Director
         Allan Esrine ...........66         Director
</TABLE>



         All directors hold office until the next annual meeting of shareholders
of the Company and thereafter  until their  successors are chosen and qualified.
Executive officers of the Company are elected annually by the Board of Directors
and hold office  until their  successors  are chosen and  qualified,  subject to
earlier removal by the Board of Directors.

          The  following  relationships  exist among the directors and executive
officers of the Company.  Dr. Linenberg and Ms. Bianco were formerly married and
divorced in April 1995. Mr. Bianco is the brother of Ms. Bianco.

           Ms. Joanne Bianco has acted as the Company's Secretary since November
1982, as a Director  since November 1980 and, since May 1991 as President of the
wholly-owned  subsidiary,  Sentex  Acquisition  Corp. Ms. Bianco was the General
Manager of the Company from  November,  1984 until May, 1991 and has also served
as its Executive Vice President and Chief Financial Officer.  In August 1994 she
was appointed Interim  President of the Company,  to serve until a new President
is appointed.  Ms. Bianco, an attorney,  was formerly  associated with Proskauer
Rose Goetz &  Mendelsohn,  a New York City law firm from June 1983 to  September
1984. She holds an M.A. in Psychology from Fairleigh Dickenson  University and a
J.D. from Benjamin N. Cardozo School of Law, Yeshiva University, where she was a
member of the Law Review.

          Dr. Amos  Linenberg,  a  Director,  has acted in that  capacity  since
founding the Company in November 1980.  From November 1980 until August 1994 Dr.
Linenberg was President of the Company.  In May 1991, he was appointed President
of the wholly-owned subsidiary,  Sentex Systems, Inc. and was reappointed as its
President  upon its  reformation.  He is  primarily  responsible  for  executive
management  as well as  supervising  the  Company's  research,  development  and
engineering  of new  products.  From 1979  through  1980,  Dr.  Linenberg  was a
Vice-President of XID Corporation,  Clifton,  New Jersey, which is a distributor
of the Company's  portable  explosives  detector,  the SCANEX JR. Dr.  Linenberg
received his M.Sc. in Analytical  Chemistry from Hebrew University and his Ph.D.
in Analytical Chemistry from the same university.



                                       16

<PAGE>
<PAGE>



      Matthew  Keshishian,  a Director of the  Company  since May,  1991,  is an
attorney  practicing in the State of New Jersey for more than 25 years. He holds
an M.BA from  Fairleigh  Dickinson  University,  a L.LB from  George  Washington
University and has served as an assistant professor of Marketing and Business at
Fairleigh Dickinson University,  Teaneck, New Jersey. Mr. Keshishian is a member
of the U.S. Supreme Court,  U.S.  District Court, the U.S. Tax Court and the New
Jersey Court system. Mr. Keshishian has represented the Company on various legal
matters  since 1981 and will be  retained in the future  should his  services be
required.

       Mr.  Joseph  Bianco,  a Director,  since May 1991,  was a  treasurer  and
Director  of the  Company  for the period  November  1981 to April  1988.  Since
November 1990, Mr. Bianco has been the Chairman,  Chief Executive  Officer and a
Director  of  Alliance  Entertainment  Inc.  a  public  company  engaged  in the
distribution  of records,  compact disks and related items.  In 1988, Mr. Bianco
founded Whyte, Lyon & Co., a general investment banking concern,  of which he is
President. From August 1988 to August 1992, Mr. Bianco served as Chairman of the
Board of Dream Car Holdings,  Inc and from 1992 to 1994,  Mr. Bianco served as a
Director of New Day Beverage,  Inc., a public company engaged in the bottling of
"new age"  beverages.  Mr. Bianco holds an M.A. from New York  University  and a
J.D.  from Yale  University,  where he was a member  of Law  Review.

       Mr.  Allan Esrine,  a  Director  since  May 1991,  has for  the  past six
years  been a Vice President and Director  of  IDIICO,  New York,  New  York,  a
Company  engaged in the private finance business.


Upon the closing of the proposed CPS Transaction (See Item 1(a) Business),  four
of the five  current  directors  of the Company  will resign with CPS  designees
being  appointed to the  Company's  Board of  Directors  pending the next Annual
Meeting of Shareholders.  It is contemplated that the four current directors who
will resign at that time are Amos Linenberg,  Matthew  Keshishian,  Allan Esrine
and Joseph Bianco,  while Joanne Bianco will remain a director with the four CPS
designees.  CPS has  advised  the Company  that the newly  constituted  Board of
Directors  will appoint Mr.  Robert S. Kendall as Chairman and  President of the
Company and Mr. James Few as its Chief Financial Officer. A brief description of
the four CPS designees is as follows:

       Mr.  Robert S.  Kendall  (age 56) is  Chairman  and  President  of CPS, a
mergers and acquisition  holding  company.  He is also Chairman of the Board and
founder of LDI  Corporation,  an asset leasing and technology  services  company
whose  shares are  traded on the  NASDAQ  Stock  Market.  Mr.  Kendall is also a
general  partner in NCP, Ltd., a real estate  partnership  engaged in acquiring,
financing and managing  various  types of real estate  properties.  Mr.  Kendall
graduated  from Case Western  Reserve  University  with a  bachelor's  degree in
psychology and attended graduate school at John Carroll University.

       Mr. James Few (age 46) has served as Vice  President and Chief  Financial
Officer of CPS since October 1995.  From June 1993 to October 1995,  Mr. Few was
an  independant  financial  consultant.  He served as Senior Vice  President  of
Boston  Distributers  from November 1992 to May 1993,  which entity was declared
bankrupt  pursuant to Chapter 11 of the  Bankruptcy  laws in  February  1993 and
liquidated  pursuant to Chapter 7 of the  Bankruptcy  laws sometime  thereafter.
From May 1991 to November  1992,  Mr. Few served as Executive  Vice President of
Operations and Finance for Progressive  Communications  Technology.  Mr. Few was
engaged  as an  independant  financial  consultant  from 1989 to 1991.  Mr.  Few
recieved a bachelor's degree in Business Management from Providence College.


                                       17

<PAGE>
<PAGE>



       Mr. Julius Hess (age 34) is Assistant  Vice President of CPS, where he is
responsible  for research and analysis.  Prior to joining CPS in November  1994,
Mr. Hess was Human  Resources  Manager for a division of GE Capital  since 1990.
From  1989  to  1990 he was  Senior  Human  Resources  Representative  for  B.F.
Goodrich.  Mr.  Hess  graduated  from Miami  University  in Oxford,  Ohio with a
bachelor's  degree in  political  science and  attended  graduate  school at the
University of Minnesota. Mr. Hess is Mr. Kendall's son-in-law.

       Mr.  Ronald M. Lipson (age 61) has been a  practicing  attorney  for more
than thirty-five years in Cleveland,  Ohio in various areas including corporate,
business  and  real-estate  law.  Mr.  Lipson is also a general  partner  in G&C
Properties,  an Ohio real estate partnership engaged in the buying,  selling and
managing of various  types of real estate.  Mr. Lipson  graduated  from Adelbert
College of Case Western Reserve  University with a bachelor's degree in business
administration and a J.D. from Case Western Reserve University of Law.









                                              18

<PAGE>
<PAGE>



Item 10.    Executive Compensation

     The following  table sets forth the cash  compensation,  as well as certain
other  compensation on paid or accrued,  for services rendered in all capacities
to the Company  during the fiscal years ended  November 30, 1995,  1994 and 1993
paid (i) to the Company's Chief  Executive  Officer and (ii) any other executive
officer whose cash compensation exceeded $100,000.

<TABLE>
<CAPTION>
                   Annual Compensation Long Term Compensation

Name  &            Fiscal Year     Salary      Other        Restricted   Options/
Principal          Ended 11/30                 Annual          Stock       SARs
Position                                        Comp.         Awards
                                    ($)         ($)             ($)         ($)
----------------------------------------------------------------------------------
<S>                    <C>         <C>           <C>             <C>        <C>
Joanne  Bianco        1995        99,999(1)       0               0          0
Interim President
Director

Amos Linenberg        1995       130,676     18,545(2)            0         0
President, Sentex
Systems, Inc.
Director

Joanne Bianco         1994       104,038(3)       0               0         0
Interim President
Director

Amos Linenberg        1994       132,176     18,377(2)            0         0
President,
Director

Amos Linenberg        1993       121,543     22,079(2,4)          0         0
President,
Director
</TABLE>
---------------------------------------
(1) Includes $13,461 of accrued but unpaid salary in fiscal 1995.
(2) Consists of automobile and insurance allowances.
(3) Includes $4,624 of deferred salary from fiscal 1993.
(4)  Consists of contributions made to the Sentex Sensing
Technology Employee Profit Sharing Plan

Employment Agreements

The Company has no employment  agreements  with any Executive  Officer.  The CPS
Transaction  (See Item 1(a) Business)  contemplates  that the Company will enter
into a  four-year  employment  agreement  with Dr.  Linenberg.  Pursuant  to the
proposed   employment   agreement,   Dr.   Linenberg   will  act  as   Executive
Vice-President  of the  Company  for a base  salary of  $132,176  per annum plus
annual  cost-of  living  increases and certain  incentive  compensation  up to a
maximum of 25% of his base compensation.  The stock purchase  agreements further
provide that, coincident with the closing

                                       19

<PAGE>
<PAGE>



of the CPS  Transaction,  Ms.  Bianco  will resign as Interim  President  of the
Company  to serve,  for a two year  period,  as a  part-time  consultant  to the
Company.  The proposed  agreement provides for a base compensation of 75,000 per
annum  and  further  provides  that she will  agree not to  engage  directly  or
indirectly in any competing  business for a three year period.  In consideration
of her  agreement  not to  compete , it is  contemplated  that Ms.  Bianco  will
recieve  an  additional  $100,000  from  the  Company  payable  in  three  equal
installments, during 1996, 1997 and 1998.

Stock Options

The Company has no stock options outstanding.

Compensation Pursuant to Plans

The Company has no plans  pursuant  to which cash or non-cash  equivalents  were
paid or  distributed  during the last fiscal year or are  proposed to be paid or
distributed in the future.

Compensation of Directors
During fiscal 1995, Directors were not compensated for acting in that capacity.



                                              20

<PAGE>
<PAGE>




Item 11.  Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth certain  information as of February 14, 1996
regarding the beneficial  ownership of the Company's  Common Stock by (i) all of
those known to the Company to be beneficial  owners of more than five percent of
its Common  Stock,  (ii) each  director and officer of the Company and (iii) all
directors and officers of the Company as a group. Except as otherwise indicated,
sole voting and investment power, with respect to shares listed in the table, is
held by the owner indicated.

<TABLE>
<CAPTION>
                                      Amount and  % of
                         Name and address            Nature           Shares
                         of Beneficial               of Beneficial    Out-
                         Owner(1)                    Ownership        Standing

                                   <S>              <C>               <C>  
                         Amos Linenberg(2)(5)(6)     11,389,204        16.9%

                         Joanne Bianco(2)(7)          9,309,917        14.1%

                         Salvatore Bianco(3)(8)       4,192,000         6.1%


                         Derco, Ltd.                  4,408,000         6.4%
                         P.O. Box 1790
                         Georgetown, Grand Cayman
                         Cayman Islands,
                         British West Indies

                         Matthew Keshishian               0              0

                         Joseph Bianco                    0              0

                         Allan Esrine                     0              0

                         All Directors and
                         Officers as a group
                         5 persons)                  20,699,121       31.0%

</TABLE>


1) The name and  address  of each  individual  listed in the table is c/o Sentex
Sensing Technology Inc., 553 Broad Avenue,  Ridgefield,  N.J. 07657.
2) Dr. Amos  Linenberg and Ms.  Joanne  Bianco were divorced in April,  1995. In
May, 1995 Dr. Linenberg transferred,  for no consideration,  2,229,123 shares of
the Company's common stock to the Daniele Linenberg Trust.  Daniele Linenberg is
the daughter of Dr. Linenberg and Ms. Bianco.
3) Mr. S. Bianco disclaims any benifical  interest in the stock ownership of his
daughter, Ms. Joanne Bianco.
(4) There are no  options or  warrants  for  common  stock that are  convertible
within 60 days of the date hereof.
(5) In connection with the May 1995 transfer of 2,229,123 shares of common stock
to the Daniele Linenberg Trust, Dr. Linenberg failed to file, on a timely basis,
the report  required  pursuant Rule 16a-3(e) of the  Securities  Exchange Act of
1994. During the fiscal year ended November 30, 1995,all other such reports were
filed timely .

                                       21

<PAGE>
<PAGE>


(6) Upon  consummation of the CPS Transaction,  CPS will own 3,000,000 shares of
common stock currently owned by Dr.  Linenberg and will obtain voting control of
the remaining 8,389,204 shares.
(7) Upon  consummation of the CPS Transaction,  CPS will own 8,509,917 shares of
common stock currently owned by Ms. Bianco and will obtain voting control of the
remaining 1,000,000 shares.
(8) Upon  consummation of the CPS Transaction,  CPS will own 3,867,421 shares of
common stock,  representing all of the shares of common stock currently owned by
Mr. Bianco.





Item 12.  Certain Relationships and Related Transactions

          Reference  is made to Item 2 of this  Form  10-KSB  for the  Company's
lease with Dr. Amos Linenberg.

          Mr. Matthew  Keshishian a Director of the Company  recieved $9,000 and
$7500 for legal and  consulting  services to the Company  during fiscal 1995 and
fiscal  1994,  respectively.   The  Company  believes  that  the  terms  of  his
consultancy to be on terms no less favorable to the Company than could have been
recieved from unaffiliated third parties.

          The Company paid Maklin Ltd., a software development company,  $31,137
during  fiscal 1995 for upgrades and  modifications  to several of the Company's
products.  Maklin Ltd. is owned, in part. by Youri  Linenberg,  Dr.  Linenberg's
son.

         All  current  transactions  between  the  Company,  and  its  officers,
directors and principal  stockholders or any affiliates  thereof are, and in the
future such transactions will be, on terms no less favorable to the Company than
could be obtained from unaffiliated third parties.







                                              22

<PAGE>
<PAGE>



 Item 13.          Exhibits, List and Reports on Form 8-K

(a)  Exhibits
            3.1*   Certificate of Incorporation, as amended.
            3.2*   By-Laws.
            3.3*** Certificate of Incorporation of Sentex
                   Acquisition Corp.
            3.4*** Certificate of Incorporation of Sentex
                   Systems, Inc.
            3.5*** Certificate of Merger of Sentex Systems Inc.
                   into the Company
            3.6****Certificate of Incorporation of Sentex
                   Systems, Inc.
            4.1*   Specimen Certificate of Common Stock.
            4.2*   Specimen Warrant Certificate.
            4.3*   Warrant Agreement.
            4.4*   Underwriter's Warrant.
            10.1*  Research and Development Agreement between the
                   Company and Sentex Associates.
            10.2*  Technology Transfer Agreement between the Company
                   and Sentex Associates, as amended.
            10.3*  Distribution Agreement between the Company and
                   XID Corporation, as amended.
            10.4*  Employment Agreement with Dr. Amos Linenberg.
            10.5** Consulting Agreement with Mr. Joseph Bianco.
            10.6*  Form of Shareholders' Option Agreements.
            10.7*  Letter of Agreement between the Company and XID
                   Corporation.
            20.1   Information Statement provided to Security Holders
                   pursuant to Section 14(f) and  electronically  filed with the
                   Securities  and Exchange  Comission on December 12, 1995.
            27.1   Financial Data Schedules, attached herewith.

 *     Incorporated by reference to exhibits bearing same exhibit
       numbers, filed with the Company's Registration Statement on
       Form S-1, File No. 2-86860.
 **    Incorporated by reference to exhibits  bearing same exhibit  numbers,
       filed with the  Company's  Form 10-K for the year ended  November 30,
       1984.
***    Incorporated by  reference to exhibits bearing the same exhibit  numbers,
       filed with the Company's Form 10-KSB for the fiscal year  ended  November
       30, 1992.
****   Incorporated  by reference to exhibits  bearing the same exhibit numbers,
       filed with the Company's Form 10-KSB for the fiscal  year ended  November
       30, 1994.

(b)     Reports on Form 8-K.
     No reports on Form 8-K have been filed by the Company for the quarter ended
November 30, 1995.

                                       23

<PAGE>
<PAGE>



                                    SIGNATURE


            Pursuant  to  the  requirements  of  Sections  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,
thereunto duly authorized.

Date:    February 20, 1996   SENTEX SENSING TECHNOLOGY, INC.


                             BY:Joanne M. Bianco
                                Joanne M. Bianco
                                Interim  President




            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:

<TABLE>
<CAPTION>

Signature                         Title                              Date


<S>                              <C>                                 <C>    
Joanne M. Bianco           Interim President                  February 20,1996
Joanne M. Bianco           Director

Amos Linenberg             Director                           February 26, 1996
Amos Linenberg

Allan Esrine               Director                           February 23, 1996
Allan Esrine

Matthew Keshishian         Director                           February 23, 1996
Matthew Keshishian

Joseph Bianco              Director                           February 23, 1996
Joseph Bianco

</TABLE>



                                       24

<PAGE>
<PAGE>


SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES


INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


<TABLE>
<CAPTION>

                                          Page to Page


<S>                                             <C>
Report of Independent Auditors. . . . . . .   F-2

Consolidated Balance Sheet as of
November 30, 1995 . . . . . . . . . . . . .   F-3

Consolidated Statements of Operations
for the years ended November 30,
1995 and 1994 . . . . . . . . . . . . . . .   F-4

Consolidated Statements of Stockholders'
Equity for the years ended November 30,
1995 and 1994 . . . . . . . . . . . . . . .   F-5

Consolidated Statements of Cash Flows
for the years ended November 30,
1995 and 1994 . . . . . . . . . . . . . . .   F-6

Notes to Consolidated Financial
Statements. . . . . . . . . . . . . . . . .   F-7 .F-13
</TABLE>
                                      F-1
<PAGE>
<PAGE>



             REPORT OF INDEPENDENT AUDITORS


To the Board of Directors and Stockholders of
Sentex Sensing Technology, Inc.
Ridgefield, New Jersey



We have audited the accompanying consolidated
balance sheet of Sentex Sensing Technology, Inc. and
subsidiaries as of November 30, 1995, and the related
consolidated statements of operations, stockholders'
equity, and cash flows for each of the two fiscal years
in the period ended November 30, 1995.  These
consolidated financial statements are the responsibility
of the Company's management.  Our responsibility is to
express an opinion on these consolidated financial
statements based on our audits.

We 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 consolidated
financial statements are free of material misstatement. 
An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the
consolidated financial statements.  An audit also
includes assessing the accounting principles used and
significant estimates made by management, as well as
evaluating the overall consolidated financial statement
presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements
referred to above present fairly, in all
material respects, the consolidated financial position of
Sentex Sensing Technology, Inc. and its subsidiaries as
of November 30, 1995, and the results of their operations
and their cash flows for each of the two fiscal years in
the period ended November 30, 1995, in conformity with
generally accepted accounting principles.

As discussed in the accompanying notes to the
financial statements, effective December 1, 1994, the
Company adopted a new accounting standard promulgated by
the Financial Accounting Standards Board, changing its
method of accounting for certain investments in debt and
equity securities.

                             MORTENSON AND ASSOCIATES, P. C.
                             -------------------------------
                             MORTENSON AND ASSOCIATES, P. C.
                              Certified Public Accountants.


Cranford, New Jersey
January 26, 1996

                                  F-2
<PAGE>
<PAGE>

SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET AS OF NOVEMBER 30, 1995.

<TABLE>

<S>                                                      <C>                  
Assets:
Current Assets:
  Cash and Cash Equivalents                                        $1,885,975
                                                                   ----------
  Certificates of Deposit                                              90,000
  Short-Term Investments                                              209,559
  Accounts Receivable [Net of Allowance for
   Doubtful Accounts of $2,162]                                       248,953
  Inventories                                                         233,975
  Prepaid Expenses                                                     11,623
  Refundable Income Taxes                                              12,400
  Note Receivable                                                      90,936
  Other Current Assets                                                 33,745
                                                                   ----------
  Total Current Assets                                              2,817,166

Property and Equipment - [Net of Accumulated 
  Depreciation and Amortization]                                       48,991

Other Assets                                                           10,735
                                                                   ----------
  Total Assets                                                     $2,876,892
                                                                   ----------
                                                                   ----------
Liabilities and Stockholders' Equity:
Current Liabilities:
  Accounts Payable                                                 $   37,450
  Accrued Expenses                                                     48,338
  Accrued Payroll                                                      16,752
  Customer Deposits                                                     8,700
  Other Current Liabilities                                             6,909
                                                                   ----------
  Total Current Liabilities                                           118,149

Commitments and Contingencies                                              --
                                                                   ----------
  Total Liabilities                                                   118,149
                                                                   ----------
Stockholders' Equity:
  Common Stock, No Par Value, Authorized
   200,000,000 Shares, Issued 76,206,081 Shares,
   Outstanding 67,360,081 Shares                                    1,955,489

  Retained Earnings                                                 1,110,298
                                                                   ----------
  Total                                                             3,065,787
  Unrealized Holding Gain on Securities
   Available for Sale                                                   6,174
  Less:  Treasury Stock - At Cost -
   8,846,000 Shares                                                  (313,218)
                                                                   ----------
  Total Stockholders' Equity                                        2,758,743
                                                                   ----------

  Total Liabilities and Stockholders' Equity: 
                                                                   $2,876,892
                                                                   ----------
                                                                   ----------
</TABLE>

See Notes to Consolidated Financial Statements.

                                      F-3

<PAGE>
<PAGE>
SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
 
                                        Years ended
                                        November 30,
                                    --------------------
                                    1 9 9 5      1 9 9 4
                                    -------      -------
<S>                            <C>            <C>
Revenues:
  Net Sales                    $   1,313,138  $  1,593,414
                               -------------  ------------
  Interest and Other Income          240,713       133,398
                               -------------  ------------
  Total Revenues                   1,553,851     1,726,812
  
Costs and Expenses:             
  Cost of Sales                      489,522       657,045
  Selling, General and
   Administrative                    925,029       941,502
  Research and Development           316,643       252,015
 
                               -------------  ------------ 
  Total Costs and Expenses         1,731,194     1,850,562
                               -------------  ------------
  Loss Before Income Tax
   [Benefit] Expense                (177,343)     (123,750)
  
Provision for Income Tax
  [Benefit] Expense                  (62,466)        3,875
                               -------------  ------------
  Net Loss                      $   (114,877)  $  (127,625)
                               -------------  ------------
                               -------------  ------------ 
  Net Loss Per Share            $         --   $        --
                               -------------  ------------
                               -------------  ------------
  Weighted Average Number of
   Shares Outstanding             68,024,759    72,962,552
                               -------------  ------------
                               -------------  ------------
</TABLE>


See Notes to Consolidated Financial Statements.

                                       F-4

<PAGE>
<PAGE>

SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                            Unrealized
                                                             Holding
                                                             Gain on
                      Common Stock                          Securities     Treasury Stock       Total
                 -----------------------        Retained     Available   ------------------- Stockholders'
                  Shares          Amount        Earnings     for Sale    Shares      Amount     Equity
                  ------          ------        --------     ----------  ------      ------     ------
<S>             <C>         <C>             <C>             <C>        <C>       <C>           <C>   
Balance -
 November 30,
  1993          76,206,081  $   1,955,489   $   1,352,800   $      --  2,072,000 $   (85,780)  $ 3,222,509

Acquisition of
Treasury Stock          --             --              --          --  3,881,000    (129,995)     (129,995)

  Net [Loss]            --             --        (127,625)         --         --          --      (127,625)
                ----------   ------------   -------------    --------  ---------  ----------   -----------
Balance -
  November 30,
  1994          76,206,081      1,955,489       1,225,175          --  5,953,000    (215,775)    2,964,889

  Acquisition
   of Treasury
   Stock                --             --              --          --  2,893,000    (97,443)       (97,443)

  Unrealized
   Holding
   Gain on
   Securities
   Available
   for Sale             --             --              --       6,174         --          --          6,174
  Net [Loss]            --             --        (114,877)         --         --          --       (114,877)
                ----------   ------------   -------------    --------  ---------  ----------   -----------

Balance -
  November 30,
  1995          76,206,081  $   1,955,489   $   1,110,298   $   6,174  8,846,000 $   (313,218)  $ 2,758,743
                ----------   ------------   -------------    --------  ---------  ----------   -----------
                ----------   ------------   -------------    --------  ---------  ----------   -----------

</TABLE>


See Notes to Consolidated Financial Statements.

                                      F-5

<PAGE>
<PAGE>


SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                   Years ended
                                                   November 30,
                                              ----------------------
                                              1 9 9 5        1 9 9 4
                                              -------        -------
<S>                                       <C>               <C>
Operating Activities:
  Net [Loss]                              $  (114,877)  $   (127,625)
  Adjustments to Reconcile Net
   [Loss] to Net Cash Provided by
   [Used for] Operating Activities:                   
   Depreciation and Amortization               28,270         33,690
   Deferred Income Taxes                        1,080           (615)
   Gain on Sale of Equipment                   (4,706)       (27,902)
   Provision for Bad Debt                      35,000             --

  Changes in Assets and Liabilities:                  
   [Increase] Decrease in:        
     Accounts Receivable                      206,953       (106,965)
     Inventories                              (44,670)        30,408
     Prepaid Expenses                         (11,567)        12,832
     Refundable Income Taxes                  (11,682)          (764)
     Other Current Assets                      12,760         (7,695)
     Other Assets                             (10,735)            --

   Increase [Decrease] in:        
     Accounts Payable                         (15,370)        24,542
     Accrued Expenses                         (34,556)        14,774
     Accrued Payroll                           10,825            670
     Customer Deposits                            215          3,159
     Other Current Liabilities                (26,610)        (3,428)
                                          -----------   ------------
   Total Adjustments                          135,207        (27,294)
                                          -----------   ------------
  Net Cash - Operating Activities              20,330       (154,919)
                                          -----------   ------------
Investing Activities:             
  Proceeds on Sale of Equipment                11,200         51,325
  Redemption of Short-Term
   Investments                              1,775,370      1,290,000
  Purchase of Short-Term
   Investments                               (387,102)    (2,217,589)
  Acquisition of Equipment and
   Improvements                               (12,537)       (37,128)
                                          -----------   ------------
  Net Cash - Investing Activities           1,386,931       (913,392)
                                          -----------   ------------
Financing Activities:             
  Acquisition of Treasury Stock               (97,443)      (129,995)
                                          -----------   ------------
  Net Increase [Decrease] in Cash
   and Cash Equivalents                     1,309,818     (1,198,306)
  
Cash and Cash Equivalents -
  Beginning of Years                          576,157      1,774,463
                                          -----------   ------------
  Cash and Cash Equivalents -
   End of Years                           $ 1,885,975   $    576,157
                                          -----------   ------------
                                          -----------   ------------
  
Supplemental Disclosures of Cash Flow Information:
  Cash paid during the years for: 
   Interest                               $        --   $         --
   Income Taxes                           $       689   $      9,525

</TABLE>


See Notes to Consolidated Financial Statements.

                                       F-6

<PAGE>
<PAGE>
SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



[1] Organization, Background and Industry Segment

The consolidated financial statements include the
accounts of Sentex Sensing Technology, Inc. and its
wholly-owned subsidiaries [the "Company"].  All material
intercompany accounts and transactions have been
eliminated in consolidation.

One of the subsidiaries, Sentex Systems, Inc., is engaged
in the business of developing, manufacturing and selling
automated gas chromatography devices designed to detect
the presence of certain substances by identifying and
measuring the concentrations of certain atmospheric
vapors.  The other subsidiary, Sentex Acquisition Corp.,
is pursuing new investment opportunities on behalf of the
Company.

The Company's business is confined to a single industry
segment, manufacturing analysis equipment.

[2] Summary of Significant Accounting Policies

Inventories - Inventories are stated at the lower of
cost, with cost being determined on the first-in,
first-out [FIFO] method, or market.

Equipment and Improvements and Depreciation - Equipment
and improvements are stated at cost less accumulated
depreciation and amortization.  Depreciation and
amortization are computed using straight-line and
accelerated methods over the estimated useful lives of
the respective assets.  Estimated useful lives range from
3 to 31.5 years as follows:

Machinery and Equipment                  3     -    7    Years
Automobiles                              3     -    5    Years
Leasehold Improvements                  10     -    31.5 Years

Expenditures for normal repairs and maintenance are
charged against income as incurred.

Revenue Recognition - The Company records revenue as
products are shipped to customers.

Warranty Costs - The Company's products are sold with a
warranty for parts and labor.  Estimated costs of product
warranties are charged to operations at time of sale.

Research and Development Costs - Research and development
costs are expensed as incurred.

Cash and Cash Equivalents - Cash equivalents are
comprised of certain highly liquid investments with a
maturity of three months or less when purchased.  The
Company did not have any cash equivalents as of November
30, 1995.

Reclassification - Certain prior year balances have been
reclassified to conform to current year's presentation.

Concentration of Credit Risk - Financial instruments
which potentially subject the Company to concentrations
of credit risk are cash and cash equivalents, investments
in a certificate of deposit, U.S. Government and Agency
Bonds, and accounts receivable arising from its normal
business activities.  Concentrations of credit risk with
respect to trade receivables are limited, due to the
number of customers comprising the Company's customer
base and their disposition across different industries
and geographic areas.  Bad debt expenses have not been
material.  The Company places its cash and cash
equivalents with high credit quality financial
institutions.  The amount on deposit in any one
institution that exceeds federally insured limits is
subject to credit risk.  As of November 30, 1995, the
Company had $852,219 in cash balances at financial
institutions which were in excess of the federally
insured limits. 

                                       F-7

<PAGE>
<PAGE>
SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Sheet #2

[3] Inventories

Inventories consist of:

                            November 30,
                              1 9 9 5
                              -------
Raw Materials             $   115,812
Work-in-Process                36,177
Finished Goods                 81,986
                          -----------
       Total              $   233,975
                          -----------
                          -----------

[4] Property and Equipment

Property and equipment consist of the following:

                                          November 30,
                                             1 9 9 5
                                             -------
Machinery and Equipment                $      134,475
Automobiles                                    22,826
Leasehold Improvements                         15,100
                                       --------------
Total - At Cost                               172,401
Accumulated Depreciation
and Amortization                              123,410
                                       --------------
                        Net            $       48,991
                                       --------------
                                       -------------- 
[5] Investments

The Company adopted Statement of Financial Accounting
Standards ["SFAS"] No. 115, "Accounting for Certain
Investments in Debt and Equity Securities," at December
1, 1994.  In accordance with SFAS No. 115, prior years'
financial statements are not to be restated to reflect
the change in accounting method.  There was no cumulative
effect as a result of adopting SFAS No. 115 at
December 1, 1994. 


Management determines the appropriate classification of
its investments in debt and equity securities at the time
of purchase and reevaluates such determination at each
balance sheet date.  Debt securities for which the
Company does not have the intent or ability to hold to
maturity are classified as available for  sale. 
Securities available for sale are carried at fair value,
with any unrealized holding gains and losses, net of tax,
reported in a separate component of stockholders' equity
until realized.  At November 30, 1995, the Company had no
investments that qualified as trading or held to
maturity.  Debt securities available for current
operations are classified in the balance sheet as current
assets.

At November 30, 1994, short-term investments were stated
at the lower of aggregate cost or market.

                                      F-8

<PAGE>
<PAGE>
SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Sheet #3

[5] Investments [Continued]

Realized gains and losses on disposition are based on the
net proceeds and the adjusted book value of the
securities sold using the specific identification method. 
Unrealized holding gains and losses on investment
securities available for sale are based on the difference
between book value and fair value of each security.  At
November 30, 1995, such securities include a gross
unrealized holding gain of $6,174.  This gain is shown as
an addition to stockholders' equity.  Realized gains and
losses flow through the Company's yearly operations. 
There were no realized gains or losses for the year ended
November 30, 1995.

The amortized cost and fair value of investment
securities available for sale at November 30, 1995 are as
follows:

                                    Fair      Amortized
                                    Value       Cost
                                    -----       ----
U.S. Government Securities       $ 209,559    $ 203,385
                                 ---------    ---------
                                 ---------    ---------

The estimated fair value of debt securities available for
sale by contractual maturity at November 30, 1995 is as
follows:

Due during the year ending November 30, 1996  $ 209,559
                                              ---------
                                              ---------

Expected maturities will differ from contractual
maturities because the issuers of the securities may have
the right to prepay obligations without prepayment
penalties.



[6] Note Receivable

The Note Receivable had an original due date of February
28, 1994, with interest payable at 16% per annum.  The
principal portion is currently in default; however,
interest was paid up to and including April of 1995.  On
May 4, 1995, the Company received a legal judgement for
the outstanding principal and accrued interest as of
April 30, 1995.  The note is collateralized by stock
which had a value of approximately $42,000 as of
November 30, 1995.  The Company is currently
renegotiating the remaining outstanding balance of
$115,936 and feels that an allowance of $25,000 is
prudent.  Therefore, the outstanding balance as of
November 30, 1995 net of the allowance is $90,936.

[7] Leases [Related Parties]

The Company occupies premises under three operating
leases, which are renewed monthly, two of which are with
a principal shareholder.  Rental expense amounted to
approximately $61,551 and $61,629 [of which $53,340 and
$53,418 was for related party leases] for the years ended
November 30, 1995 and 1994, respectively.

The leases provide for reimbursement of real estate taxes
above a base amount.

[8] Profit-Sharing Plan

The Company has a profit-sharing plan for the benefit of
all eligible employees.  Contributions under the plan are
determined at the discretion of the Board of Directors
and are credited to employees based upon a percentage of
eligible salaries.  The Company elected to suspend all
contributions for the years ended November 30, 1995 and
1994.


                                       F-9


<PAGE>
<PAGE>
SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Sheet #4


[9] Research and Development Agreements

The Company has been a party to research and development
agreements with unaffiliated limited partnerships.  Under
an agreement which commenced in December 1981, the
Company conducted research relating to the development
and commercial exploitation of a portable toxic vapor
detector using preconcentrated gas chromatography on
behalf of a limited partnership.

The Company was a defendant in an action filed, in which
a judgement creditor of the partnership petitioned the
court to require the Company to transfer the total amount
being held in escrow to satisfy the research and
development agreement with the partnership, to the
judgement creditor.  In April 1995, the action was
decided in favor of the creditor.  The Company obtained
a release from the partnership for any and all claims it
has or may have against the Company by payment of a total
amount of $40,000, of which $21,261 was paid to the
creditor and $18,739 paid to the partnership.

In 1994, the Company entered into an agreement with a
non-profit corporation organized to sponsor research and
development with respect to electric energy.  Based upon
the agreement, the Company is to develop an instrument
for a major utilities corporation.  The total contract
revenue is for $185,500, which is to be billed in
installments based upon various stages of completion
throughout the agreement.  The related total estimated
costs are approximately $151,300.   As the earnings
process is substantially complete and substantially all
costs have been incurred, all revenue under the contract
has been accrued.  For the years ended November 30, 1995
and 1994, the effect of this contract is as follows:

                                      Years ended
                                      November 30,
                                    -----------------
                                    1 9 9 5   1 9 9 4
                                    -------   -------

Revenue                       $     135,500  $ 50,000
Costs Incurred                $     118,196  $ 33,104

[10] Income Taxes

Effective December 1, 1993, the Company adopted Financial
Accounting Standards Statement No. 109, "Accounting for
Income Taxes" ["FAS 109"].  Under FAS 109, deferred tax
assets and liabilities, are determined based on
difference between  financial reporting and tax basis of
assets and liabilities, and are measured using the
enacted tax rates and laws that will be in effect when
the differences are expected to reverse.  Prior to the
adoption of FAS 109, income tax expense was reported
pursuant to Financial Accounting Standards Statement No.
96.  Under FAS 96, deferred tax assets could not be
recognized unless they offset reversals of deferred tax
liabilities.  The adoption of SFAS No. 109 was not
material to the financial statements.

                                     F-10


<PAGE>
<PAGE>


SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Sheet #5

[10] Income Taxes [Continued]

Income tax [benefit] expense consists of the following:

                                       November 30,
                                -------------------------
                                1 9 9 5           1 9 9 4
                                -------           -------
Current:
                    Federal      $(66,976)         $ 1,279
                    State           2,950            3,211
                                 --------           -------
                    Totals        (64,026)           4,490
                                 --------           -------
Deferred [Credit]:  
                    Federal           975           (1,725)
                    State             585            1,110
                                 --------           -------
                    Totals          1,560             (615)
                                 --------           -------
                    Totals       $(62,466)         $ 3,875
                                 --------          --------
                                 --------          --------


The differences between the provision for income taxes
and income taxes computed using the U.S. federal income
tax rate were as follows:

                                            November 30,
                                         ------------------
                                         1 9 9 5    1 9 9 4
                                         -------    -------
Federal Statutory Rate                    (34.0)%    (34.0)%
Increase [Reduction] in Taxes
  Resulting from:             
  Effect of Graduated Federal
    Tax Rates                              19.0       19.0
  States Taxes                              8.1       12.9
  Utilization of Net Operating
   Loss Carryback                         (26.3)        --
Other                                      (1.3)       5.2
                                           ----        ---
  Actual Expense                          (34.5)%     (3.1)%
                                           ----        ---
                                           ----        ---

Temporary differences between financial reporting and tax
bases of assets and liabilities related to depreciation,
warranty payable, unrealized holding gain and allowance
for doubtful accounts are immaterial.

At November 30, 1995, the Company has net operating loss
carryforwards of approximately $75,000 for income tax
purposes after a carryback of approximately $80,000. 
Refundable income taxes of $12,400 have been established
to reflect the tax effect of this carryback.  The
carryforward will expire in the year 2010.

At November 30, 1995, the Company has a deferred tax
asset of approximately $42,000 and a valuation allowance
of approximately $42,000 related to the asset.  The
deferred tax asset primarily relates to net operating
loss carryforwards.

                                     F-11


<PAGE>
<PAGE>


SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Sheet #6

[11] Loss Per Share

Loss per share is based on the weighted average number of
common shares outstanding for the periods presented.


[12] New Authoritative Pronouncements

The Financial Accounting Standards Board [FASB] issued
Statement of Financial Accounting Standards [SFAS] No.
121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed of, in March of
1995.  SFAS No. 121 established accounting standards for
the impairment of long-lived assets, certain identifiable
intangibles, and goodwill related to those assets to be
held and used, and for long-lived assets and certain
identifiable to be disposed of.  SFAS No. 121 is
effective for financial statements issued for fiscal
years beginning after December 15, 1995.  SFAS No. 114,
"Accounting by Creditors for Impairment of a Loan,
establishes accounting standards for the impairment of
certain loans."  SFAS No. 114 applies to financial
statement for fiscal years beginning after December 15,
1994.  Adoption of SFAS No. 121 and SFAS No. 114 is not
expected to have a material impact on the Company's
financial statements.

The FASB has also issued SFAS No. 123, "Accounting for
Stock-Based Compensation," in October 1995.  SFAS No. 123
uses a fair value based method of accounting for stock
options and similar equity instruments as contrasted to
the intrinsic valued based method of accounting
prescribed by Accounting Principles Board [APB] Opinion
No. 25, "Accounting for Stock Issued to Employees."  The
accounting requirements of SFAS No. 123 are effective for
transactions entered into in fiscal years that begin
after December 15, 1995; the disclosure requirements of
SFAS No. 123 are effective for financial statements for
fiscal years beginning after December 15, 1995.  The
Company currently does not have any outstanding stock
options.

On December 30, 1994, the American Institute of Certified
Public Accountants issued Statement of Position [SOP] 94-6,
"Disclosure of Certain Significant Risks and
Uncertainties," the provisions of which are effective for
financial statements issued for fiscal years ending after
December 15, 1995.  In general, SOP 94-6 requires
disclosures about the nature of a company's operations
and the use of estimates in the preparation of financial
statements.  The Company does not anticipate a
significant expansion of its financial statement note
disclosure as a result of SOP 94-6.

               .............

                                      F-12



<PAGE>
<PAGE>