[LIVE]

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, DC   20549                      
                            FORM lO-KSB                                   
				

[X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (Fee Required)
For the fiscal year ended October 26, 1996

[ ]     TRANSITION REPORT UNDERSECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required) 
For the fiscal year ended October 26, 1996     

Commission File No. 0-1455

                       OPT-SCIENCES CORPORATION               
   (Name of small business issuer as specified 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 pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the 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 issuer was required to file such reports), and (2) has
 been subject to such filing requirements for the past 9O days.
                     YES   X              NO

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

	State issuer's revenues for its most recent fiscal year: $2,500,000.

The aggregate market value of the 243,239 common shares held by non-affiliates 
of the issuer, based on the average of the bid and asked prices as of 
December 30, 1996, was approximately $1,277,000.




(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

	State the number of shares outstanding of each of the issuer's classes at 
 common equity, as of the latest practical date: 776,115 shares of Common Stock
 as of December 31, 1996.

Documents Incorporated by Reference	
	

	Notice of the 1997 Annual Meeting of Shareholders to be held on March 19, 1997
 and related Information Statement which are to be filed are incorporated by 
reference into Items 9 through 12 of Part
III.  Exhibits 3 and 21 of Form 10-K for the fiscal year ended October 31, 1982,
 are incorporated by reference into Exhibits 3 and 21 respectively of Item 13, 
Part IV. 

	Transitional Small Business Disclosure Format

	Yes   ; No X  
<PAGE>
                        TABLE OF CONTENTS

          FORM lOKSB ANNUAL REPORT -- FISCAL YEAR 1996
             OPT-SCIENCES CORPORATION AND SUBSIDIARY

                            PART I                                 

                                                               PAGE
	Item  1.Description of Business . . . . . . . . . . . . .   3

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

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

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

                             PART II

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

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

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

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

 
                            PART III

	Item  9.Directors, Executive Officers,Promotors and 
		 Control Persons; Compliance with Section 16(a)
		 of the Exchange Act  . . . . . .  . . . . . . . .    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 . . . . . . . . . . . . . . . . . . . . . . .   23      <PAGE>
           

PART I

Item  1.	Description of Business

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

	The business is labor intensive.  As of October 26, 1996, the Company and its 
operating subsidiary employed 41 persons, an increase of 10 from the preceding 
year.  This number is expected to increase in Fiscal 1997.  The aircraft 
industry is retrofitting older airplanes and replacing glass lenses in 
instrument panels with flat panel displays which the Company manufactures, thus
 resulting in a build up in demand for the Company's products.  Overall labor 
relations with the employees are satisfactory.  None 
tine employee benefits, such as life and health insurance. The Company does not
 maintain any qualified pension or profit sharing plan for its employees.

	There are many companies in the United States and overseas which compete 
against the Company in its manufacture and coating of glass lenses and glass for
 flat panel displays for aircraft.  There are presently a number of competitors
 of the Company, which are as large as or larger than the Company and have 
greater financial resources than the Company.  The principal methods of 
competition in this industry are price, product quality, delivery date controls,
 and other customer services.  The Company's quality
rtant to the Company's business is its ability to manufacture optical thin film
 coatings for glass lenses and glass instruments used on cathode ray tubes 
(CRTs) and liquid crystal displays (LCDs).  In addition, the Company has gained
 considerable visibility as an approved vendor to supply avionic display glass 
for many aerospace instrument manufacturers.  It's glass lenses are used on all
 types of applications from handheld scanners to the avionic displays used on 
the space shuttle.
	
	The Company's products are sold domestically and abroad primarily by the 
Company's President and other management personnel.  Four aerospace instrument 
manufacturers constituted approximately 75% of total sales in Fiscal 1996. No 
other customer makes up more than 5%.  New technology has reduced dependence on
 the Company's glass for electro-mechanical instruments, which is declining in
 significance as a Company product.  The Company now   coats more glass for CRTs
 and LCDs which its customers are using in l

	
	Based on current projections, sales and earnings are expected to increase 
moderately in Fiscal 1997.  The Company's development of new specialty coatings 
used on high performance CRTs and LCDs and its penetration into commercial flat
 panel display markets will pave the way for increased sales in 1997.
	
	Foreign sales for Fiscal l996 constituted approximately 6% of sales. This is 
the same as the prior year.  The Company does not expect significant changes in
 Fiscal 1997.

	The Company had a backlog of orders totalling $900,000 at the end of Fiscal 
l996.  This represented a 50% increase from $605,000 at the end of Fiscal l995.
  Since the manufacturing cycle for the Company is generally less than one year,
 most of the backlog registered at the end of the fiscal year is expected to be
 completed during Fiscal 1997.

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

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

Item 2.	Description of Property

	Operations are conducted at the principal office and manufacturing facility 
located in the East Riverton Section of Cinnaminson, New Jersey. This property 
is owned by the Company's operating subsidiary in fee simple, and the property 
is not encumbered by any lien or mortgage. The facility is constructed of 
cinderblock and masonry construction appropriate to its size and use and 
contains approximately ll,OOO square feet of manufacturing space.  The Company's
operating subsidiary also owns and utilizes 
a building containing 8,000 square feet of warehouse and manufacturing space on
 premises adjacent to the manufacturing facility.

Item 3.	Legal Proceedings

	 Not applicable. 


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

	 Not applicable.


PART II


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

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

Fiscal 1995                   Bid           Asked
	First Quarter		$1.50 - 1.88   $2.50 - 2.75
	Second Quarter		 1.50 - 1.88    2.25 - 2.75
	Third Quarter		 1.50 - 2.50    2.25 - 2.75
	Fourth Quarter		 2.50 - 2.75    3.75 - 4.25

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

	The Company had 1,043 shareholders of record of its Common Stock as of 
December 31, 1996.

Distributions

	No distribution was made to shareholders in l995 or 1996 and the Board of 
Directors has taken no action to provide for distributions during 1997. 


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 1997.  The Company also anticipates earnings in Fiscal 1997 which
will further assure the Company's ability to meet its capital expenditure 
requirements. 

RESULTS OF OPERATIONS.

                         Fiscal Year 1996            

	Fiscal 1996 improved over Fiscal 1995, attributable in large part to a still 
growing commercial aircraft market and a military market which is seeing more 
retrofit programs as opposed to new aircraft manufacture.  The Company's sales 
increased by 36% and operating income increased by 120% from Fiscal 1995.  Other
sources of income did not change materially from the prior year.  Besides funds
needed to convert a portion of the 8,000 square feet of warehouse space in a 
building adjacent to the Company's head
id not engage in any significant capital expenditures.

	
                   Fiscal Years 1995 and 1994

	Fiscal 1995 ended with net sales increasing by 18% from fiscal year 1994 and 
profits increased by 44% as a continuation of normal levels of profitability 
experienced in the final 2 quarters of Fiscal 1994.  Other sources of income 
remained comparable to 1994.

Fiscal 1994 ended with net sales increasing significantly from the prior 
year, which suffered from a weak market, strong price competition, depressed 
prices and reduced profit margins for many of the Company's products.

There were no significant changes in machinery, material and depreciation 
accounts during Fiscal 1994 and 1995.

INFLATION

	During the three year period that ended on October 26, 1996, 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 Max S. Mayer & Co., P.C. dated January 6, 1997, are filed as part of
 this report below under Item 13.


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

		Not applicable.


PART III

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


Item 13.	Exhibits and Reports on Form 8-KSB

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

				See Index to Consolidated Financial Statements and Schedules on page 11.

			2.	Exhibits:
	
				3.	Articles of Incorporation and By-Laws - See page 33 et seq. of Form lOK 
for the fiscal year ending in 1982. 


			21.	List of Subsidiaries -See page 67 of Form lOK for the fiscal year ending
 in 1982.

		(b)	Reports on Form 8-KSB:

			No reports on Form 8-KSB were filed during the period covered by this report.


                           SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly 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   , 1997


Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below by the following persons on behalf of the 
Registrant and in the capacities and on the date indicated.  The signatures 
include a majority of directors of the Registrant.

	SIGNATURE				TITLE			DATE

                         	President	and	January   , 1997
Anderson L. McCabe			Director		



                         	Secretary, 	January   , 1997
Arthur J. Kania			Treasurer and 
						Director			
												
												
                         	Director   	January   , 1997
Arthur J. Kania, Jr.



                         	Chief      	January   , 1997
Harvey Habeck				Accountant				










        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
                                         OPT-Sciences Corporation
                                              and Subsidiary
        
                                           Financial Statements
            
                                      Years ended October 26, 1996 and
                                              October 28, 1995






        
        
        
        
        
        
        
        
        
        
        
        
        
        
                               TABLE OF CONTENTS      
        
        
        
        
        
        Independent Auditor's Report                         12
        
        Consolidated Balance Sheets                        13 - 14
        
        Consolidated Statements of Earnings                  15
        
        Consolidated Statements of Stockholders'
         Equity                                              16
        
        Consolidated Statements of Cash Flows              17 - 18
        
        Notes to Consolidated Financial Statements         19 - 22
        
        






        
        
        
        
        
        
        
        
        
        
        
                          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  26,  1996 
        and  October 28, 1995 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 26,  1996  (52 
        weeks). These  financial statements are the responsibility of the 
        Company's management.  Our responsibility is to express an  opin-
        ion on these financial statements based on our audits.
        
        We  conducted  our audits in accordance with  generally  accepted 
        auditing  standards.   Those standards require that we  plan  and 
        perform  the audit to obtain reasonable assurance  about  whether 
        the  financial statements are free of material misstatement.   An 
        audit  includes examining, on a test basis,  evidence  supporting 
        the  amounts  and disclosures in the  financial  statements.   An 
        audit also includes assessing the accounting principles used  and 
        significant estimates made by  management, as well as  evaluating 
        the  overall financial statement presentation.  We  believe  that 
        our audits provide a reasonable basis for our opinion.
        
        In   our  opinion, the  financial  statements referred  to  above 
        present fairly, in all material respects, the consolidated finan-
        cial  position of OPT-Sciences Corporation and Subsidiary  as  of 
        October  26,  1996 and October 28, 1995,  and  the   consolidated 
        results of their operations and their cash flows for each of  the 
        fiscal  years  in the two year period ended October 26,  1996  in 
        conformity with generally accepted accounting principles.  
        
        
        
        
        MAX S. MAYER & CO., P.C.
        
        A Professional Corporation
        
        January 6, 1997






        
                     OPT-Sciences Corporation and Subsidiary
                           CONSOLIDATED BALANCE SHEETS
                                         
        
                                     ASSETS
              
        
                                              October 26,     October 28,      
                                                  1996            1995     
        CURRENT ASSETS
        
         Cash and cash equivalents            $2,557,251      $2,628,274
         Trade accounts receivable-net           480,178         302,391
         Inventories                             219,606         167,239
         Prepaid expenses                         25,938          25,188  
         Marketable securities                   560,962         174,629
        
            Total current assets               3,843,935       3,297,721
        
        
        PROPERTY AND EQUIPMENT
        
         Land                                    114,006         114,006
         Building and improvements               304,044         223,059
         Machinery and equipment                 594,783         586,834
         Small tools                              53,580          53,580
         Furniture and fixtures                    8,048           8,048
         Office equipment                         35,615          35,615
         Automobiles                              30,315          30,315
        
          Total property and
           equipment                           1,140,391       1,051,457
        
           Less accumulated depreciation         747,340         709,346
        
              Net property and                 
               equipment                         393,051         342,111
        
        
               Total assets                   $_________      $_________ 






                     OPT-Sciences Corporation and Subsidiary
                           CONSOLIDATED BALANCE SHEETS
        
        
        
        
                      LIABILITIES AND STOCKHOLDERS' EQUITY
        
                                                     
                                              October 26,     October 28,
                                                  1996            1995   
        
        CURRENT LIABILITIES
        
         Accounts payable - trade                $43,760         $50,561
         Accrued income taxes                    151,050          49,542
         Other current liabilities               203,779         109,942 
         
           Total current liabilities             398,589         210,045
        
        
        STOCKHOLDERS' EQUITY
        
         Common capital stock - par value
          $0.25 per share - authorized
          and issued 1,000,000 shares            250,000         250,000
         Additional paid in capital              272,695         272,695
         Retained earnings                     3,481,639       3,078,329
         Net unrealized gains  
          on marketable securities                20,451          14,588 
         Less treasury stock at cost -
          223,885 shares                      (  186,388)     (  185,825)
        
           Total stockholders' equity          3,838,397       3,429,787
        
             Total liabilities and
              stockholders' equity            $_________      $_________






                     OPT-Sciences Corporation and Subsidiary
                       CONSOLIDATED STATEMENTS OF EARNINGS 
        
        
        
                                                Fiscal Year Ended              
                                            1996                1995     
                                          (52 Weeks)          (52 Weeks)
        
        NET SALES                         $2,593,297          $1,894,139        

        COST OF SALES                      1,638,401           1,353,937        
       
          Gross profit on sales              954,896             540,202        
        
        OPERATING EXPENSES
        
         Sales and delivery                   18,831              19,012       
         General and administrative          384,775             273,971     
        
          Total operating expenses           403,606             292,983    
        
            Operating income                 551,290             247,219 
        
        
        OTHER INCOME                         137,445             109,022    
        
          Net income before taxes            688,735             356,241
        
        FEDERAL AND STATE
         INCOME TAXES                        285,425             134,575    
        
             Net income                   $_________          $_________       
       
        
        EARNINGS PER SHARE OF
         COMMON STOCK                      _________           _________  
        
        Weighted average
         number of shares                  _________           _________






                     OPT-Sciences Corporation and Subsidiary
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                      October 26, 1996 and October 28, 1995
        
        
        
                                                    Reserve for
                                                   net unrealized
                                                     gains or 
                                                    losses on                 
                       Common   Paid -In  Retained    equity   Treasury  Stock
                        Stock   Capital   Earnings  securities  Cost     Shares
    
  
  Balance - October
   29, 1994           250,000   272,695  2,856,663   ( 5,453)  (185,405) 223,236
  
  Net income for
   the fiscal year
   ended October 28,
   1995                                    221,666    20,041 
  
  Acquisition of 
   common stock                                                (    420)     280
    
  Balance - October
   28, 1995           250,000   272,695  3,078,329    14,588   (185,825) 223,516
  
  Net income for
   the fiscal year
   ended October 26,
   1996                                    403,310     5,863                  
  
  Correction of number
   of treasury stock
   shares (per confirm)                                                   (   6)
       
  Acquisition of
   common stock                                                (    563)     375
       
  Balance - October
   26, 1996          $_______  $_______ $_________  $ ______  $(_______) _______
       
        
        
        






                     OPT-Sciences Corporation and Subsidiary
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
        
                                                Fiscal Year Ended              
                                          October 26,         October 28,   
                                             1996                1995     
                                           (52 Weeks)          (52 Weeks)
        Cash flows from 
         operating activities
        
        Net earnings                         $403,310           $221,666
        Adjustments to reconcile
         net earnings to net cash
         provided by operating activities:
        
          Depreciation and
           Amortization                        37,995             38,212
        
          (Gain) on sale of
           securities                      (    2,657)        (    1,762) 
        
          Decrease (increase) in
           Accounts receivable             (  177,787)            83,632  
           Inventories                     (   52,367)         (  12,844)
           Prepaid expenses                (      750)             4,883        
        
          (Decrease) increase in
           Accounts payable                (    6,801)            27,766 
           Accrued income taxes               101,508          (   9,814)  
           Other current liabilities           93,837             31,341   
        
        Net cash provided by
         operating activities                 396,288            383,080   
        
        Cash flows from 
         investment activities:
        
         Additions to property
          and equipment                    (   88,934)        (   25,168)   
         Purchases of available for
          sale securities                  (  387,780)        (   36,853)
         Proceeds from sales      
          of securities                         9,966             34,355  
        
            Net cash used by
             investing activities          (  466,748)        (   27,686)
        






                     OPT-Sciences Corporation and Subsidiary
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
        
        
                                                Fiscal Year Ended              
                                          October 26,         October 28,   
                                              1996                1995     
                                           (52 Weeks)          (52 Weeks)
        
        Cash flows from 
         financing activities:
        
         Purchases of treasury stock      (      563)         (      420)   
        
             Net cash used in
              financing activities        (      563)         (      420)   
         
         (Decrease) increase in cash      (   71,023)            354,974  
        
        Cash and cash equivalents
          at beginning of year             2,628,274           2,273,300
        
        Cash and cash equivalents
         at end of year                   $_________          $_________        
        
        
        Supplemental disclosures of
         cash flow information
        
         Cash paid (received)
          during the year for:
        
          Interest paid                    $________          $_________
        
          Income taxes paid                $________          $_________
        






                     OPT-Sciences Corporation and Subsidiary
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      October 26, 1996 and October 28, 1995
        
        
        
        NOTE 1 -  Summary of Significant Accounting Policies
        
                  Principles of consolidation
        
                  The   consolidated  financial  statements  include  the 
                  accounts  of  OPT-Sciences Corporation and  its  wholly 
                  owned  subsidiary.   All significant  intercompany  ac-
                  counts  and transactions have been eliminated.  Certain 
                  prior year amounts have been reclassified to conform to 
                  the current year's classifications.
        
                  Cash and Cash Equivalents
        
                  The Company considers certificates of deposit and  debt 
                  securities purchased with a maturity of three months or 
                  less to be cash equivalents.
        
                  Line of Business and Credit Concentration
        
                  The  Company, through its wholly owned  subsidiary,  is 
                  engaged in grinding, polishing, coating and painting of 
                  optical  glass for the custom fabrication of  precision 
                  optical  components  for  aircraft  instruments.    The 
                  Company grants credit to companies within the aerospace 
                  industry.
        
                  Accounts Receivable
        
                  Bad  debts  are charged to operations in  the  year  in 
                  which  the account is determined to  be  uncollectible.  
                  If the allowance method for uncollectible accounts were 
                  used it would not have a material effect on the  finan-
                  cial statements 
        
                  Inventories
        
                  Raw materials are stated at the lower of average   cost 
                  or  market.  Work  in process and  finished  goods  are 
                  stated  at accumulated cost of raw material, labor  and 
                  overhead, or market, whichever is lower.  Market is net 
                  realizable value.  
        
                  Marketable Securities
        
                  Marketable securities consist of debt and equity  secu-
                  rities  and  mutual funds.  Equity  securities  include 
                  both common and preferred stock.  






                          OPT-Sciences Corporation and Subsidiary
                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           October 26, 1996 and October 28, 1995
        
        
        
                  The  Company's investment securities are classified  as 
                  "available-for-sale".   Accordingly,  unrealized  gains 
                  and losses and the related deferred income tax  effects 
                  when material, are excluded from earnings and  reported 
                  in  a  separate  component  of  stockholders'   equity.  
                  Realized gains or losses are computed based on specific 
                  identification of the securities sold.
        
        
                  Property and Equipment
                  
                  Property and equipment are comprised of land,  building 
                  and improvements, machinery and equipment, small tools, 
                  furniture  and fixtures, office equipment  and  automo-
                  biles.  These assets are recorded at cost. 
             
                  Depreciation for financial statement purposes is calcu-
                  lated  over estimated useful lives of three to  twenty-
                  five years, using the straight-line method.  
        
                  Maintenance  and  repairs  are charged  to  expense  as 
                  incurred.
        
                  Income Taxes
        
                  Deferred  income taxes reflect the net tax  effects  of 
                  temporary  differences between the carrying amounts  of 
                  assets and liabilities for financial reporting purposes 
                  and the amounts used for income tax purposes.
             
                  Earnings per Common Share
        
                  Earnings per common share were computed by dividing net 
                  income by the weighted average number of common  shares 
                  outstanding.
        






                          OPT-Sciences Corporation and Subsidiary
                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           October 26, 1996 and October 28, 1995
        
        NOTE 2 -  Inventories
        
                  Inventories consisted of the following:
        
                                                October 26,   October 28,  
                                                    1996          1995  
               
                   Finished Goods                $ 47,760       $ 34,450 
                   Raw materials and
                    supplies                       32,506         32,058      
                   Work in process                139,340        100,731 
        
                                                 $_______       $_______ 
        
        NOTE 3 - Marketable Securities
                                        
                  Marketable  securities  consisted of the  following  at 
                  October 26, 1996 and October 28, 1995.
        
                                                   1996          1995
        
                     Common stock               $  4,088      $  4,013 
                     Preferred stock             218,837       154,976 
                     Corporate bonds              31,232         7,472 
                     Equity mutual funds             -0-         8,168
                     Unit investment trusts       11,586           -0-
                     U.S. treasury bills         295,219           -0-
        
                                                $_______      $_______
               
        
                  The  following is an analysis of marketable  securities 
                  available for sale at October 26, 1996 and October  28, 
                  1995.
        
                                                  1996           1995
        
                     Amortized cost basis      $540,511       $160,041
                     Gross unrealized gains      20,451         14,588
                     Gross unrealized losses        -0-            -0-  
        
                                               $_______       $_______
              
        
                  Sales of securities available for sale during the years 
                  ended  October  26, 1996 and October 28, 1995  were  as 
                  follows:
                                                 1996            1995
        
                     Proceeds from sales       $ 9,966         $34,335
        
                     Gross realized gains      $ 2,657         $ 1,762         






                          OPT-Sciences Corporation and Subsidiary
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           October 26, 1996 and October 28, 1995
        
        
        
        NOTE 4 -  Income Taxes
        
                  The  provision for income taxes based on  earnings  re-
                  ported in the financial statements is as follows:
        
                  Current Tax Expense             October 26, October 28,     
                                                     1996        1995     
            
                   Federal                        $220,860      $104,084        
                   State                            64,565        30,491 
        
                     Total                        $_______      $_______ 
        
        
                  For  the years ended October 26, 1996 and  October  28, 
                  1995,  there was no provision for deferred taxes.   The 
                  company  has  no deferred tax liabilities and  the  de-
                  ferred  tax assets of the tax effect of a capital  loss 
                  carryforward  in  the amount of $68,488.   A  valuation 
                  allowance  was established for the capital  loss  since 
                  the  Company  does not believe that it is  more  likely 
                  than not that it will generate sufficient capital gains 
                  within  the  appropriate time period  to  offset  those 
                  capital losses.
        
        
        NOTE 5 -  Major Customers
        
                  Two customers accounted for approximately $800,200  and 
                  $694,200 of net sales during the year ended October 26, 
                  1996  and  approximately $681,500 and $468,700  of  net 
                  sales  during  the year ended October  28,  1995.   The 
                  amount  due  from these customers,  included  in  trade 
                  accounts receivable, was approximately $326,500 for the 
                  year  ended October 26, 1996 and $141,000 for the  year 
                  ended October 28, 1995. 
        
        
        NOTE 6 -  Concentration of Credit Risk of Financial instruments
        
                  The  Company has various demand and time deposits  with 
                  three  financial institutions where the amount  of  the 
                  deposits  exceed  the federal insurance limits  of  the 
                  institution  on such deposits.  The maximum  amount  of 
                  accounting loss that would be incurred if an individual 
                  or group that makes up the concentration of the  depos-
                  its failed completely to perform according to the terms 
                  of  the deposit was $2,018,724 at October 26, 1996  and 
                  $2,069,132 at October 28, 1995.