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

FORM 10 KSB


Annual Report Pursuant To Section 13 Or 15(D)
Of The Securities Exchange Act Of 1934

For the fiscal year ended: December 31, 1996

Commission file number:  0-12227

                   Sutron Corporation
(Exact name of registrant as specified in its charter.)

        	Virginia					  54-1006352
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)	    Identification No.)

21300 Ridgetop Circle, Sterling Virginia           20166
(Address of principal executive offices)       	(Zip Code)

                   (703) 406-2800
(Registrant's telephone number, including area code)

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  	[   ]

Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B contained in this form,
and no disclosure will be contained to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or
any amendments to this Form 10-KSB. [X]

Issuer's revenues for its most recent fiscal year were
$8,689,068.

The aggregate market value of the voting stock held by non-
affiliates as of March 26, 1997 was approximately $2,092,000
based on the average bid and asked prices of such stock.

The number of shares outstanding of the issuer's
Common Stock, $.01 par value, as of March 26, 1997 was 4,225,851.


Documents Incorporated by Reference
Portions of the registrant's definitive proxy statement dated April 11 1997
are incorporated in Part III as set forth herein.

PART I

Item 1.  Business

Business Development

Sutron Corporation, incorporated in 1975, is an environmental
monitoring firm. The Company designs and manufactures
environmental monitoring and control systems for use by
government agencies and industry. The Company's business is to
provide real-time data collection,
telemetry, and technical expertise to monitor, control, manage,
and forecast activities in the areas of hydrology, meteorology
and water management.

Business

The Company offers products and professional services in the
areas of hydrology, meteorology and water mangement.  Sutron's
products consist of sensors, data collection platforms (DCP's)
and remote terminal units (RTU's) with telemetry capability and
system and application software.  Sutron provides services in
the integration and installation of turnkey real-time data
collection systems, the support of Sutron's data management
software and in the maintenance and repair of field site
sensors and data collection platforms. Sutron's customers
include a diversified base of federal, state and foreign
government agencies, universities, the Department of Defense
and hydropower companies.

Products

The Products Division manufactures data collection platforms,
remote terminal units and sensors. Sutron's data collection
platforms and remote terminal units collect and transmit sensor
data to central facilities by radio, telephone, cable, fiber
optics, or microwave. Sutron's sensors support the collection
of hydrological and meteorological data and include a tipping
bucket rain gauge, a barometric pressure sensor, a temperature
sensor, and several water level sensors. The Company's
equipment is compatible with sensors from other companies.
Sutron has long-standing relationships with suppliers for wind
speed and wind direction, water quality, humidity and solar radiation sensors.

Sutron's Products Division maintains a MIL-Q-9858 certification
and is currently working towards an ISO 9000 certification.
The Company's principal products are described below.

8200/8210 Data Logger/Transmitter

The 8200/8210 Data Logger/Transmitter is a simple-to-
operate, low-cost data collection platform which supports a
wide variety of telemetry applications.  The 8200/8210 is
environmentally hardened, capable of operating from -40 C to 60
C, making it ideal for remote locations. As a data recorder,
the 8200/8210 will store over 65,000 readings in battery backed
memory.  The 8200/8210 supports a wide variety of
communications, including radio, satellite, and telephone.  The
Telephone/Voice Synthesis option allows communications over
standard telephone circuits using either a synthesized voice
message or a modem connected to a computer terminal.

8400 Digital Data Logger

The 8400 Digital Data Recorder consists of a shaft encoder
and data logger integrated into a single enclosure that is
compatible with the accessories of older analog water level
recorders which it was designed to replace. The 8400 is a low
cost, low maintenance system that reduces te time required for
site servicing and data processing and makes water level
monitoring networks more efficient.

9000 RTU Family

The 9000 RTU is an expandable multitasking RTU System designed
for remote control data acquisition and control.  The 9000 is
modular by design which affords its users great flexibility in
the use and application of these units.  This family of plug in
modules is available for the collection of sensor data, output
control of process devices, and data communication between
other 9000 RTUs and a central site.  Sutron has certified the
9000 radio transmitter on the GOES, ARGOS, GMS, and METEOSAT
satellites.  The 9000 RTU in various configurations is
currently installed and collecting and transmitting seismic
data around Naples, Italy, meteorological data in Canada,
Switzerland, Australia, Pakistan and New Zealand, and tidal
information around the United States and in Taiwan as well as
controlling a series of pumping stations, near Alamosa,
Colorado and Yuma, Arizona.

8600 Wind Sensor

The 8600 Wind Sensor began under an Air Force contract awarded
to Sutron in 1985 to develop a replacement for the AN-GMQ-20,
an aging wind sensing system used by the U.S. Air Force.  The
8600 combined thick film sputtering and microprocessor
technology to create a state-of-the-art wind sensor named the
AN-FMQ-13.  Initial efforts to purchase components off the
shelf to meet the Air Force specifications proved unsuccessful.
During 1988 and 1989 Sutron redesigned the 8600 sensor head in
an effort to improve the accuracy and to improve the de-icing
capabilities.  Acceptance testing by the Air Force began again
in April 1989, and "First Article" approval was granted in
November 1989.  Items manufactured under this contract have
included 8600 wind sensors and ancillary displays and recording
equipment, ground support equipment and spares.  The Company
received contracts for spares and for repairs of older units in
1996 with final delivery and acceptance of these items
anticipated in 1997.

Services

The company provides system integration services which include
the sale of Sutron's real-time database software (HYDRIS/PC
Base), the design and developement of customer-specific
hardware configurations and software applications, and long-
term software support for (HYDRIS/PC Base) users.  This
capability allows the Company to provide turnkey hydrological
and meteorological systems to a variety of users.

Distribution Methods of Products and Services

The Company's products and services are currently sold in the
United States by the Company's direct sales force.  As of
December 31, 1996, the Company employed eight salaried sales and
marketing personnel, including four engaged directly in field
sales activities, and four in various other marketing and sales
support functions.  Internationally, the Company utilizes
sales agents to market its products and services.

Customers

During 1996, approximately 55% of the Company's products and
services were sold to the Federal Government.  Revenues in 1996
among the various agencies were as follows: U.S. Army Corps of Engineers, 8%;
Department of Defense, 6%; Department of the Interior, 38%; and
various other agencies of the federal government, 3%.  The
revenues from the Corps of Engineers were spread among some ten
(10) separate Districts, and the revenues from the Department
of the Interior among two (2) Regions.  As all of these
districts and agencies act independently, the loss of any
single district or agency as a customer would not have a
material adverse effect on the Company's business. See Note 11
to the Financial Statments under Part II, Item 7 hereof for
this information.

The Company also performed on various contracts of foreign
origin.  Total revenues from foreign customers amounted to
approximately 35% of total revenues in 1996, 14% of total
revenues in 1995, and approximately 22% in 1994.  Sutron
actively markets its products and services internationally.

Contracts for products or services with federal, state and
local government agencies typically allow for termination at
the convenience of the government and for audit and annual
negotiation of overhead rates.  Upon termination, the Company
would be entitled to reimbursement for allowable costs incurred
and to a proportionate share of profits or fees earned to the
date of termination.  Such contracts are also typically
dependent upon compliance by the contractor with applicable
civil rights, equal employment opportunity, and contract
procurement requirements.  The Company at this time has no
reason to believe that any material changes will occur in the
foreseeable future with respect to federal, state, or local
government programs or services with respect to which the
Company has been granted its contracts or provides its
services.  However, due to changes in administration, national
goals and budgetary restrictions, funding of such programs or
services could be altered or abolished.  If a substantial cut-
back in the level of funding by the applicable government
agency were to occur, it would have a material adverse effect
on the Company.  Further, while certain of the Company's
contracts are dependent upon its continued certification by the
Small Business Administration as a "Small Business" (the
principal elements for certification being an employer
principally engaged in specified activities with less than 500
employees), the Company does not believe it would be materially
affected by the loss of such certification(s) which usually
differ for each industry.

Although the Company's military contracts are subject to audit
by the Defense Contract Audit Agency, prior audits have not
resulted in material adjustments and the Company does not
anticipate that any additional such audits would result in
material adjustments.

Competition

The Company is aware of both domestic and foreign competitors
offering complete real-time networks of their own, and
companies which fabricate real-time networks from components
manufactured by themselves and others. The Company is also
aware of numerous additional firms, ranging in size from large
to small, from general to highly specialized, and from new to
well established, offering competitive sensors and other
instruments, DCPs, telemetry equipment, satellite and other
electronic equipment, and software.

Several of these companies have financial, research and
development, marketing, management and technical resources
substantially greater than those of the Company.  The Company
may also be at a competitive disadvantage because it purchases
certain sensors and other equipment components, as well as
computer hardware and peripheral equipment, from manufacturers
who are or may become competitors with respect to one or more
of the Company's products.

The Company, with respect to its professional engineering and
technical services, is in competition with numerous diverse
engineering and consulting firms, many of which have larger
staffs and facilities, and are better known, have greater
financial resources, and have more experience than the Company.
As to its maintenance services, the Company is aware that many
of the firms offering competitive products, as well as several
independent service organizations, offer maintenance services;
some of these companies have larger staffs, are better
equipped, and have greater financial, marketing and management
resources than the Company.

Price, performance and integration capabilities are believed by
the Company to be the primary competitive factors with respect
to all of its products and services.

Research and Development

During the three years ended December 31, 1996, 1995, and 1994,
Sutron's internally funded research and development costs were
$547,617, $505,953, and $434,300 respectively.  PC Base II, our data
management software, received its final release in 1996 and enhancements
were made to several existing products.

Patents, Trademarks, Copyrights and Agreements

Although the Company does not deem patent protection to be of
significant importance to its industry, it has and may in the
future seek patents for certain of its products, real-time
networks, and technology as well as Company software products,
real-time networks, and technology.  Company software products
and innovations may not be patentable but may be subject to
automatic but limited copyright protection.  The Company has
 treated its products, real-time networks, technology and
software as proprietary and relies on trade secret laws and
internal non-disclosure safeguards rather than making their
designs and processes generally available to the public by
applying for patents.  Further, the Company believes that,
because of the rapid pace of technological change in the
computer, electronics and telecommunications industries, patent
and copyright protection is of less significance than factors
such as the knowledge and experience of Company personnel and
their ability to design and develop enhanced and new products,
real-time networks and their components.

Under the Company's federal contracts, the federal government
obtained, among other rights, the right to move any and all
equipment from place to place and to reproduce purchased
equipment.  However, since the Company has not disclosed its
electrical schematics for its equipment or source codes for its
computer software for use in connection with such equipment,
the Company believes that it would not be economical for the
government to exercise its reproduction rights.

Raw Materials

The raw materials used by the Company, such as electronic
components and fabricated parts, are generally available from a
wide variety of sources at competitive prices. The Company does
not anticipate that its present or proposed business activities
would be substantially adversely affected by the scarcity of
any raw materials.

Backlog

The Company's backlog at December 31, 1996 was $3,733,465 as
compared with $1,390,682 at December 31, 1995 and $830,000 at
December 31, 1994.  The Company anticipates that 98% of its
1996 year-end backlog will be shipped in 1997.

Employees

The Company had a total of 54 employees as of December 31,
1996 of which 53 were full time.

Item 2.  Properties

On July 30, 1992, the Company entered into a five and one-half
year lease, for approximately 17,000 square feet of
manufacturing and office space in Sterling, Virginia.  The
lease commenced on October 23, 1992.  This facility allowed the
Company to consolidate it's manufacturing, systems integration,
research and development, and sales and administration
departments into one building.

In October, 1986, the Company purchased a 4.2-acre building
site in Sterling, Virginia and commissioned an architectural
firm to design a new facility.  This site is located in the
technology park where the Company currently leases space.  In
an effort to reduce the debt of the Company and the associated
interest expenses, the Company is seeking a purchaser for the
land, site plans, and architectural plans. See Note 6 to the
Financial Statements under Part II, Item 7 hereof for this
information.

The Company believes that its facility is adequate for its
present needs and that its properties are in good condition,
well maintained and adequately insured.

Item 3.  Legal Proceedings

The Company is not a party to any pending legal proceeding nor
is its property the subject of a pending legal proceeding.

Item 4.  Submission of Matters To A Vote of Security Holders

No matter was submitted during the fourth quarter of 1996 to a
vote of the Company's security holders, either through the
solicitation of proxies or otherwise.

PART II

Item 5.  Market for Common Equity and Related Stockholder
Matters

(a)  Market Information

The common stock of Sutron Corporation is quoted over the
counter through the NASD Bulletin Board supplied by the
National Association of Securities Dealers, Inc. under the
symbol STRN, and through the Pink Sheet Service of the National
Quotation Bureau, Inc.  The following table shows the high and
low bid quotations in 1996 and 1995 by quarter as reported by
the National Quotation Bureau, Inc. and the National
Association of Securities Dealers, Inc.  These quotations
represent prices between dealers in securities, do not include
retail mark-ups, mark-downs, or commissions and do not
necessarily represent actual transactions.

<TABLE>
MARKET INFORMATION
<CAPTION>

			      1996			1995
Quarter		     	HIGH	LOW		HIGH		LOW
<S>       	 		<C> 	<C>	 	<C>	 	<C>
First Quarter 		3/8 	5/16	 	5/8	 	1/4
Second Quarter		11/16	5/16	 	9/16		1/4
Third Quarter	 	1 13/16	5/8	 	9/16		1/8
Fourth Quarter		1 7/16	1 1/8		5/16 		1/16

</TABLE>

 (b)  Approximate Number of Equity Shareholders:
Title of Class: Common Stock, $.01 par value
Approximate Number of Record Holders At March 26, 1997: 348

 (c)  Dividends:
The Company has never paid a dividend on its common stock and the Board of
Directors intends for the foreseeable future to retain all earnings for use
in the Company's business.

Item 6.  Management's Discussion and Analysis of Financial
Condition and Results of Operations

<TABLE>
The following table sets forth for the periods indicated the
percentage of net sales represented by each line item in the
Company's Statement of Operations:

<CAPTION>

				        	           	Fiscal Year
				                  	1996		1995		1994
<S>		    			            <C>	 	<C>  		<C>
Revenues				      	100.0%		100.0%		100.0%
Cost of sales	      	  		 	60.0 		63.7	 	62.8
Gross profit		      		  	  40.0	 	36.3	 	37.2
Selling, general and administrative expenses	   21.3	 	23.5 	 	23.4
Research and development expenses	                6.3	  	9.1  		8.3
Income from operations				   12.4		   3.7 		5.5
Other expense	 				     ---		     --		  --
Interest expense				       	 1.9	  	3.3	  	3.8
Income before income taxes		                 10.5	  	.4  		1.7
Provision for income taxes			1.6
Net income             				  8.9%  		.4%	 	1.7%
</TABLE>

Fiscal 1996 Compared to Fiscal 1995

Revenues.  The Company's revenues for 1996 increased 57% to
$8,689,068 from revenues of $5,532,612 in 1995.  The increase
was primarily the result of sales of two products released in late 1995,
the digital data recorder (DDR) and the 8210 Data Recorder/Transmitter,
and increased international systems sales. Revenues from international
contracts and projects increased to $3,014,000 in 1996 from $757,000 in
1995, an increase of $2,257,000.   Sales to agencies of the federal government
 and other domestic customers improved to $5,160,000 in 1996 from
$4,321,000, an increase of $839,000.  Revenues from contracts
with the Air Force for FMQ-13 wind sensors, spares and repairs
decreased to $515,000 in 1996 from $455,000 in 1995, an increase
of $50,000. The Company's largest customer in each
of 1996 and 1995 was the Department of the Interior, which
accounted for 39% and 56% of revenues, respectively.

Gross Profit.  Gross profit for 1996 increased 73% to $3,473,050
from $2,011,010 in 1995.  Gross margin as a percentage of
revenues for 1996 increased to 40.0% as compared to 36.3% in
1995.  The increase in the Company's gross margin as a
percentage of sales was attributed to the increase in sales volume.

Selling, General and Administrative.  Selling, general and
administrative expenses increased 43% to $1,850,899 in 1996 from
$1,298,411 in 1995.  Selling, general and administrative
expenses as a percentage of revenues decreased to 21.3% in 1996
from 23.5% in 1995 due to the increase in sales volume.
The increase of $552,488 in 1996 over 1995
was primarily due to increased international commissions,
the addition of a new international sales manager in June 1996, and
 increased sales and marketing activities.  The Company has been proactively
engaged in expanding its sales and marketing activities in an effort
to increase its customer base and to improve its market share.

Research and Development.  Research and development expenses
increased 8% to $547,617 in 1996 from $505,956 in 1995.
Research and development expenses as a percentage of revenues
decreased to 6.3% in 1996 from 9.1% in 1995.  The increase of
$41,661 in 1996 over 1995 was primarily due to increased
product development activities. The Company continues to focus
 on expanding its product line of data recorders/transmitters, sensors
 and data management software and reducing product development cycles.

Net Interest Expense.  Interest expenses for 1996 decreased to
$162,848 from $185,639 in 1995.  This decrease is attributed to
reduced borrowings.

Fiscal 1995 Compared to Fiscal 1994

Revenues.  The Company's revenues for 1995 increased 6% to
$5,532,612 from revenues of $5,217,951 in 1994.  The increase was
primarily the result of increased sales of data collection platforms,
sensors and services to agencies of the Federal government.  Sales to
agencies of the federal government and other domestic customers
improved to $4,321,000 in 1995 from $3,597,000, an increase of
$724,000.  Revenues from contracts with the Air Force for FMQ-13
wind sensors, spares and repairs decreased to $455,000 in 1995 from
$463,000 in 1994, a decrease of $8,000.  Revenues from international
contracts and projects declined to $757,000 in 1995 from $1,158,000
in 1994, a decrease of $401,000.  The Company's largest customer in
each of 1995 and 1994 was the Department of the Interior, which
accounted for 56% and 35% of revenues, respectively.

Gross Profit.  Gross profit for 1995 increased 4% to $2,011,010 from
$1,939,137 in 1994.  Gross margin as a percentage of revenues for
1995 decreased to 36.3% as compared to 37.2% in 1994.  The decrease
in the Company's gross margin as a percentage of sales was attributed
to an increase in direct material costs primarily associated with data
collection platforms, higher contract costs than anticipated and
competitive pricing pressure.  Although there can be no assurance that
Sutron can improve its current gross margin, management negotiated
a new General Services Administration contract, effective December 1,
1995, resulting in price increases on many products.  There had been
no previous price increases on the contract since June 1992.  Revenues
from the General Services Administration contract represented
approximately 59% and 43% of revenues in 1995 and 1994,
respectively.

Selling, General and Administrative.  Selling, general and
administrative expenses increased 9% to $1,298,411 in 1995 from
$1,221,041 in 1994.  Selling, general and administrative expenses as a
percentage of revenues increased to 23.5% in 1995 from 23.4% in
1994.  The increase of $77,370 in 1995 over 1994 was primarily due
to increased selling costs as a result of adding a new direct salesperson
and the development and printing of a new product catalog.  The new
salesperson is responsible for an eleven state territory in the Pacific
northwest and allows for expanded coverage of customers in that
region.  The new product catalog covers the years 1995 to 1996 and
provides the Company with a significant sales and marketing tool not
previously available.  The Company has been proactively engaged in
expanding its sales and marketing activities in an effort to increase its
customer base and to improve its market share.

Research and Development.  Research and development expenses
increased 17% to $505,956 in 1995 from $434,300 in 1994.  Research
and development expenses as a percentage of revenues increased to
9.1% in 1995 from 8.3% in 1994.  The increase of $71,656 in 1995
over 1994 was primarily due to a new development engineer being
employed for a full year in 1995 as compared with eight months in
1994 and reduced assistance by development engineeers on contract
work.  The increase in expenditures was associated with projects to
modify and enhance existing products and to meet new product
development schedules.  The Company continues to focus on
expanding its product line of data recorders/transmitters, sensors and
data management software and reducing product development cycles.

Net Interest Expense.  Interest expenses for 1995 decreased to
$185,639 from $195,677 in 1994.  This decrease is attributed to a
reduced interest rate on bank borrowings from prime plus three
percent to prime plus two percent and reduced borrowings.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 1996, the Company had working capital of
$1,291,361 compared to working capital of $784,071 at January 1,
1996.  Cash and cash equivalents at December 31, 1996 were $78,970
compared to $49,889 at January 1, 1996.  In 1996, the Company's
major uses of cash were for purchases of inventory and payments on
bank notes payable.

The Company signed a loan and security agreement dated December
11, 1992, with its bank which extended a line of credit and a term note
with a principal balance of $2,121,222.  Remaining principal
payments on the term note amount to $25,000 per month for 18
months and 1 final payment on July 15, 1998 for the remaining unpaid
balance.  Interest on the unpaid balance is payable monthly at prime
plus two percent  The current portion of the term note at December 31,
1996 was $300,000 and the long term portion was $166,222.

Borrowings on the Company's revolving credit facility, which has a
maximum limit of $1,000,000, are subject to a defined borrowing base
composed primarily of certain accounts receivables and unbilled
receivables.  Borrowings outstanding against the revolving credit
facility as of December 31, 1996 were $905,000.  The revolving credit
facility expires on April 30, 1997.  The Company believes the credit
facility will be extended on the renewal date.

The term note and the credit facility bear interest at prime plus two
percent.  The credit facility and the term note are secured by accounts
receivable, inventory, and equipment.  The agreements contain
restrictive covenants pertaining to the maintenance of tangible net
worth and operating cash flows and limiting capital expenditures,
acquisitions by the Company of its own stock and other matters.  The
agreements also restrict the payment of dividends.

Management believes that its working capital, cash flows from
operations, and credit facilities will provide adequate resources to
finance the current needs of the Company's operations and to satisfy its
anticipated cash requirement for more than twelve months.  In
addition, Sutron will continue to consider and review other financing
arrangements which could be used to reduce the outstanding balance
of both current and long term debt.

INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders
Sutron Corporation
Sterling, Virginia


	We have audited the accompanying balance sheets of Sutron
Corporation as of December 31, 1996 and 1995, and the related
statements of operations, stockholders' equity (deficit), and cash flows
for each of the three years ended December 31, 1996, 1995 and 1994.
These financial statements are the responsibility of the Corporation'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 audits 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 Sutron Corporation
as of December 31, 1996 and 1995, and the results of its operations and its
cash flows for each of the three years ended December 31, 1996, 1995 and 1994
in conformity with generally accepted accounting principles.


Thompson, Greenspon & Co.


Fairfax, Virginia
February 28, 1997




<PAGE>
<TABLE>
                       PART I. - FINANCIAL INFORMATION
                                  SUTRON CORPORATION
                                    BALANCE SHEETS
<CAPTION>
                                                                                 (Unaudited)
                              		December 31,	December 31,
                                		   1996		  1995
                                  		___________     ___________
<S>                              		 <C>     		<C>
Assets
Current Assets:
 Cash                           		 $    78,970	$  49,889
 Accounts receivables     	  	  1,195,281	1,498,737
 Unbilled Contract receivables	       15,096	   36,130
 Cost and estimated earnings
  in excess of billings		     628,344	  366,230
 Inventory			     2,135,231	952,371
 Prepaid and other		        46,482	   57,141
                                    		 _________	_________
Total Current Asset		    4,099,404	2,960,498

 Property, Plant, and Equipment,
  Furniture and Fixtures        	  1,201,030	1,382,161
  Automative equipment		       44,974	     44,974
  Leasehold improvements		      9,264	    9,264
                            		________	_________
                           			  1,255,268  	1,436,399
  Accumulated deprectiation     	(1,072,273)	(1,221,504)
                             		_________ 	_________
Net property, plant and
equipment                      	  	   182,995	    214,895

Investment			     493,118	     493,118
Other Assets			       50,940	       63,134
Total Other Assests		     544,058	     556,252
				_________ 	_________
TOTAL ASSETS                	$ 4,826,457	$  3,731,645

</TABLE>
<TABLE>

<CAPTION>


                                         LIABILITIES AND STOCKHOLDERS' EQUITY

<S>                                 		<C>		<C>
Current Liabilities:
 Accounts payable		$  895,524	   $  589,010
Accrued payroll	 		      60,224	       35,187
 Accrued expenses		    396,841	      218,563
Contract billings on contracts in
progress in excess of costs and
estimated earnings		    162,702	      192,273
 Estimated losses on
  uncompleted contracts   		      1,095	        10,893
 Current maturities:
   Line of credit		        	    905,000	      735,000
   Installment notes payable	       6,657	          5,501
   Term notes payable		    300,000	       300,000
   Shareholder loans payable	      80,000	         90,000
				___________	  ___________
Total Current Liabilities		 2,808,043	    2,176,427

Long-term liabilities:
  Installment notes payable	          16,411	          22,972
 Term notes payable		        166,222	         466,222
Total Long-term Liabilities	        182,633	         489,194
Total liabilities			     2,990,676	       2,665,621


Stockholders' Equity:
 Common stock, $.01 par value,
12,000,000 shares authorized;
4,225,851 shares issued and
outstanding in 1996 and 1995	          43,540	       43,540
 Additional paid in capital 	     2,281,585	    2,281,585
				     2,325,125	    2,325,125
 Accumulated Deficit             	       (489,344)	   (1,259,101)
                           			_____________	___________
Total Stockholders' Equity	     	 1,835,781	    1,066,024

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY	   $ 4,826,457	  $ 3,731,645
<FN>
See Accompanying Notes to Financial Statements
</TABLE>

<PAGE>
<TABLE>
                                SUTRON CORPORTION
                             STATEMENTS OF OPERATIONS
<CAPTION>
                             		Year Ended December 31,
				1996		1995		1994
<S>				<C>		<C>		<C>
Revenue				$8,689,068	$5,532,612	$ 5,217,951
Cost of Goods Sold		 5,216,018	3,521,602	3,278,814
Gross Profit 			 3,473,050	2,011,010	1,939,137
Research and Development
 Expenses			   547,617	505,956		434,300
Selling, General, and
Administrative
Expenses 			1,850,899	1,298,411	1,221,041

Operating Income		1,074,534	206,643		283,796
Financial Expense, net,
including interest expense
of $165,181 in 1996,
$188,250 in 1995, and
$197,717 in 1994			  162,848	185,639		195,677
Income before
  Income Taxes 			  911,686	  21,004		   88,119
Income Tax			  141,929	     -		     1,000
Net Income 			$769,757	$21,004		$  87,119
Net Income per
 Common Share			$       .18	$   .005		$        .02
Weighted Average Number
 of Common Shares		4,309,465	4,018,375	3,927,676

<FN>
See Accompanying Notes to Financial Statements
</TABLE>


<PAGE>
<TABLE>
						SUTRON CORPORATION
					STATEMENTS OF STOCKHOLDERS' EQUITY
				YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
<CAPTION>

			COMMON			PAID-INACCUMULATED
			SHARES	AMOUNT	CAPITAL	DEFICIT
<S>			<C>		<C>		<C>		<C>
Balances,
December 31, 1993	3,922,051	$40,502		$2,246,648	$(1,367,224)
Exercise of Stock
 Options			    35,000	        350	          4,025	                --
Net Income for 1994	             -	              -	                  -	         87,119
Balances,
 December 31, 1994	 3,957,051	      40,852	     2,250,673	    (1,280,105)
Exercise of Stock
 Options			    268,800	       2,688	          30,912	                  --
Net Income for 1995	               -	                  -	                    -	           21,004
Balances,
 December 31, 1995	   4,225,851	      43,540	      2,281,585	      (1,259,101)
Net Income for 1996	                  -	                      -	         769,757	          769,757
Balances,
Totals			   4,225,851	$     43,540	     $2,281,585	$       (489,344)
 <FN> See Accompanying Notes to Financial Statements
 </TABLE>
  <PAGE>



 <TABLE>
                                    SUTRON CORPORTION
                             STATEMENTS OF CASH FLOWS <CAPTION>                                         Year Ended December 31,
<CAPTION>
						1996 	 	1995	    	1994
<S>                             				<C>   		<C> 	 	<C>
Cash Flows from Operating Activities
 Net income					$769,757	$21,004		$87,119
 Noncash items included in net income
 Depreciation and   amortization			109,596		102,369		  82,813
 Gain (loss) on sale of
  equipment, net					   6,411		  (4,478)		        42
 (Increase) Decrease in
  Accounts receivables				324,490		(251,579) 	 445,291
Costs and estimated earnings
 in excess of contract billings
 on contracts in progress 				(262,114)	   91,602	   72,115
 Inventory					(1,182,860)	   96,089	  144,357
 Prepaid items and other				  10,659		 (31,405)	   (11,068)
 Other assets					         --		          --	 	      (475)
 Increase (Decrease) in
 Accounts payable				306,514		  28,350		   (154,450)
 Accrued expenses				203,315		   7,763		    (85,766)
 Contract billings on  contracts in progress
 in excess of costs and  estimated earnings		(29,571)		192,273		             --
 Estimated losses on
 uncompleted contracts				  (9,798)		    3,928		     (47,768)
 Net Cash Provided by
 Operating Activities				246,399		255,916		     532,210
 Cash Flows from Investing  Activities
 Purchase of property and
 equipment					(71,913)		(10,157)		     (66,105)
 Capitalized software  costs			         --		(13,270)-	     (47,700)
 Net Cash used by  Investing Activities		(71,913)		(23,427)		    (113,805)
 Cash Flows from Financing  Activities
 Proceeds from issuance of  common stock		         --		  33,600		        4,375
 Proceeds from sale of
 property and  equipment				          --	 	         --	 	        2,701
 Proceeds from line of
 credit, net					 170,000	   81,000		               --
 Payments on line of
 credit, net					          --	           --		     (321,000)
 Payments on term notes payable			(300,000)	(375,000)	     (300,000)
 Advance on term notes  payable			          --	           -- 		      100,000
 Payments on installment  notes payable		    (5,405) 	    (2,716)_	              --
 Payments on stockholder  loans payable		   (10,000)	   (10,000)	              --
 Proceeds from stockholder  loans payable		            --	            --	      100,000
 Net Cash Used by
 Financing Activities				  (145,405)	  (273,116)	     (413,924)
 Net Increase (Decrease)
 in Cash and Cash
Equivalents					      29,801	     (40,627)	          4,481
Cash and Cash Equivalents,
 beginning of year				      49,889	       90,516	        86,035
Cash and Cash Equivalents,
 end of year					    $78,970	      $79,889	       $90,516
Schedule of Noncash
 Investing and Financing
 Activities
Purchase of equipment
 through issuance of
 installment ntoes payable				$            --	$       31,189	$               --
<FN>
See Accompanying Notes to Financial Statements
</TABLE>

<PAGE>

SUTRON CORPORATION

NOTES TO FINANCIAL STATEMENTS

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business:  Sutron Corporation ("the Company") was incorporated
on December 30, 1975 under the General Laws of the Commonwealth
of Virginia.  The Company designs and manufactures
environmental monitoring and control systems for use by
government agencies and industry. The Company's products
include sensors, data collection platforms and remote terminal
units with telemetry capability and system and application
software.  Sutron's customers include a diversified base of
federal, state and foreign government agencies, universities,
the Department of Defense and hydropower companies.

Revenue Recognition:  The Company utilizes the accrual method
of accounting for both financial statement and tax return
reporting purposes.  Thus, revenue from manufacturing is
recognized when it is earned, and expenses are recognized when
incurred.  Selling, general, and administrative expenses are
charged against periodic income.  Revenue from cost-plus-fee
contracts is recognized to the extent of costs incurred, plus a
proportionate amount of fees earned.  Revenue from fixed-price
contracts is recognized on the percentage-of-completion method
based on costs incurred in relation to total estimated costs.
Revenue from time-and-materials contracts is recognized to the
extent of billable rates, times hours delivered, plus materials
costs incurred.  Contract costs include allocated indirect
costs and general and administrative expenses.  Anticipated
losses are recognized as soon as they become known.

Cash and Cash Equivalents:  For purposes of the statements of
cash flows, cash equivalents include time deposits, and all highly liquid
debt instruments with original maturities of three months or less.

Interest paid amounted to $160,637 in 1996, $180,523 in 1995, and $193,186
 in 1994.  Income taxes paid amounted to $162,350 in 1996, $-0- in 1995, and
 $1,000 in 1994.

Accounts Receivables:  The Company has had no material bad
debts.  Because management considers all accounts to be fully
collectible, no provision has been made for accounts that may
not be collected in future periods.  Amounts earned on
completed contracts and receivables that have not yet been
billed, are recorded as unbilled receivables.

Property, Plant, and Equipment:  Equipment is recorded at cost
and depreciated over estimated useful lives ranging from 3 to 7
years using the straight-line method for financial statement
purposes and the straight-line and accelerated methods for
income tax purposes.  Expenditures for maintenance, repairs,
and improvements which do not materially extend the useful
lives of the assets are charged to earnings. When items of
property, plant, and equipment are disposed of, the cost of the
asset and the related accumulated depreciation are removed from
the accounts. Any gain or loss resulting from the removal from
service is taken into the current period earnings.

Investment:  Land held for sale is recorded at lower of cost or
net realizable value, based on  management's estimate.

Income Taxes:  The Company utilizes an asset and liability
approach to accounting for income taxes.  The objective is to
recognize the amount of income taxes payable or refundable in
the current year based on the Company's income tax return and
the deferred tax liabilities and assests for the expected
future tax consequences of events that have been recognized in
the Company's financial statements or tax returns.

The asset and liability method accounts for deferred income
taxes by applying enacted statutory rates to temporary
differences, the difference between financial statement amounts
and tax bases of assets and liabilities.  The resulting
deferred tax liabilities or assets are classified as current or
noncurrent based on the classification of the related asset or
liability.  Deferred income tax liabilities or assets are
adjusted to reflect changes in tax laws or rates in the year of
enactment.

Earnings Per Share:  Earnings per average common share is computed
using the weighted average number of common and common
equivalent shares outstanding during the periods.  Common equivalent
shares result from the assumed exercise of outstanding stock options
that have a dilutive effect when applying the treasury stock method.
The number of shares used in the computation of income per common
share was 4,356,419 in 1996,  4,018,375 in 1995 and 3,927,676 in
1994.

Financial Instruments:  The estimated fair value of cash and cash
equivalents, accounts receivable, accounts payable and accrued
expenses and short term notes receivable and payable approximate
their carrying amounts in the financial statements.  Based on the
borrowing rates currently available to the company for debt with
similar maturity dates and collateral, the estimated fair value of long-
term debt is $172,000 at December 31, 1996.

Use of Estimates:  The preparation of financial statements in
conformity with generally accepted accounting principles
requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue
and expenses during the reporting period.  Actual results could
vary from the estimates that were used.

(2)  CONTRACTS IN PROGRESS
Information with respect to contracts in progress at December
31, is as follows:

					1996		1995
Direct and indirect
costs, including overhead			$2,162,549	$10,476,091
Estimated losses, net			       (1,095)	       (10,893)
Total					$2,161,454	$10,465,198

Billings					$1,534,215	$10,109,861
Costs and estimated
earnings in excess of
billings					      628,334	366,230
Estimated losses on
 contracts in process			        (1,095)	(10,893)
Total					$2,161,454	$10,465,198

(3)  INVENTORY
Inventory is stated at the lower of cost or market.  Electronic
components costs are based on the weighted average method.
Work in process and finished goods costs consist of materials,
labor and overhead and are recorded at a standard cost.
Inventory consists of the following at December 31:

				1996		1995
Electronic components		$702,216	$408,035
Work in process			1,232,440	426,996
Finished goods			200,575		117,340
				$2,135,231	$952,371

 (4)  ACCUMULATED DEPRECIATION AND AMORTIZATION
Accumulated depreciation and amortization at December 31, is as
follows:

				1996		1995
Furniture and equipment		$1,041,005	$1,199,007
Automotive equipment		     24,743	17,817
Leasehold improvements		     6,525	4,678
				$1,072,273	$1,221,504

(5)  INVESTMENT
Land, including related improvements and architectural fees,
which was originally acquired as a future plant site, is now
being held for sale. The total amount presented as investment
consists of land and building design fees of $1,300,311 net of
a valuation allowance of $807,192 in 1996 and 1995.

(6)  LINE OF CREDIT
The Company signed a loan and security agreement dated December
11, 1992, with its bank which extends the Company a revolving
line of credit.  The maximum amount of borrowing under the line
is not to exceed the lesser of $1,000,000 or the Company's
borrowing base as determined by the bank.  Interest on the
unpaid balance is payable monthly at prime plus two percent.
The maturity date of the line is April 30, 1997, and the
outstanding balance at December 31, 1996 amounted to $905,000
and $735,000 in 1995.

(7)  TERM NOTE PAYABLE
Under the above referenced loan and security agreement, the Company
was also extended a term note payable with a principal amount of
$2,121,222.  The remaining principal payments under the agreement,
amount to $25,000 per month for 18 months and 1 final payment on
July 15, 1998 for the remaining unpaid balance.  Interest on the
unpaid balance is payable monthly at prime plus two percent.
Additional principal payments may be due under the agreement if the
Company reaches specified cash flow levels described by the bank.

The above referenced line of credit and term note payable are
secured by substantially all assets of the Company.
Additionally, the loan agreement contains certain restrictive
financial covenants.  As of December 31, 1995, the Company was
in violation of certain equity covenants.  The bank has waived
compliance.  Principal maturities for all indebtedness
described in Notes 6 and 7 are as follows at December 31:

Year ending December 31:			1996		1995
1996						$      --		$1,035,000
1997						1,211,657	300,000
1998						   173,769	166,222
1999						      5,075
2000						       3,789
						$1,394,290	$1,501,222

(8)  STOCKHOLDER LOANS PAYABLE
At December 31, 1996 the Company had promissory notes totaling
$80,000 payable on demand to two officers of the Company.
The promissory notes are expected to be repaid in 1997 with
interest at 10.75 percent.

(9)  LEASE OBLIGATIONS
The Company entered into a lease on October 23, 1992 for its
headquarters and production facilities.  The 5.5-year operating
lease calls for monthly rent of $12,021, including $3,090
estimated as the Company's pro rata share of operating
expenses, and annual rent increases of 3%.  Rent expense
amounted to $144,258 for 1996, $151,125 for 1995, and $134,000
for 1994. The following is a schedule, by years, of future
payments due:

Year ending December 31:		1996		1995
1996							135,517
1997					147,473		138,756
1998					 36,063		35,310
					$183,536	$327,041

(10)  INCOME TAXES
The provision for income taxes charged to continuing operations
for the years ended December 31, was as follows:

					1996	     1995		1994
Current income taxes			$141,929	$0	$1,000
Deferred tax expense			       0 	           0		    0
Total tax expense		  		$141,929	  $0		$1,000


Deferred tax assets, net of tax effect, are comprised of the
following at December 31:

							1996			1995
Net operating loss carry forward				         $ - 		$ 123,000
Investment						  307,000		307,000
Estimated losses on contracts					 - 		4,000
Accrued vacation						   29,000		29,000
Gross deferred tax assets					  336,000		463,000
Depreciation						  (23,000)		(25,000)
Gross deferred tax liability				 313,000		(25,000)
Deferred tax asset valuation allowance			 (313,000)		(438,000)
Net deferred tax asset					          $ -		$ -

A reconciliation between the amount of reported income tax
expense and the amount computed by multiplying the applicable
statutory Federal income tax rate is as follows:

						1996		1995		1994
Income before income taxes			$911,686	$21,005		$87,119
Applicable statutory income tax rate		34%		34%		34%
Computed "expected" Federal tax expenses		310,000		7,000		30,000
Adjustments to Federal incometax resulting from:
  State income tax				18,000		1,000		6,000
  Tax Credits					(61,071)		       -  		       -
Change in valuation allowance			(125,000)	(8,000)		(35,000)
Provision for Income Taxes			$141,929	$  -  		$  1,000

(11)  MAJOR CUSTOMERS
Set forth below are customers, including agencies of the U. S.
Government, from which the Company received more than 10
percent of total revenue, for the years ended December 31:

							1996	1995	1994
  Domestic:
    Department of Defense					6%	9%	10%
    Department of Interior					39%	56%	35%
    Army Corp. of Engineer's				7%	9%	15%
  International						35%	14%	22%

(12)  STOCK BONUS AND STOCK OPTION PLANS
Stock Bonus Plan:  A Company stock bonus plan rewards Company
employees rendering extraordinary services to the Company.
These shares are subject to restrictions upon transfer for
periods of time varying from a few months for grants of 25 or
fewer shares to four to ten years for larger grants.  The
Company has a thirty-day option to purchase the restricted shares on the
employee's termination at a price equal to 50 percent of the market
value on the termination date.

Stock Options: The Company has granted stock options under a stock
option agreement and the 1996 Stock Option Plan to key employees
and directors for valuable services to the Company.  Under the 1996
Plan a maximum of 260,000 shares may be granted at not less than
100 percent of the fair market value at the grant date.  All options
have a ten year term from the date of grant.  The following
summarizes the option activity under the stock option agreement and
the 1996 Stock Option Plan for the last three years.

							Number of Shares	Option 												Price
										Per Share
Outstanding, December 31, 1993					443,500		$.125 - .53
Grants
Exercised							(35,000)		.125
Canceled or expired
Outstanding, December 31, 1994					408,500		.125 - .53
Grants
Exercised							(268,800)	.125
Canceled or expired						(22,200)		.125
Outstanding, December 31, 1995					117,500		.53
Grants								259,000		1.125
Exercised
Canceled or expired
Outstanding, December 31, 1996					376,500		$.53 - 1.125

The vesting period of the remaining options is as follows:

Vested and exercisable	94,000
December 6, 1997	23,500
November 1, 1997	51,800
November 1, 1998	51,800
November 1, 1999	51,800
November 1, 2000	51,800
November 1, 2001	51,800
			376,500

In February, 1997, the Board of Directors granted options for an
additional 275,000 shares to key employees and officers under a 1997
stock option plan.  The shares have an option price of $1.31, a five
year vesting period, and a ten year term.

Stock Compensation

In 1996, the Company adopted the disclosure-only provisions of
Statement of Financial Accounting Standards No. 123, Accounting for
Stock-Based Compensation  and will continue to apply Accounting
Principles Board No. 25 and related interpretations in accounting for
its plans.  SFAS 123 establishes standards of financial accounting and
reporting for stock-based employee compensation plans including
stock option plans, stock purchase plans and other arrangements by
which employees receive shares of stock or other equity instruments
based on the market price of an entity's stock.

If the Company had elected to recognize compensation cost for the
plan based on the fair value at the grant dates for awards under those
plans, consistent with the method prescribed by SFAS No. 123, net
income and earnings per share would have been changed to the pro
forma amounts indicated below:

			Year ended
			December 31, 1996
Net Income		As reported	$769,757
			Pro forma	$737,218
Earnings per share		As reported	$        .18
			Pro forma	$        .17

The fair value of the options granted in 1996 amounted to $120,000.
The fair value of Sutron Corporation stock options used to compute
pro forma net income and earnings per share disclosures is the
estimated present value at grant date using the Black Scholes pricing
model with the following assumptions for 1996: a risk free interest
rate of 6.45 percent, no estimated dividend yield, an expected volatility
of 34 percent and an expected holding period of five years.


(13)  PROFIT SHARING PLAN
The 401(k) Profit Sharing plan covers substantially all full
time employees.  The contributions, if any, to the plan will be
determined each year by the Board of Directors based on
profits. The contribution was  $92,660 for 1996, $-0-for 1995
and 1994.

(14)  EXPORT SALES
Export Sales from the Company's operations were as follows:

(In thousands)		1995		1994		1993
South America		$1,844		$480		$186
Canada			765		43		84
Asia			321		108		671
Other			75		117		217
Australia		9		9		15
Mexico			-		1		69
			$3,014		$758		$1,242

<PAGE>

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

	None

PART III

Information required by Item 10 - Executive Compensation, Item
11 - Security Ownership of Certain Beneficial Owners and
Management and Item 12 - Certain Relationships and Related
Transactions and certain information required by Item 9 -
Directors, Executive Officers, Promoters and Control Persons
will be contained on pages 2 through 8 of the registrant's
definitive proxy statement to be filed on April 11, 1997 and is
incorporated herein by reference.

Item 9.  Directors, Executive Officers, Promoters and Control
Persons

Executive Officers

The following tabulation sets forth the names of the executive
officers at December 31, 1996, the positions and offices with
the Company held by them, the date they first became officers,
and their ages at December 31, 1996:

								First
								Became
Name	Office							an Officer	Age
Raul S. McQuivey	President, Chief Executive		1980		57
			Officer and Chairman
Thomas N. Keefer	Vice President and a Director		1981		52
Daniel W. Farrell	Vice President, Secretary			1984		44
			and a Director
Glenn A. Conover	Vice President and a Director		1985		57
Sidney C. Hooper	Treasurer				1993		38



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

(A)	Index to Exhibits

Exhibit No.	          Description
3(a)	Copy of Articles of Incorporation of Sutron Corporation,
	received and approved December 30, 1975 (1)
3(b)	Copy of Articles of Amendment to the Articles of
	Incorporation and Articles of Reduction of Stated
	Capital of Sutron Corporation received and approved
	September 7, 1983(1)
3(c)	By-laws of the Registrant(1)
3(d)	Copy of Articles of Amendment to the Articles of
	 Incorporation received and approved June 8, 1995(10)
4(a)	Specimen Shares of Common Stock Certificate(2)
4(b)	Form of Warrant to be issued as part of Unit (2)
4(c)	Amended Form of Warrant issued as part of Unit(3)
4(d)	Incentive Stock Option Plan dated August 31, 1983(1)
4(e)	Stock Bonus Plan dated August 31, 1983(1)
4(f)	Loan and Security Agreement, dated December 11, 1992
	between the Company and Crestar Bank (8)
4(g)	1996 Stock Option Plan (11)
10(a)	Employment Agreement dated as of July 1, 1983 with
	 Kenneth W. Whitt(1)
10(b)	Employment Agreement dated as of July 1, 1983 with
Dr.
	 Raul S. McQuivey(1)
10(c)	Employment Agreement dated as of July 1, 1983 with
Dr.
	Thomas N. Keefer(1)
10(d)	Employment Agreement dated as of July 1, 1983 with
Duane
	M. Preble(1)
10(e)	Purchase Agreement dated as of July 1, 1983 with Eric
S.
	Clyde(1)
10(f)	Stock Option Agreement between Registrant and Gerald
	 Calhoun dated July 1, 1983(1)
10(g)	Certified Copy of Resolution of Commissioners of
Fairfax
	County Economic Development Authority, adopted October 	12,
	 1982, approving $425,000 Industrial revenue bond loan
	to registrant(1)
10(h) 	Certified Copy of Resolution of Commissioners of
	Fairfax County Economic Development Authority, adopted
	March 8, 1983, approving $400,000 industrial revenue
	bond loan to registrant (1)
10(i)	Certified Copy of Resolution of Board of Supervisors
	of Fairfax County, adopted March 21, 1983, approving
	issuance of industrial revenue bonds for purpose of
	$400,000 loan to Registrant(1)
10(j)	License agreement dated January 29, 1987, with TSUKASA
	SOKKEN Co., Ltd. of Japan, to use U.S. Patent No.
	3,677,085 (4)
10(k)	License agreement dated November 10, 1986, with S.A.
	Des Caliberies et Trefileries de Cossonay of
	Switzerland, to use U.S. Patent No. 4,279,147 and
	Canada Patent No. 1,120,286 (4)
10(l)	Lease agreement dated September 18, 1987, with Squire
	Court Limited Partnership to lease building space
	(9,000 sq. ft.) (4)
10(m)	Copy of termination agreement with Duane Preble dated April 1, 1988 (5)
10(n)	Sale agreement with National Hospital Health System
	Corporation, dated November 29, 1989, and subsequent
	amendments dated December 29, 1989, February 28, 1990,
	and March 27, 1990, to sell land and building in
	Herndon, Virginia (6)
10(o)	Lease agreement dated May 9, 1990 with National
	Hospital Health SystemCorporation to lease building
	space (5545 sq.ft.) (7)
10(p)	Stock Option Agreement between Sutron Corporation and
	Glenn A. Conover dated October 15, 1990 (7)
10(q)	Stock Option Agreement between Sutron Corporation and
	Daniel W. Farrell dated October 15, 1990 (7)
10(r)	Lease agreement dated July 30, 1992 with Loudoun
	Holding Inc. to lease building space (16,794 sq. ft.)
	(8)
10(s)	Stock Option Agreement between Sutron Corporation and
	Ronald C. Dodson dated December 6, 1993 (9)

10(t)	Stock Option Agreement between Sutron Corporation and
Raul S. McQuivey dated November 1, 1996 (11)

10(u)	Stock Option Agreement between Sutron Corporation and
Glenn A. Conover dated November 1, 1996 (11)

10(v)	Stock Option Agreement between Sutron Corporation and
Daniel W. Farrell dated November 1, 1996 (11)

10(w)	Stock Option Agreement between Sutron Corporation and
Sidney C. Hooper November 1, 1996 (11)


(1)  Filed as Exhibits to Registrant's Registration Statement on Form
 S-18 (File No. 2-86573-W) dated September 16, 1983, and
incorporated herein by reference.

(2)  Filed as Exhibits to Amendment No. 1 to Registrant's Registration
Statement on Form S-18 (File No. 2-86573-W) dated October 26,
2983, and incorporated herein by reference.

(3)  Filed as Exhibits to Amendment No. 2 to Registrant's Registration
Statement on form S-18 (File No. 2-896573-W) dated November 4,
1983 and incorporated herein by reference.

(4)  Filed as Exhibits to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1987, and incorporated herein by
reference.

(5)  Filed as Exhibit on Form 8-K dated April 1, 1990, and
incorporated herein by reference.

(6)  Filed as Exhibits to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1989, and incorporated herein by
reference.

(7)  Filed as Exhibits to Registrant's Annual Report on Form 10-K for
 the year ended December 31, 1990 and incorporated herein by
reference.

(8)  Filed as Exhibits to Registrants Annual Report on Form 10-KSB
for the year ended December 31, 1992 and incorporated herein by
reference.

(9)  Filed as Exhibits to Registrants Annual Report on Form 10-KSB
for the year ended December 31, 1993 and incorporated herein by
reference.

(10)  Filed as Exhibits to Registrants Annual Report on Form 10-KSB
for the year ended December 31, 1995 and incorporated herein by
reference.

(11)  Filed as Exhibits to Registrants Annual Report on Form 10-KSB
for the year ended December 31, 1996 and incorporated herein by
reference.

(B)	  Reports on Form 8-K

The registrant did not file any reports on Form 8-K during the fourth
quarter of the fiscal year ended December 31, 1996.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
 caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

	       Sutron Corporation
		(Registrant)

Date:  March 31, 1997
By
/s/ Raul S. McQuivey

		Raul S. McQuviey, President
		and Director (Principal
		Executive and Financial
		Officer)

In accordance with the Securities Exchange Act, this report has been signed
 by the following persons on behalf of the Registrant and in the capacities
and on the dates indicated.

Date: March 31, 1997
By
/s/ Raul S. McQuivey

			Raul S. McQuivey,
			President
			 and Director
			(Principal
			Executive and
			Financial
			Officer)

Date: March 31, 1997
By
/s/ Thomas N. Keefer

			Thomas N. Keefer,
			Vice
			President and
			Director

Date: March 31, 1997
By
/s/ Daniel W. Farrell

			Daniel W. Farrell,
			Vice
			President and
			Director

Date: March 31, 1997
By
/s/ Glenn A. Conover

			Glenn A. Conover,
			Vice
			President and
			Director

Date: March 31, 1997
By
/s/ Ronald C. Dodson

			Ronald C. Dodson
			Director

Date: March 31, 1997
By
/s/ Sidney C. Hooper

	Sidney C. Hooper,
	Chief
			Accounting Officer