<PAGE>
 
================================================================================

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

                                   FORM 10-K

(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
     [FEE REQUIRED]
     For the fiscal year ended December 3, 1995.

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
    [NO FEE REQUIRED]
    For the transition period from                    to    
                                   ------------------    ----------------

    Commission File Number 1-8770
 
                    M E A S U R E X  C O R P O R A T I O N
            (Exact name of Registrant as specified in its charter)
 
         DELAWARE                                       94-1658697
(State or other jurisdiction of                      (I.R.S. Employer
 incorporation or organization)                     Identification No.)

                 One Results Way, Cupertino, California 95014
             (Address of principal executive offices and Zip Code)

      Registrant's telephone number, including area code: (408) 255-1500

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

         Title of each class          Name of each exchange on which registered
         -------------------          -----------------------------------------
    Common Stock, $0.01 par value              New York Stock Exchange
                                                Pacific Stock Exchange

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

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

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

Aggregate market value of voting stocks held by non-affiliates
as of January 31, 1996                                          $454,291,969  
                                                                  
Number of shares of common stock outstanding
as of January 31, 1996                                            15,804,647

                     --------------------------------
 
                    DOCUMENTS INCORPORATED BY REFERENCE

   Portions of the Annual Report to Shareholders for the fiscal year ended
December 3, 1995, are incorporated by reference into Parts I, II and IV.

   Portions of the Proxy Statement for registrant's 1996 Annual Meeting of
Shareholders to be held April 12, 1996, are incorporated into Part III.

================================================================================

                                       
<PAGE>
 
                                    PART I

ITEM 1.  BUSINESS

GENERAL DEVELOPMENT OF BUSINESS

Measurex Corporation (the "Company") is engaged worldwide in the design,
manufacture and servicing of computer-integrated measurement, control and
information systems.  The Company's wide range of products are designed to
increase productivity, reduce raw material and energy consumption and improve
quality and uniformity.  Industries served by the Company include paper,
plastics, nonwovens, aluminum, steel and rubber.  The Company's customers are
served by sales and service subsidiaries located in 50 offices and 34 countries
around the world.  More than half of Measurex's 2,360 employees are dedicated to
the sales, support and servicing of the Company's customers.

The Company is a corporation organized under the laws of the State of Delaware
as the successor to a California Corporation organized in 1968.  The Company's
principal executive offices are located at One Results Way, Cupertino,
California 95014-5991 (telephone number: 408-255-1500).

The term "the Company" as used hereinafter means Measurex Corporation or
Measurex Corporation and its subsidiaries, as the context requires.

FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS.

The response to this section of Item 1 is incorporated by reference to "Business
Segments" under Notes to Consolidated Financial Statements in the Company's 1995
Annual Report to Shareholders.

NARRATIVE DESCRIPTION OF BUSINESS.

The Company is a leading worldwide supplier of computer-integrated measurement,
control and information systems for continuous manufacturing processes.  The
Company's systems are primarily used to control the manufacturing processes in
those industries in which the manufactured product is made in a flat sheet; e.g.
paper, plastics, nonwovens, aluminum, steel and rubber.

The Company provides measurement and control systems and services that enhance
the productivity and efficiency of its customers' processes and improve the
quality of its customers' products.  These integrated systems utilize sensors
and scanners to measure the quality properties of the product.  Software running
in computers and workstations use these measurements to provide control of the
process, computer graphic operator displays and management information.
Actuators are regulated by the software to provide precision adjustments to the
process.

The Company also provides management information systems which integrate the
manufacturing process with such functions as order entry, inventory control,
product tracking, production scheduling, shipping and invoicing.

The Company's systems use international industry communications and computing
standards which allow connectivity between the Company's systems and other
standards-based measurement and control products.

The following table shows the annual revenues and the percentages of annual
revenues during the last three fiscal years attributable to the sale of
computer-integrated measurement, control and information systems to the paper
and industrial systems industries (plastics, nonwovens, aluminum, steel and
rubber) and the services provided to customers in those industries.
<TABLE>
<CAPTION>
 
                                                                Year Ended (amounts in millions)
                                                       --------------------------------------------------
                                                              1995                1994            1993
                                                       ------------------    ---------------  ------------
<S>                                                    <C>        <C>        <C>        <C>   <C>      <C>
Revenue from:
    System sales - paper industry                      $  185.4        56%   $  133.0   51%   $128.6   51%
    System sales - industrial systems industries       $   34.9        10%   $   23.3    9%   $ 24.2    9%
    Service and other                                  $  114.9        34%   $  103.7   40%   $101.2   40%
                                                       --------              --------         ------  
Total revenues                                         $  335.2              $  260.0         $254.0
                                                       ========              ========         ======
 
</TABLE>

                                       2
<PAGE>
 
PAPER SYSTEMS BUSINESS

In 1995, approximately 56% of the Company's revenues were generated from system
sales to the paper industry. The Company's systems are used to control the
production of practically all kinds of paper and paperboard products including:
fine paper used for stationary and books; xerographic paper for copy machines;
glossy stock for magazines; paperboard and linerboard for boxes; sack grades for
paper bags; newsprint and tissue.

In the paper industry, the Company's MXOpen(R) product line includes:

 .    Integrated Control Systems and Sensors
 .    Distributed Control Systems
 .    Cross Direction (CD) Profile Control Systems and Actuators
 .    Web Inspection Systems
 .    Integrated Machine Monitoring Systems
 .    Millwide Production and Information Management Systems

A key component of the Company's measurement and control systems is its
proprietary sensor technology. The Company currently offers a wide variety of
on-line sensors to its customers in the paper industry which measure many
aspects of product quality including basis weight, moisture, caliper, ash
content, coatweight, smoothness, gloss, formation, opacity, strength and color.
These on-line sensors, generally non-contacting, probe the product with
radiation from various parts of the electromagnetic spectrum including infrared,
visible light, beta, x-ray and gamma radiation.

The Company's web-inspection systems use Charge Couple Device (CCD) camera
technology to detect visual defects in paper and other web-produced material.

The Company is a leader in the complex technology of cross-direction (CD)
profile control.  The Company's Cross Direction Profile Control Systems and
Actuators allow precise control of paper characteristics in small segments
across the entire width of the sheet resulting in optimum quality levels,
reduced material and energy use and lower scrappage rates.

The Company's products are sold individually as add-ons or upgrades to existing
measurement and control systems (the Company or competitor systems) or as
complex integrated systems designed for specific applications or processes.  The
Company's systems are primarily sold by the Company's worldwide sales
organization.  In addition, the Company has established certain alliances and
OEM relationships to provide customers with turnkey paper automation projects.
The systems are generally installed at the customer's site by the Company's
worldwide service organization.

INDUSTRIAL SYSTEMS BUSINESS

In 1995, approximately 10% of the Company's revenues were generated from system
sales to customers in the plastics, nonwovens, aluminum, rubber and other
industries.  The Company's systems are used to control the materials used in or
the production of many products including:

 .   Plastics, films and coated products - candy wrap, magnetic media base, food
    and liquid packaging, vinyl products, labels and tapes.
 .   Nonwoven products - diaper liners, wipes, surgical drapes, roofing, filters,
    clothing, floor mats and carpet backing.
 .   Rubber products - tire fabrics, roofing, tank liners and belts.
 .   Aluminum products - beverage and food can stock, foil and siding.
 .   Other - chemical, fiberglass, plastic resin and pharmaceuticals.

The Company's MXOpen product offering to Industrial Systems' customers include:

 .    Measurement Control Systems (MCS) and Sensors
 .    Distributed Control Systems
 .    Profile Control Systems
 .    Web Inspection Systems

In December 1994, the Company acquired the Webart Division of The Ohmart
Corporation and its ConceptOne(R) measurement and control products.  This
acquisition added a low-priced PC based system to the Industrial Systems product
line, opening a new market for smaller plastics and sheet applications.

                                       3
<PAGE>
 
In January 1996, the Company acquired Data Measurement Corporation (DMC) a
manufacturer of measurement systems for the steel industry.  The Company intends
to expand DMC's gauging system into a full computer-integrated control and
information system.  Prior to the acquisition, the Company did not participate
in the steel market.

Industrial Systems products are distributed through the Company's worldwide
sales organization and other distribution channels such as OEMs, distributors
and agents.

SERVICE BUSINESS

In 1995, service revenues represented approximately 34% of the Company's total
revenue. The Company's worldwide sales and service organization supports
customers in both the paper and industrial systems businesses.  The Company has
over 4,000 systems installed in 54 countries, primarily located in North
America, South America, Europe and Asia.  The Company's service offering
includes both resident service contracts and on-demand service for spare parts,
preventive and emergency maintenance.  Value added services such as process
optimization and software enhancements are growing parts of this business.
Also, the Company maintains systems of its direct competitors as well as third
party non-competitive products.

RESEARCH AND PRODUCT DEVELOPMENT

The Company's systems are the result of the integration of a number of complex
technologies including electronics, physics, mechanical design and software.
Central to the Company's strategic goals is a commitment to research and
development. The Company strongly believes the continued investment in new
product development is key to its long-term success.

During fiscal year 1995, 1994 and 1993, the Company spent approximately $19.4
million, $20.0 million and $21.1 million, respectively, on research and
development. Those amounts represented 6%, 8% and 8%, respectively, of total
revenues and 9%, 13% and 14%, respectively, of system revenue.

BACKLOG

System backlog at December 3, 1995, was $143 million, 55% higher than the
backlog of $92 million at the end of fiscal 1994.  Approximately 90% of the $143
million year-end 1995 backlog is scheduled to be shipped during fiscal 1996.

PATENTS

The Company follows a policy of filing appropriate patent applications on
inventions it considers significant.  As of December 3, 1995, the Company had 69
United States patents and 132 foreign patents in effect.  Although important to
the business, the Company believes that the invalidity or expiration of any
single such patent would not have a material adverse effect on its operations.

SUPPLY OF MATERIALS AND PURCHASED COMPONENTS

The Company produces most of the application software, sensors, scanners,
digital logic circuits and actuators used in its systems.  Many components, such
as integrated circuits, video monitors, printers, cameras, disks, and
microcomputers are purchased from other manufacturers and integrated into the
systems.

The Company currently purchases certain components from single sources of
supply.  In each instance, components performing similar functions are available
from alternative sources, except for radioactive source material which is
available from only two suppliers.  Use of these alternative components might
require a change in the design of certain portions of the system which could
result in production delays, additional expenses and contract cancellations
while changing vendors.  The Company has contracts with certain vendors which
entitle, but do not require, the Company to purchase specific quantities of
components.

                                       4
<PAGE>
 
COMPETITION

The market for process measurement and control is highly competitive and is
subject to technological change in both hardware and software development.  The
principal competitive factors in this market are product quality and
reliability, product features, customer support, corporate reputation and
relative price/performance.  The Company's competitive strategy is to provide
customers with greater economic results than available from competitors by
focusing on quality and the unique performance characteristics of the customers'
systems.  However, any inability of the Company to match or exceed the
price/performance or other features of the systems offered by its competitors
could adversely affect future operating results.

The Company's principal competition is from distributed control systems
suppliers and packaged system suppliers, as well as factory automation system
suppliers, many of which have substantially greater resources than the Company.
In the supervisory measurement and process control business area, competition
includes Asea Brown Boveri Process Automation Inc. (ABB); Lippke, a wholly owned
subsidiary of Honeywell; the Valmet Automation Group, a division of Valmet Oy;
and Yokogawa-YEW in Japan.  The distributed control system business area
competition includes Honeywell, Fisher, Foxboro (a subsidiary of Siebe, Inc.),
Siemens, and many other companies.  In the web-inspection products area, the
Company faces competition from ABB and other smaller companies.  Competition for
production management and process analysis and quality management is very
fragmented.

EMPLOYEES

As of December 3, 1995, the Company had approximately 2,360 full-time employees.
With the acquisition of DMC in January, 1996, the Company added approximately
340 full-time employees.

NUCLEAR REGULATORY LICENSES

In the United States, the Company and its customers are subject to licensing and
regulation by the United States Nuclear Regulatory Commission (NRC) under the
Atomic Energy Act of 1954 (the Act) with respect of those parts of its products
and systems which utilize nuclear radiation.  The NRC has transferred a portion
of its licensing and regulatory functions to several state governments,
including California, pursuant to Section 274 of the Act.  The Company holds all
such licenses necessary for its current operations.  Licenses are renewed
periodically as required.

The Company also holds all necessary foreign licenses regarding nuclear
radiation for the applicable countries in which it operates.

United States customers possessing the Company's systems containing radioactive
sources hold the radioactive material under a General or Specific License issued
by their state or federal regulatory authority.  Similarly, foreign customers
hold licenses issued by their local authorities for radioactive material in the
Company's systems.

ENVIRONMENT

The operations of the Company involve the use of substances regulated under
various federal, state and international laws governing the environment.  It is
the Company's policy to apply strict standards for environmental protection to
sites inside and outside the U.S., even if not subject to regulations imposed by
local governments.  Liability for environmental remediation is accrued when it
is considered probable and costs can be reasonably estimated.  Environmental
expenditures are presently not material to the Company's operations or financial
position.

FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES

The Company engages in operations in many foreign countries.  A large portion of
the Company's foreign business is in Europe, Canada, Latin America and Asia.

Although there are risks attendant to foreign operations, such as potential
nationalization of facilities, currency fluctuation and restrictions on movement
of funds, the Company has taken action to mitigate such risks.

For information regarding geographic operations in 1995, 1994, and 1993, see
"Business Segments" included in the Notes to Consolidated Financial Statements
in the Company's 1995 Annual Report to Shareholders.

                                       5
<PAGE>
 
RISK FACTORS

The Company's future operations are subject to a number of risks and
uncertainties including, but not limited to, the following:

Fluctuations in Quarterly Orders  -  The Company's quarterly orders have
fluctuated in the past and may fluctuate significantly in the future due to a
number of factors, including the timing of orders from its customers, changes in
pricing by the Company or its competitors, discount levels, new product
introductions by the Company or its competitors, foreign currency exchange
rates, and changes in the economic and political environments of the countries
and industries it serves.

Fluctuations in Financial Results  -  The Company's quarterly and annual
financial results have fluctuated in the past and may fluctuate significantly in
the future due to a number of factors, including the scheduling of factory
shipments, changes in pricing and discount levels, utilization levels of the
Company's manufacturing facilities and personnel, amount and growth in operating
expenses, changes in applicable tax rates, changes in product mix of system
revenue, amount of spares shipments, changes in interest rates, changes in
foreign currency exchange rates and the ability of the Company to mitigate the
impact of such changes with foreign currency forward contracts.

Cyclicality of the Paper Industry  -  A substantial portion of the Company's
sales have historically come from the paper industry.  While the Company has
recently expanded its presence in the industrial systems component of its
business through its acquisition of Data Measurement Corporation, the paper
industry will continue to account for most of the Company's revenues.  This
industry has in the past, and will likely in the future, be subject to
substantial cyclicality and economic downturns.  This cyclicality may in turn
materially impact the Company's order rate and results of operations.

Risks Associated with International Operations  -  A majority of the Company's
revenues are typically generated from sales outside of the United States.  The
Company's international orders, revenues and profitability are subject to
inherent risks including timing in obtaining import licenses and letters of
credit, fluctuations in local economies, difficulties in staffing and managing
foreign operations, changes in foreign currency exchange rates, changes in
regulatory requirements, tariffs and other trade barriers, difficulties in
repatriation of earnings, and burdens of complying with a wide variety of
foreign laws.

Risks of Serving other Cyclical Industries  -  The Company's orders and
operating results are impacted by the capital expenditure cycles in the
plastics, rubber, non-wovens, aluminum and steel industries, all of which are
subject to substantial cyclicality.

Ability to Integrate Acquisitions  -  A key element of the Company's strategy
for growth is the acquisition of products that can be distributed through its
worldwide sales and service organization.  The success of this component of the
Company's strategy is dependent upon the ability of the Company to identify
acquisition candidates that meet its acquisition criteria, acquire the
acquisition target at a fair price, integrate the acquired operations into the
Company and implement its business plan after acquisition.  There can be no
assurance that the Company will be successful in achieving these goals in every
instance.

ITEM 2.  PROPERTIES

As of December 3, 1995, the Company owned the major facilities described below:
<TABLE>
<CAPTION>

                                              Total
Location                                     Sq.Ft.                Use
--------                                     ------                ---
<S>                                          <C>                   <C>
Cupertino, California                        360,000               The Company's Headquarters, offices, research and
                                                                   manufacturing operations.

Cincinnati, Ohio                              43,000               The Company's Management Systems Division's offices,
                                                                   research and manufacturing operations.

Atlanta, Georgia                              32,000               The US Sales and Service Headquarters.

North Vancouver,                              94,000               The Measurex Devron Division's offices, research and
British Columbia, Canada                                           manufacturing operations.

Waterford, Ireland                            60,000               Offices and manufacturing operations.
</TABLE>

As of December 3, 1995, the Company also leased a facility in Waterford, Ireland
totaling approximately 20,000 square feet and two facilities in Kuopio, Finland
for manufacturing, engineering and sales support.  The Company leases office
space for sales and service operations throughout the United States and various
countries.

                                       6
<PAGE>
 
With the acquisition of DMC in January 1996, the Company also acquired an
additional 45,000 square feet leased facilities used by DMC  for offices,
research and manufacturing operations.

During 1995, the Company was productively utilizing the space in its facilities,
while disposing of space determined to be under-utilized.  The Company believes
current facilities provide adequate production capacity to meet the Company's
planned business activities.

ITEM 3.  LEGAL PROCEEDINGS

There are no material pending legal proceedings to which the Company or any of
its subsidiaries are a party or of which any of their property is the subject,
other than ordinary routine litigation incidental to the business.  Management
believes that the final outcome of such matters will not have a material adverse
effect on the Company's consolidated financial position and results of
operations.

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

Not applicable

                                       7
<PAGE>
 
                        EXECUTIVE OFFICERS OF REGISTRANT

The following table and notes thereto identify and set forth information
about the Company's eight executive officers as of January 31, 1996 (ages are as
of December 3, 1995):
<TABLE> 
<CAPTION> 
 
Name                       Positions with the Company
-----                      --------------------------
<C>                        <S>
David A. Bossen (1)        Chairman and Chief Executive Officer

John G. Gingerich (2)      President and Chief Operating Officer

Robert McAdams, Jr.(3)     Executive Vice President and Chief Financial Officer

William J. Weyand (4)      Executive Vice President, Worldwide Sales and Service

Glenn R. Wienkoop (5)      Executive Vice President and Division President,
                           Industrial Systems Division

Lance M. Lissner (6)       Vice President, Corporate Planning and Development

John G. Preston (7)        Vice President, General Manager, Integrated Control Systems
                           Business Unit

Charles Van Orden (8)      Vice President, General Counsel and Secretary
</TABLE> 

(1)  Mr. Bossen, age 68, has been Chairman and Chief Executive Officer and
     Director since December 1993; President and Chief Executive Officer and
     Director from 1968 to December 1993.

(2)  Mr. Gingerich, age 59, has been President and Chief Operating Officer and
     Director since December 1993; Executive Vice President, Worldwide Sales and
     Service from 1992 to December 1993; President, Americas and Pacific from
     1991 to 1992; Executive Vice President from 1990 to 1991.
 
(3)  Mr. Robert McAdams, Jr., age 56, has been Executive Vice President and
     Chief Financial Officer since April 1995; Senior Vice President and Chief
     Financial Officer from September 1994 to April 1995; Senior Vice President
     Operations and Information Services from 1992 to September 1994; Senior
     Vice President-Finance and Administration and Chief Financial Officer from
     1985 to 1992.
 
(4)  Mr. William J. Weyand, age 51, has been Executive Vice President, Worldwide
     Sales and Service since April 1995; Senior Vice President of Worldwide
     Sales and Service from December 1994 to April 1995; President, North and
     South America from February to December 1994; Senior Vice President, U.S.
     and Canada Sales and Service from 1993 to February 1994; Senior Vice
     President, U.S. Sales and Service from 1991 to 1993.

(5)  Mr. Wienkoop, age 48, has been Executive Vice President, President
     Industrial Systems Division since September 1994; Executive Vice President,
     Engineering and Marketing from 1991 to September 1994; President, Measurex
     Automation Systems from 1985 to 1991.

(6)  Mr. Lance M. Lissner, age 45, has been Vice President, Corporate Planning
     and Development since 1991; Vice President, Engineering and Marketing,
     Industry Groups from 1989 to 1991.

(7)  Mr. John G. Preston, age 52, has been Vice President, General Manager,
     Integrated Control Systems Business Unit since September 1994; President,
     Measurex Europe from 1992 to September 1994; President, Devron Division
     from 1991 to 1992; President, Measurex Canada from 1990 to 1991.

(8)  Mr. Charles Van Orden, age 41, has been Vice President, General Counsel and
     Secretary since April 1995; General Counsel and Secretary from 1988 to
     April 1995.

Officers are elected annually but may be removed at any time at the discretion
of the Board of Directors.  There are no family relationships among any of the
above officers.

                                       8
<PAGE>
 
                                    PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER
         MATTERS

The information under the heading "Market for the Registrant's Common Stock and
Related Security Holder Matters," which appears on page 31 of Registrant's 1995
Annual Report to Shareholders, is incorporated by reference in this Annual
Report on Form 10-K.

The Company paid quarterly dividends of $0.11 per share in 1995 and 1994.  While
the Company intends to pay regular quarterly dividends, the payment of any
future dividends is within the discretion of the Board of Directors of the
Company.

ITEM 6.  SELECTED FINANCIAL DATA

The information under the heading "Selected Financial Data," which appears on
page 32 of Registrant's 1995 Annual Report to Shareholders, is incorporated by
reference in this Annual Report on Form 10-K.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

The information under the heading "Management's Discussion and Analysis" which
appears on pages 18 to 19 of Registrant's 1995 Annual Report to Shareholders, is
incorporated by reference in this Annual Report on Form 10-K.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information under the heading "Financial Statements and Supplemental
Financial Data," which appears on pages 20 to 31 of Registrant's 1995 Annual
Report to Shareholders, is incorporated by reference in this Annual Report on
Form 10-K.


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

Not applicable

                                       9
<PAGE>
 
                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information concerning the directors of the Company appears in Registrant's
definitive Proxy Statement for the annual meeting of shareholders to be held
April 12, 1996, under the caption "Election of Directors" and is incorporated
herein by reference.  Information concerning the executive officers of the
Company appears at the end of Part I, page 8 of this Annual Report on Form
10-K.

ITEM 11.  EXECUTIVE COMPENSATION

Incorporated by reference to Registrant's definitive Proxy Statement for its
annual meeting of shareholders to be held April 12, 1996.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Incorporated by reference to Registrant's definitive Proxy Statement for its
annual meeting of shareholders to be held April 12, 1996.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Incorporated by reference to Registrant's definitive Proxy Statement for its
annual meeting of shareholders to be held April 12, 1996.

                                       10
<PAGE>
 
                                    PART IV

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

    (a)   1.  The consolidated financial statements of Measurex Corporation
              included herein are set forth in the Index to Financial 
              Statements and Schedules submitted as a separate section of this
              Report.

          2.  The Financial Statement Schedules are contained in the
              accompanying Index to Financial Statements and Schedules
              submitted as a separate section of this Report.

          3.  Exhibits

              See Index to Exhibits, page 16.

    (b)   Reports on Form 8-K.

          The Company filed a report on Form 8-K dated September 16, 1995 in
          which the Company reported that it had entered into an agreement to
          acquire Data Measurement Corporation (DMC).

                                       11
<PAGE>
 
                                   SIGNATURES

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

                                    MEASUREX CORPORATION
                                    (Registrant)
Date: February 29, 1996          By    /S/ DAVID A. BOSSEN
                                     ---------------------------
                                     David A. Bossen
                                     Chairman

Know all persons by these presents, that each person whose signature appears
below constitutes and appoints David A. Bossen and Robert McAdams, Jr., jointly
and severally, his attorneys-in-fact, each with the power of substitution, for
him in any and all capacities, to sign any amendments to this Report on Form
10-K, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.

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>
 
  /S/ DAVID A. BOSSEN           Chairman, Chief Executive                      February  29, 1996
-----------------------------    Officer and Director
     (David A. Bossen)           (Principal Executive Officer)
                                
/S/ JOHN C. GINGERICH           President, Chief Operating                     February  29, 1996
-----------------------------    Officer and Director
     (John C. Gingerich)        
 
  /S/ ROBERT MCADAMS, JR.       Executive Vice President                       February  29, 1996
-----------------------------    (Principal Financial and Accounting Officer)
     (Robert McAdams, Jr.)      
 
  /S/ PAUL BANCROFT, III        Director                                       February  29, 1996
-----------------------------   
     (Paul Bancroft, III)
 
  /S/ DWIGHT C. BAUM            Director                                       February  29, 1996
-----------------------------   
     (Dwight C. Baum)
 
  /S/ JEFFERY T. GRADE          Director                                       February  29, 1996
-----------------------------   
     (Jeffery T. Grade)
 
  /S/ ORION L. HOCH             Director                                       February  29, 1996
-----------------------------   
     (Orion L. Hoch)
 
  /S/ JOHN W. LARSON            Director                                       February  29, 1996
-----------------------------   
     (John W. Larson)
 
  /S/ J.W. MCKITTRICK           Director                                       February  29, 1996
-----------------------------   
     (John W. McKittrick)
 
/S/ GRAHAM TYSON                Director                                       February  29, 1996
-----------------------------   
     (Graham Tyson)
</TABLE>

                                       12
<PAGE>
 
                             MEASUREX CORPORATION
                  INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
                               Fiscal Year 1995

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

<TABLE>
<CAPTION>

                                                      Exhibit 13
                                                            Page
                                                            ----
<C>   <S>                                                   <C>
1.    Consolidated Financial Statements
 
      Management's Discussion and Analysis of
       Financial Condition and Results of Operations         1-3
 
      Consolidated Statements of Income
       Three years ended December 3, 1995                      4
 
      Consolidated Balance Sheets
       December 3, 1995 and November 27, 1994                  5
 
      Consolidated Statements of Shareholders' Equity
       Three years ended December 3, 1995                      6
 
      Consolidated Statements of Cash Flows
       Three years ended December 3, 1995                      7
 
      Notes to Consolidated Financial Statements            8-17
 
      Report of Independent Accountants                       18
 
      Supplemental Financial Data                             19
 
      Selected Financial Data                                 20
</TABLE>

      With the exception of the aforementioned information, the 1995 Annual
      Report to Shareholders is not to be deemed filed as part of this report
      unless otherwise noted.

<TABLE> 
<C>   <S>                                                   <C>              
2.    Financial Statement Schedules for fiscal years
       1995, 1994 and 1932
 
      Report of Independent Accountants on Financial
       Statement Schedules                                     14
 
      VIII  Valuation and Qualifying Accounts                  15
 
      X     Supplementary Income Statement Information         16
</TABLE>

      Other schedules have not been filed because the conditions requiring the
      filing do not exist or the required information is given in the financial
      statements or notes thereto.

                                       13
<PAGE>
 
                       REPORT OF INDEPENDENT ACCOUNTANTS



To the Shareholders
Measurex Corporation



Our report on the consolidated financial statements of Measurex Corporation and
Subsidiaries as of December 3, 1995 and November 27, 1994 and for each of the
three fiscal years in the period ended December 3, 1995, has been incorporated
by reference in this Form 10-K from page 30 of Measurex Corporation's 1995
Annual Report to Shareholders.  In connection with our audits of such financial
statements, we have also audited the related financial statement schedules
listed in the index on page 13 of this Form 10-K.

In our opinion, the financial statement schedules referred to above, when
considered in relation to the basic financial statements taken as a whole,
present fairly, in all material respects, the information required to be
included therein.



                                 /S/  COOPERS & LYBRAND L.L.P.
                                 -----------------------------
                                 COOPERS & LYBRAND L.L.P.



San Jose, California
December 19, 1995

                                       14
<PAGE>
 
                                                                   SCHEDULE VIII

                             MEASUREX CORPORATION
                     VALUATION AND QUALIFYING ACCOUNTS (1)
                       Fiscal years 1995, 1994 and 1993
                            (Amounts in thousands)

<TABLE>
<CAPTION>
 
 
                        Balance at   Additions     Write-offs                     Balance
                        Beginning    Charged to    and                            at End
   Description          of Year      Expenses      Deductions       Other         of Year
   -----------          ---------    ----------    ----------       -----         -------      
<S>                     <C>          <C>           <C>            <C>             <C>
      1995
------------------
Allowance for
noncollection
and system returns       $8,642       $  544       $(2,248) (2)   $(1,255) (4)    $5,683 (6)
                         ======       ======       =======        =======         ======         
   
Inventory reserves       $3,000       $  674       $(1,072) (3)        -          $2,602
                         ======       ======       =======        =======         ======          
     1994
------------------
Allowance for
noncollection
and system returns       $7,147       $1,659       $  (164) (2)        -          $8,642 (6)
                         ======       ======       =======        =======         ======          

Inventory reserves       $8,896       $1,343       $(3,660) (3)   $(3,579) (5)    $3,000
                         ======       ======       =======        =======         ======          

     1993
------------------
Allowance for
noncollection
and system returns       $7,250       $2,051       $(2,154) (2)        -          $7,147 (6)
                         ======       ======       =======        =======         ======          

Inventory reserves       $6,999       $3,473       $(1,576) (3)        -          $8,896
                         ======       ======       =======        =======         ======          
</TABLE> 

NOTES:

(1) See the Notes to Consolidated Financial Statements.
(2) Deductions for returns of systems or parts of systems and for write-off of
    noncollectible amounts.
(3) Deductions for write-offs of obsolete and scrapped parts and translation
    adjustments.
(4) Represents the reclass to accrued liabilities of reserves relating to
    certain leases sold with recourse to a financial institution.
(5) Represents the reclassification of reserves from current inventories to
    service parts.
(6) Includes allowance on contracts receivable.

                                       15
<PAGE>
 
                                                                     SCHEDULE  X

                             MEASUREX CORPORATION
                  SUPPLEMENTARY INCOME STATEMENT INFORMATION
                       Fiscal Years 1995, 1994, and 1993
                            (Amounts in thousands)



                                            1995         1994         1993
                                          -------      -------      -------

Charged to costs and expenses: (1)

 Amortization of intangible assets (2)    $ 4,530      $  5,218     $ 4,380
                                          =======      ========     =======

NOTES:

(1) Items omitted are less than 1% of revenues.
(2) Intangible assets include goodwill, patents and capitalized software.

                                       16
<PAGE>
 
                              MEASUREX CORPORATION
                               INDEX TO EXHIBITS
                                Fiscal Year 1995

Exhibits
--------

2.1   Copy of the Amended and Restated Agreement and Plan of Reorganization
      dated as of September 16, 1995 among Measurex, Data Measurement
      Corporation and Mx Acquisition Company (incorporated by reference from
      Exhibit 2.1 on Form 8-K reporting on event occurring on January 10, 1996).

3.1   Certificate of Incorporation of Registrant (incorporated by reference from
      Exhibit 3.1 on page 30 of Report on Form 10-K for the fiscal year ended
      November 29, 1987).

3.2   Bylaws of Registrant, restated and amended as of April 19, 1994
      (incorporated by reference from Exhibit 3.2 on page 21 of Report on Form
      10-K for the fiscal year ended November 27, 1994).

4.1   Copy of Registrant's Rights Agreement dated as of December 14, 1988, as
      amended by Amendment No. 1 thereto dated May 30, 1990, (incorporated by
      reference from Exhibit 4.1 on page 47 of Report on Form 10-K for the
      fiscal year ended December 2, 1990).

10.1  Copy of Registrant's Employee's Stock Option Plan (1993) (incorporated by
      reference from Form S-8 Registration Statement No. 33-65762 filed with the
      SEC on July 8, 1993).

10.2  Copy of Registrant's Management Incentive Plan.

10.3  Copy of Registrant's Employee Stock Purchase Plan, amended and restated
      effective December 14, 1993 (incorporated by reference from Exhibit 10.4
      on page 21 of Report on Form 10-K for fiscal year ended November 27, 1994)

10.4  Copy of Registrant's Affiliation Agreement dated as of May 30, 1990,
      between Measurex Corporation and Harnischfeger Industries, Inc.
      (incorporated by reference from Exhibit 4.1 to Form 8-K filed with the SEC
      on June 12, 1990)

10.5  Copy of Registrant's Repurchase Agreement dated December 29, 1994 (which
      contains certain amendments to the Affiliation Agreement referred to in
      Exhibit 10.4) (incorporated by reference from Exhibit 10.6 on page 21 of
      Report of Form 10-K for fiscal year ended November 27, 1994).

10.6  Copy of Registrant's Joint Marketing, Sales and Development Agreement
      dated May 30, 1990 between Measurex Corporation and Beloit Corporation
      (incorporated by reference from Exhibit 10.1 to Form 8K filed with the SEC
      on June 12, 1990).

10.7  Copy of Registrant's Stock Option Agreement (Special Acceleration Grant)
      dated as of December 14, 1993 (incorporated by reference from Exhibit
      10.10 on page 45 of Report on Form 10-K for the fiscal year ended November
      25, 1993)

10.8  Copy of Stock Repurchase Agreement and Amendment to Joint Marketing Sales
      and Development Agreement dated June 22, 1995 among Measurex,
      Harnischfeger, HIHC and Beloit Corporation (incorporated by reference from
      Exhibit 2.1 on Form 8-K filed with the SEC on July 6, 1995)

10.9  Copy of Letter Agreement for a special severance benefit program for key
      executives dated May 15, 1995 (incorporated by reference from Exhibit
      10.20 on Form 8-K filed with the SEC on October 10, 1995).

10.10 Copy of Credit Agreement dated as of February 10, 1995 among Measurex
      Corporation, Bank of America National Trust and Savings Association, as
      Agent, and the other financial institutions party hereto (incorporated by
      reference from Exhibit 10.16 on page 22 of Report on Form 10-K for fiscal
      year ended November 27, 1994).

10.11 Copy of First Amendment dated June 21, 1995 to Credit Agreement referred
      to on Exhibit 10.10 (incorporated by reference from Exhibit 10.18 on
      Form 10-Q for period ended June 4, 1995).

10.12 Copy of Second Amendment dated October 31, 1995 to Credit Agreement
      referred to on Exhibit 10.10.

11.0  Computation of Net Income per Share of Common Stock of the Registrant.

13.0  Registrant's Annual Report to Shareholders (In accordance with item
      601(B)(13) of Regulation S-K, such Annual Report is not filed as part of
      this Form 10-K, except to the extent incorporated by reference).

21.0  Subsidiaries of Registrant.

23.0  Consent of Independent Accountants.

24.0  Power of Attorney (included on page 12).

27.0  Financial Data Schedule

Other exhibits have not been filed because conditions requiring filing do not
exist.