OSMONICS, INC.
                        CONSOLIDATED STATEMENTS OF OPERATIONS
                          (In thousands, except share data)


                                              Year ended December 31,
                                            1998      1997       1996
                                          --------  --------   --------
            Sales                         $177,819  $164,905   $155,946

            Cost of sales                  114,718    99,860     92,523

            Gross profit                    63,101    65,045     63,423

            Operating expenses:
              Selling, general and
              administrative                43,487    39,603     35,079
              Research, development and
              engineering                    9,913    10,635     10,937
              Special charges                7,988     1,448        -
                                            61,388    51,686     46,016
            Income from operations           1,713    13,359     17,407

            Other income (expense), net:
              Interest income                  668       913      1,023
              Interest expense              (4,288)   (2,226)    (1,594)
              Other                            829       344      3,072

                                            (2,791)     (969)     2,501
            Income (loss) from
            continuing operations
            before income taxes             (1,078)   12,390     19,908

            Income taxes (benefit)
            (Note 11)                          (25)    3,927      6,441

            Income (loss) from
            continuing operations           (1,053)    8,463     13,467

            Recovery on discontinued
            operations
            (less income tax of $617)          -       1,330        -

            Net income (loss)              $(1,053)  $ 9,793   $ 13,467

            Earnings (loss) per share -
            basic (Note 16)
              Income (loss) from
              continuing operations         $(0.08)    $0.60      $0.95
              Net income (loss)             $(0.08)    $0.70      $0.95

            Earnings (loss) per share -
            assuming dilution (Note 16)
              Income (loss) from
              continuing operations         $(0.08)    $0.59      $0.93
              Net income (loss)             $(0.08)    $0.68      $0.93

            The accompanying notes are an integral part of the
            consolidated financial statements.


                                  OSMONICS, INC.
                            CONSOLIDATED BALANCE SHEETS
                          (In thousands, except share data)


                                                         December 31,
                                                       1998        1997
                                                      -------     -------
            ASSETS
            Current assets:
             Cash and cash equivalents                $   576      $4,872
             Marketable securities (Note 3)            14,271      17,004
             Trade accounts receivable, net of
              allowance for doubtful accounts of
              $1,057 in 1998 and $888 in 1997          34,767      28,969
             Inventories (Note 4)                      28,123      35,228
             Deferred tax assets (Note 12)              6,610       1,413
             Other current assets                       5,034       1,639
               Total current assets                    89,381      89,125
             Property and equipment, at cost:
              Land and land improvements                5,606       5,535
              Buildings                                30,568      29,278
              Machinery and equipment                  69,510      62,770
                                                      105,684      97,583
              Accumulated depreciation                (48,871)    (42,550)
                                                       56,813      55,033
             Cash restricted for purchase and
              construction of equipment (Note 5)          560       1,130
             Goodwill, net of accumulated
              amortization of $2,214 in 1998 and
              $960 in 1997                             43,927      15,257
             Long-term investments                      1,016       1,016
             Other assets, net of accumulated
              amortization of intangible assets of
              $709 in 1998 and $412 in 1997             2,352       2,922
               Total assets                          $194,049    $164,483

             LIABILITIES AND SHAREHOLDERS' EQUITY
             Current liabilities:
              Accounts payable                         $ 9,156    $ 9,728
              Line of credit advances (Note 6)          26,000     14,012
              Notes payable and current portion of
              long-term debt (Note 9)                    2,177      2,162
              Accrued compensation and employee
              benefits                                   4,475      6,125
              Other accrued liabilities (Note 8)        13,597     11,825
               Total current liabilities                55,405     43,852
             Long-term debt (Note 9)                    31,665     13,792
             Deferred income taxes (Note 12)             4,806      4,439
             Other liabilities                              18         25
             Commitments and contingencies (Note 14)
             Shareholders' equity (Note 10):
              Common stock, $0.01 par value
               Authorized -- 50,000,000 shares
               Issued -- 1998:  13,991,291 and 1997:
               13,943,544 shares                           140        140
              Capital in excess of par value            20,733     20,261
             Retained earnings                          79,075     80,128
             Other comprehensive income                  2,207      1,846
              Total shareholders' equity               102,155    102,375
             Total liabilities and shareholders'
             equity                                   $194,049   $164,483

             The accompanying notes are an integral part of the
             consolidated financial statements.


                                   OSMONICS, INC.
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (In thousands)


                                                Year ended December 31,
                                              1998       1997      1996
                                             -------    -------   -------
       Cash flows from operations:
         Net income (loss)                   $(1,053)   $ 9,793   $13,467
         Non-cash items included in net
         income:
           Depreciation and amortization       7,964      5,791     4,874
           Deferred income taxes              (2,059)     1,176     1,849
           Gain on sale of land and           (1,285)      (573)   (3,396)
             investments
           Special charges                     9,988      1,448       -
           Recovery on discontinued
             operations                          -       (1,947)      -
         Changes in assets and liabilities
         (net of business acquisitions):
           Accounts receivable                (3,774)     1,370    (4,648)
           Inventories                         7,367      1,806    (3,349)
           Other current assets               (3,052)       457       155
           Accounts payable and accrued
             liabilities                      (5,994)    (2,553)   (3,216)
           Net cash provided by operations     8,102     16,768     5,736 

       Cash flows from investing
         activities:
         Business acquisitions (net of cash
         acquired)                           (39,880)   (13,992)      -
         Purchase of investments                (808)      (902)   (1,418)
         Maturities and sales of
         investments                           4,480      2,478     9,570
         Purchase of property and equipment   (7,808)    (6,609)  (15,658)
         Sales of property and equipment         110        456     2,535
         Pending acquisition costs               -       (1,200)      -
         Other                                   424       (245)     (169)
           Net cash used in investing
            activities                       (43,482)   (20,014)   (5,140)

       Cash flows from financing
         activities:
         Proceeds from notes payable and
         current debt                         32,000     16,967       882
         Reduction of long-term debt          (2,264)   (10,394)   (2,219)
         Cash restricted for purchase and
         construction of Equipment               570        830        74
         Issuance of common stock                472        934     1,324
         Purchase of common stock                -       (5,249)      - 
           Net cash provided by financing
            activities                        30,778      3,088        61

         Effect of exchange rate changes on
         cash                                    306       (362)        6
       Increase (decrease) in cash and cash
         equivalents                          (4,296)      (520)      663
       Cash and cash equivalents -
         beginning of year                     4,872      5,392     4,729
       Cash and cash equivalents - end of 
         year                                 $  576     $4,872   $ 5,392

       The accompanying notes are an integral part of the
       consolidated financial statements.


                                    OSMONICS, INC.
             CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                           (In thousands, except share data)


                                           Capital          Accum-
                                             in             ulated
                                           Excess   Ret-     Other     Total
                                             of     ained   Compre-    Share-
                           Common Stock      Par    Earn-   hensive   holders
                          Shares    Amount  Value   ings   Income(2)   Equity
      Balance -
       January 1,
       1996              14,086,007 $141   $21,805 $58,314   $4,013   $84,273
       Comprehensive
       income
        Net income              -    -         -    13,467      -      13,467
        Other
        compre-
        hensive
        income(1)
         Trans-
          lation
          adjustment            -    -         -       -       (291)     (291)
         Marketable
          securities
          adjustment
          (3)                   -    -         -       -       (830)     (830)
       Other
       comprehensive
       income                   -    -         -       -     (1,121)   (1,121)
       Total
       comprehensive
       income                   -    -         -       -         -     12,346
       Employee
       stock
       purchase
       plans                107,232    1     1,323     -         -      1,324

      Balance -
       December 31,
       1996              14,193,239  142    23,128  71,781     2,892   97,943
       Comprehensive
       income
        Net income              -    -         -     9,793       -      9,793
        Other
        compre-
        hensive
        income(1)
        Trans-lation
        adjustment              -    -         -       -        (362)    (362)
        Marketable
        securities
        adjustment (3)          -    -         -       -        (684)    (684)
       Other
       comprehensive
       income                   -    -         -       -      (1,046)  (1,046)
       Total
       comprehensive
       income                   -    -         -       -         -      8,747
       Purchase of
       common stock       (316,100)   (3)   (3,800) (1,446)      -     (5,249)
       Employee stock
       purchase plans       66,405     1       933     -         -        934
    
      Balance -
       December 31,
       1997             13,943,544   140    20,261  80,128     1,846  102,375
       Comprehensive
       income (loss)
        Net loss               -     -         -    (1,053)      -     (1,053)
        Other
        compre-
        hensive
        income(1)
        Translation
        adjustment             -     -         -       -         306      306
        Marketable
        securities
        adjustment (3)         -     -         -       -          55       55
       Other
       comprehensive
       income                  -     -         -       -         361      361
       Total
       comprehensive
       income (loss)           -     -         -       -         -       (692)
       Employee stock
       purchase plans       64,819   -         664     -         -        664
       401(k) stock
       match                23,468   -         234     -         -        234
       Recovery of
       common stock        (40,540)  -        (426)    -         -       (426)

      Balance -
       December 31,  
       1998            $13,991,291  $140   $20,733 $79,075    $2,207 $102,155

      (1) All items included in other comprehensive income are shown net
          of taxes.  The tax effect for the marketable securities
          adjustment was $22, $(265), and $(315) for 1998, 1997 and 1996,
          respectively.

      (2) Accumulated other comprehensive income is comprised of
          accumulated currency translation of $(28), $(334) and $28; and
          marketable securities adjustment of $2,235, $2,180 and $2,864 at
          December 31, 1998, 1997 and 1996, respectively.

      (3) Marketable securities reclassification adjustment for gains
          realized in net income (net of tax) was $859, $573 and $2,766
          for 1998, 1997 and 1996, respectively.


                                 FIVE-YEAR RESULTS
                     (In thousands, except per share amounts)

            INCOME DATA:  (Restated for poolings-of-interests)

                                       Year ended December 31,
                               1998     1997     1996     1995     1994
                             -------- -------- -------- -------- --------
            Sales            $177,819 $164,905 $155,946 $130,783 $112,908

            Income (loss)
            rom continuing
            operations         (1,053)   8,643   13,467   11,879   10,454

            Net income
            (loss)             (1,053)   9,793   13,467   11,879   10,454

            Earnings (loss)
             per share -
             basic (Note 16)
            Income (loss)
             from continuing
             operations        $(0.08)   $0.60    $0.95    $0.84    $0.75
            Net income
             (loss)            $(0.08)   $0.70    $0.95    $0.84    $0.75

            Earnings (loss)
             per share -
             assuming
             dilution
             (Note 16)
            Income (loss)
             from continuing
             operations        $(0.08)   $0.59    $0.93    $0.83    $0.74
            Net income
             (loss)            $(0.08)   $0.68    $0.93    $0.83    $0.74

            Average shares
            outstanding
              Basic            13,976   14,031   14,145   14,058   13,941
              Assuming
              dilution         13,976   14,313   14,458   14,365   14,206


            BALANCE SHEET DATA:  (Restated for poolings-of-interests)

            Total assets     $194,049 $164,483 $152,176 $142,419 $110,715

            Long-term debt     31,665   13,792   15,900   20,919   14,475


                              QUARTERLY FINANCIAL DATA
                      (In thousands, except per share amounts)


            Quarterly Financial Data - 1998

                                             Quarter Ended
                               March 31  June 30(b)  September 30  December 31
                               --------  ----------  ------------  -----------
            Sales               $42,150     $47,353     $44,606      $43,710

            Gross profit         16,107      15,445      16,506       15,043

            Net income (loss)     2,164      (5,283)        977        1,089

            Net income (loss)
            per share -           $0.16      $(0.38)      $0.07        $0.08
            basic (a)

            Net income (loss)
            per share -
            assuming              $0.15      $(0.38)      $0.07        $0.08
            dilution(a)


            Quarterly Financial Data - 1997

                                             Quarter Ended
                            March 31(b)     June 30  September 30  December 31
                            -----------     -------   ------------   -----------
            Sales               $42,313     $41,789     $42,420      $38,383

            Gross profit         16,349      16,858      16,954       14,884

            Net income            2,759       2,593       2,296        2,145

            Net income per
            share -               $0.19       $0.18       $0.16        $0.15
            basic (a)

            Net income per
            share - assuming      $0.19       $0.18       $0.16        $0.15
            dilution(a)

            (a) Income per share has been restated to reflect the
                adoption of the Statement of Financial Accounting
                Standards No. 128, "Earnings per Share" (SFAS No. 128).
                See Note 16 of the consolidated financial statements.

            (b) Special charges of $9,988 ($0.54 per share after taxes
                assuming dilution) were recorded during the second
                quarter of 1998.  Special charges of $1,448 ($0.07 per
                share after taxes) were recorded during the fourth
                quarter of 1997.  Recovery from discontinued operations
                of $325 ($0.02 per share) and $1,005 ($0.07 per share)
                were recorded in first and fourth quarters of 1997,
                respectively.


                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      (Dollars in thousands, except share data)


            1. Summary of Significant Accounting Policies

               Osmonics, Inc. is a manufacturer and marketer of high
               technology water purification, fluid filtration, fluid
               separation, and fluid transfer equipment and
               instruments, as well as the replaceable components used
               in purification, filtration, and separation equipment.
               These products are used by a broad range of industrial,
               commercial, consumer and institutional customers.

               The consolidated financial statements include the
               accounts of Osmonics, Inc. and its wholly and majority
               owned subsidiaries (the Company).  Significant
               intercompany accounts and transactions have been
               eliminated.

               Sales are recorded when the product is shipped or the
               service is provided.

               The estimated fair value for notes payable and long-term
               debt approximates carrying value due to the relatively
               short-term nature of the instruments and/or due to the
               short-term floating interest rates on the borrowing.
               The estimated fair value of notes receivable
               approximates the net carrying value, as management
               believes the respective interest rates are commensurate
               with the credit, interest rate, and repayment risks
               involved.

               The Company considers highly liquid debt instruments
               purchased with a maturity of three months or less to be
               cash equivalents.

               Inventories are stated at lower of cost (first-in, first-
               out method) or market for all operations except for two
               plants which have historically valued inventory on the
               last-in, first-out method.

               Depreciation and amortization of property and equipment
               are provided on the straight-line method over estimated
               lives of 3 to 40 years.

               Deferred income taxes have been provided for income and
               expenses which are recognized in different accounting
               periods for financial reporting purposes than for income
               tax purposes.

               The Company accrues for the estimated cost of warranty
               obligations at the time revenue is recognized.

               The excess of cost over the fair market value of assets
               acquired in acquisitions is amortized over not more than
               40 years, with the majority at 30 years.  In accordance
               with Statement of Financial Accounting Standards (SFAS)
               No. 121 on impairment of long-lived assets, the carrying
               values of these intangibles are reviewed quarterly for
               impairment using discounted cash flows when events or
               circumstances warrant such a review.  Other intangibles
               are carried at cost and amortized using the
               straight-line method over their estimated lives of 5 to
               20 years.

               In 1998, the Company adopted SFAS No. 130, Reporting
               Comprehensive Income; SFAS No. 131, Disclosure about
               Segments of an Enterprise and Related Information 
               (Note 13); and SFAS No. 132, Pension and Other Post-
               Retirement Disclosures which did not have a material
               impact on operating results or financial position.

               The preparation of financial statements in conformity
               with generally accepted accounting principles requires
               management to make estimates that affect the reported
               amounts of assets and liabilities, the disclosure of
               contingent assets and liabilities, and the reported
               amounts of revenues and expenses during the reporting
               period.  Actual results could differ from those estimates.

               Certain reclassifications have been made to prior year
               amounts to conform with current year presentations.


            2. Business Acquisitions

               On February 17, 1998, the Company acquired all of the
               equity interest of Micron Separations, Inc. (MSI) of
               Westborough, Massachusetts.  The purchase price was
               approximately $25,000 which included $1,902 of in-
               process research and development (R&D) and $13,600 of
               goodwill, which is being amortized on the straight-line
               method over 30 years.  MSI products are being sold
               through existing Osmonics distribution channels,
               complementing the Company's existing cartridge filter
               products and providing a broader portfolio of diagnostic
               and laboratory membrane products to the laboratory and
               analytical testing markets.  Revenues of MSI were less
               than $15,000 in 1997 and 1996.  The acquisition was
               recorded under the purchase method of accounting.

               The results of operations of MSI are included in the
               consolidated statements of operation from the date of
               acquisition.

               On April 29, 1998, the Company acquired all of the equity
               interest of Membrex Corp. ("Membrex") of Fairfield, New
               Jersey.  The purchase price was approximately $16,000
               plus assumed net liabilities of approximately $3,000.
               The price included $4,320 of in-process R&D and $15,700
               of goodwill, which is being amortized on the straight-
               line method over 30 years.  Membrex products are
               primarily related to membrane products and oil/water
               separating systems for commercial and industrial
               customers.  Revenues of Membrex were less than $10,000
               in 1997 and 1996.  The acquisition was recorded under
               the purchase method of accounting.

               The results of operations of Membrex are included in the
               consolidated statements of operations from the date of
               acquisition.

               Pro forma 1997 combined financial results of Osmonics,
               Inc., MSI and Membrex would be as follows:

                 1997:                Osmonics    MSI    Membrex  Combined
                 -----                --------  -------  -------  --------
                 Sales                $164,905  $10,038   $6,333  $181,276
                 Income from
                 operations             13,359      244   (1,920)   11,683
                 Net income (loss)       9,793   (1,233)  (3,237)    5,323
                 Net income per
                   share - assuming
                   dilution              $0.68                       $0.37

               1997 financial results of MSI include $3,200 of non-
               recurring charges associated with the settlement of a
               patent infringement lawsuit.

               The pro forma combined impact on financial results for
               1998 was not material.

               On February 25, 1997, the Company acquired all of the
               equity interest of AquaMatic, Inc. of Rockford,
               Illinois.  The purchase price was approximately $15,000
               and included $7,600 of goodwill which is being amortized
               on the straight-line method over 40 years.  AquaMatic
               products are being sold through existing Osmonics
               distribution channels, offering a more complete line of
               specialty valves and controllers.  Revenues of AquaMatic
               were less than $15,000 in 1996 and 1995.  The
               acquisition was recorded under the purchase method of
               accounting.

               The results of operations of AquaMatic are included in
               the consolidated statements of operations from the date
               of acquisition.

               On July 24, 1996, Desalination Systems, Inc. (DSI) merged
               with the Company through an exchange of 1,312,827 shares
               of the Company's common stock for the Class A common
               stock and Class B common stock of DSI.  The transaction
               was accounted for as a pooling-of-interests.  DSI's
               principal business is the manufacture of membranes used
               for reverse osmosis, nanofiltration, ultrafiltration and
               microfiltration.  The historical financial statements of
               the Company have been restated to give effect to the
               acquisition as though the companies had operated
               together from the beginning of the earliest period
               presented.  Separate results of operations of the
               combined entities for the six months ended June 30, 1996
               were as follows:

                                                      Six Months
                                                 Ended June 30, 1996
                                                 -------------------
                 Sales:
                   Osmonics                            $ 64,405
                   DSI                                   11,642
                   Eliminations                            (269)
                     Combined                          $ 75,778

                 Net income:
                   Osmonics                             $ 5,975
                   DSI                                      721
                     Combined                           $ 6,696

               The eliminations represent sales between the combined
               entities prior to the combination.  The sales
               elimination had no significant effect on net income in
               the years presented.


            3. Marketable Securities

               The Company considers all of its marketable securities
               available-for-sale.  Marketable securities at December
               31, 1998 consisted of the following:


                                    Amortized  Unrealized  Unrealized  Fair
                                      Cost       Gains      (Losses)   Value
                                    ---------  ----------  ----------  -----
                U.S. government
                  securities
                  0-5 year
                  maturity           $1,640       $  36      $  (1)   $1,675

                Municipal bonds
                  0-5 year
                  maturity            3,847         222          -     4,069
                  6 year or
                  greater maturity    1,009          47          -     1,056

                Corporate debt
                  securities
                  and other
                  0-5 year
                  maturity              478           2         (3)      477

                Equity securities     3,602       3,723       (331)    6,994

                Total before-tax    
                  effect            $10,576       4,030       (335)  $14,271

                Deferred tax
                  effect of
                  unrealized
                  (gains) losses                 (1,592)       132

                Net unrealized
                  gains (losses)
                  on marketable     
                  securities                     $2,438      $(203)

            Marketable securities at December 31, 1997 consisted of the
            following:

                                    Amortized  Unrealized  Unrealized  Fair
                                      Cost       Gains      (Losses)   Value
                                    ---------  ----------  ----------  -----
                U.S. government
                  securities
                  0-5 year
                  maturity            $3,835       $ 28      $ (15)   $3,848
                  6 year or
                  greater maturity       400        -           (1)      399

                Municipal bonds
                  0-5 year
                  maturity             3,517        175          -     3,692
                  6 year or
                  greater maturity       998         91          -     1,089

                Corporate debt
                  securities
                  and other
                  0-5 year
                  maturity               707          2         (7)      702
                  6 year or
                  greater maturity       100          4          -       104

                Equity securities      3,887      3,432       (149)    7,170

                Total before-tax 
                  effect             $13,444     $3,732     $ (172)  $17,004

                Deferred tax
                  effect of
                  unrealized
                  (gains) losses                 (1,447)        67

                Net unrealized
                  gains (losses)
                  on marketable
                  securities                     $2,285     $ (105)

               In 1998, proceeds from sales of available-for-sale
               securities were $2,253.  The gains and losses on these
               sales were $949 and $90, respectively, determined on the
               specific identification method.

               Market values are based on quoted market prices.

               In 1997, proceeds from sales of available-for-sale
               securities were $1,678.  The gains and losses on these
               sales were $614 and $41, respectively, determined on the
               specific identification method.


            4. Inventories

               Inventories consist of the following:

                                                      December 31,
                                                  1998           1997
                                                --------       --------
                Finished goods                  $  9,455       $  9,757
                Work in process                    5,156          7,544
                Raw materials                     15,479         19,832
                                                  30,090         37,133
                Adjustment to reduce
                  inventories of $10,700 and
                  $12,446 to the last-in,
                  first-out method
                  (See Note 1)                    (1,967)        (1,905)

                                                 $28,123        $35,228

            5. Restricted Cash

               Cash restricted for purchase and construction of
               equipment at December 31, 1998 and 1997 represents
               proceeds received from the issuer of Industrial
               Development Revenue Bonds (see Note 9) restricted to the
               purchase and construction of property and equipment used
               in one of the Company's operations.


            6. Line of Credit

               The Company, at December 31, 1998, had an unsecured
               revolving line of credit of $35,000 for working capital
               needs.  The revolving line of credit matures on March
               31, 2003 and borrowings bear a variable interest rate
               related to LIBOR.  The terms of the credit agreement
               contain certain restrictions related to financial
               ratios, indebtedness, tangible net worth and capital
               expenditures.  As of December 31, 1998, the Company was
               not in compliance with all debt covenants; however, a
               debt compliance waiver was obtained (Note 9).  As of
               December 31, 1997, the Company was in compliance with
               all debt covenants.  At December 31, 1998, the Company
               had borrowings outstanding under the line of $26,000,
               and the interest rate was 7.08%.  At December 31, 1997,
               the Company had borrowings outstanding under the line of
               $14,012, and the interest rate was 6.27%.


            7. Discontinued Operations

               In September 1982, Autotrol Corporation (Autotrol), which
               has since been merged with the Company, discontinued its
               wastewater business.  In subsequent years Autotrol
               incurred certain expenses related to the wastewater
               products and accrued for contingent liabilities.  The
               Company determined in 1997 that the reserve was no
               longer required and recognized $1,330 ($0.09 per
               share.assuming dilution) of after-tax income as a
               recovery on discontinued operations.


            8. Other Accrued Liabilities

               Other accrued liabilities consist of the following:

                                                   December 31,
                                                 1998       1997
                                                -------    -------
                Warranty and start-up           $ 2,098    $ 1,900
                Professional fees and other
                accruals                          4,390      2,123
                Deferred acquisition-related
                payments                          2,827      3,000
                Customer deposits                 4,282      4,802

                                                $13,597    $11,825

            9. Debt

               Long-term debt is as follows:

                                                     December 31,
                                                  1998       1997
                                                 -------    -------
                Promissory notes; interest
                  payable quarterly at the
                  three-month LIBOR plus 80
                  b.p.; due through 2001.  The   $ 5,725    $ 7,150
                  interest rate on December
                  31, 1998 was 6.24%.

                Industrial development revenue
                  bonds (IDRB's), principal
                  due in varying annual
                  payments over 30 years;
                  interest payable monthly at
                  a variable rate determined       7,450      7,950
                  periodically by the bond
                  remarketing agent (5.35% at
                  December 31, 1998).

                Promissory notes; interest
                  payable quarterly at fixed       5,000         -
                  rate of 6.72%; due through
                  2008.

                Promissory notes; interest
                  payable quarterly at the
                  three-month LIBOR plus 
                  75 b.p.; due through 2008.      15,000         -
                  The interest rate on
                  Decembber 31, 1998 was 6.19%.

                Mortgage notes payable to two
                  French banks; interest
                  payable monthly at PIBOR
                  plus 40 b.p.  The interest         402         502
                  rate on  December 31, 1998
                  was 3.25%.

                Other notes                          265         352

                                                  33,842      15,954

                Current portion                   (2,177)     (2,162)

                                                 $31,665     $13,792

               The IDRB debt and mortgage notes payable to French banks
               are collateralized by real and personal property of the
               Company.

               Aggregate maturities of long-term debt outstanding at
               December 31, 1998 are:

               1999 - $2,177; 2000 - $2,253; 2001 - $2,253; 2002 -
               $5,146; 2003 - $3,679; beyond 2003 - $18,334.

               The promissory notes contain a covenant which limits the
               payment of dividends to shareholders.  At December 31,
               1998, approximately $5,000 of retained earnings were
               restricted under this covenant.  In addition, the
               Company's various debt agreements contain certain
               restrictions related to financial ratios, indebtedness,
               tangible net worth and capital expenditures.

               As a result of financial results in 1998, the Company was
               out of compliance with the Leverage Ratio requirement
               related to its revolving line of credit at various
               measurement dates throughout the year and the Fixed
               Charge Coverage ratio related to its long-term debt at
               December 31, 1998.  The Company has received a waiver
               from the lenders in regard to these covenants.  In
               addition, the Company entered into a loan amendment with
               the revolving line of credit lender in February 1999
               which reduces the Leverage Ratio requirement.  As of
               December 31, 1998 and 1997, the Company was in
               compliance with all other debt covenants.

               The Company also has an unsecured standby letter of
               credit of $5 million with a large financial institution.
               As of December 31, 1998, no amount was outstanding.

               Cash payments for interest related to all debts of the
               Company were $4,037, $2,033, and $1,551, for the years
               ended December 31, 1998, 1997, and 1996, respectively.


           10. Stock Options

               In 1998, the Board of Directors approved an amendment to
               the 1993 Stock Option Plan which expanded reserved
               common shares to 800,000 from 298,863.  The expansion of
               this plan is intended to facilitate ownership and
               increase the interest of key employees in the growth and
               performance of the Company, thus enhancing the value of
               the Company for the benefit of the shareholders.
               Options are granted at a price not less than market
               value on the date of the grant and become exercisable
               over a period of up to ten years, after which they
               expire.  The 1993 Stock Option Plan terminates on
               September 1, 2003.

               The Company's 1995 Director Stock Option Plan provides
               that each director of the Company shall automatically
               receive, as of the date of each Annual Meeting of
               Shareholders, a non-qualified option to purchase 3,000
               shares of the Company's common stock.  The options have
               a ten-year term and are exercisable one year after the
               grant date at an exercise price equal to the fair market
               value of the shares on the grant date.  The 1995
               Director Stock Option Plan terminates on May 17, 2005.

               Shares reserved for future issuance under all of the
               Company's plans totaled approximately 1.855 million at
               December 31, 1998.

               The Company applies Accounting Principals Board (APB)
               Opinion No. 25 "Accounting for Stock Issued to
               Employees" and related interpretations in accounting for
               its plans.  No compensation cost has been recognized for
               its stock-based compensation plans as the exercise price
               of the stock option grants was equal to the fair market
               value of the shares on the grant date.  Had compensation
               costs been determined based on the fair value of the
               1998, 1997, and 1996 stock option grants consistent with
               the requirements of SFAS No. 123 "Accounting for Stock-
               Based Compensation" (SFAS 123), net income and earnings
               per share would have been reported as the following pro
               forma amounts:

                                       1998      1997       1996
                                     --------   ------     -------
                 Net income (loss)
                    As reported      $(1,053)   $9,793     $13,467
                    Pro forma        $(1,468)   $9,613     $13,422

                 Earnings (loss)
                 per share _
                 assuming dilution
                    As reported      $ (0.08)   $ 0.68     $  0.93
                    Pro forma        $ (0.11)   $ 0.67     $  0.93

               The fair value of the stock options used to calculate the
               pro forma net income and earnings per share amounts
               above is estimated using the Black-Scholes options
               pricing model with the following weighted average
               assumptions:

                                       1998       1997       1996
                                      -----      -----      -----
                 Dividend yield          0%         0%         0%
                 Expected
                   volatility         42.5%      24.2%      22.5%
                 Risk-free
                   interest rate       6.0%       6.0%       6.1%
                 Expected life         5.0        5.0        5.0

               Information related to stock options at December 31 under
               the aforementioned stock option plans is as follows:


                                    1998            1997            1996
                                   Weighted        Weighted        Weighted
                                   Average         Average         Average
                            Shares Exercise Shares Exercise Shares Exercise
            Stock Options   (000)   Price   (000)   Price   (000)   Price
            -------------   ------ -------- ------ -------- ------ -------- 
            Outstanding at
             beginning of
             year             653   $  9.9     505  $  7.8     470   $  6.9
            Granted           379     11.9     154    17.2      35     19.7
            Exercised           -        -       -       -       -        -
            Forfeited          85     15.5       6    17.5       -        -
            Outstanding at
             end of year      947     10.2     653     9.9     505      7.8
            Options
             exercisable
             at year-end      486      7.4     410     6.7     329      6.0
            Weighted
             average
             fair value of
             options
             granted
             during the
             year           $5.48            $5.81           $6.59


            The following table summarizes information about stock
            options outstanding at December 31, 1998:

                                                               Options
                               Options Outstanding          Exercisable
                          ------------------------------  -----------------
                            Shares                         Shares
                          Outstandi  Remaining  Weighted  Exercis-  Weighted
              Range of      ng at      Con-     Average    able at  Average
              Exercise     12/31/98  tractual   Exercise  12/31/98  Exercise
               Prices       (000)      Life      Price      (000)    Price
           -------------  ---------  --------   --------  --------  --------
            2.23 -  6.72     373      3.7 yrs   $ 4.95       373     $ 4.95
            8.95 - 13.42     286      9.0 yrs    10.41        45      12.33
           13.43 - 17.90     253      8.5 yrs    16.42        50      16.68
           17.91 - 22.38      35      7.5 yrs    19.57        18      19.57


               In 1998, the Company adopted a Stock Match Plan under
               which the Company matches, in the form of Company common
               stock, certain eligible U.S. employee savings plan
               contributions.  Employees are vested in the shares
               immediately.  Shares issued under the Stock Match Plan
               approximated 23,468 shares in 1998 at a cost of
               approximately $234,000.  At December 31, 1998, there
               were approximately 176,500 shares reserved for future
               issuance.

               The Company has an Employee Stock Purchase Plan which
               allows eligible employees to purchase common shares of
               the Company at 85% of market price.  During 1998,
               approximately 64,819 shares were issued at prices
               ranging from $7.18 to $14.08 per share.  During 1997,
               approximately 59,000 shares were issued at prices
               ranging from $12.40 to $17.58 per share.  During 1996,
               approximately 41,000 shares were issued at prices
               ranging from $16.10 to $20.03 per share.  At December
               31, 1998, there were approximately 213,000 shares
               reserved for future issuance.

               The Company had 500,000 authorized and unissued shares of
               preferred stock at December 31, 1998 and 1997.


           11. Income Taxes

               Income tax expense consists of:
                                               Year ended December 31,
                                               1998      1997     1996
                                             -------   -------  -------
                Current:
                  Federal                    $   213    $2,741   $3,556
                  State                          261       (39)     395
                  Foreign                        395       666      640
                Deferred:
                  Depreciation                   298       351      370
                  Amortization of
                    intangibles               (1,387)      261       47
                  Net operating loss usage       508         -        -
                  Allowance for doubtful
                    accounts, start-up,
                    warranty, inventory and
                    other accruals              (347)      100      462
                  Other                           34      (153)     971
                  Total continuing
                    operations                $  (25)   $3,927   $6,441
                  Discontinued operations,
                    deferred                       -       617        -
                  Total provision             $  (25)   $4,544   $6,441


               Cash payments for income taxes were $3,624, $3,728, and
               $5,204, for the years ended December 31, 1998, 1997, and
               1996, respectively.

               At the point when the Company acquired MSI on February
               17, 1998, MSI had incurred $11,827 of tax losses, which
               had not yet been offset against previous or subsequent
               years' taxable income of MSI.  Subsequent to the period
               reported herein, MSI filed a refund request that offset
               $8,684 of these losses against income of MSI for the
               years from 1988 to 1995, under the "Claim of Right"
               rule.  $1,329 of the remaining losses were offset
               against MSI income in 1998.  The balance of the losses,
               amounting to $1,814, will be offset against future
               years' income.  These loss carryforwards expire after
               the year 2017.

               A reconciliation of the income taxes computed at the
               Federal statutory rate to the Company's income tax
               expense is as follows:

                                               Year ended December 31,
                                                1998      1997     1996
                                              -------    ------   ------
                Taxes at Federal rate (35%)   $ (377)    $4,337   $6,950
                Increase (decrease)
                  resulting from:
                State taxes, net of Federal
                  tax benefit                    216        132     397
                Foreign Sales Corp. benefit     (503)      (546)   (361)
                Tax credits                     (307)      (249)   (197)
                Tax-exempt
                  interest/dividend
                  deduction                     (123)      (123)   (128)
                Effect of foreign
                  affiliates with different
                  tax rates or net losses         91        167      30
                Nondeductibility of
                  intangible write-offs and
                  amortization                   851         35     (15)
                Uncollectible account
                  write-off                        -          -    (442)
                Other                            127        174     206
                Total continuing operations   $  (25)    $3,927  $6,440
                Discontinued operations            -        617       -
                Total provision               $  (25)    $4,544  $6,440


           12. Deferred Tax Assets and Liabilities

               Temporary differences which give rise to deferred tax
               assets and liabilities are as follows as of December 31:

                                               1998     1997
                                              ------   ------
                 Current assets:
                   Allowance for doubtful
                    accounts, start-up,
                    warranty, inventory and   $3,966   $2,955
                    other accruals
                   Unrealized gain on
                    marketable securities     (1,410)  (1,380)
                   Inventory costs               122       81
                    capitalized for tax
                   Net operating losses
                    available for carryback    4,051        -
                    or carryforward
                   Other                        (119)    (243)
                   Total current deferred
                    Assets                    $6,610   $1,413
                 Noncurrent liabilities:
                   Depreciation               $4,098   $3,718
                   Other                         708      721
                   Total non-current
                    deferred tax liabilities  $4,806   $4,439 


           13. Sales and Segment Information

               The Company designs, manufactures and markets equipment,
               systems and components used in the processing and
               handling of fluids.  The Company markets through five
               marketing units made up of related product lines.
               Certain marketing units have similar economic
               characteristics and have been aggregated under Statement
               of Financial Accounting Standards No. 131, "Disclosures
               about Segments of an Enterprise and Related
               Information,"(SFAS No. 131).  As a result of aggregation,
               the Company has two reportable business segments,
               Consumables and Equipment.

               The Consumables segment, comprised of two marketing
               units, includes products such as filter cartridges,
               membrane elements, membrane, instruments, and laboratory
               products.  The Equipment segment, comprised of three
               marketing units, includes products such as pumps,
               housings, valves, controls, reverse
               osmosis/ultrafiltration (RO/UF) machines, ozonators,
               stills, and water treatment systems.  Each segment is
               currently supported by several manufacturing facilities,
               a similar sales force and various corporate functions.
               The segments do not have separate accounting, customer
               service, administration, or purchasing functions.

               The marketing unit structure was established to provide
               strategic leadership for related products.  It was
               implemented on July 1, 1998.  As a result, six months of
               financial results are available to report under SFAS No.
               131.  Restatement of prior period results under this
               method of reporting has been deemed impracticable due to
               the anticipated costs and unavailability of such
               financial information.

               Sales include external sales only.  Inter-segment sales
               primarily occur with Consumables products being included
               in Equipment products which could be significant.  The
               reportable segment information for the six-month period
               ended December 31, 1998 is as follows:

                                       Consumables  Equipment  Consolidated
                                                                  Total
                                       -----------  ---------  ------------
               Sales                     $36,631     $51,685     $ 88,316
               Cost of sales              22,342      34,425       56,767
               Gross profit               14,289      17,260       31,549
                 Gross margin %            39.0%        33.4%        35.7%

               Selling, general &
               administrative              9,527      13,579       23,106
               Research, development
               & engineering               1,904       3,162        5,066
               Operating expenses         11,431      16,741       28,172 

               Operating income          $ 2,858     $   519      $ 3,377

               Other income (expense)                              (1,234)
               Income before taxes                                  2,143
               Income taxes                                            77
               Net income                                         $ 2,066

               Currently, management does not report or analyze the
               balance sheet or any cash-generating measurements by such
               segments.

               All continuing operations for which geographic data is
               presented below are in one principal industry (design,
               manufacture and marketing of machines, systems,
               instruments and components used in the processing of
               fluids).

                                              1998      1997      1996
                                            --------  --------  --------
                 Sales to unaffiliated
                  customers from:

                   United States            $163,908  $150,753  $141,124
                   Foreign operations         13,911    14,152    14,822

                 Transfers from (to)
                  geographic areas:

                   United States               8,780     7,818     7,890
                   Foreign operations         (8,780)   (7,818)   (7,890)

                                            $177,819  $164,905  $155,946

                 Income (loss) from
                  continuing operations
                  before income taxes:

                   United States            $( 1,926)  $10,847   $18,225
                   Foreign operations            848     1,543     1,683

                                            $ (1,078)  $12,390   $19,908

                 Identifiable assets:

                   United States            $185,814  $155,592  $144,609
                   Foreign operations          8,235     8,891     7,567

                                            $194,049  $164,483  $152,176

               NOTE:  Transfers are made at fair market value.

               Sales by United States operations to unaffiliated
               customers in foreign geographic areas are as follows:

                                           Year ended December 31,
                                         1998       1997        1996
                                       -------    -------     -------
                 Asia/Pacific          $15,967    $20,030     $14,661
                 Euro/Africa            17,710     14,536       9,181
                 Americas               11,227     11,678       9,222
                                       $44,904    $46,244     $33,064

               Total international sales for the Company were as follows:
               1998 - $58,815; 1997 - $60,396; and 1996 - $47,886.


           14. Commitments and Contingencies

               The Company leases facilities for sales, service or
               manufacturing purposes in Wisconsin, Massachusetts,
               California, New Jersey, Florida, Iowa, Switzerland,
               Germany, Hong Kong, Japan, China, Singapore, and
               Thailand.

               Future minimum lease payments on all operating leases of
               $5,195 are payable as follows:  1999 - $1,423; 2000 -
               $1,015; 2001 - $862; 2002 - $605; 2003 - $390; and
               beyond 2003 - $180.  Rent expense for the three years
               ended December 31 was:  1998 - $1,794; 1997 - $1,633;
               and 1996 - $1,100.

               The Company is involved in certain legal actions arising
               in the ordinary course of business.  In the opinion of
               management, based on the advice of legal counsel, such
               litigation and claims will be resolved without a
               material effect on the Company's financial position or
               results of operations.


            15. Employee Benefit Plans

               The Company has a noncontributory discretionary profit
               sharing plan covering certain employees meeting age and
               length of service requirements.  The Company contributes
               annually to the plan an amount established at the
               discretion of the Board of Directors.

               Total expense recognized by the Company under these plans
               amounted to $687, $1,300, and $1,435 in 1998, 1997, and
               1996, respectively.


            16. Earnings Per Share

               Effective December 31, 1997, the Company adopted
               Statement of Financial Accounting Standards No. 128,
               "Earnings per Share" (SFAS No. 128).  The following
               table reflects the calculation of basic and diluted
               earnings per share from continuing operations.

                                                 1998     1997     1996
                                               --------  ------  -------
                Earnings (loss) per share -
                  basic
                Income (loss) from continuing
                  operations available to
                  common stockholders          $(1,053)  $8,463  $13,467
                Weighted average shares
                  outstanding                   13,976   14,031   14,145
                Income (loss) from continuing
                  operations per share - basic  $(0.08)  $ 0.60   $ 0.95
                Earnings (loss) per share -
                  assuming dilution
                Income (loss) from continuing
                  operations available to
                  common stockholders          $(1,053)  $8,463  $13,467
                Weighted average shares
                  outstanding                   13,976   14,031   14,145
                Dilutive impact of stock
                  options outstanding                -      282      313
                Weighted average shares and
                  potential dilutive shares
                  outstanding                   13,976   14,313   14,458
                Income (loss) from continuing
                  operations per
                  share - assuming dilution    $ (0.08)  $ 0.59   $ 0.93

               Options to purchase approximately 285,000 shares of
               common stock were outstanding during 1998, but were not
               included in the computation of diluted earnings per
               share because they would have been antidilutive.

               Additionally, options to purchase 334,000 shares of
               common stock at a range of $13.67 to $22.38 were
               outstanding during 1998 but were not included in the
               computation of diluted earnings per share because the
               options' exercise price was greater than the average
               market price of the common share.


            17. Special Charges

               In 1998, the Company recorded special charges of $9,988
               ($7,569 net-of-tax or $0.54 per share assuming
               dilution).  Charges include a $6,222 charge to operating
               expense for in-process research and development (Note 2)
               related to the acquisitions of Micron Separations, Inc.
               ($1,902) and Membrex Corp. ($4,320) and a $2,000 charge
               to cost of sales for slow moving inventory.  The special
               charges also included operating expense charges of $875
               for corporate restructuring and consolidation of
               operations, and $891 for re-engineering costs and write-
               downs of assets in connection with the Company's
               implementation of a global information system.

               Corporate restructuring and consolidation of operations
               costs of $875 primarily includes work force reduction
               severance and facility closing/consolidation costs.
               June 30, 1998 employment of 1,559 was reduced to 1,360
               at December 31, 1998.  Facility-related costs relate to
               closing three manufacturing facilities and relocating
               manufacturing-related activities to other existing
               locations.  Two additional facilities are expected to be
               closed in 1999.  Expenditures will be funded with cash
               generated from operations and were $200 for work force
               reductions and $140 for facilities in 1998.


            18. Subsequent Event

               In February 1999, the Company entered into a Letter of
               Intent agreement to acquire all assets of another
               company.  Revenues of such company were less than $15
               million in 1998 and 1997.  Upon finalization, the
               acquisition will be recorded under the purchase method
               of accounting.


            INDEPENDENT AUDITORS' REPORT


            Osmonics, Inc. Board of Directors and Shareholders
            Minnetonka, Minnesota

            We have audited the accompanying consolidated balance sheets
            of Osmonicis, Inc. and Subsidiaries (the Company) as of
            December 31, 1998 and 1997 and the related consolidated
            statements of operations, changes in shareholders' equity,
            and cash flows for each of the three years in the period
            ended December 31, 1998.  These financial statements are the
            responsibility of the Company's management.  Our
            responsibility is to express an opinion on the 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 consolidated financial statements
            referred to above present fairly, in all material respects,
            the financial position of Osmonics, Inc. and Subsidiaries at
            December 31, 1998 and 1997 and the results of their
            operations and their cash flows for each of the three years
            in the period ending December 31, 1998, in conformity with
            generally accepted accounting principles.

            Deloitte and Touche LLP

            Minneapolis, Minnesota
            March 3, 1999