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, 1997

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
$9,940,555.

The aggregate market value of the voting stock held by non-
affiliates as of March 27, 1998 was approximately $2,789,500
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 27, 1998 was 4,225,851.


Documents Incorporated by Reference
Portions of the registrant's definitive proxy statement dated April 10 1998
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 Hydromet 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 Hydromet 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 in 1996 and for repairs of older units in
1997 with final delivery and acceptance of these items
anticipated in 1998.

Accubar Gauge Pressure Sensor

The Accubar Gauge Pressure sensor is a highly accurate solid state
 pressure transducer capable of measuring air/dry gas pressures
from 0 to 22 psi with a maximum pressure of 35 psi.  It is housed
in an aluminum case and with its low power consumption and low
maintenance requirements, it is ideal for remote monitoring
applications.

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, 1997, 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 1997, approximately 71% of the Company's products and
services were sold to the Federal Government.  Revenues in 1997
among the various agencies were as follows: U.S. Army Corps of Engineers, 7%;
Department of Defense, 4%; Department of the Interior, 57%; 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) agencies, the U.S. Geological Survey
and the Bureau of Reclamation.  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 14% of total revenues in 1997, 35% of total
revenues in 1996, and approximately 14% in 1995.  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, 1997, 1996, and 1995,
Sutron's internally funded research and development costs were $805,027,
$547,617, and $505,953 respectively. The Company initiated five major
development efforts in 1997 and completed two consisting of certain major
 enhancements to the 8400 DDR and a temperature pressure engine.

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, 1997 was
$1,828,942 as compared with $3,733,466 at December 31, 1996
and $1,390,682 at December 31, 1995.  The Company
anticipates that 95% of its 1997 year-end backlog will be
shipped in 1998.

Employees

The Company had a total of 60 employees as of December 31,
1997 of which 56 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.  An option for an additional five
years was exercised in 1997.

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 1997 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 1997 and 1996 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>

			      1997		1996
Quarter		     	HIGH	LOW	HIGH	LOW
<S>       	 		<C> 	<C>	<C>	<C>
First Quarter 		1 5/8 	1 1/4	3/8	5/16
Second Quarter		1 7/16	1 3/16	11/16	5/16
Third Quarter	 	1 7/8	1 5/16	1 3/16	5/8
Fourth Quarter		1 7/8	1 3/8	1 7/16 	1 1/8

</TABLE>

 (b)  Approximate Number of Equity Shareholders:
Title of Class: Common Stock, $.01 par value
Approximate Number of Record Holders At March 27, 1998: 335

 (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
				                  	1997		1996		1995
<S>		    			            <C>	 	<C>  		<C>
Revenues				      	100.0%		100.0%		100.0%
Cost of sales	      	  		 	63.9 		60.0	 	63.7
Gross profit		      		  	  36.1	 	40.0	 	36.3
Selling, general and administrative expenses		19.1	 	21.3	 	23.5
Research and development expenses	               8.1	  	6.3		9.1
Income from operations				8.9		12.4		3.7
Interest expense				       	 1.3	  	1.9	  	3.3
Income before income taxes		                 7.6	  	10.5		.4
Provision for income taxes				2.4		1.6
Net income             				  5.2%  		8.9%	 	.4%
</TABLE>

Fiscal 1997 Compared to Fiscal 1996

Revenues.  The Company's revenues for 1997 increased 14% to
 $9,940,555 from revenues of $8,689,068 in 1996. Sales to
agencies of the federal government and other domestic
 customers improved to $8,158,000 in 1997 from $5,160,000,
 an increase of $2,998,000 due to increased sales of the
 8400 Digital Data Recorder and the 8210 Data
 Recorder/Transmitter.  Revenues from international
 contracts and projects decreased to $1,366,000 in 1997 from
 $3,014,000 in 1996, a decrease of $1,648,000.  The international
business is project driven and the Company did not win any
significant international contracts in 1997 as compared with the
 prior year.  Revenues from contracts with the Air Force for
 FMQ-13 wind sensors, spares and repairs decreased to $417,000
 in 1997 from $515,000 in 1996, a decrease of $98,000.  The
Company's largest customer in each of 1997 and 1996 was the
Department of the Interior, which accounted for 57% and 39%
 of revenues, respectively.

Gross Profit.  Gross profit for 1997 increased 3% to $3,588,169
 from $3,473,050 in 1996.  Gross margin as a percentage of
revenues for 1997 decreased to 36.1% as compared to 40.0%
in 1996.  The decrease in the Company's gross margin as a
 percentage of sales was due to installation problems on a
 foreign contract resulting in costs in excess of revenue of
$100,000 and test problems on the McClellan repair contract
resulting in costs in excess of revenue of $120,000.

Selling, General and Administrative.  Selling, general and
administrative expenses increased 3% to $1,902,746 in 1997
 from $1,850,899 in 1996.  Selling, general and administrative
 expenses as a percentage of revenues decreased to 19.1% in
 1997 from 21.3% in 1996 due to the increase in sales volume.
 The increase of $51,847 in 1997 over 1996 was primarily due
 to increased international sales activities and increased
marketing efforts.  The Company hired a new international
sales manager in June 1996 and a new marketing manager
in November 1996.

Research and Development.  Research and development
expenses increased 47% to $805,027 in 1997 from $547,617
 in 1996, an increase of $257,410.  Research and development
 expenses as a percentage of revenues increased to 8.1% in
 1997 from 6.3% in 1996.  The Company is focused on
 expanding its product line of data recorders/transmitters,
 sensors and data management software. The Company is
currently developing four new products which are expected
to be available in 1998.  The Company supplemented its
engineering staff significantly in 1997 through the use of
subcontractors.

Net Interest Expense.  Interest expenses for 1997 decreased
to $126,731 from $162,848 in 1996, a decrease of $36,117.
The decrease is attributed to reduced borrowings as a result
of the Company's profits in 1997 and 1996.

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.

LIQUIDITY AND CAPITAL RESOURCES

Sutron's balance sheet grew stronger in 1997 as the Company
generated $733,004 in cash from operating activities.  Cash
and cash equivalents increased to $168,548 at December 31, 1997,
 compared to $78,970 at December 31, 1996.  Working
 capital increased $442,766 to $1,734,127 at the end 1997
compared to $1,291,361 at the end of fiscal 1996.  The ratio
 of current assets to current liabilities was 1.77 as of
 December 31, 1997, compared to 1.46 as of
December 31, 1996.

Adding strength to the Company's financial condition is
the new banking relationship with the First National Bank
 of Maryland.  Under the terms of the loan and security agreement
 dated June 5, 1997, the Company has been provided with a
 revolving credit facility of $2,000,000 and a term note of $343,008.
 This new credit facility represents a 100% increase in availability
 over the previous arrangement.  First National Bank of Maryland
 is also making available an additional $100,000 for capital
equipment.  The term of this new arrangement extends until
June 1, 1998 and is subject to renewals thereafter.

In February 1998, the Corporation entered into a contract to
sell 4.2 acres of land acquired in 1986.  The land was originally
intended to be the site of a headquarters and manufacturing
 facility.  The contract calls for a purchase price of $700,000
and the buyer has a study period and a right to cancel.
Settlement on the property is expected in the third quarter of 1998.


Management believes that internally generated funds,
anticipated proceeds from the sale of our land and short-term
borrowings on our existing credit line will provide adequate
 resources for supporting operations during fiscal 1998.


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, 1997 and 1996, and the related
statements of operations, stockholders' equity (deficit), and cash flows
for each of the three years ended December 31, 1997, 1996 and 1995.
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, 1997 and 1996, and the results of its operations and its
cash flows for each of the three years ended December 31, 1997, 1996 and 1995
in conformity with generally accepted accounting principles.


Thompson, Greenspon & Co.


Fairfax, Virginia
February 20, 1998




<PAGE>
<TABLE>
                       PART I. - FINANCIAL INFORMATION
                                  SUTRON CORPORATION
                                    BALANCE SHEETS
<CAPTION>
                                                                                 (Unaudited)
                              		December 31,	December 31,
                                		   1997		  1996
                                  		___________     ___________
<S>                              		 <C>     		<C>
Assets
Current Assets:
 Cash                           		 $    168,548	$  78,970
 Accounts receivables     	  	  1,804,525	1,195,281
 Unbilled Contract receivables	               --	   15,096
 Cost and estimated earnings
  in excess of billings		     402,523	 628,344
 Inventory			     1,528,802	2,135,231
 Prepaid and other		          71,670	   46,482
                                    		 _________	_________
Total Current Asset		   3,976,068	4,099,404

 Property, Plant, and Equipment,
  Furniture and Fixtures        	   1,298,789	1,201,030
  Automative equipment		      30,849	      44,974
  Leasehold improvements		      9,264	    9,264
                            		________	_________
                           			 1,338,902  	1,255,268
  Accumulated deprectiation     	(1,154,351)	(1,072,273)
                             		_________ 	_________
Net property, plant and
equipment                      	  	     184,551	   182,995

Investment			     493,118	     493,118
Other Assets			       38,746	       50,940
Total Other Assests		     531,864	     544,058
				_________ 	_________
TOTAL ASSETS                	$ 4,692,483	$  4,826,457

</TABLE>
<TABLE>

<CAPTION>


                                         LIABILITIES AND STOCKHOLDERS' EQUITY

<S>                                 		<C>		<C>
Current Liabilities:
 Accounts payable		$  610,568	   $ 895,524
Accrued payroll	 		      80,521	        60,224
 Accrued expenses		    415,021	      396,841
Contract billings on contracts in
progress in excess of costs and
estimated earnings		    169,238	      162,702
 Estimated losses on
  uncompleted contracts   		      24,902	        1,095
 Income taxes payable		    110,359 	             --
Current maturities:
   Line of credit		        	    573,171	      905,000
   Installment notes payable	       6,657	           6,657
   Term notes payable		    171,504	       300,000
   Shareholder loans payable	      80,000	         80,000
				___________	  ___________
Total Current Liabilities		   2,241,941	   2,808,043

Long-term liabilities:
  Installment notes payable		               253	          16,411
 Term notes payable		        100,435	          166,222
Total Long-term Liabilities	        100,688	         182,633
Total liabilities			     2,342,629	       2,990,676

Stockholders' Equity:
Common stock			          42,259	       42,259
 Additional paid in capital 		     2,282,866	   2,282,866
Accumulated Deficit             	          24,729	   (489,344)
                           			_____________	___________
Total Stockholders' Equity	     	     2,349,854	     1,835,781

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY	   $ 4,692,483	  $  4,826,457
<FN>
See Accompanying Notes to Financial Statements
</TABLE>

<PAGE>
<TABLE>
                                SUTRON CORPORTION
                             STATEMENTS OF OPERATIONS
<CAPTION>
                             		Year Ended December 31,
				1997		1996		1995
<S>				<C>		<C>		<C>
Revenue				$9,940,555	$8,689,068	$5,532,612
Cost of Goods Sold		 6,352,386	5,216,018	3,521,602
Gross Profit 			 3,588,169	3,473,050	2,011,010
Research and Development
 Expenses			   805,027	547,617		505,956
Selling, General, and
Administrative
Expenses 			1,902,746	1,850,899	1,298,411

Operating Income		   880,396	1,074,534	206,643
Financial Expense, net		  126,731	162,848		185,639
Income before
  Income Taxes 			  753,665	  911,686	    21,004
Income Tax			  239,592	141,929		             -
Net Income 			$514,073	$769,757	$21,004
Net Income per
 Common Share			$       .12		$       .18		$   .005
Net Income per
 Diluted Share			$       .11		$       .18		$   .005

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


<PAGE>
<TABLE>
						SUTRON CORPORATION
					STATEMENTS OF STOCKHOLDERS' EQUITY
				YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
<CAPTION>

				COMMON			PAID-IN	ACCUMULATED
				SHARES	AMOUNT	CAPITAL	DEFICIT	TOTAl
<S>				<C>		<C>		<C>		<C>		<C>
Balances, December 31, 1994	 3,957,051	    $39,571	    $2,251,954	   $(1,280,105)	$1,011,420
Exercise of Stock
 Options				    268,800	        2,688	          30,912	                  --	33,600
Net Income for 1995		               -	                -  	                    -	           21,004	21,004
Balances,  December 31, 1995	   4,225,851	      42,259	      2,282,866	      (1,259,101)	1,066,024
Net Income for 1996		                  -	                 -  	                    - 	          769,757	769,757
Balances,  December 31, 1996	   4,225,851	      42,259	      2,282,866	        (489,344)	1,825,781
Net Income for 1997		                  -	                  -  	                     -	          514,073	514,073
Totals				4,225,851	     $42,259	     $2,282,866	        $  24,729	$2,349,854

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



 <TABLE>
                                    SUTRON CORPORTION
                             STATEMENTS OF CASH FLOWS <CAPTION>
                                         Year Ended December 31,
<CAPTION>
						1997	 	1996	    	1995
<S>                             				<C>   		<C> 	 	<C>
Cash Flows from Operating Activities
 Net income					$514,073	$769,757	$21,004
 Noncash items included in net income
 Depreciation and   amortization			111,795		109,596		 102,369
 Gain (loss) on sale of
  equipment, net					            -		     6,411		(4,478)
 (Increase) Decrease in
  Accounts receivables				(609,244)	  324,490	 (251,579)
Costs and estimated earnings
 in excess of contract billings
 on contracts in progress 				   240,917	(262,114)		91,602
 Inventory					   606,429	(1,182,860)		96,089
 Prepaid items and other				   (25,189)	       10,659	(31,405)
Increase (Decrease) in
 Accounts payable				(284,956)	306,514		28,350
 Accrued expenses				    38,477	203,315		7,763
 Contract billings on  contracts in progress
 in excess of costs and  estimated earnings		    6,536		(29,571)		192,273
 Estimated losses on
 uncompleted contracts				23,807		 (9,798)		3,928
 Income taxes payable				110,359		         -		           -
 Net Cash Provided by
 Operating Activities				733,004		246,399		255,916
 Cash Flows from Investing  Activities
 Purchase of property and
 equipment					(101,156)	(71,913)		(10,157)
 Capitalized software  costs			         --		            --	(13,270)-
 Net Cash used by  Investing Activities		(101,156)	(71,913)		(23,427)
 Cash Flows from Financing  Activities
 Proceeds from issuance of  common stock		         --		          --		33,600
 Proceeds from sale of
 property and  equipment				          --	 	         --	 	--
 Proceeds from line of
 credit, net					            -		170,000		    81,000
 Payments on line of
 credit, net					(331,829)	            --	           --
 Payments on term notes payable			(194,283)	(300,000)	(375,000)
Payments on installment  notes payable		(16,158) 	     (5,405)	(2,716)_
 Payments on stockholder  loans payable		               -	   (10,000)	(10,000)
Net Cash Used by
 Financing Activities				  (542,270)	  (145,405)	(273,116)
 Net Increase (Decrease)
 in Cash and Cash
Equivalents					      89,578	     29,801	(40,627)
Cash and Cash Equivalents,
 beginning of year				      78,970	       49,889	90,516
Cash and Cash Equivalents,
 end of year					    $168,548	         $78,970	$79,889

<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 $117,438 in 1997,
$160,637 in 1996 annd $180,523 in 1995.  Income taxes paid
amounted to $167,180 in 1997, $162,350 in 1996 and $0 in 1995.

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.

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 $101,000 at December 31, 1997..

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.

Earnings Per Share:  The Company has adopted
Statement of Financial Accounting
Standards ("SFAS") No. 128 which establishes standards for
 computing and presenting earnings per share (EPS) for
entities with publicly held common stock.  The standard requires
 presentation  of two categories of earning per share, basic EPS
and diluted EPS.  Basic EPS excludes dilution and is computed
 by dividing income available to common stockholders by the
 weighted-average number of common shares outstanding for
 the year.  Diluted EPS reflects the potential dilution that could
occur if securities or other contracts to issue common stock were
 exercised or converted into common stock or resulted in the
 issuance of common stock that then shared in the earnings of the
 Company.  The 1996 and 1995 net income per common share
 information has been restated to account for the provisions
of SFAS 128.

<TABLE>

<CAPTION>
	 	                    1997                     	                       1996                  	                 1995
				Per-Share			Per-Share			Per-Share
		  Income	Shares   	  Amount 	  Income	 Shares  	 Amount 	 Income	 Shares 	Amount
<S>		<C>	<C>	<C>		<C>	<C>	<C>		<C>	<C>	<C>
Net Income	$514,073			$769,759			$21,004
Basic EPS
Income available
  to common
  stockholders	514,073	4,225,851	$.12	769,757	4,225,851	$.18	21,004	4,018,375	$.005

Effect of Dilutive
Securities
Stock options
    unexercised	  -  	121,013			       -     	   130,568		       -  	    -

Dilutive EPS
Income available
    to common
    stockholders
    plus assumed
    conversions	514,073	4,346,864	$.11	769,757	4,356,419	$.18	$21,004	4,018,375	$.005

</TABLE>

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

<TABLE>
<CAPTION>
						1997		1996
<S>						<C>		<C>
Direct and indirect costs, including overhead	$2,803,879	$ 2,162,549
Estimated losses, net				(24,902)		(1,095)
						$2,778,977	$2,161,454

Billings						$2,401,356	$1,534,215
Costs and estimated earnings in excess of billings	402,523		628,334
Estimated losses on contracts in process		(24,902)		(1,095)
						$2,778,977	$2,161,454

</TABLE>

(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:

				1997		1996
Electronic components		$748,200	$702,216
Work in process			525,353		1,232,440
Finished goods			255,249		200,575
				$1,528,802	$2,135,231

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

				1997		1996
Furniture and equipment		$1.,133,356	$1,041,005
Automotive equipment		        12,617	24,743
Leasehold improvements		          8,378	6,525
				 $1,154,351	$1,072,273

(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 1997 and 1996.

(6)  LINE OF CREDIT
The Company signed a loan and security agreement dated
June 5, 1997, 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 $2,000,000 or the
Company's borrowing base as determined by the bank.  Interest
 on the unpaid balance is payable monthly at prime plus one half
 percent.  The maturity date of the line is June 1, 1998, and the
 outstanding balance at December 31, 1997 amounted to $573,171
 and $905,000 at December 31, 1996.

(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 $343,008.  The remaining principal payments under the
 agreement, amount to $14,292 per month for 23 months and 1
 final payment on July 1, 1999 for the remaining unpaid balance.
 Interest on the unpaid balance is payable monthly at prime plus
three quarters percent.  Additionally, the loan agreement contains
 certain financial covenants.   As of December 31, 1997, the
Corporation was in violation of one equity covenant.   The bank
has waived compliance.  The above referenced line of credit and
term note payable are secured by substantially all assets
 of the Company.

Principal maturities for all indebtedness described in Notes 6
 and 7 are as follows at December 31:


Year ending December 31:
1997					$    --
1998					   744,675
1999					   100,435
					$ 845,110

(8)  STOCKHOLDER LOANS PAYABLE
At December 31, 1997 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 1998 with
interest at 10.75 percent.

(9)  LEASE OBLIGATIONS
The Company signed a 5 year option under the current lease
for its headquarters and production facilities.  The operating
lease calls for monthly rent of $12,975 including $3,100
estimated as the Company's pro rata share of operating expenses
and annual rent increases of 3 percent.  Rent expense amounted
 to $152,000 for 1997, $144,000 for 1996 and $151,125 for 1995.

Year ending December 31:
1998	$155,700
1999	160,400
2000	165,200
2001	$170,100
2002	42,500
      Total	$693,900

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

			1997		1996		1995
Current income taxes	$269,592	$141,929	$-
Deferred tax expense	(30,000)	-	-
Total tax expense		$239,592	$141,929	$-

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

<TABLE>
<CAPTION>

					1997		1996		 1995
<S>					<C>		<C>		<C>
Investment				$ 307,000	   $ 307,000	$307,000
Net operating loss carryforward		           -     	            -     	123,000
Estimated losses on contracts		10,000		             -     	4,000
Accrued vacation and warranty		     50,000	     29,000	    29,000
     Gross deferred tax assets		  367,000	   336,000	463,000
Gross deferred tax liability - depreciation	    (18,000)	    (23,000)	   (25,000)
     Net					   349,000	   313,000	  438,000
Deferred tax asset valuation allowance	  (319,000)	  (313,000)	 (438,000)
Net deferred tax asset			$   30,000	$        -     	$       -

</TABLE>

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:

<TABLE>
<CAPTION>

					1997		1996	  	1995
<S>					<C>		<C>		<C>
Income before income taxes		$753,665	$911,686	$21,004
Applicable statutory income tax rate	34%		34%		        34%
Computed "expected" Federal tax expenses	256,000		310,000		7,000
Adjustments to Federal income
  tax resulting from:
   State income tax			15,000		18,000		1,000
   Tax credits	(37,408)	(61,071)	-
   Change in valuation allowance		6,000		(125,000)	   (8,000)
Income tax				$239,592	$141,929	$     -

</TABLE>

(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:

			1997	1996	1995
Domestic:
  Department of Interior	57%	39%	56%
  International		14%	35%	14%
Commercial		15%	10%	15%

(12)  STOCK BONUS AND STOCK OPTION PLANS

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 Company authorized 60,000 shares under
 a 1997 stock option plan.   No shares were granted in 1997.  The
following summarizes the option activity under the stock option
agreement and the 1996 Stock Option Plan for the last three years:

				Number of	Option Price
				   Shares   	   Per Share
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
    Grants				-     	-
    Exercised				-     	-
    Canceled or expired		  (15,000)	           -
Outstanding, December 31, 1997	   361,500	.53 - 1.125


The vesting period of the remaining options is as follows:

Vested and exercisable	154,300
November 1, 1998	51,800
November 1, 1999	51,800
November 1, 2000	51,800
November 1, 2001	51,800
			361,500

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:

<TABLE>
<CAPTION>

		  		 1997    	 	  1996    		   1995
<C>				<C>		<C>		<C>
Net income As reported		$514,073	$769,757	$21,004
Pro forma			481,534		737,218		21,004
Earnings per share As reported	        .12		        .18		    .005
Pro forma			         .11		         .17		    .005

</TABLE>

The fair value of the options granted in 1996 amounted to $120,000.
Compensation costs under SFAS 123, are recognized when the
options are vested and exercisable.  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 $128,000 for 1997, $92,660
 for 1996 and $-0- for 1995.

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

(In thousands)		1997	1996	1995
South America		$534	$1,844	$480
Canada			307	765	43
Asia			312	321	108
Australia/New Zealand	25	9	9
Europe			188	75	118
			$1,366	$3,014	$758

<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 10, 1998 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, 1997, the positions and offices with
the Company held by them, the date they first became officers,
and their ages at December 31, 1997:

							First
							Became
Name	Office						an Officer	Age
Raul S. McQuivey	President, Chief Executive		1980		58
			Officer and Chairman
Glenn A. Conover	Executtive Vice President
			 and a Director			1985		58
Daniel W. Farrell		Vice President, Secretary		1984		45
			and a Director
Sidney C. Hooper	Treasurer			1993		39



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, 1997.

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, 1998
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, 1998
By
/s/ Raul S. McQuivey

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

Date: March 31, 1998
By
/s/ Thomas N. Keefer

			Thomas N. Keefer,
			Director

Date: March 31, 1998
By
/s/ Daniel W. Farrell

			Daniel W. Farrell,
			Vice
			President and
			Director

Date: March 31, 1998
By
/s/ Glenn A. Conover

			Glenn A. Conover,
			Vice
			President and
			Director

Date: March 31, 1998
By
/s/ Ronald C. Dodson

			Ronald C. Dodson
			Director

Date: March 31, 1998
By
/s/ Sidney C. Hooper

			Sidney C. Hooper,
			Chief
			Accounting Officer