SECURITIES AND EXCHANGE COMMISSION
                     Washington, DC   20549                      
                            FORM lO-KSB                                   
	(Mark One)				

[X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934 
For the fiscal year ended November 1, 1997

[ ]     TRANSITION REPORT UNDERSECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934  
For the transition period from            to                

Commission File No. 0-1455

                       OPT-SCIENCES CORPORATION               
         (Name of small business issuer in its charter)

        NEW JERSEY                             21-0681502     
(State or other jurisdiction of             (I.R.S. Employer 
incorporation or organization)             Identification No.)

Post Office Box 221, 1912 Bannard Street, Riverton, New Jersey 08077
(Address of principal executive offices)                  (Zip Code)

Issuer's telephone number, including Area Code: (609)829-2800

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

             Common Stock, $.25 par value per share
                        (Title of Class)

	Check whether the issuer (1) filed all reports required to be filed by
 Section 13 or 15 (d) of the  Exchange Act during the past 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 9O days.

                     YES   X              NO

	Check if there is no disclosure of delinquent filers in response to Item
 405 of Regulation S-B is not contained in this form, and no disclosure will be
 contained, to the best of registrant's knowledge, in definitive proxy or
 information statements incorporated by reference in Part III of this Form      
10-KSB or any amendment to this Form 10-KSB  (X)


	State issuer's revenues for its most recent fiscal year: $3,770,000.

The aggregate market value of the 243,139 common shares held by non-affiliates
 of the registrant, computed by reference to the average bid and asked price of
 such equity as of December 30, 1997, was approximately $1,277,000.




(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

	State the number of shares outstanding of each of the issuer's classes of
 common equity, as of the latest practical date: 776,115 shares of Common Stock
 as of December 31, 1997.

Documents Incorporated by Reference	
	

	Notice of the 1998 Annual Meeting of Shareholders to be held in March,
 1998 and related Information Statement which are to be filed are incorporated
 by reference into Items 9 through 12 of Part
III.  

	
	Transitional Small Business Disclosure Format

	Yes    No X  


                        TABLE OF CONTENTS

          FORM lO-KSB ANNUAL REPORT -- FISCAL YEAR 1997
             OPT-SCIENCES CORPORATION AND SUBSIDIARY

                            PART I                                 

                                                               PAGE
	Item  1.Description of Business . . . . . . . . . . . . .  4

	Item  2.Description of Property. . . . . . . . . . . . . . 5

	Item  3.Legal Proceedings  . . . . . . . . . . . . . . . . 5

	Item  4.Submission of Matters to a Vote of Security
	        Holders  . . . . . . . . . . . . . . . . . . . . . 5

                             PART II

	Item  5.Market for Common Equity and 
	        Related Stockholder Matters . . . . . . . . .  . . 6

	Item  6.Management's Discussion and Analysis or Plan of 
	        Operation. .  . . . . . . . . . . . . . . . . . . .6

	Item  7.Financial Statements  . . . . . . . . . . . . . . .7

	Item  8.Changes In and Disagreements with Accountants
	        on Accounting and Financial Disclosure . . . . . . 7
 

 
                            PART III

	Item  9.Directors, Executive Officers,Promotors and 
		   Control Persons; Compliance with Section 16(a)
		   of the Exchange Act  . . . . . .  . . . . . . . .  7

	Item lO.Executive Compensation . . . . . .  . . . . . . .  7

	Item 11.Security Ownership of Certain Beneficial Owners
		   and Management . . . . . . . . . . . . . . . . .   7
	Item 12.Certain Relationships and Related Transactions .   7

                             PART IV

	Item 13.Exhibits and Reports on Form 8-K . . . . . . . .   7
     
	Signatures . . . . . . . . . . . . . . . . . . . . . . .   55     
                             PART I

Item  1.	Description of Business

	OPT-Sciences Corporation (the "Company"), through its wholly-owned
 operating subsidiary, O&S Research, Inc., is engaged principally in the
 cutting, grinding, polishing, coating and painting of glass lenses and glass
 for flat panel displays utilized in the custom fabrication of components for
 aircraft instrument panels.  Principal revenues and income are derived from
 this business with no other line of business accounting for 15% or more of
 revenues and income under applicable criteria.  The Company sells its products
 throughout the United States, principally to prime contractors in the aerospace
 industry. The Company conducts its manufacturing operations at facilities in
 the Riverton, New Jersey area.

	The business is labor intensive.  As of November 1, 1997, the Company and
 its operating subsidiary employed 48 persons, an increase of 6 from the
 preceding year.  This number may increase further in Fiscal 1998.  The demand
 for new commercial aircraft is very strong at the present time and this has led
 to aircraft manufacturers increasing orders for flat panel displays of the type
 which the Company manufactures, thus resulting in a build up in demand for the
 Company's products.  Overall labor relations with the employees are
 satisfactory.  None of its employees is represented by a labor union. The
 Company is subject to the federal minimum wage and hour laws and provides
 various routine employee benefits, such as life and health insurance. The
 Company does not maintain any qualified pension or profit sharing plan for its
 employees.

	There are many companies in the United States and overseas which compete
 against the Company in its manufacture and coating of glass lenses and glass
 for flat panel displays for aircraft.  There are presently a number of
 competitors of the Company, which are as large as or larger than the Company
 and have greater financial resources than the Company.  The principal methods
 of competition in this industry are price, product quality, delivery date
 controls, and other customer services.  The Company's quality control
 inspection of all its products before shipment to customers has resulted in a
 high level of customer satisfaction. Especially important to the Company's
 business is its ability to manufacture optical thin film coatings for glass
 lenses and glass instruments used on cathode ray tubes (CRTs) and liquid
 crystal displays (LCDs).  In addition, the Company has gained considerable
 visibility as an approved vendor to supply avionic display glass for many
 aerospace instrument manufacturers.  Its glass lenses are used on all types of
 applications from handheld scanners to the avionic displays used on the space
 shuttle.
	
	The Company's products are sold domestically and abroad primarily by the
 Company's President and other management personnel.  Three aerospace instrument
 manufacturers constituted approximately 80% of total sales in Fiscal 1997.  New
 technology has reduced dependence on the Company's glass for electro-mechanical
 instruments, which is declining in significance as a Company product.  The
 Company now   coats more glass for CRTs and LCDs which its customers are using
 in lieu of electro-mechanical lenses.

	Based on current projections, sales and earnings are expected to increase
 moderately in Fiscal 1998.  The Company's development of new specialty coatings
 used on high performance CRTs and LCDs and its penetration into commercial flat
 panel display markets is expected to increase sales in Fiscal 1998.


	Foreign sales for Fiscal l997 constituted approximately 3% of sales. This
 represents a decline from 6% in the prior year.  Management attributes the
 decline to the effect of a strong dollar and weaker economies in the foreign
 markets where the Company's products are sold.  The Company does not expect
 significant changes in Fiscal 1998.

	The Company had a backlog of orders totalling $1,200,000 at the end of
 Fiscal l997.  This represented a 33% increase from $900,000 at the end of
 Fiscal l996.  Since the manufacturing cycle for the Company is generally less
 than one year, most of the backlog registered at the end of the fiscal year is
 expected to be completed during Fiscal 1998.

	The Company believes it is in substantial compliance with all federal,
 state and local regulations controlling the discharge of materials into the
 environment or otherwise protecting the environment. There has been no material
 effect on the Company's capital expenditures, earnings or competitive position
 due to compliance with such regulations.   The Company is subject to the
 Occupational Safety and Health Act and believes it is in substantial compliance
 with such Act and the regulations thereunder.

	Certain of the matters discussed above contain forward-looking statements
 that involve risks and uncertainties.  Although the Company believes that the
 assumptions accompanying such forward-looking statements are reasonable, the
 Company cannot give any assurance that expected results will occur.  A
 significant variation between actual results and any of such assumptions may
 cause actual results to differ materially from expectations.  

Item 2.	Description of Property

	Operations are conducted at the principal office and manufacturing
 facility located in the East Riverton Section of Cinnaminson, New Jersey. This
 property is owned by the Company's operating subsidiary in fee simple, and the
 property is not encumbered by any lien or mortgage. The facility is constructed
 of cinderblock and masonry construction appropriate to its size and use and
 contains approximately ll,OOO square feet of manufacturing space.  The
 Company's operating subsidiary also owns and utilizes 
a building containing 5,000 square feet of warehouse and 3,000 square feet of
 manufacturing space on premises adjacent to the main manufacturing facility.

Item 3.	Legal Proceedings

	 Not applicable. 


Item 4.	Submission of Matters to a Vote of Security Holders

	 Not applicable.



PART II


Item 5.	Market for Common Equity and Related Security  Holder Matters

	There is no established public trading market for the Company's shares.
 Only limited and sporadic quotations are available.  Subject to the foregoing
 qualification, the following table sets forth the range of bid and asked
 quotations, for the calendar quarter indicated, as recorded by the National
 Quotation Bureau, Inc. and reflects inter-dealer prices, without retail mark
 up, mark down or commission and may not necessarily represent actual
 transactions.

Fiscal 1996                  Bid           Asked
     First Quarter		$2.75 - 2.75	$3.75 - 3.75
	Second Quarter		 2.75 - 3.50	 3.50 - 5.00
	Third Quarter		 3.50 - 3.75	 5.00 - 5.75
	Fourth Quarter		 3.75 - 4.00	  --  -  --

Fiscal 1997                   Bid           Asked
	First Quarter		$4.00  		 $6.50 
	Second Quarter		 4.25 - 4.75     8.25 
	Third Quarter		 4.75 		  7.00 
	Fourth Quarter		 4.75 	       7.00 


	The Company had 1,023 shareholders of record of its Common Stock as of
 December 31, 1997.

Distributions

	No distribution was made to shareholders in l996 or 1997 and the Board of
 Directors has taken no action to provide for distributions during 1998. 


Item 6.	Management's Discussion and Analysis or Plan of  
		Operation.



LIQUIDITY AND CAPITAL RESOURCES.

	As a result of the Company's relatively strong cash position, the Company
 has sufficient liquidity to fund its contemplated capital and operating
 activities through Fiscal 1998.  The Company also anticipates earnings in
 Fiscal 1998 which will further assure the Company's ability to meet its capital
 expenditure requirements. 

                     RESULTS OF OPERATIONS.

                         Fiscal Year 1997            

	Fiscal 1997 was a record year for the Company.  Sales increased by almost
 40% and net operating income increased by 73%, both higher than predicted last
 year.  The increase was due in large part to a new NASA contract and an
 aircraft market that is continuing to expand.  During Fiscal 1997 the Company
 started deliveries on a contract for supplying anti-glare faceplates for the
 space shuttle avionics upgrade program.  In addition, the Company continues to
 be the lead supplier for the anti-glare panels for the flat panel displays on
 the Boeing 777, 737-700/800 and the new 717.  Both programs made a significant
 contribution towards the Company's increased sales last year.  Other sources of
 income remained comparable to Fiscal 1996.

	The Company continued to expand its manufacturing facilities last year and
 expects to continue doing so in Fiscal 1998.  A new thinfilm coating unit was
 put on order and is expected to be online by the middle of the second quarter
 in Fiscal 1998.  The Company also plans to install additional CNC machining
 centers to provide greater productivity and flexibility in manufacturing of 
the glass products offered by the Company.  These steps, along with other 
planned equipment acquisitions this year, will provide the Company with a more
 competitive position by reducing leadtimes and manufacturing costs.  


                   Fiscal Years 1996 and 1995

	Fiscal 1996 ended with net sales increasing by 36% from fiscal year 1995
 and profits increased by 120% as a result of increased volumes of profitable
 business utilizing existing production capacity.  Other sources of income
 remained comparable to 1995.

     Fiscal 1995 ended with net sales increasing significantly from the prior
 year, the first two quarters of which suffered from a weak market, strong price
 competition, depressed prices and reduced profit margins for many of the
 Company's products.

	There were no significant changes in machinery, material and depreciation
 accounts during Fiscal 1995 and 1996, other than certain improvements to the
 operating facilities in Fiscal Year 1996. 


INFLATION

	During the three year period that ended on November 1, 1997, inflation did
 not have a material effect on the Company's operating results.

Item 7.	Financial Statements 

	The Consolidated Financial Statements, the notes thereto, and the report
 thereon by Mayer, Shanzer & Mayer, P.C. dated January 6, 1998, are filed as
 part of this report below under Item 13.


Item 8.	Changes in and Disagreements With Accountants onAccounting and
 Financial Disclosure

		Not applicable.


PART III

	The information required by Part III (Items 9, 10, 11 and 12) are
 incorporated by reference from the Company's definitive Information Statement
 to be filed in accordance with 240.14c-101, Schedule 14C.
                                
                             PART IV


Item 13.	Exhibits and Reports on Form 8-KSB

		(a)	Financial Statements, Schedules and Exhibits
			
			1.	Financial Statements and Schedules

				See Index to Consolidated Financial Statements and
 Schedules on page 10.

			


			2.	Exhibits:
	
				3.	Articles of Incorporation and By-Laws -
					See page 22 below

				21.	List of Subsidiaries -
					See page 54 below
                                













                               TABLE OF CONTENTS      
        
        
        
        
        
        Independent Auditor's Report                         11
        
        Consolidated Balance Sheets                        12 - 13
        
        Consolidated Statements of Earnings                  14
        
        Consolidated Statements of Stockholders'
         Equity                                              15
        
        Consolidated Statements of Cash Flows              16 - 17
        
        Notes to Consolidated Financial Statements         18 - 21
        
        






        
        
        
        
        
        
        
        
        
        
        
                          INDEPENDENT AUDITOR'S REPORT
        
        
        To Stockholders and Board of Directors
        OPT-Sciences Corporation
        
        We  have audited the accompanying consolidated balance sheets  of 
        OPT-Sciences  Corporation and Subsidiary as of November  1,  1997 
        and  October 26, 1996 and the related consolidated statements  of 
        earnings and stockholders' equity and cash flows for each of  the 
        fiscal  years in the two year period ended November 1,  1997  (52 
        weeks). These  financial statements are the responsibility of the 
        Company's management.  Our responsibility is to express an  opin-
        ion on these financial statements based on our audits.
        
        We  conducted  our audits in accordance with  generally  accepted 
        auditing  standards.   Those standards require that we  plan  and 
        perform  the audit to obtain reasonable assurance  about  whether 
        the  financial statements are free of material misstatement.   An 
        audit  includes examining, on a test basis,  evidence  supporting 
        the  amounts  and disclosures in the  financial  statements.   An 
        audit also includes assessing the accounting principles used  and 
        significant estimates made by  management, as well as  evaluating 
        the  overall financial statement presentation.  We  believe  that 
        our audits provide a reasonable basis for our opinion.
        
        In   our  opinion, the  financial  statements referred  to  above 
        present fairly, in all material respects, the consolidated finan-
        cial  position of OPT-Sciences Corporation and Subsidiary  as  of 
        November  1,  1997 and October 26, 1996,  and  the   consolidated 
        results of their operations and their cash flows for each of  the 
        fiscal  years  in the two year period ended November 1,  1997  in 
        conformity with generally accepted accounting principles.  
        
        
        
        
        MAYER, SHANZER & MAYER, P.C.
        
        A Professional Corporation
        
        January 6, 1998






        
                     OPT-Sciences Corporation and Subsidiary
                           CONSOLIDATED BALANCE SHEETS
                                         
        
                                     ASSETS
              
        
                                              November 1,     October 26,
                                                 1997            1996     
        CURRENT ASSETS
        
         Cash and cash equivalents            $2,981,027      $2,557,251
         Trade accounts receivable-net           903,496         480,178
         Inventories                             322,707         219,606
         Prepaid expenses                         28,992          25,938  
         Marketable securities                   375,489         560,962
        
            Total current assets               4,611,711       3,843,935
        
        
        PROPERTY AND EQUIPMENT
        
         Land                                    114,006         114,006
         Building and improvements               335,845         304,044
         Machinery and equipment                 598,607         594,783
         Small tools                              53,580          53,580
         Furniture and fixtures                    8,048           8,048
         Office equipment                         40,990          35,615
         Automobiles                              42,336          30,315
        
          Total property and
           equipment                           1,193,412       1,140,391
        
           Less accumulated depreciation         775,441         747,340
        
              Net property and                 
               equipment                         417,971         393,051
        
        
               Total assets                   $5,029,682      $4,236,986
                         






                     OPT-Sciences Corporation and Subsidiary
                           CONSOLIDATED BALANCE SHEETS
        
        
        
        
                      LIABILITIES AND STOCKHOLDERS' EQUITY
        
                                                     
                                              November 1,     October 26,
                                                  1997            1996   
        
        CURRENT LIABILITIES
        
         Accounts payable - trade             $   76,267      $   43,760
         Accrued income taxes                    146,210         151,050
         Other current liabilities               283,211         203,779 
         
           Total current liabilities             505,688         398,589
        
        
        STOCKHOLDERS' EQUITY
        
         Common capital stock - par value
          $0.25 per share - authorized
          and issued 1,000,000 shares            250,000         250,000
         Additional paid in capital              272,695         272,695
         Retained earnings                     4,155,972       3,481,639
         Net unrealized gains  
          on marketable securities                32,545          20,451 
         Less treasury stock at cost -
          224,415 and 223,885 shares, 
          respectively                        (  187,218)     (  186,388)
        
           Total stockholders' equity          4,523,994       3,838,397
        
             Total liabilities and
              stockholders' equity            $5,029,682      $4,236,986






                     OPT-Sciences Corporation and Subsidiary
                       CONSOLIDATED STATEMENTS OF EARNINGS 
        
        
        
                                                Fiscal Year Ended             
                                          November 1,         October 26,   
                                             1997                1996     
                                          (52 Weeks)          (52 Weeks)
        
        NET SALES                         $3,618,299          $2,593,297       
        
        COST OF SALES                      2,195,422           1,638,401       
        
          Gross profit on sales            1,422,877             954,896        
        
        OPERATING EXPENSES
        
         Sales and delivery                   25,574              18,831       
         General and administrative          443,427             384,775     
        
          Total operating expenses           469,001             403,606    
        
            Operating income                 953,876             551,290 
        
        
        OTHER INCOME                         152,127             137,445    
        
          Net income before taxes          1,106,003             688,735
        
        FEDERAL AND STATE
         INCOME TAXES                        431,670             285,425    
        
             Net income                   $  674,333          $  403,310
        
        
        EARNINGS PER SHARE OF
         COMMON STOCK                            .87                 .52  
        
        Weighted average
         number of shares                    775,625             776,215





                     OPT-Sciences Corporation and Subsidiary
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                      November 1, 1997 and October 26, 1996
        
        
             
                                                  Reserve for
                                                 net unrealized
                                                   gains or 
                                                  losses on                  
                     Common   Paid -In  Retained    equity   Treasury  Stock
                      Stock   Capital   Earnings  securities  Cost     Shares
        
Balance - October
 28, 1995           250,000  272,695  3,078,329    14,588   (185,825)  223,516
        
Net income for
  the fiscal year
  ended October 26,
  1996                                   403,310     5,863 
        
 Correction of number
  of treasury stock
  shares (per confirm)                                                   (   6) 
        
        
 Purchase of 
 treasury stock                                             (    563)     375 
          
 Balance - October
 26, 1996           250,000  272,695  3,481,639    20,451   (186,388) 223,885
        
Net income for
 the fiscal year
 ended November 1,
 1997                                   674,333                  

Purchase of
 treasury stock                                    12,094   (    830)     530  
        
Balance - November
 1, 1997           $250,000  $272,695 $4,155,972  $32,545  $(187,218) 224,415
        
        
         
        
        






                     OPT-Sciences Corporation and Subsidiary
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
        
                                                Fiscal Year Ended            
                                           November 1,        October 26,   
                                              1997                1996     
                                           (52 Weeks)          (52 Weeks)
        Cash flows from 
         operating activities
        
        Net earnings                         $674,333           $403,310
        Adjustments to reconcile
         net earnings to net cash
         provided by operating activities:
        
          Depreciation and
           Amortization                        44,022             37,995
        
          (Gain) on sale of
           securities                      (    7,833)        (    2,657) 
        
          Decrease (increase) in
           Accounts receivable             (  423,318)        (  177,787)   
           Inventories                     (  103,101)        (   52,367)
           Prepaid expenses                (    3,054)        (      750)      
        
          (Decrease) increase in
           Accounts payable                    32,507         (    6,801) 
           Accrued income taxes            (    4,840)           101,508     
           Other current liabilities           79,432             93,837   
        
        Net cash provided by
         operating activities                 288,148            396,288   
        
        Cash flows from 
         investment activities:
        
         Additions to property
          and equipment                    (   68,941)        (   88,934)   
         Purchases of available for
          sale securities                  (  125,062)        (  387,780)
         Proceeds from sales      
          of securities                       330,461              9,966  
        
            Net cash used by
             investing activities             136,458         (  466,748)
        






                     OPT-Sciences Corporation and Subsidiary
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
        
        
                                                Fiscal Year Ended             
                                            November 1,       October 26,   
                                              1997                1996     
                                           (52 Weeks)          (52 Weeks)
        
        Cash flows from 
         financing activities:
        
         Purchases of treasury stock      (      830)         (      563)   
        
             Net cash used in
              financing activities        (      830)         (      563)   
         
         (Decrease) increase in cash         423,776          (   71,023)  
        
        Cash and cash equivalents
          at beginning of year             2,557,251           2,628,274
        
        Cash and cash equivalents
         at end of year                   $2,981,027          $2,557,251
        
        Supplemental disclosures of
         cash flow information
        
         Cash paid during
          the year for:
        
          Interest paid                    $     -0-          $      -0-
          Income taxes paid                $ 436,448          $  183,979
        






                     OPT-Sciences Corporation and Subsidiary
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      November 1, 1997 and October 26, 1996
        
        
        
        
        NOTE 1 -  Summary of Significant Accounting Policies
        
                  Principles of consolidation
        
                  The   consolidated  financial  statements  include  the 
                  accounts  of  OPT-Sciences Corporation and  its  wholly 
                  owned  subsidiary.   All significant  intercompany  ac-
                  counts  and transactions have been eliminated.  Certain 
                  prior year amounts have been reclassified to conform to 
                  the current year's classifications.
                  
                  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 revenues and expenses during the  reporting 
                  period.   Actual results could differ from those  esti-
                  mates.
        
                  Cash and Cash Equivalents
        
                  The Company considers certificates of deposit and  debt 
                  securities purchased with a maturity of three months or 
                  less to be cash equivalents.
        
                  Line of Business and Credit Concentration
        
                  The  Company, through its wholly owned  subsidiary,  is 
                  engaged in grinding, polishing, coating and painting of 
                  optical  glass for the custom fabrication of  precision 
                  optical  components  for  aircraft  instruments.    The 
                  Company grants credit to companies within the aerospace 
                  industry.
        
                  Accounts Receivable
        
                  Bad  debts  are charged to operations in  the  year  in 
                  which  the account is determined to  be  uncollectible.  
                  If the allowance method for uncollectible accounts were 
                  used it would not have a material effect on the  finan-
                  cial statements 
        
        
          






                          OPT-Sciences Corporation and Subsidiary
                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           November 1, 1997 and October 26, 1996
        
        
                  Inventories
        
                  Raw materials are stated at the lower of average   cost 
                  or  market.  Work  in process and  finished  goods  are 
                  stated  at accumulated cost of raw material, labor  and 
                  overhead, or market, whichever is lower.  Market is net 
                  realizable value.  
        
        
                  Marketable Securities
        
                  Marketable securities consist of debt and equity  secu-
                  rities  and  mutual funds.  Equity  securities  include 
                  both common and preferred stock.
        
                  The  Company's investment securities are classified  as 
                  "available-for-sale".   Accordingly,  unrealized  gains 
                  and losses and the related deferred income tax  effects 
                  when material, are excluded from earnings and  reported 
                  in  a  separate  component  of  stockholders'   equity.  
                  Realized gains or losses are computed based on specific 
                  identification of the securities sold.
        
        
                  Property and Equipment
                  
                  Property and equipment are comprised of land,  building 
                  and improvements, machinery and equipment, small tools, 
                  furniture  and fixtures, office equipment  and  automo-
                  biles.  These assets are recorded at cost. 
             
                  Depreciation for financial statement purposes is calcu-
                  lated  over estimated useful lives of three to  twenty-
                  five years, using the straight-line method.  
        
                  Maintenance  and  repairs  are charged  to  expense  as 
                  incurred.
        
                  Income Taxes
        
                  Deferred  income taxes reflect the net tax  effects  of 
                  temporary  differences between the carrying amounts  of 
                  assets and liabilities for financial reporting purposes 
                  and the amounts used for income tax purposes.
             
                  Earnings per Common Share
        
                  Earnings per common share were computed by dividing net 
                  income by the weighted average number of common  shares 
                  outstanding.
        






                          OPT-Sciences Corporation and Subsidiary
                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           November 1, 1997 and October 26, 1996
        
        NOTE 2 -  Inventories
        
                  Inventories consisted of the following:
        
                                                November 1,  October 26,  
                                                    1997         1996  
               
                   Finished Goods                $ 57,582     $ 47,760 
                   Raw materials and
                    supplies                       17,619       32,506      
                   Work in process                247,506      139,340 
        
                                                 $322,707     $219,606  
        
        NOTE 3 - Marketable Securities
                                        
                  Marketable  securities  consisted of the  following  at 
                  November 1, 1997 and October 26, 1996.
        
                                                   1997          1996
        
                     Common stock               $  4,116      $  4,088  
                     Preferred stock             326,280       218,837    
                     Corporate bonds              45,092        31,232    
                     Unit investment trusts          -0-        11,586   
                     U.S. treasury bills             -0-       295,219
        
                                                $375,488      $560,962
        
                  The  following is an analysis of marketable  securities 
                  available for sale at November 1, 1997 and October  26, 
                  1996.
        
                                                  1997           1996
        
                     Amortized cost basis      $342,943       $540,511
                     Gross unrealized gains      32,545         20,451     
                     Gross unrealized losses        -0-            -0-  
        
                                               $375,488       $560,962
        
                  Sales of securities available for sale during the years 
                  ended  November  1, 1997 and October 26, 1996  were  as 
                  follows:
                                                 1997            1996
        
                     Proceeds from sales       $330,461         $ 9,966
        
                     Gross realized gains      $  7,833         $ 2,657        







                          OPT-Sciences Corporation and Subsidiary
                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           November 1, 1997 and October 26, 1996
        
        
        
        NOTE 4 -  Income Taxes
        
                  The  provision for income taxes based on  earnings  re-
                  ported in the financial statements is as follows:
        
                  Current Tax Expense            November 1, October 26,     
                                                     1997        1996     
            
                   Federal                        $334,309      $220,860        
                   State                            97,361        64,565 
        
                     Total                        $431,670      $285,425 
        
                  The  Company has no deferred tax liabilities.  The  de-
                  ferred tax asset of $13,800 resulting from capital loss 
                  carryforwards  of  $69,088 was reduced by  a  valuation 
                  allowance  of  $13,800.  The Company does  not  believe 
                  that  it  is likely that it  will  generate  sufficient 
                  capital  gains  within the appropriate time  period  to 
                  offset those capital losses.
        
        
        NOTE 5 -  Major Customers
        
                  Two  customers accounted for  approximately  $1,976,100 
                  and $776,900 of net sales during the year ended  Novem-
                  ber 1, 1997 and approximately $800,200 and $694,200  of 
                  net sales during the year ended October 26, 1996.   The 
                  amount  due  from these customers,  included  in  trade 
                  accounts receivable, was approximately $724,600 for the 
                  year  ended November 1, 1997 and $326,500 for the  year 
                  ended October 26, 1996. 
        
        
        NOTE 6 -  Concentration of Credit Risk of Financial instruments
        
                  The  Company has various demand and time deposits  with 
                  three  financial institutions where the amount  of  the 
                  deposits  exceed  the federal insurance limits  of  the 
                  institution  on such deposits.  The maximum  amount  of 
                  accounting loss that would be incurred if an individual 
                  or group that makes up the concentration of the  depos-
                  its failed completely to perform according to the terms 
                  of  the deposit was $2,221,983 at November 1, 1997  and 
                  $2,018,724 at October 26, 1996.













                  Articles of Incorporation and
                             By-Laws


               TEMPERATURE ENGINEERING CORPORATION
                  CERTIFICATE OF INCORPORATION
				                  

	WE, THE UNDERSIGNED, in order to form a corporation for the purposes
 hereafter stated, under and pursuant to the provisions of the Revised Statutes
 of New Jersey, Title 14, Corporations, General, do hereby certify as follows:

	I.	The corporate name is TEMPERATURE ENGINEERING CORPORATION.

II. The registered office of the corporation is Union Landing Road & U.
 S. 130, Riverton, Burlington County, New Jersey, and Sidney H. Perlman is
 designated as the statutory agent therein, in charge thereof, and upon whom
 process against the corporation may be served.

	III.	The objects for which the corporation is established are primarily:
		To design, develop, manufacture, build, process, fabricate,
 assemble, sub-assemble, stamp, finish, buy, sell, distribute, install, repair,
 trade and deal in and with equipment, apparatus, appliances and devices of all
 kinds involving controlled or regulated temperatures and all tools, dies,
 stampings, machinery, processes, parts and commodities relating thereto, as
 well as electrical, electronic and mechanical articles and other products of
 every description manufactured from metal, wood and plastics.

	To acquire by purchase, lease or otherwise, hold, own, use, operate, sell,
 deal in and otherwise turn to account any real estate, buildings, machinery,
 equipment or articles of merchandise of every class and description.

	As subsidiary to and in connection with the foregoing from time to time
 the corporation may:

	Manufacture, purchase or otherwise acquire goods, wares, merchandise and
 personal property of every class and description, and hold, own, mortgage, sell
 or otherwise dispose of, trade, deal in and deal with the same.

	Acquire and undertake the good-will, property, rights, franchises,
 contracts and assets of every manner and kind and the liabilities of any
 person, firm, association or corporation, either wholly or in part, and pay the
 same in cash, stock or bonds of the corporation, or otherwise.

	Enter into, make, perform and carry out contracts of every kind and for
 any lawful purpose with any person, firm, association or corporation.

	Issue bonds, debentures or obligations of the corporation, and at the
 option of the corporation to secure the same by mortgage, pledge, deed of trust
 or otherwise.

	Acquire, hold, use, sell, assign, lease, grant, licenses in respect of,
 mortgage or otherwise dispose of letters patent of the United States or any
 foreign country, patents, patent rights, licenses and privileges, inventions,
 improvements and processes, trade-marks and trade-names, relating to or useful
 in connection with any business of the corporation.

	Hold, purchase or otherwise acquire, sell, assign, transfer, mortgage,
 pledge or otherwise dispose of shares of the capital stock and bonds,
 debentures or other evidences of indebtedness created by other corporation or
 corporations, and while the holder thereof, exercise all the rights and
 privileges of ownership, including the right to vote thereon.

	Purchase, hold and reissue the shares of its capital stock, its bonds or
 other securities.

	Remunerate any person or corporation for services rendered, or to be
 rendered, in placing or assisting to place or guaranteeing the placing or 
underwriting of any of the shares of stock of the corporation, or any 
debentures, bonds or other securities of the corporation, or in or about the
 formation or promotion of the corporation, or in the conduct of its business.

	With a view to the working and development of the properties of the
 corporation, and to effectuate, directly or indirectly, its objects and
 purposes, or any of them, the corporation may, in the discretion of the
 directors, from time to time carry on any other lawful business, manufacturing
 or otherwise, to any extent and in any manner not unlawful. 

	The corporation may conduct business in the State of New Jersey and
 elsewhere, including any of the states, territories, colonies or dependencies
 of the United States, the District of Columbia, and any and all foreign
 countries, colonies or dependencies of the United States, the District of
 Columbia, and any and all foreign countries, have one or more offices therein,
 and therein to hold, purchase, mortgage, lease, let, and convey real and
 personal property, except as and when forbidden by local laws.

	The foregoing clauses shall be construed both as objects and powers, but
 no recitation, expression or declaration of specific or special powers or
 purposes herein enumerated shall be deemed to be exclusive; but it is hereby
 expressly declared that all other lawful powers not inconsistent therewith are
 hereby included.

III. The corporation is authorized to issue capital stock to the extent
 of Fifteen Hundred (1500) shares, divided into One Thousand (1000) shares of
 Preferred Stock of the par value of Fifty Dollars ($50.00) each, and Five
 Hundred (500) shares of Common Stock without nominal or par value.


	The Preferred Stock may be issued as and when the Board of Directors shall
 determine and shall entitle the holder thereof to receive out of the net
 earnings, and the Corporation shall be bound to pay, a fixed non-cumulative
 dividend at the rate of, but not 



exceeding, four per centum per annum, payable annually at the discretion of the
 Board of Directors, before any dividend shall be set apart or paid on the
 Common Stock.

	The holders of the Preferred Stock shall, in case of liquidation or
 dissolution of the Corporation, before any amount shall be paid to the Holders
 of the Common Stock, be entitled to be paid in full, as to par, and no more.

	The Preferred Stock, or any part thereof, at the discretion of the
 Corporation, shall be subject to redemption at $52.00 per share at any time
 upon 30 days notice to the registered holder thereof.

	The voting powers of the stockholders shall be vested exclusively in the
 holders of the Common Stock, and the holders of the Preferred Stock, as such,
 shall be entitled to no voting powers whatsoever nor shall they be entitled to
 notice of any meetings.

	The shares of common stock without nominal or par value may be issued from
 time to time for such consideration as may be fixed and determined from time to
 time by the Board of Directors, and any and all such shares so issued when the
 consideration thereof, fixed by the Board of Directors, has been fully paid or
 delivered, shall be full paid stock and not liable to any further call or
 assessment thereon.

	No holders of any class of stock of this Corporation shall have any
 preemptive or preferential right of subscription to any shares of any class of
 stock of this Corporation, whether now or hereafter authorized, and such stock
 may be sold or issued to such person or persons as the Board of Directors may
 determine.

IV. The capital stock with which the corporation will commence business is 
subscribed by the incorporators as follows:
									 
									  NUMBER OF SHARES
NAME					ADDRESS			      COMMON      
Sidney H. Perlman		Union Landing Road &	   8
					   U. S. 130
					Riverton, New Jersey

Betty Lee Perlman		3217 Rhawn Street		   1
					Philadelphia, Penna.

Albert H. Gold			732 Bankers Securities	   1
					  Building
					Philadelphia, Penna.

VI. The corporation shall keep as its registered office in this State
 the transfer books, in which the transfers of stock shall be registered,
and the stock books, which shall contain the names and addresses of the
 stockholders and the number of shares held by them respectively, which
 shall at all times during the usual hours for business be open to the
 inspection of a stockholder in person with respect to his interest as
 such stockholder, or for a purpose germane to his status as such, upon
 application in writing to the registered agent of the corporation in
 charge of such office and having the custody of said books; but the
 registered agent may refuse permission to any stockholder to examine the
 same (except as to the entries affecting the shares owned by such
 stockholder), unless and until satisfied that such examination and the
 information to be acquired thereby are for a legitimate purpose and not
 for a purpose hostile to the interest of the corporation or its
 individual stockholder, and the determination of the registered agent
 shall be final, conclusive and binding upon all stockholders and all
 persons claiming under such stockholders.

VII. In furtherance and not in limitation of the powers conferred by
 statute, the Board of Directors are expressly authorized:

	To hold their meetings, to have one or more offices, and to keep the books
 of the corporation within or, except as otherwise provided by statute, without
 the State of New Jersey, at such places as may from time to time be designated
 by them.

	To determine from time to time whether, and, if allowed, under what
 conditions and regulations the accounts and books of the corporation shall be
 open to the inspection of the stockholders, and the stockholders' rights in
 this respect are and shall be restricted or limited accordingly, and no
 stockholder shall have any right to inspect any account or book or document of
 the corporation, except as conferred by statute or authorized by the Board of
 Directors or by resolution of the stockholders.
	To make, alter, amend and rescind the By-Laws of the corporation, to fix,
 determine from time to time and vary the amount to be reserved as working
 capital, to determine the time for the declaration and payment and the amount
 of each dividend on the stock, to determine and direct the use and disposition
 of any surplus or net profits, and to authorize and cause to be executed
 mortgages and liens upon the real and personal property of the corporation,
 provided always that a majority of the whole Board concur therein.

	Pursuant to the affirmative vote of the holders of a majority of the stock
 issued and outstanding at a stockholders' meeting duly convened, to sell,
 assign, transfer or otherwise dispose of the property, including the franchises
 of the corporation as an entirety, provided always that a majority of the whole
 Board concur therein.

	To appoint additional officers of the corporation, including one or more
 vice-presidents, one or more assistant treasurers, and one or more assistant
 secretaries; and, to the extent provided in the By-Laws, the persons so
 appointed shall have and may exercise all the powers of the president, of the
 treasurer and the secretary respectively, provided, however, that all vice
-presidents shall be chosen from the directors.

	By a resolution passed by a majority vote of the whole Board, under
 suitable provisions of the By-Laws, to designate two or more of their number to
 constitute an Executive Committee, which committee, shall, for the time being,
 as provided in said resolution, or in the By-Laws, have and exercise any or all
 the powers of the Board of Directors, which may be lawfully delegated, in the
 management of the business and affairs of the corporation, and shall have power
 to authorize the seal of the corporation to be affixed to all papers which may
 require it.

	The Board of Directors and the Executive Committee shall, except as
 otherwise provided by law, have power to act in the following manner, viz:  a
 resolution in writing, signed as affirmatively approved by all the members of
 the Board of Directors or by all the members of the Executive or other
 Committee, and thereafter with original or with duplicated signatures inserted
 in the recorded minutes and properly dated, shall be deemed to be 
action by such Board or such Committee, as the case may be, to the extent
 therein expressed, with the same force and effect as if the same had been duly
 passed by the same vote at a regularly convened meeting.


	Subject to the foregoing provisions the By-Laws may prescribe the number
 of directors to constitute a quorum at their meetings, and such number may be
 less than  a majority of the whole number.


	The corporation reserves the right to amend, alter, change or repeal any
 provision contained in this certificate in the manner now or hereafter
 prescribed by statute for the amendment of the certificate of incorporation.

	IN WITNESS WHEREOF, we have hereunto set our hands and seal this 5th day
 of November, 1956.

						Sidney H. Perlman /s/     (L.S.)

						Betty Lee Perlman /s/     (L.S.)

						Albert H. Gold /s/        (L.S.)

WITNESS to the foregoing
      signatures:

Carolyn Freud /s/                                


STATE OF PENNSYLVANIA	:
					:  ss
COUNTY OF PHILADELPHIA	:

	BE IT REMEMBERED that on this 5th day of November, A.D., one thousand nine
 hundred and fifty-six, before the undersigned, personally appeared, Sidney H.
 Perlman, Betty Lee Perlman and Albert H. Gold, who I am satisfied are the
 persons named in and who executed the foregoing certificate, and I having first
 made known to them, and each of them, the contents thereof, they did each
acknowledge that they signed, sealed and delivered the same as their voluntary
 act and deed.

							        Carolyn Freud /s/			Notary Public

My Commission Expires
     3/25/58                
           CERTIFICATE OF AMENDMENT OF CERTIFICATE OF
                          INCORPORATION
                         CERTIFICATE OF
              INCREASE OF AUTHORIZED CAPITAL STOCK
                               OF
  The TEMPERATURE ENGINEERING CORPORATION.  The location of the principal office
 in this State is at Union Landing & U.S. 130 in the City of Riverton, County of
 Burlington.  The name of the agent therein and in charge thereof upon whom
 process against the Corporation may be served, is SIDNEY H. PERLMAN.

                     RESOLUTION OF DIRECTORS
	
	The Board of Directors of the TEMPERATURE ENGINEERING CORPORATION, a
 corporation of New Jersey, on this 25th day of February, A.D., 1960, do hereby
 resolve and declare that it is advisable that the authorized capital be
 increased and the Certificate of Incorporation amended so Article IV shall read
 as follows:


	"IV - The Corporation is authorized to issue capital stock to the extent
 of 594,000 shares of the par value of 25 cents per share, amounting in the
 aggregate of $148,500.  No holders of any class of stock of this Corporation
 shall have any preemptive or preferential right of subscription to any shares
 of stock of this Corporation, whether now or hereafter authorized, and such
 stock may be sold or issued to such person or persons as the Board of Directors
 may determine", and do hereby call a meeting of the stockholders, to be held at
 the Company's office, in the city of Riverton on the 25th day of February,
 1960, at 11:00 A.M., to take action upon the above resolution.

                      CERTIFICATE OF CHANGE

	The TEMPERATURE ENGINEERING CORPORATION, a corporation of New Jersey, doth
hereby certify that it has increased its authorized capital stock and amended
its Certificate of Incorporation as herein above set forth -- said increase of
 capital stock -- having been declared by resolution of the board of directors
 of said corporation (above recited) to be advisable, and having been duly and
 regularly assented to by the vote of two-thirds in interest of each class of
 stockholders having voting powers, at a meeting duly called by the board of
 directors for that purpose.

	IN WITNESS WHEREOF, said corporation has made this certificate under its
 seal and the hands of its President and Secretary, the 26th day of February,
 A.D., of 1960.

							Sidney H. Perlman /s/ President

							Betty Lee Perlman /s/ Secretary

ATTEST:

Betty Lee Perlman /s/ Secretary
STATE OF NEW JERSEY		:
					:	ss
COUNTY OF BURLINGTON	:


	BE IT REMEMBERED, that on this 26th day of February, A.D., 1960, before
 me, the subscriber, a NOTARY PUBLIC, personally appeared Betty Lee Perlman,
 Secretary of the TEMPERATURE ENGINEERING CORPORATION, the corporation named in
 and which executed the foregoing certificate, who, being by me duly sworn,
 according to law, does depose and say and make proof to my satisfaction that
 she is the Secretary of said Corporation; that the seal affixed to said
 corporation certificate is the corporate seal of said corporation, the same
 being well known to her, that it was affixed by order of said corporation; that
 Sidney H. Perlman is president of said corporation; that she saw said Sidney H.
 Perlman as such president sign said certificate and affix said seal thereto and
 deliver said certificate, and heard him declare that he signed, sealed and
 delivered said certificate as the voluntary act and deed of said corporation,
 by its order and by authority of its Board of Directors and by the vote, either
 in person or by proxy, duly constituted and thereunto duly authorized, of more
 than two-thirds in interest of each class of said stockholders having voting
 powers, for the uses and purposes therein expressed; and that said Betty Lee
 Perlman signed her name thereto at the same time as subscribing witness.

	Subscribed and sworn to before me this day and year aforesaid.

							Donald C. Brared /s/       
							Notary Public
							Notary Public of New Jersey
           CERTIFICATE OF AMENDMENT OF CERTIFICATE OF 
                          INCORPORATION
                         CERTIFICATE OF
              INCREASE OF AUTHORIZED CAPITAL STOCK
                               OF
  The TEMPERATURE ENGINEERING CORPORATION.  The location of the principal office
 in this State is at Union Landing & U.S. 130 in the City of Riverton, County of
 Burlington.  

	The name of the agent therein and in charge thereof upon whom process
 against the Corporation may be served, is SIDNEY H. PERLMAN.

                     RESOLUTION OF DIRECTORS
	
	The Board of Directors of the TEMPERATURE ENGINEERING CORPORATION, a
 corporation of New Jersey, on this 30th day of March, A.D., 1962, do hereby
 resolve and declare that it is advisable that the authorized capital stock be
 increased and the Certificate of Incorporation amended so Article IV shall read
 as follows: "IV - The Corporation is authorized to issue capital stock to the
 extent of 1,000,000 shares of the par value of 25 cents per share, amounting in
 the aggregate of $250,000.00.  No holders of any class of stock of this
 Corporation shall have any preemptive or preferential right of subscription to
 any shares of stock of this Corporation, whether now or hereafter authorized,
 and such stock may be sold or issued to such person or persons as the Board of
 Directors may determine", and do hereby call a meeting of the stockholders, to
 be held at the Ivystone Manor, in the city of Pennsauken, New Jersey on the 2nd
 day of May, 1962, at 2:00 P.M., to take action upon the above resolution.

                      CERTIFICATE OF CHANGE

	The TEMPERATURE ENGINEERING CORPORATION, a corporation of New Jersey, doth
 hereby certify that it has increased its authorized capital stock and amended
 its Certificate of Incorporation as herein above set forth -- said increase of
 capital stock -- having been declared by resolution of the board of directors
 of said corporation (above recited) to be advisable, and having been duly and
 regularly assented to by the vote of two-thirds in interest of each class of
 stockholders having voting powers, at a meeting duly called by the board of
 directors for that purpose.

	IN WITNESS WHEREOF, said corporation has made this certificate under its
 seal and the hands of its President and Secretary, the 3rd day of May, A.D., of
 1962.

							Sidney H. Perlman /s/ President
							
							Albert H. Gold /s/    Secretary

ATTEST:

Albert H. Gold /s/ Secretary
STATE OF NEW JERSEY		:
					:	ss
COUNTY OF BURLINGTON	:


	BE IT REMEMBERED, that on this 3rd day of May, A.D., 1962, before me, the
 subscriber, a Notary Public, personally appeared ALBERT H. GOLD, Secretary of
 the TEMPERATURE ENGINEERING CORPORATION, the corporation named in and which
 executed the foregoing certificate, who, being by me duly sworn, according to
 law, does depose and say and make proof to my satisfaction that he is the
 Secretary of said Corporation; that the seal affixed to said corporation
 certificate is the corporate seal of said corporation, the same being well
 known to him, that it was affixed by order of said corporation; that Sidney H.
 Perlman is president of said corporation; that he saw said Sidney H. Perlman as
 such president sign said certificate and affix said seal thereto and deliver
 said certificate, and heard him declare that he signed, sealed and delivered
 said certificate as the voluntary act and deed of said corporation, by its
 order and by authority of its Board of Directors and by the vote, either in
 person or by proxy, duly constituted and thereunto duly authorized, of more
 than two-thirds in interest of each class of said stockholders having voting
 powers, for the uses and purposes therein expressed; and that said ALBERT H.
 GOLD signed his name thereto at the same time as subscribing witness.

	Subscribed and sworn to before me this day and year aforesaid.

							Fred A. Schletter /s/		Notary Public
							of New Jersey

My Commission expires
     8/7/65          
                    CERTIFICATE OF AMENDMENT
                               OF
                  CERTIFICATE OF INCORPORATION
                               OF
	OPT-SCIENCES CORPORATION (formerly known as TEMPERATURE ENGINEERING
 CORPORATION).  The location of the principal office in this State is at 1912
 Bannard Street, in the City of Riverton, County of Burlington, State of New
 Jersey, 08077.
(*Note:  The zip code must be included in the address)

	The name of the agent therein and in charge thereof upon whom process
against this corporation may be served, is EDWARD R. SANDERS.

	The Board of Directors of OPT-SCIENCES CORPORATION, a corporation of New
 Jersey, at a meeting held on the 4th day of December, A.D., 1968, adopted a
 resolution declaring it advisable that the certificate of incorporation be
 amended, which resolution reads as follows:

I. The corporate name is "OPT-SCIENCES CORPORATION." 

                      CERTIFICATE OF CHANGE
	
	OPT-SCIENCES CORPORATION (Formerly TEMPERATURE ENGINEERING CORPORATION) a
 corporation of New Jersey, doth hereby certify that it has amended its
 certificate of incorporation in the manner and respects set forth above, said
 amendment (s) having been declared by resolution of the Board of Directors of
 said corporation (above recited) to be advisable, and having been duly and
 regularly assented to by the vote of two-thirds in interest of each * of
 stockholders having voting powers, at a meeting duly called by the Board of
 Directors for that purpose.

	IN WITNESS WHEREOF, said corporation has made this certificate under its
 seal and the hands of its president and secretary, the 24th day of December,
 A.D., 1968.

							

							Edward R. Sanders /s/ President

							Arthur J. Kania /s/   Secretary
 
ATTEST:

Arthur J. Kania /s/   
   Secretary



(*In case of reduction in rate of preferred dividend, reduction of right to
 cumulative dividends, of reduction of redemption or liquidation price of
 preferred stock, the consent of two-thirds in interest of the preferred
 stockholders affected thereby is required, even though, according to the
 charter, such stock has limited or no voting rights.)
	(When the acknowledgment is taken before a Notary Public in any state
 there is no necessity of obtaining a county clerk's certificate, but
 acknowledgment must contain the recital that he is a Notary Public of the state
 in which the acknowledgment is taken).


STATE OF PENNSYLVANIA	:
					:	ss
COUNTY OF PHILADELPHIA	:


	BE IT REMEMBERED, that on this 24th day of December, A.D., 1968, before
 me, the subscriber, a Notary Public in the State of Pennsylvania, personally
 appeared ARTHUR J. KANIA, Secretary of OPT-SCIENCES CORPORATION, the
 corporation named in and which executed the foregoing certificate, who, being
 by me duly sworn, according to law, does depose and say and make proof to my
 satisfaction that he is the Secretary of said corporation; that the seal
 affixed to said corporation certificate is the corporate seal of said
 corporation; that EDWARD R. SANDERS is President of said corporation; that he
 saw said EDWARD R. SANDERS as such president sign said certificate and affix
 said seal thereto and deliver said certificate, and hear him declare that he
 signed, sealed and delivered said certificate, as the voluntary act and deed of
 said corporation, by its order and by authority of its Board of Directors and
 by the vote, either in person or by proxy, duly constituted and thereunto duly
 authorized, of more than two-thirds in interest of each class of said
 stockholders having voting powers, for the uses and purposes therein expressed;
 and that said ARTHUR J.KANIA, secretary signed his name thereto as subscribing
 witness.

	Subscribed and sworn to before me the day and year aforesaid.

Shirley E. O'Neill /s/					                  /s/
    Notary Public						   Arthur J. Kania


My commission expires
    11/20/72          

	
                                






                    OPT-SCIENCES CORPORATION

                            * * * * *

                          B Y - L A W S

                            * * * * *


                            ARTICLE I

                             OFFICES


	Section 1.  The principal office shall be located at 1912 Bannard Street,
Cinnaminson, New Jersey.

	Section 2.  The corporation may also have offices at such other places
 both within and without the State of New Jersey as the board of directors may
 from time to time determine or the business of the corporation may require.


                           ARTICLE II
                 ANNUAL MEETINGS OF SHAREHOLDERS

	Section 1.  Meetings of shareholders for the election of directors shall
 be held at the principal office or at such other place or places as may be
 fixed from time to time by the board of directors.

	Section 2.  The annual meeting of shareholders shall be held on the 4th
 Wednesday of March, if not a legal holiday, and if a legal holiday, then on the
 next secular day following, at 2:00 PM, or at such other date and time as shall
 be fixed from time to time by the board of directors and stated in the notice
 of meeting, at which the shareholders shall elect a board of directors, and
 transact such other business as may properly be brought before the meeting.

	Section 3.  Written notice of the annual meeting stating the time, place
 and purpose or purposes of the meeting shall be delivered not less than ten nor
 more than sixty days before the date of the meeting, either personally or by
 mail, to each shareholder of record entitled to vote at such meeting.


                           ARTICLE III
                SPECIAL MEETINGS OF SHAREHOLDERS

	Section 1.  Special meetings of shareholders for any purpose other than
 the election of directors may be held at such time and place within or without
 the State of New Jersey as shall be stated in the notice of the meeting or in a
 duly executed waiver of notice thereof.

	Section 2.  Special meetings of the shareholders, for any purpose or
 purposes, unless otherwise prescribed by statute or by the certificate of
 incorporation, may be called by the president, the board of directors, or the
 holders of not less than twenty percent of all the shares entitled to vote at
 the meeting.  Special meetings of the shareholders may be called also by the
 chairman of the board of directors.

	Section 3.  Written notice of a special meeting stating the time, place,
 and purpose or purposes of the meeting shall be delivered not less than ten nor
 more than sixty days before the date of the meeting, either personally or by
 mail, by or at the direction of the president, the secretary, or the officer or
 persons calling the meeting, to each shareholder of record entitled to vote at
 such meeting.

	Section 4.  Business transacted at any special meeting shall be confined
 to the purpose or purposes stated in the notice thereof.

                           ARTICLE IV
                   QUORUM AND VOTING OF STOCK

	Section 1.  The holders of a majority of the shares of stock issued and
 outstanding and entitled to vote, represented in person or by proxy, shall
 constitute a quorum at all meetings of the shareholders for the transaction of
 business except as otherwise provided by statute or by the certificate of
 incorporation.  If however, such quorum shall not be present or represented at
 any meeting of the shareholders, the shareholders present in person or
 represented by proxy shall have power to adjourn the meeting from time to time,
 without notice other than announcement at the meeting, until a quorum shall be
 present or represented.  At such adjourned meeting at which a quorum shall be
 present or represented any business may be transacted which might have been
 transacted at the meeting as originally notified.

	Section 2.  If a quorum is present, the affirmative vote of a majority of
 the shares of stock represented at the meeting shall be the act of the
 shareholders unless the vote of a greater number of shares of stock is required
 by law or the certificate of incorporation.

	Section 3.	Each outstanding share of stock, having voting power, shall be
 entitled to one vote on each matter submitted to a vote at a meeting of
 shareholders, unless otherwise provided in the certificate of incorporation.  A
 shareholder may vote either in person or by proxy executed in writing by the
 shareholder or by his agent.

	In all elections for directors every shareholder entitled to vote shall
 have the right to vote, in person or by proxy, the number of shares of stock
 owned by him, for as many persons as there are directors to be elected.


	Section 4.  Any action required to be taken at a meeting of the
 shareholders may be taken without a meeting if a consent in writing, setting
 forth the action so taken, shall be signed by all of the shareholders entitled
 to vote with respect to the subject matter thereof.

                            ARTICLE V
                            DIRECTORS

	Section 1.  The number of directors which shall constitute the whole board
 of directors shall be not more than five (5), which number shall be set by the
 Board of Directors prior to each election.  Directors need not be residents of
 the State of New Jersey nor shareholders of the corporation.  The directors
 shall be elected at the annual meeting of the shareholders, and each director
 elected shall serve until the next succeeding annual meeting and until his
 successor shall have been elected and qualified.

	Section 2.  Unless otherwise provided in the certificate of incorporation,
 any vacancy occurring in the board of directors may be filled by the
 affirmative vote of a majority of the remaining directors though less than a
 quorum of the board of directors at any meeting of the board.  A director
 elected to fill a vacancy shall be elected for the unexpired portion of the
 term of his predecessor in office.

	Any directorship to be filled by reason of an increase in the number of
 directors shall be filled by election at an annual meeting or at a special
 meeting of shareholders called for that purpose.  A director elected to fill a
 newly created directorship shall serve until the next succeeding annual meeting
 of shareholders and until his successor shall have been elected and qualified.

	Section 3.  The business affairs of the corporation shall be managed by
 its board of directors which may exercise all such powers of the corporation
 and do all such lawful acts and things as are not be statute or by the
 certificate of incorporation or by these by-laws directed or required to be
 exercised or done by the shareholders.

	Section 4.  The directors may keep the books and records of the
 corporation, except such as are required by law to be kept within the state,
 outside of the State of New Jersey, at such place or places as they may from
 time to time determine.

	Section 5.  The board of directors, by the affirmative vote of a majority
 of the directors then in office, and irrespective of any personal interest of
 any of its members, shall have authority to establish reasonable compensation
 of all directors for services to the corporation as directors, officers or
 otherwise.

                           ARTICLE VI
               MEETINGS OF THE BOARD OF DIRECTORS

	Section 1.  Meetings of the board of directors, regular or special, may be
 held either within or without the State of New Jersey.

	Section 2.  Regular meetings of the board of directors may be held upon
 such notice, or without notice, and at such time and at such place as shall
 from time to time be determined by the board.

	Section 3.  Special meetings of the board of directors may be called by
 the president on two days' notice to each director, either personally or by
 mail or by telegram; special meetings shall be called by the president or
 secretary in like manner and on like notice on the written request of two
 directors.  Notice need not be given to any director who signs a waiver of
 notice, whether before or after the meeting.

	Section 4.  Any or all directors may participate in a meeting of the board
 or a committee of the board by means of a conference telephone or any means of
 communication by which all persons participating  in the meeting are able to
 hear each other.

	Section 5.  Attendance or participation of a director at any meeting shall
 constitute a waiver of notice of such meeting, except where a director attends
 for the express purpose of objecting to the transaction of any business because
 the meeting is not lawfully called or convened.  Neither the business to be
 transacted at, nor the purpose of, any regular or special meeting of the board
 of directors need be specified in the notice or waiver of notice of such
 meeting.


	Section 6.  Two of the directors shall constitute a quorum for the
 transaction of business unless a greater or lesser number is required by
 statute or by the certificate of incorporation.  The act of a majority of the
 directors present at any meeting at which a quorum is present shall be the act
 of the board of directors, unless the act of a greater or lesser number is
 required by statute or by the certificate of incorporation.  If a quorum shall
 not be present at any meeting of directors, the directors present there may
 adjourn the meeting from time to time, without notice other than announcement
 at the meeting, until a quorum shall be present.

	Section 7.  Unless otherwise provided by the certificate of incorporation,
 any action required to be taken at a meeting of the board, or any committee
 thereof, shall be deemed the action of the board of directors or of a committee
 thereof, if all directors or committee members, as the case may be, execute
 either before or after the action is taken, a written consent thereto, and the
 consent is filed with the records of the corporation.

                           ARTICLE VII
                       EXECUTIVE COMMITTEE

	Section 1.  The board of directors, by resolution adopted by a majority of
 the number of directors fixed by the by-laws or otherwise, may designate one or
 more directors to constitute an executive committee, which committee, to the
 extent provided in such resolution, shall have and exercise all of the
 authority of the board of directors in the management of the corporation,
 except as otherwise required by law.  Vacancies in the membership of the
 committee shall be filled by the board of directors at a regular or special
 meeting of the board of directors.  The executive committee shall keep regular
 minutes of its proceedings and report the same to the board when required.

                          ARTICLE VIII
                             NOTICES

	Section 1.  Whenever, under the provisions of the statutes or of the
 certificate of incorporation or of these by-laws, notice is required to be
 given to any director or shareholder, it shall not be construed to mean
 personal notice, but such notice may be given in writing, by mail, addressed to
 such director or shareholder, at his address as it appears on the records of
 the corporation, with postage thereon prepaid, and such notice shall be deemed
 to be given at the time when the same shall be deposited in the United States
 mail.  Notice to directors may also be given by telegram.

	Section 2.  Whenever any notice whatever is required to be given under the
 provisions of the statutes or under the provisions of the certificate of
 incorporation or these by-laws, a waiver thereof in writing signed by the
 person or persons entitled to such notice, whether before or after the time
 stated therein, shall be deemed equivalent to the giving of such notice.

                           ARTICLE IX
                            OFFICERS

	Section 1.  The officers of the corporation shall be chosen by the board
 of directors and shall be a president, a treasurer and a secretary.  The board
 of directors may also choose one or more vice-presidents, and one or more
 assistant secretaries and assistant treasurers.

	Section 2.  The board of directors at its first meeting after each annual
 meeting of shareholders shall choose a president, a treasurer and a secretary,
 none of whom need be a member of the board.

	Section 3.  The board of directors may appoint such other officers and
 agents as it shall deem necessary who shall hold their offices for such terms
 and shall exercise such powers and perform such duties as shall be determined
 from time to time by the board of directors.

	Section 4.  The salaries of all officers and agents of the corporation
 shall be fixed by the board of directors.

	Section 5.  The officers of the corporation shall hold office until their
 successors are chosen and qualify.  Any officer elected or appointed by the
 board of directors may be removed at any time 

by the affirmative vote of a majority of the board of directors.  Any vacancy
 occurring in any office of the corporation shall be filled by the board of
 directors.

                          THE PRESIDENT

	Section 6.  The president shall be the chief executive officer of the
 corporation, shall preside at all meetings of the shareholders and the board of
 directors, shall have general and active management of the business of the
 corporation and shall see that all orders and resolutions of the board of
 directors are carried into effect.

	Section 7.  He shall execute bonds, mortgages and other contracts
 requiring a seal, under the seal of the corporation, except where required or
 permitted by law to be otherwise signed and executed and except where the
 signing and execution thereof shall be expressly delegated by the board of
 directors to some other officer or agent of the corporation.

                       THE VICE-PRESIDENTS

	Section 8.  The vice-president, or if there shall be more than one, the
 vice-presidents in the order determined by the board of directors, shall, in
 the absence or disability of the president, perform such other duties and have
 such other powers as the board of directors may from time to time prescribe.

             THE SECRETARY AND ASSISTANT SECRETARIES

	Section 9.  The secretary or any assistant secretary shall record all the
 proceedings of the meetings of the corporation and of the board of directors in
 a book to be kept for the purpose and shall perform like duties for the
 standing committees when required.  He shall give, or cause to be given, notice
 of all meetings of the shareholders and special meetings of the board of
 directors, and shall perform such other duties as may be prescribed by the
 board of directors or president, under whose supervision he shall be.  He shall
 have custody of the corporate seal of the corporation and he, or an assistant
 secretary, shall have authority to affix the same to any instrument requiring
 it and when so affixed, it may be attested by his signature or by the signature
 of such assistant secretary.  The board of directors may give general authority
 to any other officer to affix the seal of the corporation and to attest the
 affixing by his signature.

	Section 10.  The assistant secretary, or if there be more than one, the
 assistant secretaries in the order determined by the board of directors, shall,
 in the absence or disability of the secretary, perform the duties and exercise
 the powers of the secretary and shall perform such other duties and have such
 other powers as the board of directors may from time to time prescribe.

             THE TREASURER AND ASSISTANT TREASURERS

	Section 11.  The treasurer shall have the custody of the corporate funds
 and securities and shall keep full and accurate accounts of receipts and
 disbursements in books belonging to the corporation and shall deposit all
 monies and other valuable effects in the name and to the credit of the
 corporation in such depositories as may be designated by the board of
 directors.

	Section 12.  He shall disburse the funds of the corporation as may be
 ordered by the board of directors, taking proper vouchers for such
 disbursements, and shall render to the president and the board of directors, at
 its regular meetings, or when the board of directors so requires, an account of
 all his transactions as treasurer and of the financial condition of the
 corporation.

	Section 13.  If required by the board of directors, he shall give the
 corporation a bond in such sum and with such surety or sureties as shall be
 satisfactory to the board of directors for the faithful performance of the
 duties of his office and for the restoration to the corporation, in case of his
 death, resignation, retirement or removal from office, of all books, papers,
 vouchers, money and other property of whatever kind in his possession or under
 his control belonging to the corporation.

	Section 14.  The assistant treasurer, or, if there shall be more than one,
 the assistant treasurers in the other determined by the board of directors,
 shall, in the absence or disability of the treasurer, perform the duties and
 exercise the powers of the treasurer and shall perform such other duties and
 have such other powers as the board of directors may from time to time
 prescribe.

                            ARTICLE X
                     CERTIFICATES FOR SHARES

	Section 1.  The shares of the corporation shall be represented by
 certificates signed by, the chairman or vice-chairman of the board, or the
 president or a vice-president and by the treasurer or an assistant treasurer,
 or the secretary or an assistant secretary of the corporation, and may be
 sealed with the seal of the corporation or a facsimile thereof.

	When the corporation is authorized to issue shares of more than one class
 there shall be set forth upon the face or back of the certificate, or the
 certificate shall have a statement that the corporation will furnish to any
 shareholder upon request and without charge, a full statement of the
 designations, preferences, limitations and relative rights of the shares of
 each class authorized to be issued and, if the corporation is authorized to
 issue any preferred or special class in series, in variations in the relative
 rights and preferences between the shares of each such series so far as the
 same have been fixed and determined and the authority of the board of directors
 to fix and determine the relative rights and preferences of subsequent series.

	Section 2.  The signatures of the officers of the corporation upon a
 certificate may be facsimiles if the certificate is countersigned by a transfer
 agent, or registered by a registrar, other than the corporation itself or an
 employee of the corporation.  In case any officer who has signed or whose
 facsimile signature has been placed upon such certificate shall have ceased to
 be such officer before such certificate is issued, it may be issued by the
 corporation with the same effect as if he were such officer at the date of its
 issue.

                        LOST CERTIFICATES

	Section 3.  The board of directors may direct a new certificate to be
 issued in place of any certificate theretofore issued by the corporation
 alleged to have been lost or destroyed.  When authorizing such issue of a new
 certificate, the board of directors, in its discretion and as a condition
 precedent to the issuance thereof, may prescribe such terms and conditions as
 it deems adequate, to protect the corporation from any claim that may be made
 against it with respect to any such certificate alleged to have been lost or
 destroyed.

                       TRANSFERS OF SHARES

	Section 4.  Upon surrender to the corporation or the transfer agent of the
 corporation of a certificate representing shares duly endorsed or accompanied
 by proper evidence of succession, assignment or authority to transfer, a new
 certificate shall be issued to the person entitled thereto, and the old
 certificate cancelled and the transaction recorded upon the books of the
 corporation.

                    CLOSING OF TRANSFER BOOKS

	Section 5.  For the purpose of determining shareholders entitled to notice
 of or to vote at any meeting of shareholders, or any adjournment thereof or
 entitled to receive payment of any dividend, or in order to make a
 determination of shareholders for any other proper purpose, the board of
 directors may provide that the stock transfer books shall be closed for a
 stated period but not to exceed, in any case, sixty days.  If the stock
 transfer books shall be closed for the purpose of determining shareholders
 entitled to notice of or to vote at a meeting of shareholders, such books shall
 be closed for at least ten days immediately preceding such meeting.  In lieu of
 closing the stock transfer books, the board of directors may fix in advance a
 date as the record date for any such determination of shareholders, such date
 in any case to be not more than sixty days and, in case of a meeting of
 shareholders, not less than ten days prior to the date on which the particular
 action, requiring such determination of shareholders, is to be taken.  If the
 stock transfer books are not closed and no record date is fixed for the
 determination of shareholders entitled to notice of or to vote at a meeting of
 shareholders, or shareholders entitled to receive payment of a dividend, the
 record date for the determination of shareholders entitled to notice of or to
 vote at a meeting of shareholders shall be the close of business on the day
 next preceding the day on which notice is given, or, if no notice is given, the
 day next preceding the day on which the meeting is held; and the record date
 for determining shareholders for any other purpose shall be at the close of
 business on the day on which the resolution of the board relating thereto is
 adopted.  When a determination of shareholders entitled to vote at any meeting
 of shareholders has been made as provided in this section, such determination
 shall apply to any adjournment thereof.

                     REGISTERED SHAREHOLDERS

	Section 6.  The corporation shall be entitled to recognize the exclusive
 right of a person registered on its books as the owner of shares to receive
 dividends, and to vote as such owner, and to hold liable for calls and
 assessments a person registered on its books as the owner of shares, and shall
 not be bound to recognize any equitable or other claim to or interest in such
 share or shares on the part of any other person, whether or not it shall have
 express or other notice thereof, except as otherwise provided by the laws of
 New Jersey.

                      LIST OF SHAREHOLDERS

	Section 7.  The officer or agent having charge of the transfer books for
 shares shall make, and certify a complete list of the shareholders entitled to
 vote at a shareholders' meeting, or adjournment thereof, arranged in
 alphabetical order within each class and series, with the address of, and the
 number of shares held by each shareholder, which list shall be produced and
 kept open at the time and place of the meeting and shall be subject to the
 inspection of any shareholder during the whole time of the meeting.  Such list
 shall be prima facie evidence as to who are the shareholders
 entitled to examine such list or to vote at any meeting of the shareholders.


                           ARTICLE XI
                       GENERAL PROVISIONS
                            DIVIDENDS

	Section 1.  Subject to the provisions of the certificate of incorporation
 relating thereto, if any, dividends may be declared by the board of directors
 at any regular or special meeting, pursuant to law.  Dividends may be paid in
 cash, in its bonds, in its own shares or other property including the shares or
 bonds of other corporations subject to any provisions of law and of the
 certificate of incorporation.

	Section 2.  Before payment of any dividend, there may be set aside out of
 any funds of the corporation available for dividends such sum or sums as the
 directors from time to time, in their absolute discretion, think proper as a
 reserve fund to meet contingencies, or for equalizing dividends, or for
 repairing or maintaining any property of the corporation, or for such other
 purpose as the directors shall think conducive to the interest of the
 corporation, and the directors may modify or abolish any such reserve in the
 manner in which it was created.

                             CHECKS

	Section 3.  All checks or demands for money and notes of the corporation
 shall be signed by such officer or officers or such other person or persons as
 the board or directors may from time to time designate.

                           FISCAL YEAR

	Section 4.  The fiscal year of the corporation shall be fixed by
 resolution of the board of directors.



                              SEAL

	Section 5.  The corporate seal shall have inscribed thereon the name of
 the corporation, the year of its organization and the words "Corporate Seal,
 New Jersey".  The seal may be used by causing it or a facsimile thereof to be
 impressed or affixed or in any manner reproduced.

                           ARTICLE XII

	Directors, officers, employees and "corporate agents"
 may be indemnified in the manner and to the full extent permitted by Section
 14A:3-5 of the Business Corporation Act of New Jersey and indemnification of
 such parties shall be made in the manner and to the extent required by the Act.


                          ARTICLE XIII

	Section 1.  These By-Laws may be altered, amended, or repealed or new By
-Laws may be adopted by the affirmative vote of a majority of the Board of
 Directors at any regular or special meeting of the board, subject to any
 provision in the certificate of incorporation reserving to the shareholders the
 power to adopt, amend, or repeal By-Laws, but By-Laws made by the board may be
 altered or repealed and new By-Laws made by the shareholders.  The shareholders
 may prescribe that any By-Law made by them shall not be altered or repealed by
 the board.

	Section 2.  Emergency By-Laws may be adopted in accordance with Section
 14A:2-10 of the Business Corporation Act of New Jersey and the president, any
 vice-president, secretary, treasurer and assistant secretary or assistant
 treasurer shall to the extent required to provide a quorum be deemed director
 for meeting during an emergency as contemplated by that Section.

21.	List of Subsidiaries
                                
			O & S Research, Inc.
                           SIGNATURES

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


						OPT-SCIENCES CORPORATION


						By:                                
                             		Anderson L. McCabe
						     President

Date:  January   , 1998


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

	SIGNATURE				TITLE			DATE

                         	President	and	January   , 1998
Anderson L. McCabe			Director		

                         	Secretary, 	January   , 1998
Arthur J. Kania			Treasurer and 
						Director			
												
                         	Director   	January   , 1998
Arthur J. Kania, Jr.

                         	Chief      	January   , 1998
Harvey Habeck				Accountant