SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, DC  20549

                               FORM 10-K

                  ANNUAL REPORT PURSUANT TO SECTION 13
                 OF THE SECURITIES EXCHANGE ACT OF 1934




For the Fiscal Year Ended              October 28, 1995


Commission File Number                     2-37706


                      Bowles Fluidics Corporation

         (exact name of registrant as specified in its charter)

           Maryland                                  52-0741762

 (State or other jurisdiction of                  (I.R.S. Employer
  incorporation or organization)                 Identification No.)

  6625 Dobbin Road, Columbia, Maryland                  21045
(Address of principal executive offices)             (Zip Code)

Registrant's telephone number:            (410) 381-0400


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


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 and (2) has been subject to such filing requirements
for the past 90 days.

                          Yes X      No

The aggregate market value of the registrant's voting stock
held by non-affiliate persons and entities as of December 31,
1995, computed by reference to the closing price for such
stock on the composite reporting system on such date, was
$1,438,791 based on 2,557,850 shares.

The number of shares of the registrant's common stock
outstanding as of December 31, 1995, was 12,610,011.

<PAGE>


                                 PART I


Item 1.  BUSINESS

              Bowles Fluidics Corporation was incorporated under
        Maryland law in 1961 (originally as Bowles Engineering
        Corporation) for the purpose of advancing and exploiting the
        technology of fluidics.  For about ten years the principal
        business of the Company was research and development
        primarily under contracts to agencies of the U.S.
        Government.  From 1972 to 1979 its principal income was
        derived from the sale of consumer products it had developed
        based upon fluid oscillators, including massaging showers
        and oral irrigation devices.  These consumer products have
        since been discontinued.  Since 1979 its principal product
        has been windshield and rear window washer nozzles for the
        automotive industry.  Since late in FY 1989, the Company has
        extended the automotive product line to include shipments of
        fluidic defroster nozzles.  The Company also provides its
        automotive customers with tooling and application engi-
        neering services related to its products.

              The Company continues to pursue its purpose of advancing
        the technology of fluidics (see Research and Development
        below).  Such efforts are directed toward the development of
        products for which, in the opinion of management,
        substantial markets exist.


        Principal Products and Markets

              The Company is the leading designer, manufacturer and
        supplier of windshield and rear window washer nozzles for
        passenger cars and light trucks in North America.  Defroster
        nozzles for a limited number of these same light vehicles
        are also being manufactured and sold.

              The Company's market for its fluidic nozzles, both wind
        shield washer and defroster, consists of the "Big Three"
        U.S. automotive manufacturers and foreign transplants.  The
        Company believes that it supplies about 75% of the total
        windshield washer nozzle requirements for light vehicles
        (cars and light trucks) manufactured in the United States,
        Canada and Mexico.  The defroster nozzle is currently being
        supplied to six car lines in this market.

              Over 90% of the Company's production of nozzles is
        incorporated in vehicles produced by General Motors, Ford
        and Chrysler, each of whom typically represents over 10% of
        the Company's sales volume.  The Company is, therefore,
        dependent upon the requirements of the U.S. industry
        producing cars and light trucks.  Although the Company
        enters into agreements with its customers to meet 100% of
        their production requirements, notice of firm shipping
        requirements for the coming week generally takes place
        weekly from the assembly plants and at somewhat longer
        intervals from the first-tier suppliers.

              The Company's fiscal year, beginning in November and
        ending in the following October, follows closely the length
        and timing of the model

                                      (2)

<PAGE>


        year for automobiles.  The Company's sales follow the seasonal
        pattern dictated by the model year of its customers.

              Sales also include technical services, primarily tooling
        and prototyping services, all related to the production of
        fluidic nozzles for automotive customers.  The requirements
        of the customers are for designs and tools to meet the needs
        of forthcoming car models or changes in existing models, as
        well as for prototypes of new products desired for testing.
        These sales are, for the most part, undertaken as a service
        to the customers, and the Company contracts these services
        and tools so as to recover projected direct costs.


        Patents and Competitive Products

              The Company has engaged, since its inception, in research
        and development in the fields of fluidics and fluid effect
        devices, encompassing both gases and liquids.  Over the past
        18 years, 44 U.S. patents have been granted to the Company's
        employees and assigned to the Company.  Three applications
        are presently in process for U.S. patents.  Foreign patents
        have also been granted, in countries in which the Company
        has  an interest, for most of the art covered by the U.S.
        patents.  Although these patents embody new and novel
        technology  or product, there is available competitive
        technology and alternative product.  The extent to which the
        expiration of an individual patent may affect the Company's
        competitive position is difficult to determine.

              In the past, U.S. patents were granted for a period of 17
        years from the date of issue.  However, beginning in June
        1995, those granted in the past can be for a period of
        either 17 years from date of issue or 20 years from date of
        filing the application, whichever expiration date is later.
        Those granted on applications filed after June 1995 are for
        a period of 20 years from date of filing.

              The Company's fluidic windshield washer and defroster
        nozzles, which are covered by issued U.S. and foreign
        patents, are in direct competition with conventional nozzles
        of traditional design.  The Company believes that its
        products have advantages both in performance and in economy
        of assembly to the vehicle by the car manufacturers.

              The Company is of the opinion that, in the long run, a
        history of service, delivery, quality and economic supply is
        the most important factor in binding its customers to it.
        Customers of the Company place a great deal of emphasis on
        quality.  The Company has maintained Ford's preferred
        supplier rating (Q1 award) since 1985, has been rated an
        excellent status in a supplier assessment by General Motors,
        has been   a self-certified supplier for Chrysler since
        1991, and has achieved a Quality Excellence Award from
        Chrysler with a 98% rating in 1995.  The Company's material
        testing laboratory has been accredited by General Motors
        since 1992.  In addition, the Company's customers have
        mandated that the Company put into place a QS-9000 compliant
        quality system to be assessed and, if qualified, registered
        by an independent organization.  Chrysler requires
        registration by July 1997 and General Motors by

                                      (3)

<PAGE>


        December 1997.  The Company's present plans call for independent
        assessment of the Company's system during August 1996.

              The Company does not grant North American licenses for
        its own patents in which it has an interest in marketing a
        product.  The Company does pursue interests expressed by
        others in the Company's technology in an attempt to broaden
        its use.  To the extent that there may be additional uses in
        markets not related to those of primary interest to the
        Company, efforts are made to license the patents for such
        use.


        Foreign Affiliates and Licensing

              The Company has no foreign affiliates.  The Company has
        licensing agreements with foreign companies with respect to
        certain of its foreign patents.  Income from such agreements
        was $21,770 in FY 1995, down from $26,949 in FY 1994.


        Raw Material Sources and Availability

              Raw materials, primarily plastic resin, are sourced
        within the United States.  Although the market tightened
        during the first six months of this past year, it softened
        later in the year and adequate supply is expected to be
        available in the coming year.  The resins purchased are
        restricted to those approved by our customers.


        Working Capital Requirements

              The Company's standard credit terms for receivables is
        net 30 days.  Adequate levels of inventories are normally
        maintained in order to ensure compliance with the responsive
        delivery requirements of our customers.

              The design and acquisition of production tools, which
        represent the major portion of technical services sales,
        normally take several months to complete, during which
        period the Company has to advance progress funding which is
        included in work-in-process inventories.  Billings for these
        tools and services are rendered only after completion and
        customers' acceptance of qualified products produced by the
        tools.


        Research and Development

              The Company's research and development costs, all
        Company-funded, were:
                          FY 1995     $636,970
                          FY 1994     $842,332
                          FY 1993     $898,887

                                      (4)

<PAGE>


              In FY 1993, 1994, and 1995, the Company's research and
        development efforts were primarily directed toward the
        improvement of the characteristics of natural gas and
        propane burners utilizing fluidic devices.  The applications
        are primarily for residential water heaters, furnaces, and
        barbecue grills.  Continuing development of these
        applications will be dependent upon the Company's ability to
        overcome both marketing and technical problems.  During
        these years, efforts were also directed toward various
        product development, product improvement, and process
        improvement projects related to the automotive industry.

              In addition, in FY 1994 significant efforts were made
        toward the application of fluidic technology to fuel
        metering in small engines.  A prototype has been developed
        to test its feasibility, but additional engineering work
        still needs to be carried out.

              Potential sales of products still in the development
        stage cannot be predicted until ready for market.


        Employees

              The Company averaged approximately 194 employees during
        FY 1995 and employed 223 people on a full-time basis on
        October 28, 1995.  The increase from the 180 employed on
        October 29, 1994, was primarily in the manufacturing
        departments in response to the labor intensive activities
        associated with the new higher value products with painted
        caps, hoses, pads, etc., as well as higher volume of
        deliveries.


        Compliance with Environmental Regulations

              The Company believes it is in compliance with all known
        environmental regulations and has no plans for significant
        expenditures to meet these requirements in the future.


Item 2.  PROPERTIES

              During 1984, the Company entered into a ten-year lease on
        a major portion of a new building in Columbia, Maryland, for
        62,600 sq. ft. of space.  In September 1993, the Company
        entered into an amendment to the original lease agreement at
        reduced rental rates per square foot and provided for the
        Company's occupancy of the premises until April 16, 2004.
        The Company added in September 1993 14,226 sq. ft. and in
        February 1994 12,000 sq. ft. to the original space leased.
        The Company is now the sole occupant of the premises.  In an
        added agreement to the lease, the landlord agreed to make
        certain improvements to the premises financed by a
        supplement to the rent.  The lease amendment further pro-
        vides an option to continue the lease for an additional ten
        years and to purchase the premises at 94% of fair market
        value at the first termination of the lease.

                                  (5)


<PAGE>

              The facility, which now totals 88,826 sq. ft., provides
        for the Company's needs for manufacturing windshield washer
        and defroster nozzles at levels adequate to meet near-term
        projected customer needs. In addition to the capacity for
        supporting more manufacturing equipment, the enlarged
        premises allow for larger engineering facilities.

              The facilities are utilized as follows:

        Manufacturing, Materials, Quality Control    64,826 sq. ft.
        Administration and Sales                     13,000 sq. ft.
        Laboratories and Engineering                 11,000 sq. ft.

          Total Area                                 88,826 sq. ft.

              Additional capacity was added to the plastic injection
        molding department during FY 1995.

              In its production operations, the Company utilizes tools
        purchased for the account of its customers and used for
        their unique requirements.  The Company has also designed
        and built for its own account specialized assembly and test
        equipment to meet quality assurance and economic performance
        requirements.


Item 3.  LEGAL PROCEEDINGS

              During FY 1994, the Company discovered in the market a
        windshield washer nozzle which infringed upon its windshield
        washer patents.  As a result, the Company filed a suit for
        patent infringement in the United States District Court for
        the District of Maryland.  Under the settlement agreement in
        June 1995, the parties involved agreed not to infringe the
        Company's patents and not to purchase or sell windshield
        washer nozzles unless obtained from a source authorized by
        the Company.


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

              None.


Item 5.


        5a. STOCK PRICE AND MARKETS

              The Common Stock of the Company is traded in the "over-
        the-counter" market, while the Preferred Stock is
        unregistered and is not publicly traded.

              The high and low bid and asked prices of the Common Stock
        over the last two fiscal years are listed below:


                                  (6)


<PAGE>


                                      Bid               Asked
               FY                     High     Low       High     Low

              1995  1st Quarter       3/8      1/4       7/8      3/4
                    2nd Quarter       7/8      1/4       1-3/8    3/4
                    3rd Quarter       3/4      1/2       1-3/8    1
                    4th Quarter       3/4      1/2       1-3/8    1

              1994  1st Quarter       1/2      1/4       1-1/8    7/8
                    2nd Quarter       3/8      3/8       7/8      7/8
                    3rd Quarter       3/8      3/8       7/8      7/8
                    4th Quarter       3/8      1/4       7/8      3/4

              Note:  The above quotes represent prices between dealers
              and do not include retail mark-up, mark-down or
              commissions.  They do not represent actual transactions.


        5b. APPROXIMATE NUMBER OF EQUITY SECURITY HOLDERS

                                               Approximate Number of
                                                  Record Holders
                Title of Class                (as of October 28, 1995)

              Common Stock
                $.10 Par Value                         442

              Preferred Stock
                8% Cumulative                           34

              Included in the number of stockholders of record are
              shares held in "Nominee" or "Street" name.


        5c. DIVIDENDS

              The Company has never paid cash dividends on its Common
        Stock.  Payment of dividends on Common Stock is within the
        discretion of the Company's Board of Directors and will
        depend, among other factors, on earnings, capital
        requirements and the operating financial condition of the
        Company.

              For information concerning dividends on Preferred Stock,
        see Note 5 of Notes to Consolidated Financial Statements.


                                  (7)



<PAGE>

Item 6.  SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
                                                                     For the Years Ended

                                October 28,     October 29,     October 30,     October 31,     October 26,
                                   1995            1994            1993            1992            1991(1)
<S>                             <C>             <C>             <C>             <C>             <C>

Net Sales                       $16,972,876     $15,111,829     $12,299,037     $9,996,970      $8,503,475

Net Income (loss)                 1,783,875       1,727,020       1,076,040      1,040,637      (1,126,109)

Primary earnings (loss)
  per share                             .13             .13             .08            .08            (.09)

Fully diluted earnings
  (loss) per share                      .11             .11             .07            .08            (.09)

Working capital                   4,296,368       3,126,959       1,791,192      1,315,788         705,657

Total assets                      9,292,446       8,478,227       6,231,132      4,880,510       4,425,445

Long-term debt                      202,811         512,831         584,612      1,028,293       1,475,423

Stockholders' equity            $ 6,629,891     $ 4,907,664     $ 3,246,590     $2,242,198      $1,046,201
</TABLE>

(1)  In December 1991, the Company  settled a lawsuit  against the Company.  The
     fiscal  1991  net loss  includes  $1,854,138  of  charges  related  to this
     litigation.  However,  the fiscal 1991  amounts do not include the proceeds
     from the issuance of $250,000 of the Company's  preferred stock on December
     30, 1991.


                                  (8)



<PAGE>

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


        Results of Operations

                           FY 1995 vs FY 1994

              Total sales in FY 1995 improved 12% over FY 1994,
        reaching another new record for the Company of $16,972,876
        compared with $15,111,829 in FY 1994.  Income before taxes
        increased 22% from FY 1994 to FY 1995.  Net income in FY
        1995 improved 3% to $1,783,875 from $1,727,020 for FY 1994.
        Net income increased at a lower rate than income before
        taxes as the result of the higher effective income tax rate
        at 39% in FY 1995 as compared with 28% in FY 1994.

              Sales of component products rose 19% to $15,960,301 in FY
        1995 from $13,365,761 in FY 1994.  As a result of the
        addition and enhancement of windshield washer products and
        new defroster nozzle products, the Company's increase in
        shipments of component products was greater than the zero
        growth in total North American vehicle production experi-
        enced by our customers during the fiscal year 1995.  The
        gross profit on sales of component products declined to 43%
        in FY 1995 from 47% in FY 1994 as engineering activities
        related to customizing new washer nozzle products expanded
        and various manufacturing expenses increased.

              Technical services sales in FY 1995 decreased 42% to
        $1,012,575 from FY 1994's $1,746,068.  The shipments of
        tools for future automotive products declined in FY 1995,
        reflecting the culmination of fewer tooling programs for new
        windshield washer and defroster nozzles.  In addition, the
        FY 1994 sales included $250,000 of revenue from a specific
        application engineering customer contract.  The loss in this
        segment of the business at the gross profit level increased
        to $704,656 from the prior year's loss of $372,000.  This
        deterioration occurred primarily as a result of the lack of
        last year's $250,000 of revenue referred to above, costs of
        which were incurred in prior years.  Also, higher costs were
        incurred in FY 1995 from extra tool work necessary to
        achieve operational capability as well as additional time
        required for customer approval of the tools for use in parts
        production.

              Selling, general and administrative expenses remained the
        same as the prior year and as a percentage of sales were
        15.4% in FY 1995 versus 17.2% in FY 1994.  Sales and
        marketing expenses rose due to higher commissions as a
        result of the increase in component sales.  However, general
        and administrative expenses were lower than last year as a
        result of decreases in U.S. and foreign patent costs.

              The Company in FY 1995 continued to invest in research
        and development projects, although the dollar amount was 24%
        less than FY 1994.  Emphasis was placed on applying fluidic
        technology to natural gas burner nozzles as well as various
        other improvements to the Company's present products and
        manufacturing systems.


                                  (9)


<PAGE>

              Interest expense was lower in FY 1995 as a result of
        lower debt levels.  Other income was higher due to an
        increase in interest income from larger investments of
        available cash and higher interest rates.

              In FY 1995, the provision for income taxes was
        $1,148,902, resulting in an effective tax rate of 39%,
        approximately the statutory rate.  In FY 1994, after the re-
        maining available research and development and investment
        tax credit carryovers from prior years were utilized, the
        Company's effective tax rate was 28%.  (See Note 6 of the
        Notes to the Consolidated Financial Statements.)


                           FY 1994 vs FY 1993

              Total sales in FY 1994 improved 23% over FY 1993,
        reaching a new record for the Company of $15,111,829
        compared with $12,299,037 in FY 1993.  Income before taxes
        increased 86% from FY 1993 to FY 1994.  Net income in FY
        1994 improved 60% to $1,727,020 from $1,076,040 for FY 1993.
        Net income increased at a lower percentage than income
        before taxes from the impact of the higher effective income
        tax rate of 28% in FY 1994 versus 17% in FY 1993.

              Sales of component products rose 19% to $13,365,761 in FY
        1994 from $11,213,431 in FY 1993.  As a result of the
        addition of new products, in particular defroster nozzles,
        the Company's increase in shipments of component products
        was greater than the 10% increase in total North American
        vehicle production experienced by our customers.  The gross
        profit on sales of component products, which had improved
        from 41% of sales in FY 1992 to 44% in FY 1993, improved
        further to 47% in FY 1994 as manufacturing capacity was
        again added and capacity utilization continued at a high
        rate with three shifts running in the plastic injection
        molding department most of the year to meet increasing
        customer requirements.

              Technical services sales in FY 1994 rose to $1,746,068
        from FY  1993's $1,085,606.  The FY 1994 sales included
        $250,000 of revenue from a specific application engineering
        customer contract and increased also from a substantial gain
        in the shipments of tools for future automotive products.
        The loss in this segment of the business at the gross profit
        level increased to $372,000 from the prior year's loss of
        $308,000.  This deterioration occurred as a result of the
        higher costs incurred in FY 1994 from significant extra tool
        work necessary to achieve operational capability as well as
        additional time required for customer approval of the tools
        for use in parts production.  The $250,000 of revenue
        referred to above, costs of which were incurred in prior
        years, had the impact of reducing the FY 1994 technical
        services loss.

              Selling, general and administrative expenses increased
        14.3% from  the prior year and as a percentage of sales were
        17.2% versus 18.5% in FY 1993.  Sales and marketing expenses
        rose due to higher commissions  as a result of the increase
        in component sales and due to the costs of marketing efforts
        related to new products.  General and administrative

                                      (10)


<PAGE>

        expenses were higher than last year as a result of increases
        in personnel and patent costs which were not fully offset by
        a reduction in costs of retirement programs adopted for
        certain former officers.

              The Company in FY 1994 continued to invest in research
        and development projects, although the dollar amount was 6%
        less than FY 1993.  Emphasis was placed on applying fluidic
        technology to natural gas burner nozzles and fuel metering
        as well as various other substantial improvements to the
        Company's present products and manufacturing systems.

              In FY 1994, the provision for income taxes was $679,506
        after the remaining available research and development and
        investment tax credit carryovers from prior years were
        utilized, resulting in an effective tax rate of 28%.  In FY
        1993, after the remaining net operating loss carryforwards
        and similar available tax credits were utilized, the
        Company's effective tax rate was 17%.  (See Note 6 of the
        Notes to the Consolidated Financial Statements.)

        Liquidity and Capital Resources

              Current assets at 1995 fiscal year end were $6,324,208
        compared with $5,814,936 at the 1994 fiscal year end.
        Liquidity of these assets improved as cash and cash
        equivalents, short-term investments, and receivables rose to
        $4,117,888 from $3,958,922.

              Accounts receivable increased 44% over the prior year-end
        balance as a result of the timing of cash receipts from a
        major customer.  Inventories rose 12% to meet projected
        requirements for sales of components.  The tooling work in
        process decreased compared to the prior year, as there were
        fewer tools being built for future products.

              Current liabilities declined 25%, reflecting the payment
        of the prior and current years' income tax accruals and the
        remaining balances of certain notes payable.

              The current ratio of 3.12:1 at 1995 fiscal year end
        compares favorably with the 2.16:1 at 1994 fiscal year end
        and the 1.86:1 at 1993 fiscal year end.

              Cash provided by operating activities in the amount of
        $851,210 in FY 1995 resulted principally from net income of
        $1,783,875, plus non-cash charges for depreciation and
        amortization of $661,024, less investments in operating
        capital of $1,540,797.  Accounts receivable and inventories
        increased in support of higher sales and production activi
        ties, and the prior and current years' income tax accruals
        were paid.

              Funds were used for capital expenditures in the amount of
        $962,597 principally for a new information system, other
        computer equipment, and additional production capacity.  The
        Company purchased $1,143,566 of U.S. Treasury bills and sold
        $962,985 of such bills.

                                      (11)

<PAGE>


              The principal payment of debt during FY 1995 was
        $525,102, reflect-ing primarily the remaining balances of
        certain notes payable.  The Company's $1,000,000 short-term
        line of credit was not utilized during the fiscal year 1995
        and had no balance outstanding at October 28, 1995.  The
        preferred stock dividend was declared and paid in December
        1994.

              The Company's credit facilities and financial position
        should provide an adequate base for sales and production
        resulting from forecasted production rates by the domestic
        car manufacturers, additional market penetration, and near-
        term requirements for potential new products resulting from
        R & D efforts.


        Fiscal Year 1996

              Market forecasts for the period of the Company's 1996
        fiscal year generally predict a slight decrease in
        production by the Company's U.S. light vehicle customers.
        Since retail inventories held by these automotive companies
        are significantly above normal levels, it is expected that
        their production levels will suffer from inventory adjust-
        ment.  The Company's operating plans assume that industry
        production levels for the 1996 fiscal year as a whole will
        be 4% less than the FY 1995 levels but that there will be
        additional production requirements for certain new nozzles
        expected to be added in the course of the fiscal year, re-
        sulting in the Company's anticipating component sales
        slightly above the 1995 fiscal year.

              Present knowledge of customer plans indicates that the
        Company's billings for technical services related to the
        introduction of new or revised vehicle models will decrease
        from the FY 1995 level, reflecting the culmination of fewer
        tooling programs for new windshield washer nozzles.

              The automotive parts industry has become more competitive
        in general due to consolidation of suppliers, customers'
        expectations of more service, and price pressures.

              New management and quality information systems are being
        implemented by the Company and are expected to be
        essentially in place by the end of fiscal year 1996.

              The Company's customers have mandated that the Company
        develop a QS-9000 compliant quality system to be assessed
        and, if qualified, registered by an independent
        organization.  Chrysler requires registration by July 1997
        and General Motors by December 1997.  QS-9000 is a quality
        system that defines the minimum requirements for all sup-
        pliers of production and service parts as determined by
        Chrysler, Ford, and General Motors based on the ISO 9000
        international standard.  Management believes that this
        system will be of benefit to the Company to develop and
        produce competitive products for the global market.  The
        Company's technology coupled with a QS-9000 compliant
        quality system should provide a solid platform for future
        competitiveness and growth.  Present plans

                                      (12)

<PAGE>

        call for independent assessment of the Company's quality system
        during August 1996.

              Additional expenses for these new systems will be
        incurred in fiscal year 1996.

              Research and development expenditures are planned to
        increase in FY 1996 as greater efforts will be made in the
        development of new product lines, in particular air
        conditioning outlets for automobiles due to renewed interest
        on the part of the Company's customers.  R & D on this
        product embodied in patents belonging to the Company was
        carried out in prior years.

                                  (13)

<PAGE>


Item 7 (continued) SCHEDULE A: RELATIONSHIP TO TOTAL REVENUES - OPERATIONS
<TABLE>
<CAPTION>
                                                                             Percent Change of Dollars
                                                                                 Period to Period
                                                                              Increase or (Decrease)
                                        FY 1995      FY 1994     FY 1993      1994-1995    1993-1994
<S>                                     <C>          <C>         <C>         <C>          <C>
Total revenues from operations          100.0%       100.0%      100.0%         12.3%        22.9%



Direct labor, material and other
  product-related costs                  63.9         60.9        62.5          18.0         19.7
Selling, general and administra-
  tive                                   15.4         17.2        18.5           0.2         14.3
Research and development expense          3.8          5.6         7.3         (24.4)        (6.3)


Operating income                         16.9         16.3        11.7          16.6         71.4


Interest expense                         (0.2)        (0.6)       (1.5)        (56.3)       (50.7)
Other revenue and (expense) net           0.6           .2          .3         223.4        (16.0)



Net income before taxes                  17.3%        15.9%       10.5%         21.9%        60.4%
                                        =====        =====       =====
</TABLE>


                                  (14)


<PAGE>

                                 Item 8

                          FINANCIAL STATEMENTS

                      BOWLES FLUIDICS CORPORATION

                  FOR THE YEAR ENDED OCTOBER 28, 1995




                                  (15)


<PAGE>

BOWLES FLUIDICS CORPORATION

INDEX
FOR THE YEAR ENDED OCTOBER 28, 1995


                                                                      Page

Report of Independent Accountants                                      16

Financial Statements:

     Consolidated Statements of Income                                 17

     Consolidated Balance Sheets                                       18

     Consolidated Statements of Changes in Stockholders' Equity        20

     Consolidated Statements of Cash Flows                             21

     Notes to Consolidated Financial Statements                        22


                                  (16)


<PAGE>

                   REPORT OF INDEPENDENT ACCOUNTANTS

                               __________

To the Board of Directors
       and Stockholders,
       Bowles Fluidics Corporation

                  We have audited the accompanying balance sheets of
Bowles Fluidics Corporation as of October 28, 1995 and October
29, 1994, and the related statements of income, changes in
shareholders' equity, and cash flows for each of the three fiscal
years in the period ended October 28, 1995.  These financial
statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these 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 financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.

                  In our opinion, the financial statements referred to
above present fairly, in all material respects, the financial
position of Bowles Fluidics Corporation as of October 28, 1995
and October 29, 1994, and the results of its operations and its
cash flows for each of the three fiscal years in the period ended
October 28, 1995, in conformity with generally accepted
accounting principles.


                             Coopers & Lybrand L.L.P.



Baltimore, Maryland
December 22, 1995

                                  (17)



<PAGE>

BOWLES FLUIDICS CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
                                                     For The Years Ended

                                       October 28,       October 29,        October 30,
                                          1995              1994               1993
<S>                                    <C>               <C>                <C>
Net Sales                              $16,972,876       $15,111,829        $12,299,037

Cost of Sales                           10,852,940         9,200,976          7,683,509

Gross profit                             6,119,936         5,910,853          4,615,528

    Selling, general and
      administrative expenses            2,609,911         2,603,491          2,278,321
    Research and development
      costs                                636,970           842,332            898,887

Operating Income                         2,873,055         2,465,030          1,438,320

    Interest expense                       (38,871)          (88,991)          (180,569)
    Other income, net                       98,593            30,487             36,289

Income before taxes                      2,932,777         2,406,526          1,294,040

    Provision for income taxes           1,148,902           679,506            218,000

Net income                               1,783,875         1,727,020          1,076,040

    Preferred stock
      dividends accrued                    (74,648)          (74,646)           (74,648)


Income applicable to
    common shareholders                $ 1,709,227       $ 1,652,374        $ 1,001,392
                                       ===========       ===========        ===========
Primary earnings per share                   $ .13             $ .13              $ .08
                                             =====             =====              =====
Fully diluted earnings per share             $ .11             $ .11              $ .07
                                             =====             =====              =====
</TABLE>


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


                                  (18)


<PAGE>

BOWLES FLUIDICS CORPORATION
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                            October 28,      October 29,
                                               1995             1994
<S>                                         <C>              <C>
Assets

Current Assets
    Cash and cash equivalents               $   676,981      $ 1,557,230
    Investments                                 679,513          484,807
    Accounts receivable                       2,761,394        1,916,885
    Inventories                               1,899,346        1,696,500
    Prepaid expenses                            134,474           22,514
    Deferred income taxes                       172,500          137,000

         Total current assets                 6,324,208        5,814,936

Property and equipment
    Production machinery and
         equipment                            4,047,602        3,609,068
    Office furniture and equipment            1,580,026        1,137,859
    Laboratory and machine shop equipment     1,159,087        1,148,911
    Leasehold improvements                      539,274          530,475

         Total property and equipment         7,325,989        6,426,313

    Less accumulated depreciation
         and amortization                    (4,504,185)      (3,926,055)

         Net property and equipment           2,821,804        2,500,258

Other assets
    Patents, net of amortization
         to date of $397,962
         and $349,232, respectively             119,596         135,770

    Deposits                                     26,838          27,263

         Total other assets                     146,434          163,033

Total assets                                $ 9,292,446      $ 8,478,227
                                            ===========      ===========
</TABLE>

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

                                  (19)


<PAGE>

BOWLES FLUIDICS CORPORATION
CONSOLIDATED BALANCE SHEETS (continued)
<TABLE>
<CAPTION>
                                                October 28,      October 29,
                                                   1995             1994
<S>                                            <C>               <C>
Liabilities and Stockholders' Equity

Current liabilities
    Accounts payable - trade                   $    995,421      $ 1,066,077
    Accrued payroll and related expenses            777,473          720,159
    Income taxes payable                            111,441          543,156
    Current portion of long-term debt                68,857          283,939
    Accrued preferred stock dividends                74,648           74,646

               Total current liabilities          2,027,840        2,687,977


Long-term debt                                      202,811          512,831
Other liabilities                                   282,904          219,755
Deferred income taxes                               149,000          150,000

Total liabilities                                 2,662,555        3,570,563


Commitments and contingencies

Stockholders' Equity
    8% convertible preferred stock -
         authorized 3,000,000 shares,
         par value $1.00 per share;
         issued and outstanding 933,080
         shares.                                    933,080          933,080

    Common stock - authorized
         17,000,000 shares - par value
         $.10 per share; issued and out-
         standing 12,610,011 shares and
         12,590,001 shares, respectively.         1,261,001        1,259,001

    Additional paid-in capital                    2,726,583        2,715,583

  Retained earnings (NOTE 5)                      1,709,227               --

Total stockholders' equity                        6,629,891        4,907,664

Total liabilities and
    stockholders' equity                       $  9,292,446      $ 8,478,227
                                               ============      ===========
</TABLE>

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

                                  (20)


<PAGE>

BOWLES FLUIDICS CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                   Preferred Stock           Common Stock           Additional       Retained
                                                 Shares                  Shares                     Paid-in         Earnings
                                     Total       (000's)      Amount     (000's)       Amount       Capital         (Deficit)
<S>                               <C>            <C>        <C>          <C>         <C>           <C>            <C>      
Balance October 31, 1992          $2,242,198       933      $ 933,080     12,529     $1,252,881    $5,266,764     $(5,210,527)

Stock Options Exercised                3,000                                  20          2,000         1,000

Preferred Stock Dividends            (74,648)                                                         (74,648)

Net Income                         1,076,040                                                                        1,076,040

Balance October 30, 1993          $3,246,590       933      $ 933,080     12,549     $1,254,881    $5,193,116     $(4,134,487)


Stock Options Exercised                8,700                                  41          4,120         4,580

Preferred Stock Dividends            (74,646)                                                         (74,646)

Net Income                         1,727,020                                                                        1,727,020

Quasi-reorganization Effective
  October 29, 1994 (NOTE 5)               --                                                       (2,407,467)      2,407,467

Balance October 29, 1994          $4,907,664       933      $ 933,080     12,590     $1,259,001    $2,715,583       $      --

Stock Options Exercised               13,000                                  20          2,000        11,000

Preferred Stock Dividends            (74,648)                                                                         (74,648)

Net Income                         1,783,875                                                                        1,783,875

Balance October 28, 1995          $6,629,891       933      $ 933,080     12,610     $ 1,261,001   $2,726,583     $ 1,709,227
                                  ==========      ====      =========     ======     ===========   ==========     ===========
</TABLE>

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

                                  (21)


<PAGE>

BOWLES FLUIDICS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                  For The Years Ended

                                                    October 28,        October 29,        October 30,
                                                       1995               1994               1993
<S>                                                 <C>                <C>                <C>
Net Income                                          $ 1,783,875        $ 1,727,020         $1,076,040
Adjustments to reconcile net income
    provided by operating activities:
      Depreciation and amortization                     661,024            624,099            450,304
      (Gain)/Loss on sale of assets                      (2,267)             8,496              3,738
      Accretion of interest on investments              (14,125)                -                  -
      Deferred income taxes                             (36,500)                -              13,000
                                                      2,392,007          2,359,615          1,543,082
  Change in operating accounts:
      Accounts receivable                              (844,509)          (204,165)          (316,443)
      Inventories                                      (202,846)          (365,409)          (351,693)
      Prepaid expenses                                 (111,535)            42,927             30,104
      Accounts payable                                  (70,656)           152,015            445,257
      Accrued expenses                                   57,314            152,382            250,465
      Income taxes payable                             (431,715)           468,156             75,000
      Other liabilities                                  63,150             27,124            184,805
        Change in operating accounts                 (1,540,797)           273,030            317,495
  Cash provided by operating activities                 851,210          2,632,645          1,860,577

  Investing activities:
      Capital expenditures                             (962,597)          (938,246)          (836,740)
      Purchase of investments                        (1,143,566)          (484,807)                -
      Patents capitalized                               (32,556)                -             (12,414)
      Proceeds from sale of equipment                    31,025                 -                  -
      Proceeds from sale of investments                 962,985                 -                  -
        Net cash used in investing activities        (1,144,709)        (1,423,053)          (849,154)

  Financing activities:
      Principal payment of debt                        (525,102)          (603,657)          (713,378)
      Proceeds from issuance of debt                         -             365,000                 -
      Preferred stock dividend                          (74,648)           (74,646)           (94,640)
      Proceeds from issuance of common stock             13,000              8,700              3,000
        Net cash used by financing activities          (586,750)          (304,603)          (805,018)

    Increase(Decrease) in cash and cash equivalents    (880,249)           904,989            206,405

Cash and cash equivalents - beginning of period       1,557,230            652,241            445,836
Cash and cash equivalents - end of period           $   676,981        $ 1,557,230        $   652,241
                                                    ===========        ===========        ===========
</TABLE>

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

                                  (22)


<PAGE>

BOWLES FLUIDICS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 1.  Summary of Significant Accounting Policies

    General.  The Company and its wholly owned subsidiary, Fluid
    Effects Corporation, operate on a 52/53 week fiscal year which
    ends on the last Saturday of October.  All years presented are
    52 weeks.  Assets and liabilities, and revenues and expenses,
    are recognized on the accrual basis of accounting.

    Cash equivalents.  Cash equivalents are highly liquid
    investments with original maturities of 90 days or less.

    Investments.  Investments, which are held for sale, consist of
    U.S. Treasury Bills with original maturities over 90 days, but
    not greater than 365 days, and are carried at cost plus accrued
    interest, which approximates market.

    Inventory Pricing. Inventories are carried at the lower of
    cost (first-in, first-out) or market.

    Property, Equipment and Depreciation. The cost of property and
    equipment is depreciated over the estimated useful life of the
    related assets. Depreciation is computed on the straight-line
    method for all assets based on the following estimated lives:

                                                 Years
         Production machinery and
           equipment                             3 - 10
         Office furniture and equipment          5 -  7
         Laboratory and machine shop
           equipment                             3 - 10
         Leasehold improvements                  lease term

         Depreciation expense for the fiscal years ended 1995, 1994,
   and 1993, were $612,294, $577,811 and $404,005, respectively.

   Patents.  Costs associated with obtaining United States patents
   are capitalized and amortized using the straight-line method
   over the life of the patent beginning with the date of issue or
   date of filing the application. The Company initially charges
   all costs associated with the acquisition of U.S. and foreign
   patents to expense, then capitalizes those costs related to
   U.S. patents upon issuance of those patents.

         Management reviews all of the patent costs and writes off
   any patents which are considered to be of no foreseeable
   economic benefit to the Company.  The Company recognizes income
   from patent licenses in accordance with the respective payment
   terms of each license agreement.

   Income Taxes.  The Company accounts for income taxes under FASB
   Statement No. 109.  Under this liability method, deferred
   income taxes are recognized for the tax consequences of
   temporary differences by applying enacted statutory tax rates
   applicable to future years to differences between the financial
   statements carrying amounts and the tax bases of existing
   assets and liabilities.

                                      (23)

<PAGE>


BOWLES FLUIDICS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.  Inventories

         Inventories are comprised of:
<TABLE>
<CAPTION>
                                                         1995           1994
                  <S>                                 <C>            <C>
                  Raw Material                        $  703,864     $  506,573
                  Work and tooling in process            416,090        515,590
                  Finished Goods                         779,392        674,337
                             Total                    $1,899,346     $1,696,500
                                                      ==========     ==========
</TABLE>


 3.  Line of Credit

                  In May 1995, the Company reaffirmed its $1,000,000 line
         of credit with Mercantile-Safe Deposit & Trust Company to
         May 10, 1996, subject to reaffirmation each year by the Bank
         at the Company's request.  The interest rate is Mercantile's
         prime rate, floating, which was 8-3/4% at October 28, 1995.
         In addition, a 3/8% annual fee is assessed on the unused
         portion of this credit facility.  Advances on the line of
         credit are limited to 85% of eligible accounts receivable
         and 40% of finished goods inventory and are collateralized
         by a first lien on accounts receivable and inventory, as
         well as a lien on all corporate assets except for the
         Company's patents, patent applications, processes, copy-
         rights, trade secrets and other forms and types of
         intellectual property.  Furthermore, the bank has cross-
         collateralized and cross-defaulted all its lending
         agreements with the Company.  No amount was outstanding on
         this credit line at October 28, 1995, and October 29, 1994.

                  In addition to the maintenance of certain financial
         ratios, the covenants of the amended master lending
         agreement covering both the $1,000,000 line of credit above
         and the term loan facility referred to in Note 4 require the
         Company's tangible net worth to be not less than $2,000,000
         as of the close of each fiscal year.

 4.  Debt

         Balances as of October 28, 1995, and October 29, 1994, are
         as follows:

                               1995               1994
              (A)           $        -         $  461,535
              (B)               271,668           335,235
                            $   271,668        $  796,770
                            ===========        ==========


                                  (24)


<PAGE>


BOWLES FLUIDICS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 4.  (continued)

     Long-term debt will mature in the next four fiscal years as
     follows:


                      Year End
                      October
                        1996           $    68,857
                        1997                75,128
                        1998                81,970
                        1999                45,713
                                       $   271,668
                                       ===========


   A.    In 1991, the Company agreed to the settlement of a pending
   lawsuit against the Company and agreed to pay the plaintiffs
   $1,250,000.  The remaining balance of $461,535 plus interest at
   9% per annum was to be paid in two equal installments of
   $262,368 in January 1995 and 1996.  The Board of Directors
   authorized management to pay the remaining balance prior to
   December 31, 1994.  Final payment of $503,073, including
   interest of $41,538, was paid on December 29, 1994.

   B.    In June 1993, the Company entered into an amended agreement
   with Mercantile-Safe Deposit & Trust Company for a term loan
   facility for a period up to seven years in the maximum amount
   of $1,100,000.  Advances under this agreement shall be made for
   the purchase of certain capital equipment and leasehold
   improvements.  This loan facility is cross-collateralized and
   cross-defaulted with all other loans with the Mercantile-Safe
   Deposit & Trust Company, and is subject to the same loan
   covenants as shown in Note 3 for the line of credit.  In
   December 1993, the Company borrowed $365,000 under this
   facility.  During fiscal 1994, a fixed interest rate of 8-3/4%
   was elected for borrowings under this agreement through April
   1997.

         Cash paid for interest during 1995, 1994 and 1993 was
   $37,586, $91,079 and $140,323, respectively.

                                      (25)

<PAGE>


BOWLES FLUIDICS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 5.  Stockholders' Equity

         The Company's preferred stock provides for an annual
   dividend of $.08 per share from the net earnings of the Company
   and is cumulative only for those years in which the Company has
   earnings, and $1.00 per share in liquidation before any distri-
   bution can be made to holders of common stock. If any divi-
   dends payable on the preferred stock with respect to any fiscal
   year of the Company are not paid for any reason, the rights of
   the holders of the preferred stock to receive payment of such
   dividends shall not lapse or terminate; but unpaid dividends
   shall accumulate and shall be paid without interest to the
   holders of the preferred stock when and as authorized by the
   Board of Directors before any dividends shall be paid on any
   other class of stock.

         The Company's preferred stock may at the option of the
   holder, at any time dividends are current, be converted into
   common stock of the Company at the conversion rate of four
   shares of common for each share of preferred.  Additionally,
   the preferred stock is redeemable at par in whole or in part at
   the option of the Board of Directors at any time the dividends
   are current after a period of 10 years subsequent to issue.
   The common stock has one (1) vote per share and the preferred
   stock has four (4) votes per share.

         Reserved Shares.  As of and for the three fiscal years in
   the period ending October 28, 1995, there were 300,000 shares
   of common stock reserved for issuance in connection with the
   Company's stock option plans.  None of the authorized shares of
   common stock are reserved for conversion of pre-ferred stock.
   Under the laws of the State of Maryland, the authorization of
   the preferred stock in itself provides the authorization of
   common stock necessary for conversion.

         Stock Options.  In May 1992, the Company adopted a new key
   employee incentive stock option plan.  This new plan replaced
   the incentive stock option plan adopted in fiscal 1981, which
   expired in 1992.

   Activity in the Company's incentive stock option and other
   stock option plans was as follows:

<TABLE>
<CAPTION>
                                1995            1994            1993
<S>                            <C>             <C>             <C>
   Options outstanding,
    beginning of year          200,000         314,400         264,400
   Options granted                  --              --          70,000
   Options exercised           (20,000)        (41,200)        (20,000)
   Options expired                  --         (73,200)             --
   Options outstanding,
    end of year                180,000         200,000         314,400
                              ========        ========        ========
</TABLE>

   Options activities are at exercise prices ranging from $.15 to
   $.65 per share.

         Quasi-reorganization.  Effective October 29, 1994, the Board
   of Directors approved a quasi-reorganization which had the
   impact of elimi-nating the retained earnings deficit as an
   adjustment to additional paid-in capital.

                                      (26)

<PAGE>


BOWLES FLUIDICS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 6.  Income Taxes

         The Company and its subsidiary file a consolidated federal
income tax return and separate state income tax returns.  The
provision for income taxes consisted of the following:

<TABLE>
<CAPTION>
                                 1995           1994          1993
             <S>              <C>             <C>           <C>
             Federal:
               Current        $1,019,525      $540,000      $130,000
               Deferred          (30,100)           -         11,500
                                 989,425       540,000       141,500
             State:
               Current           164,377       139,506        75,000
               Deferred           (4,900)           -          1,500
                                 159,477       139,506        76,500
                              $1,148,902      $679,506      $218,000
                              ==========      ========      ========
</TABLE>

         The components of the deferred tax asset and liability for
   1995 and 1994 were as follows:

<TABLE>
<CAPTION>
                                                     1995         1994
<S>                                                <C>          <C>
Deferred tax asset:
   Accrued vacation and retirement programs        $167,800     $138,000
   Non-deductible reserves                          121,700       81,500
                  Total deferred tax asset          289,500      219,500

Deferred liability:
   Tax depreciation in excess of book              (266,000)    (231,000)
                  Total deferred tax liability     (266,000)    (231,000)

   Net deferred tax asset (liability)              $ 23,500     $(11,500)
                                                   ========     ========
</TABLE>

                                  (27)


<PAGE>

BOWLES FLUIDICS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 6. (continued)

                  Reconciliations of the provisions for income taxes at the
         U.S. federal statutory rate to the effective tax rates were as
         follows:

<TABLE>
<CAPTION>
                                                           1995          1994        1993
<S>                                                    <C>            <C>         <C>      
         U.S. Statutory income tax                     $  997,145     $818,219    $ 439,974
         State tax, net of federal income tax
               benefit                                    151,757       92,074       50,490
         Utilization of net operating loss
               carryforwards                                   --           --     (131,480)
         Utilization of investment and research
               and development credit carryforwards            --     (226,000)     (52,000)
         Reduction of valuation allowance                      --           --      (88,984)
         Other                                                 --       (4,787)          --
                                                       $1,148,902     $ 679,506   $ 218,000
                                                       ==========     =========   =========
</TABLE>

         Cash paid for income taxes was $1,617,117, $118,090 and
   $180,000 for 1995, 1994, and 1993, respectively.

 7.  Earnings per Share

         Primary earnings per share are based on the weighted average
   number of common shares and the effects of shares issuable
   under stock options based on the treasury stock method. Fully
   diluted earnings per share would assume that the preferred
   stock is converted to common stock at the beginning of the
   year.

         The number of shares used for computing primary earnings per
   share was 12,706,408, 12,672,647, and 12,544,411, in 1995,
   1994, and 1993, respectively.  The number of shares used in
   computing fully diluted earnings per share was 16,445,005,
   16,404,967, and 16,276,731, in 1995, 1994, and 1993,
   respectively.

 8.  Commitments and Contingencies

         The Company leases its facility under a non-cancelable
   operating lease which expires in 2004.  As of October 28, 1995,
   minimum annual aggregate rentals are as follows:

                  Year Ended                   Amount
                     1996                    $  561,648
                     1997                       561,648
                     1998                       561,648
                     1999                       561,648
                     2000                       561,648
                  thereafter                  1,965,768

   Total minimum future rental payments      $4,774,008
                                             ==========

                                      (28)

<PAGE>


BOWLES FLUIDICS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8.  (continued)

         Rent expense under all leases for 1995, 1994, and 1993 was
   $622,671, $598,427, and $521,018, respectively.

       Management is unaware of any pending legal proceedings
   which would have a material adverse effect on the financial
   statements of the Company.

 9. Employee Benefit Plans

         On November 1, 1990, the Company adopted a defined
   contribution (401k) plan covering substantially all of its employees.
   Contributions and costs were determined by matching 50% of
   employee contributions up to 4% of each covered employee's
   earnings.  As of April 1, 1994, the Company increased
   its matching contribution to 50% of the employee contributions
   up to 6% of each covered employee's earnings.  The Company's
   contributions to the plan were $101,286, $76,892, and $48,713
   in 1995, 1994 and 1993, respectively.

         The Company has agreed to retirement programs for certain
   former officers providing for the payment of certain retirement
   benefits.  The unfunded present value, at a discount rate of
   7.5%, of these benefits accumulated as of October 28, 1995,
   amounts to approximately $316,000, of which $282,904 is
   included in other liabilities. Expenses related to these
   programs were $102,000 in 1995, $62,000 in 1994, and $218,000
   in 1993.

 10.  Major Customers

         Over 90% of the Company's production of nozzles is
   incorporated in vehicles produced by General Motors, Ford and
   Chrysler, each of whom typically represents over 10% of the
   Company's sales volume.  The Company is, therefore,
   substantially dependent upon the North American production
   requirements of these three automotive companies.  In addition,
   the Com-pany's customers have mandated that the Company put in
   place a QS-9000 compliant quality system to be assessed and, if
   qualified, registered by an independent organization.  Chrysler
   requires registration by July 1997 and General Motors by
   December 1997.  The Company's present plans call for
   independent assessment of the Company's quality system during
   August 1996.

 11.  Recent Accounting Standard

         In 1995, the Financial Accounting Standards Board issued
Statement No. 123, "Accounting for Stock Based Compensation".  The
Company has determined that it will retain its current accounting for
stock options granted; therefore, the adoption of this new standard in
fiscal 1996 will not impact the Company's financial position or results
of operations.

                                  (29)


<PAGE>

BOWLES FLUIDICS CORPORATION


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

        None

                                  (30)


<PAGE>

PART III

Item 10a.- 10c. DIRECTORS OF THE REGISTRANT INCLUDED IN PROXY
MATERIALS


Item 10b., d., e., & f. EXECUTIVE OFFICERS OF THE REGISTRANT:


b. Name, Age and Position   e. Business Experience During Past
                                  Five Years

   William Ewing, Jr.           Chairman since 1975.  Responsible for
   Chairman                     the formation of overall corporate
        Age 83                  policy and planning.


   Ronald D. Stouffer           President since March 9, 1994. Respon-
   President                    sible for execution of the Company's
   Chief Executive Officer      policies and for the Company's operations.
        Age 64                  operations.  Executive Vice President from
                                1982 to 1994.


   Julian Lazrus                Vice Chairman of the Board as of March 9,
   Vice Chairman                1994.  Responsible for assigned duties.
        Age 76                  President from 1973 to 1994.


   Melvyn J. L. Clough          Vice President, Operations, since November 6,
   Vice President,              1995.  Responsible for all manufacturing
   Operations                   operations including Industrial Engineering
        Age 48                  and Tooling.  Engineering Manager for A.
                                Raymond, Inc. 1992-1995.  Various positions
                                with TRW Fastener Divison to Engineering
                                Manager 1982-1992.


   Richard W. Hess              Vice President, Engineering, since
   Vice President,              October 28, 1992.  Responsible for the
   Engineering                  Company's total engineering department,
        Age 52                  including R&D, applications and manufacturing
                                engineering.  Director of Engineering with
                                Automated Packaging Systems, Inc., 1990-1992;
                                Vice President Research and Engineering,
                                DeVilbiss Company, 1982-1990.


   Eric W. Koehler              Vice President, Marketing, since March 9,
   Vice President,              1994.  Responsible for Marketing and Sales
   Marketing                    functions.  Director of Marketing 1990-1994.
        Age 33                  Joined the Company in 1989.

                                      (31)

<PAGE>


Item 10b., d., e., & f. (continued)


b. Name, Age and Position   e. Business Experience During Past
                                  Five Years

   Eleanor M. Kupris           Vice President, Administration, since 1982.
   Secretary and               Corporate Secretary since March 1992.
   Vice President,             Responsible for Purchasing, Personnel and
   Administration              Management Information Systems.
        Age 54


   David A. Quinn               Vice President, Finance, since October 25,
   Vice President,              1993.  Responsible for Treasury, Accounting
   Finance                      and Financial Planning functions.  Previous-
        Age 59                  ly CFO for Bruning Paint Company, 1991-1993;
                                Group Vice President-Finance for The Black
                                & Decker Corporation, 1989-1991 and Emhart
                                Corporation, 1985-1989.


   Dharapuram N. Srinath        Vice President, Quality Assurance, since
   Vice President,              March 16, 1995.  Responsible for Quality
   Quality Assurance            Assurance and Reliability functions.
        Age 44                  Director of Quality Assurance and Product
                                Reliability 1992-1995;  Director of Tech-
                                nology 1990-1992; Chief Engineer 1987-1990.


   Arlene M. Hardy              Corporate Controller since 1990. Responsible
   Corporate Controller         for Accounting functions.  Joined the Company
        Age 48                  in 1986.


                                  (32)


<PAGE>

Item 10b., d., e., & f. (continued)

d. The names, ages and positions of all of the executive officers
of the Company are listed above, along with their business
experience during the past five years. Officers are appointed
annually by the Board of Directors at the annual meeting of
directors, immediately following the annual meeting of sharehold
ers. There are no family relationships among any of the officers
of the Company, nor any arrangements or understanding between any
such officers and another person pursuant to which they were
elected as officers.


Item 11   EXECUTIVE COMPENSATION INCLUDED IN PROXY MATERIALS.

Item 12   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
            INCLUDED IN PROXY MATERIALS.

Item 13   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS INCLUDED IN
            PROXY MATERIALS.


                                  (33)


<PAGE>

                                PART IV

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

    (a)  1  Financial Statements

              Included in Part II of this report:

                 Report of Independent Accountants

                 Consolidated Statements of Income for the three
                 years ended October 28, 1995, October 29, 1994, and
                 October 30, 1993

                 Consolidated Balance Sheets at October 28, 1995, and
                 October 29, 1994

                 Consolidated Statements of Changes in Stockholders'
                 Equity for the three years ended October 28, 1995,
                 October 29, 1994, and October 30, 1993

                 Consolidated Statements of Cash Flows for the three
                 years ended October 28, 1995, October 29, 1994, and
                 October 30, 1993

                 Notes to Consolidated Financial Statements


    (a)  2  Financial Statements Schedules

            Schedules are omitted because of the absence of conditions under
            which they are  required  or because  the  required  information
            is given in the financial statements or notes thereto.


    (a)  3  Exhibits

                  Exhibit 11 -

                  Schedule showing computations of earnings per share
                  for each of three years ended October 28, 1995,
                  October 29, 1994, and October 30, 1993.


    (b)     Reports on Form 8-K

                  None


                                  (34)


<PAGE>


BOWLES FLUIDICS CORPORATION - EXHIBIT 11
CALCULATION OF EARNINGS PER SHARE

A.  PRIMARY EARNINGS PER COMMON SHARE AND COMMON EQUIVALENT SHARES

                                          For the Fiscal Year Ended


                                October 28,     October 29,      October 30,
                                   1995            1994             1993

Calculation of Net Income:

  Net income per books          $ 1,783,875     $ 1,727,020      $ 1,076,040
  Less: Dividends on
          convertible
          preferred stock            74,648          74,646           74,648
     Net income
           as adjusted          $ 1,709,227     $ 1,652,374      $ 1,001,392
                                ===========     ===========      ===========

Calculation of
Outstanding Shares:

    Weighted average of
      common shares
      outstanding                12,593,353      12,581,647       12,544,411

  Add:  Assumed exercise of
         stock options              113,055          91,000              *

    Number of common shares
    outstanding adjusted         12,706,408      12,672,647       12,544,811
                                ===========     ===========      ===========
  Primary earnings
    per common share            $       .13     $       .13      $       .08
                                ===========     ===========      ===========


  * Under the treasury stock method, the assumed exercise of stock
    options would be anti-dilutive; accordingly, such amounts are excluded
    from the computation.

                                  (35)


<PAGE>

BOWLES FLUIDICS CORPORATION - EXHIBIT 11
CALCULATION OF EARNINGS PER SHARE (continued)

B. FULLY DILUTED EARNINGS PER SHARE:

                                          For the Fiscal Year Ended


                                   October 28,     October 29,     October 30,
                                      1995            1994            1993


Net income per books               $ 1,783,875     $ 1,727,020     $ 1,076,040
                                   ===========     ===========     ===========

Weighted average of
  common shares
  outstanding                       12,593,353      12,581,647      12,544,411

Add:  Assumed conversion of
       of preferred stock            3,732,320       3,732,320       3,732,320
      Assumed exercise of
       stock options                   119,332          91,000             *

  Number of common shares
    outstanding adjusted            16,445,005      16,404,967      16,276,731
                                   ===========     ===========     ===========

    Fully diluted earnings
    per common share and
    common stock equivalents       $       .11     $       .11     $       .07
                                   ===========     ===========     ===========


* Same as footnote on prior page.

                                  (36)

<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.

                                    BOWLES FLUIDICS CORPORATION

                                    BY:


                                Chairman of
                               the Board and
                                 Director
William Ewing, Jr.                                                 Date


                               President and
                                Director
Ronald D.Stouffer                                                  Date


                              Vice President
                                Finance
David A. Quinn                                                     Date



                              Corporate Controller
Arlene M. Hardy                                                    Date


                              Vice Chairman
                              of the Board
                              and Director
Julian Lazrus                                                      Date



                              Director
David C. Dressler                                                  Date



                              Director
William Ewing III                                                  Date



                              Director
John E. Searle, Jr.                                                Date

                                      (37)