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 October 31, 1998

         ( )    TRANSITION REPORT UNDER SECTION 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 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:
        $4,833,657.

The aggregate market value of the 242,839 common shares held by non-affiliates
of the registrant is $1,699,873, computed by reference to the closing bid and
asked prices of such stock as of December 31, 1998.









1
This computation is based on the number of issued and outstanding shares held
by persons other than officers, directors and shareholders of 5% or more of
the registrant's common shares.

                 (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.  Common Stock, par value of $.25 per
share:  776,115 shares outstanding as of December 31, 1998.

Documents Incorporated by Reference	

Notice of the 1999 Annual Meeting of Shareholders to be held on March 23, 1999
and related Information Statement which are to be filed are incorporated by
reference into Items 9 through 12 of Part III; also incorporated by reference
are Exhibits 3 (Articles of Incorporation and By-laws) and 2 (List of
Subsidiaries) from the Form 10KSB filed in January 1998 for fiscal year 1997.
	
Transitional Small Business Disclosure Format

        Yes      No  X  












































2
	TABLE OF CONTENTS

	FORM lO-KSB ANNUAL REPORT -- FISCAL YEAR 1998
	OPT-SCIENCES CORPORATION AND SUBSIDIARY


                            PART I                                 

                                                                 PAGE
        Item  1.Description of Business                            4

        Item  2.Description of Property                            6

        Item  3.Legal Proceedings                                  6

	Item  4.Submission of Matters to a Vote of Security
                Holders                                            7


	PART II


	Item  5.Market for Common Equity and 
                Related Stockholder Matters                        7

	Item  6.Management's Discussion and Analysis or Plan of 
                Operation                                          7

        Item  7.Financial Statements                               8

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

	PART III


	Item  9.Directors, Executive Officers,Promoters and 
		   Control Persons; Compliance with Section 16(a)
                   of the Exchange Act                             8

        Item lO.Executive Compensation                             8
	
	Item 11.Security Ownership of Certain Beneficial Owners
                   and Management                                  8

        Item 12.Certain Relationships and Related Transactions     8


	PART IV


        Item 13.Exhibits and Reports on Form 8-K                   9
     
        Signatures                                                22










3
PART I


Item 1.  Description of Business
	
Business of the Company.
Overview.  The Company conducts its business through its wholly owned
subsidiary, O & S Research, Inc. Both companies are New Jersey Corporations.
The principal business of the Company is to provide optical coatings, filters,
face plates and lighting wedges which improve display readability for
electronic instruments used primarily in aircraft.  This includes the
application of different types of anti-reflection coatings, transparent
conductive coatings and other optical coatings.  The Company additionally
provides full glass cutting, grinding and painting operations which augment its
optical coating capabilities.  Most of the Company's products are designed to
enable pilots to read aircraft instruments in direct sunlight or at night or
in covert situations using appropriate night vision filters.  This business is
a niche business dependent for its success on the aircraft manufacturing
industry.  It requires custom manufacturing of small lots of products to
satisfy component requirements for specific aircraft.

Core Products.
The distinguishing characteristic of the Company's business is its optical thin
film coating capability.  All products which the Company offers incorporate an
optical coating of some type.  The primary coatings are its anti-reflection
coating used for glare reduction and its transparent conductive coatings used
for electromagnetic interference shielding.  Both are applied to different
types of glass which are mounted on the front of liquid crystal displays (LCD),
cathode ray tubes (CRT) and electromechanical displays (EMD).

New Products, Ancillary Products and Services.
In addition to coated glass described above, the Company also offers a full
range of other specialty instrument glass, including night vision filter glass,
circular polarizers, touchpads, glass sandwiches for LCDs as well as other
custom designed specialty glass components and assemblies.

Growth Strategy.
The Company has adopted a fiscally conservative approach to the development of
new business.  It continues to identify new customers for its products, to
collaborate with customers in adapting its products to customer requirements,
to price its products competitively but profitably, to maintain high quality,
and to add capital equipment and personnel as required.  Since the beginning of
Fiscal Year 1999, Management has observed a decline in the rate at which
customers in the commercial aircraft industry are placing new orders with the
Company, a normal cyclical trend that may continue for several years.  In this
business environment, the Company hopes to offset potential sales declines to
existing customers by attempting to sell its product line to customers involved
in the business and military avionics market and to other domestic manufacturers
of high performance instrument panels.  To implement this strategy, the Company
will consider employment of senior sales personnel.















4
Marketing and Sales.
The principal sales executive of the Company is the President, who maintains
regular contact with the largest customers and continually seeks to develop new
customers.  The Company does not currently employ the services of manufacturers
representatives or sales personnel.  The Company and its products are listed in
the Thomas Register.  The Company engages in a low cost public relations and
advertising program.  Orders are ordinarily placed with the Company by
purchasing personnel of major corporations or governmental agencies, based on
price, delivery terms, satisfaction of technical specifications and quality
control.  Purchases by the Company's customers are ordinarily made from vendors
on an approved vendor list.  Sales are assisted by creative technical solutions
to customer requirements.  The Company is already an approved vendor for major
aircraft programs and this improves product acceptance by new customers.
During Fiscal 1997 and 1998, the Company made deliveries on a contract supplying
anti-glare face-plates for the U.S. space shuttle avionics program.  The Company
was also the lead supplier for the anti-glare panels for the flat panel displays
on the Boeing 777, 737-700/800 and the new 717.  The Company's customer base is
narrow, with two customers constituting 73.4% of all sales.  The Company had a
backlog of orders equal to $1.2 million at the end of Fiscal Year 1998,
approximately the same as the end of the prior year.  Since then, there has been
a decline in the flow of new orders.  Management attributes this decrease to
planned reductions in the manufacture of new commercial aircraft by Boeing and
to the completion of the avionics upgrade for the U.S. space shuttle program.
As the demand for its products from its existing customers begins to subside,
management intends to diversify its customer and product base.  In the course
of this change, the Company may experience reduced profit margins and reduced
sales.

Patents, Trademarks and Proprietary Knowledge.
The Company does not hold any patent or trademark.  Part of its competitive
advantage, however, consists of accumulated experience and know-how in
satisfying the instrument glass requirements of its customers.

Manufacturing.
Cathode Ray Tubes and Liquid Crystal Displays are now commonly used for aircraft
instrumentation.  Typically, a customer sends such items to the Company for
processing; the Company uses its technology to apply with great precision a
micro thin optical non-glare and/or conductive coating to a face plate, which
is then mounted on the Cathode Ray Tube or Liquid Crystal Display.  The face
plate is cut from large pieces of glass which the Company purchases from 
multiple domestic sources on a commodity basis.  After testing for quality
control, satisfactory products are shipped to the customer.

Glass lenses are manufactured by the Company from raw glass pieces which the
Company purchases in large lots from vendors.  The glass is a commodity product
which can be purchased generally from several glass manufacturers.  The pieces
are cut, grounded, polished and coated with a micro thin optical coating.  They
are shipped to the customer after clearing through quality control.

















5
Unique to both processes is the deposit of a thin film surface on the involved
glass by placing the product in a heated vacuum oven with a volatile chemical
composition which evaporates and redeposits itself on the glass product.

Environmental Matters.
The Company believes it is in material compliance with applicable United 
States, New Jersey and local laws and regulations relating to the protection
of the environment.

Readiness for Year 2000.
The Company believes that it and its suppliers and customers will not be
materially and adversely affected by the impact of the year 2000 date change.
Management continues to review and monitor all internal processes and to confirm
with its vendors and customers the readiness to deal with computer based
problems related to the date change.  Management expects to confirm full
compliance with year 2000 requirements by July 1, 1999.

Competition.
The principal competition the Company faces is from larger optical coating
companies.  Competition is based on product quality, price, reputation and
ability to meet delivery deadlines.  As pointed out above (see Marketing and
Sales), status as an approved vendor for the product is frequently very
important.

Employees.
As of October 31, 1998, the Company employed 46 full time and 6 part time
individuals, none of whom are union members.  This represents a decline of 2
full time and an increase of 6 part time employees from November 1, 1997.
The Company expects to adjust the number of its full time employees, if needed
in order to react to market conditions.  The Company believes it has a good 
relationship with its employees.  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 recently created a 401K Plan for the benefit
of its employees; it does not have any stock option plan for the benefit of its
executives or employees.

Forward-looking Statements.
Certain of the matters discussed above contain forward-looking statements that
involve risk and uncertainties.  Although the Company believes that its
assumptions in making such forward-looking statements are reasonable, the
Company cannot give any assurance that the 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

	The Company conducts its operations at the principal office and
        manufacturing facility located in the East Riverton Section of
        Cinnaminson, New Jersey.  The Company's operating subsidiary owns this
        property in fee simple, and the property is not encumbered by any lien
        or mortgage.  The cinderblock and masonry facility contains
        approximately 11,000 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.  Together, those
        facilities meet the Company's current and projected space requirements.









6
Item 3.	Legal Proceedings

	 The Company is not a party to any pending legal proceeding.


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

	 The Company did not submit any matter to a vote of security holders
         during the fourth quarter of fiscal 1998.


PART II


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

	The Company has not listed its Common Shares on an established public
        trading market, but shareholders do trade the Company's Shares over the
        counter.  The symbol for the Company's Shares is OPST.  Only limited and
        sporadic trading occurs.  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 1997                           Bid              Asked
        First Quarter                 $4               $61/2 
	Second Quarter		      41/4 - 43/4       81/4
        Third Quarter                 43/4               7 
        Fourth Quarter                43/4               7 

Fiscal 1998                           Bid              Asked
     First Quarter                   $43/4 - 4         $53/4 - 7
        Second Quarter                 4   - 6            63/4
        Third Quarter                 53/4 - 61/4       63/4 -71/4
        Fourth Quarter                61/4              73/4


As of December 31, 1998, the closing bid for the Company Shares was $6 1/4 and
the closing ask was $7 3/4 per share.

The Company had 1,205 shareholders of record of its Common Stock as of December
31, 1998.



Distributions

The Company did not declare or pay any dividend on its Common Stock during
Fiscal Year 1998 and does not presently intend to pay dividends on its Common
Stock in the foreseeable future.













7
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 1999.  The Company also anticipates earnings in Fiscal 1999 which
will further assure the Company's ability to meet its capital expenditure 
requirements.

                            RESULTS OF OPERATIONS

                               Fiscal Year 1998

Fiscal 1998 was a record year for the Company.  Sales increased by approximately
28% and operating income increased by 64%.  Management believes that its success
resulted from a convergence of special opportunities.  The strong commercial
aircraft market enabled the Company to become more selective in business it
solicited, concentrating its efforts in higher profit margin products and fully
utilizing its capacity to meet demand.  During Fiscal 1998, the Company 
significantly increased its sales of anti-glare panels for the flat panel
displays used on the Boeing 777 and 787-700/800.  Other sources of income
increased approximately 35%, primarily related to an increase in interest
earning assets.
  
                               Fiscal Year 1997                

Fiscal 1997 was also a record year for the Company.  Sales increased by almost
40% and net operating income increased by 73%. The increase was due in large
part to the previously discussed NASA contract and an expanding aircraft market.
These programs made a significant contribution towards the Company's increased
sales over the preceding year.  Other sources of income remained comparable to
Fiscal 1996.


INFLATION

During the three year period that ended on October 31, 1998, 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 December 28, 1998, are filed as part of
this report on pages 10 to  21 below.

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

There is no information relevant to the Registrant which must be disclosed
under this item.













8
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-
                                        Incorporated by reference to the Form
                                        10-KSB filed by the Registrant with the
                                        SEC for its fiscal year ended November
                                        1, 1997 starting on page 22.

                                4.      List of Subsidiaries - Incorporated by
                                        reference to the Form 10-KSB filed by
                                        the Registrant with the SEC for its
                                        fiscal year ended November 1, 1997
                                        starting on page 54.































9

                           TABLE OF CONTENTS








                                                       PAGE

Independent Auditor's Report				12

Consolidated Balance Sheets				13

Consolidated Statements of Earnings			15

Consolidated Statements of
	Stockholders' Equity				16

Consolidated Statements of Cash Flows                   17

Notes to Consolidated Financial Statements              19









































10
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 October 31, 1998 and 
November 1, 1997 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 October 31, 1998 (52 weeks). These financial 
statements are the responsibility of the Company's management.  Our 
responsibility is to express an opinion on these financial statements 
based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit 
to obtain reasonable assurance about whether the financial statements 
are free of material misstatement.  An audit includes examining, on a 
test basis, evidence supporting the amounts and disclosures in the 
financial statements.  An audit also includes assessing the accounting 
principles used and significant estimates made by management, as well 
as evaluating the overall financial statement presentation.  We believe 
that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, 
in all material respects, the consolidated financial position of OPT-
Sciences Corporation and Subsidiary as of October 31, 1998 and 
November 1, 1997 and the consolidated results of their operations and 
their cash flows for each of the fiscal years in the two year period ended 
October 31, 1998 in conformity with generally accepted accounting 
principles.  




MAYER, SHANZER & MAYER, P.C.

A Professional Corporation


December 28, 1998






















11

OPT-Sciences Corporation and Subidiary
CONSOLIDATED BALANCE SHEETS
The accompanying notes are an integral part of these financial statements



ASSETS
                                           October 31,            November 1,
                                              1998                   1997 
CURRENT ASSETS				
				
Cash and cash equivalents                $ 4,190,509            $ 2,981,027 
Trade accounts receivable		     704,822 		    903,496 
Inventories                                  357,716                322,707 
Prepaid expenses                               4,573                 28,992 
Marketable securities			     501,884 		    375,489 
				
Total current assets			   5,759,504 		  4,611,711 
                                              
				
PROPERTY AND EQUIPMENT				
				
Land                                         114,006                114,006 
Building and improvements                    335,845                335,845 
Machinery and equipment                      739,007                598,607 
Small tools                                   53,580                 53,580 
Furniture and fixtures                         8,048                  8,048 
Office equipment                              26,709                 40,990 
Automobile                                    42,336                 42,336 
				
Total property and				
equipment                                  1,319,531              1,193,412 



Less: accumulated depreciation               828,382                775,441

Net property and
equipment                                    491,149                417,971 
				
Total assets                             $ 6,250,653            $ 5,029,682 























12

OPT-Sciences Corporation and Subsidiary
CONSOLIDATED BALANCE SHEETS
The accompanying notes are an integral part of these financial statements


LIABILITIES AND STOCKHOLDERS' EQUITY	

                                           October 31,            November 1,
                                              1998                   1997 
CURRENT LIABILITIES				
				
Accounts payable - trade                    $ 64,305               $ 76,267 
Accrued income taxes                         241,599                146,210 
Other current liabilities                    334,452                283,211 
				
Total current liabilities                    640,356                505,688 
				
				
STOCKHOLDERS' EQUITY

Common capital stock - par value				
$.025 per share - authorized				
and issued 1,000,000 shares                  250,000                250,000 
Additional paid in capital                   272,695                272,695 
Retained earnings                          5,254,632              4,155,972 
Net unrealized gains on				
equity securities                             20,188                 32,545 
Less treasury stock at cost -                  
224,415 shares                              (187,218)              (187,218)
				
Total stockholders' equity                 5,610,297              4,523,994 
				
Total liabilities and				
stockholders' equity                     $ 6,250,653            $ 5,029,682 
				





























13

OPT-Sciences Corporation and Subsidiary
CONSOLIDATED STATEMENTS OF EARNINGS
The accompanying notes are an integral part of these financial statements



                                       Fiscal Year Ended     Fiscal Year Ended 
                                        October 31,1998       November 1, 1997
                                          (52 Weeks)             (52 Weeks) 
					
NET SALES                                $ 4,628,429            $ 3,618,299 
					
COST OF SALES                              2,516,145              2,195,422 
					
Gross profit					
on sales                                   2,112,284              1,422,877 
					
OPERATING EXPENSES					
					
Sales & delivery                              32,721                 25,574 
General and administrative                   511,407                443,427 
					
Total operating expenses                     544,128                469,001 
					
Operating income                           1,568,156                953,876 
					
OTHER INCOME                                 205,228                152,127 
					
Net income before taxes                    1,773,384              1,106,003 
					
FEDERAL AND STATE 					
INCOME TAXES                                 674,724                431,670 
					
Net income                               $ 1,098,660              $ 674,333 
					
EARNINGS PER SHARE OF					
COMMON STOCK                                    1.42                    .87 
					
Weighted average					
number of shares                             775,585                775,625 
					























14

OPT-Sciences Corporation and Subsidiary
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
The accompanying notes are an integral part of these financial statements

				
                                        Fiscal Year Ended     Fiscal Year Ended 
                                         October 31, 1998      November 1, 1997
                                            (52 Weeks)            (52 Weeks) 
					
CASH FLOWS FROM OPERATING ACTIVITIES					
					
Net income                              $  1,098,660              $ 674,333 
					
Adjustments to reconcile net income
  to netcash provided
  by operating activities:
					
Depreciation                                  67,783                 44,022 
					
(Gain) on sale of securities                 (22,431)                (7,833)
					
Decrease (increase) in:					
Accounts receivable                          198,674               (423,318)
Inventories                                  (35,009)              (103,101)
Prepaid expenses                              24,419                 (3,054)
					
(Decrease) increase in:					
Accounts payable                             (11,962)                32,507 
Accrued income taxes                          95,389                 (4,840)
Other current liabilities                     51,241                 79,432 
					
Net cash provided 					
by operating activities                    1,466,764                288,148 
					
					
CASH FLOWS FROM INVESTING ACTIVITIES					
					
Additions to property and equipment         (140,961)               (68,941)
Purchases of securities                     (218,424)              (125,062)
Sale of securities                           102,103                330,461
					
Net cash (used) provided					
by investing activities                   $ (257,282)             $ 136,458 





















15

OPT-Sciences Corporation and Subsidiary
CONSOLIDATED STATEMENTS OF CASH FLOWS
The accompanying notes are an integral part of these financial statements

					
                                        Fiscal Year Ended     Fiscal Year Ended 
                                         October 31, 1998      November 1, 1997
                                            (52 Weeks)            (52 Weeks) 
CASH FLOW FROM					
FINANCING ACTIVITIES:					
					
Purchases of treasury stock                    $ -0-                 $ (830)
					
Net cash (used) in					
financing activities                             -0-                   (830)
					
					
Increase in cash                           1,209,482                423,776

Cash and cash equivalents
at beginning of year                       2,981,027              2,557,251
					
Cash and cash equivalents					
at end of year                           $ 4,190,509            $ 2,981,027 
					
					
					
SUPPLEMENTAL DISCLOSURES: 					
					
Interest paid                                  $ -0-                  $ -0- 
					
Income taxes paid                          $ 579,335              $ 436,448 
































16

OPT-Sciences Corporation and Subsidiary
CONSOLIDATED STATEMENTS OF CASH FLOWS
The accompanying notes are an integral part of these financial statements


                                             Reserve for              
                                             Net Unrealized           
                                             Gains or Losses          
                Common  Paid-in   Retained   on Equity        Treasury    Stock 
                Stock   Capital   Earnings   Securities       Cost        Shares
											
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   $12,094            


Purchase of											
treasury stock                                                   $(830)     $530


Balance -
November 1,
 1997         $250,000 $272,695  $4,155,972   $32,545        $(187,218) $224,415


Net income
for the fiscal
year ended
October 31,
 1998                            $1,098,660  $(12,357)                     


Balance -
October 31,
 1998         $250,000 $272,695 $5,254,632    $20,188        $(187,218) $224,415





















17

OPT-Sciences Corporation and Subsidiary
NOTES TO  CONSOLIDATED FINACIAL STATEMENTS
The accompanying notes are an integral part of these financial statements


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 
accounts 
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 estimates.

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 doubtful.  If the allowance method for doubtful accounts were used it 
would 
not have a material effect on the financial statements.

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.













18

OPT-Sciences Corporation and Subsidiary
NOTES TO  CONSOLIDATED FINACIAL STATEMENTS
The accompanying notes are an integral part of these financial statements


Marketable Securities

Marketable securities consist of debt and equity securities 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 
automobiles.  These assets are recorded at cost.

Depreciation for financial statement purposes is calculated 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.

Employee Benefit Plans

On October 1, 1998, the Company implemented a 401(k) profit sharing plan.  All 
eligible employees at the Company are covered by the Plan.  Company 
contributions are voluntary and at the discretion of the Board of Directors.  
Company contributions for the year ended October 31, 1998 were $5,490.

Earnings per Common Share

Earnings per common share were computed by dividing net income by the 
weighted average number of common shares outstanding.
















19

OPT-Sciences Corporation and Subsidiary
NOTES TO CONSOLIDATED FINACIAL STATEMENTS
The accompanying notes are an integral part of these financial statements


NOTE 2 - Inventories

Inventories consisted of the following:

                                            October 31,            November 1,
                                              1998                   1997

Finished goods                              $ 55,747               $ 57,582

Raw materials and supplies                  $ 31,852               $ 17,619

Work in progress                           $ 270,117              $ 247,506


                                           $ 357,716              $ 322,707


NOTE 3 - Marketable Securities

Marketable securities consisted of the following at October 31, 1998 and 
November 1, 1997.

                                              1998                   1997

Common stock                                 $ 4,706                $ 4,116

Preferred stock                            $ 452,031              $ 326,280

Corporate bonds                             $ 45,147               $ 45,092


                                           $ 501,884              $ 375,488



The following is an analysis of marketable securities available for sale at 
October 31, 1998 and November 1, 1997.

                                              1998                   1997

Amortized cost basis                       $ 481,696              $ 342,943

Gross unrealized gains                      $ 20,188               $ 32,545

Gross unrealized losses                          -0-                    -0-


                                           $ 501,884              $ 375,488


Sales of securities available for sale during the years ended October 31, 1998 
and November 1, 1997 were as follows:

                                              1998                    1997

Proceeds from sales                        $ 102,103               $ 330,461

Gross realized gains                        $ 22,431                 $ 7,833


20
OPT-Sciences Corporation and Subsidiary
NOTES TO CONSOLIDATED FINACIAL STATEMENTS
The accompanying notes are an integral part of these financial statements


NOTE 4 - Income Taxes

The provision for income taxes based on earnings reported in the financial 
statements is as follows:

Current Tax Expense                        October 31,           November 1,
                                             1998                   1997

Federal                                    $ 522,769             $ 334,309

State                                      $ 151,955              $ 97,361

        Total                              $ 674,724             $ 431,670


The Company has no deferred tax liabilities. The deferred tax asset of $13,200 
resulting from capital loss carryforwards of $66,036 was reduced by a valuation 
allowance of $13,200.  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.  Book and tax depreciation differences are not 
considered material to these financial statements.


NOTE 5 - Major Customers

Two customers accounted for approximately $3,036,600 and $362,000 of net sales 
during the year ended October 31, 1998 and approximately $1,976,100 and 
$776,900 of net sales during the year ended November 1, 1997.  The amount due 
from these customers, included in trade accounts receivable, was approximately 
$510,400 for the year ended October 31, 1998 and $724,600 for the year ended 
November 1, 1997.


NOTE 6 - Concentration of Credit Risk of Financial Instruments

The Company has various demand and time deposits with financial institutions 
where the amount of the deposits exceeds 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 
deposits failed completely to perform according to the terms of the deposit was 
$3,830,031 at October 31, 1998 and  $2,221,983 at November 1, 1997.


















21


 

 



                                  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   , 1999


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   , 1999
Anderson L. McCabe           Director         


                             Secretary,             January   , 1999
Arthur J. Kania              Treasurer and 
                             Director                 
												
                             Director               January   , 1999
Arthur J. Kania, Jr.


                             Chief                  January   , 1999
Harvey Habeck                Accountant