SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC   20549
                                 FORM 10-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 28, 2000

    [   ] 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: (856) 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 90 days.
                   YES   X              NO

    Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB  (X)

    State  issuer's  revenues  for its most  recent  fiscal year:
$3,659,069.

The aggregate market value of the 240,165 common shares held by
non-affiliates of the registrant is $1,096,000, computed by reference to the
closing bid and asked prices of such stock as of December 28, 2000.


                                    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: 775,585 Shares outstanding as of December 28, 2000.

Documents Incorporated by Reference

    Notice of the 2000 Annual Meeting of Shareholders to be held on March
21, 2001 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 21(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 10-KSB ANNUAL REPORT -- FISCAL YEAR 2000
             OPT-SCIENCES CORPORATION AND SUBSIDIARY


PART I

                                                              PAGE
Item  1.Description of Business                                4
Item  2.Description of Property                                6
Item  3.Legal Proceedings                                      7

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                                              8

Item  7.Financial Statements                                   9

Item  8.Changes In and Disagreements with Accountants
        on Accounting and Financial Disclosure                 9


PART III


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

Item 10. Executive Compensation                                9

Item 11.Security Ownership of Certain Beneficial Owners
   and Management                                              9

Item 12.Certain Relationships and Related
   Transactions                                                9

PART IV


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

Signatures                                                    10




                                   3
                             PART 1

ITEM 1.  DESCRIPTION OF BUSINESS

BUSINESS OF THE COMPANY.  Overview.  Opt-Sciences Corporation,
formed in 1956, conducts its business through its wholly owned
subsidiary, O & S Research, Inc.  Both companies are New Jersey
corporations.  As used in this form 10-KSB, the term "Company"
refers to the combined operations of Opt-Sciences Corporation and O
& S Research, Inc.  The principal business of the Company is to provide
optical coatings, filters, faceplates 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 coating used for
electromagnetic interference shielding.  Either or both coatings are
applied to different types of glass face plates which are mounted on
the front of liquid crystal displays (LCDs), cathode ray tubes
(CRTs) and electromechanical displays (EMDs).

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.  Last year the Company acquired additional thin film
coating equipment which will allow the Company to apply
anti-reflection coatings to large glass substrates and optical
filters at a more competitive price. When the equipment is brought
on line, output will be used for displays generally larger than 13"
diagonal. Both LCD and CRT displays in this size range are used in
medical, industrial and commercial products and will serve a new
customer and product base for the Company.


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 2001, Management has seen a
                                 4
decline in orders for the commercial aircraft industry more than
offset by new orders for the executive aircraft industry and for
other coated flat panel displays.

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 also maintains its
own website at osresearch.com.  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 for supplying
anti-glare face-plates for the U.S. space shuttle avionics program.
The Company continues to be the lead supplier for the anti-glare
panels for the flat panel displays on the Boeing 777,737-800 and the
new 717.  The Company's customer base is narrow, with three
customers constituting 67.1% of all sales.  The Company had a
backlog of orders equal to $1.8 million at the end of Fiscal Year
2000, approximately 80% higher than at the end of the prior year.
The Company continues to see increases in the flow of new orders.
Management attributes this increase primarily to the demand for new
and retrofitted commercial and executive aircraft.

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 depositing of a thin film of a metal
or metal-oxide on the surface of the glass. The process takes place
in a heated vacuum chamber. The deposition material is heated to
over 1800C causing it to evaporate. When the vapor contacts the
glass,  it condenses forming a very thin film as hard as the
original metal being evaporated. The thin films range from 250
angstroms to 1500 angstoms thick.

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, and
it does not spend material sums of money for those purposes.

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 28, 2000, the Company employed 45 full
time and 7 part time individuals, none of whom are union members.
This remains unchanged from the end of fiscal 1999.  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
provides a 401K Plan for the benefit of all its employees; it does
not have any stock option plan.

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.

The SEC maintains an Internet site that contains reports and
information statements and other information regarding the Company.
The URL address of that site is http://www.sec.gov.

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.  In addition, the Company is leasing on a year to year

                                 6
basis 5000 square feet for general warehouse and material storage.
Together, those facilities meet the Company's current space
requirements.  In order to meet projected space requirements, the
Company will require additional manufacturing space.  The Company is
currently reviewing its real estate options and has not made a final
decision yet on this matter.

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 2000.


                             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 Pink Sheets LLC., and reflects inter-dealer prices,
without retail mark up, mark down or commission and may not
necessarily represent actual transactions.


Fiscal 1999               Bid                              Ask
   First Quarter         $6.25                           $7 - 7.75
   Second Quarter      5.75 - 6.25                     6.25 - 7.50
   Third Quarter          5 - 5.75                     5.50 - 6.25
   Fourth Quarter           5                              6-6.25

Fiscal 2000               Bid                              Ask
   First Quarter        4.125-5                            6-7.50
   Second Quarter       4.125-4.25                      7.50-7.625
   Third Quarter        4.25-4.50                       7.50-7.625
   Fourth Quarter       4.50-4.75                          7-7.75

As of December 29, 2000, the closing bid for the Common Stock was
$4.125 and the closing ask was $5 per share.

The Company had 974 shareholders of record of its Common Stock as of
December 31, 2000.







                                    7
DISTRIBUTIONS

The Company did not declare or pay any dividend on its Common Stock
during Fiscal Year 2000 and does not presently intend to pay
dividends on its Common Stock in the foreseeable future.

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 and credit to fund its contemplated
capital and operating activities through Fiscal 2001.  The Company
also anticipates earnings in Fiscal 2001 which will further assure
the Company's ability to meet its capital expenditure requirements.

                      RESULTS OF OPERATIONS

                        FISCAL YEAR 2000

Results from Fiscal 2000 were down from the prior year.  Sales
decreased by 13.8% and operating income decreased by 87%. The drop
in operating income was in a large part due to a significant
material quality problem with one of the Company's key suppliers.
The unanticipated loss of sales in the fourth quarter combined with
increased manufacturing expenses as the Company was ramping up
manufacturing capacity resulted in the large drop off in operating
profits. Since then, the commercial, business and military avionics
markets all have been seeing an increase in demand as the fourth
quarter was finishing. The Company has been hiring and training new
employees to handle the business increases from its current customer
base. Management expects the increase in demand to continue through
fiscal 2001. The Company's operating profit is expected to increase
when the Company adds the extra capacity and begins to fill the
increased orders from customers. The increase in the Company's
backlog of orders at the end of the fiscal year to $1.8 million is
an indication of increasing customer demand.

Income from other investment sources increased 26%. However, overall
net income and earnings per share still decreased 67% from the prior
fiscal year.




                         FISCAL YEAR 1999

Results from Fiscal 1999 were down from the prior year. Sales
decreased by 20% and operating income decreased by approximately
38%. The commercial avionics market softened causing the decline in
sales. The demand for anti-glare faceplates stabilized during the
year at a level significantly below the production rates set the
prior year. Although the business aircraft market is doing very

                                8
well, the amount of orders in the business aircraft market and in
the military avionics market were not enough to offset the decline
in the Company's commercial aircraft market. Other sources of income
increased approximately 29%, primarily related to an increase in
interest earning assets.

INFLATION

During the three year period that ended on October 28, 2000,
inflation did not have a material effect on the Company's operating
results.

ITEM 7. FINANCIAL STATEMENTS


The Consolidated Financial Statements, the notes thereto, and the
report thereon by Mayer, Shanzer & Mayer, P.C. dated January 5,
2001, are filed as part of this report on pages 12 to 24 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.


                            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 Section 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 12.

                 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.

                 21.  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
                           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   , 2001


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

_________________________
Anderson L. McCabe              President         January ___, 2001
                                And Director

_________________________
Arthur J. Kania                 Secretary,        January ___, 2001
                                Treasurer and
                                Director

_________________________
Arthur J. Kania, Jr.            Director          January ___, 2001

_________________________
Harvey Habeck                   Chief             January ___, 2001
                                Accountant
















                                    10
                              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






































                                    11






                  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 28, 2000 and October
30, 1999 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 28, 2000 (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 28, 2000 and
October 30, 1999 and the consolidated results of their operations and
their cash flows for each of the fiscal years in the two year period
ended October 28, 2000 in conformity with generally accepted
accounting principles.




MAYER, SHANZER & MAYER, P.C.

A Professional Corporation


January 5, 2001




                                  12




                                ASSETS


                              October 28,               October 30,
                                 2000                       1999
CURRENT ASSETS

Cash and cash equivalents    $  4,196,034           $  4,308,767
Trade accounts receivable         525,560                573,215
Inventories                       379,544                487,793
Prepaid expenses                   25,746                 25,111
Prepaid income tax                177,245                184,106
Marketable securities             791,019                497,184

Total current assets            6,095,148              6,076,176


PROPERTY AND EQUIPMENT

Land                              114,006                114,006
Building and improvements         346,571                346,571
Machinery and equipment         1,135,520                830,027
Small tools                        53,580                 53,580
Furniture and fixtures              8,048                  8,048
Office equipment                   50,924                 38,265
Automobile                         42,336                 42,336

Total property and
equipment                       1,750,985              1,432,833

Less: accumulated depreciation    954,536                875,156

Net property and
equipment                         796,449                557,677

OTHER ASSETS

Deposits                            2,837                    -0-

Total assets                $   6,894,434          $   6,633,853















                                  13

             LIABILITIES AND STOCKHOLDERS' EQUITY

                              October 28,               October 30,
                                 2000                      1999
CURRENT LIABILITIES

Accounts payable - trade     $   130,131               $   42,048
Other current liabilities        188,737                  261,209

Total current liabilities        318,868                  303,257


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              6,249,750                6,004,651
Accumulated other comprehensive income:
Unrealized holding (loss) gain
on marketable securities          (9,661)                  (9,512)
Less treasury stock at cost -
224,415 shares and
224,425 shares                  (187,218)                (187,238)

Total stockholders' equity     6,575,566                6,330,596

Total liabilities and
stockholders' equity       $   6,894,434            $   6,633,853





















                                  14




                    Fiscal Year Ended               Fiscal Year Ended
                    October 28, 2000                October 30, 1999
                       (52 Weeks)                      (52 Weeks)

NET SALES             $   3,384,396                   $   3,929,887

COST OF SALES             2,667,612                       2,301,982

Gross profit on sales       716,784                       1,627,905

OPERATING EXPENSES

Sales & delivery             82,539                          32,074
General and administrative  506,907                         574,647

Total operating expenses    589,446                         606,721

Operating income (loss)     127,338                       1,021,184

OTHER INCOME                274,673                         217,937

Net income before taxes     402,011                       1,239,121

FEDERAL AND STATE
INCOME TAXES                156,912                         489,102

Net income              $   245,099                     $   750,019

EARNINGS PER SHARE OF
COMMON STOCK                   0.32                            0.97

Weighted average number
of shares                   775,585                         775,585























                                          15
                                              Accumulated
                                                 Other
                Common    Paid-in   Retained Comprehensive Treasury
                Stock     Capital   Earnings     Income      Cost     Total

BALANCE -
OCTOBER 31,
1998           $250,000   $272,695 $5,254,632  $25,502 $(187,218) $ 5,615,611
COMPREHENSIVE INCOME
Net income for the fiscal year
ended October 30, 1999                750,019                         750,019
Other comprehensive income,
net of tax:
Unrealized holding losses on
securities arising during period,
net of tax of $15,856                          (21,020)               (21,020)
Less: reclassification of
beginning balance tax effects                  (13,994)               (13,994)

TOTAL COMPREHENSIVE
INCOME                                                                715,005

PURCHASE OF TREASURY STOCK                                   (20)         (20)

BALANCE -
OCTOBER 30,
1999            250,000    272,695  6,004,651   (9,512) (187,238)   6,330,596

COMPREHENSIVE INCOME
Net income for the fiscal year
ended October 28, 2000                245,099                         245,099
Other comprehensive income,
net of tax:
Unrealized holding losses on
securities arising during period,
net of tax of $113                                (149)                  (149)

TOTAL COMPREHENSIVE
INCOME                                                                244,950

ADJUSTMENT OF PRIOR
TREASURY STOCK PURCHASE                                       20           20

BALANCE
OCTOBER 28,
 2000          $250,000   $272,695 $6,249,750  $(9,661)$(187,218)  $6,575,566









                                    16
                             Fiscal Year Ended          Fiscal Year Ended
                               October 28, 2000            October 30, 1999
                               (52 Weeks)                  (52 Weeks)
CASH FLOWS FROM OPERATING ACTIVITIES

Net income                      $   245,099             $   750,019

Adjustments to reconcile net income to net
cash provided by operating activities:

Depreciation                         79,380                  74,861

(Gain) on sale of securities        (13,371)                    -0-

Decrease (increase) in:
Accounts receivable                  47,655                 131,607
Inventories                         108,249                (130,077)
Prepaid expenses                       (635)                (20,538)
Prepaid income taxes                  6,861                (184,106)
Deposits                             (2,837)                    -0-

(Decrease) increase in:
Accounts payable                     88,083                 (22,257)
Accrued income taxes                    -0-                (241,599)
Other current liabilities           (72,472)                (73,243)

Net cash provided
by operating activities             486,012                 284,667

CASH FLOWS FROM INVESTING ACTIVITIES

Additions to property
and equipment                      (318,152)               (141,389)
Purchases of securities            (327,953)                (25,000)
Sale of securities                   47,340                     -0-

Net cash (used)
by investing activities        $   (598,765)           $   (166,389)


















                                      17
                              Fiscal Year Ended         Fiscal Year Ended
                              October 28, 2000          October 30, 1999
                                (52 Weeks)                 (52 Weeks)
CASH FLOWS FROM
FINANCING ACTIVITIES

Purchases of treasury stock         $   20               $   (20)

Net cash provided (used) by
financing activities                    20                   (20)

(Decrease) increase in cash       (112,733)              118,258

Cash and cash equivalents
at beginning of year             4,308,767             4,190,509

Cash and cash equivalents
at end of period             $   4,196,034         $   4,308,767

SUPPLEMENTAL DISCLOSURES:

Interest paid                  $       -0-           $       -0-

Income taxes paid              $   150,051           $   915,705
































                                    18
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.

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.











                              19




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 as accumulated other comprehensive income.
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 of the Company are covered by the Plan.  Company
contributions are voluntary and at the discretion of the Board of Directors.
Company contributions were $29,842 and $27,515 for the years ended October
28, 2000 and October 30, 1999, respectively.

Earnings per Common Share

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















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NOTE 2 - Inventories

Inventories consisted of the following:

                                October 28, 2000          October 30, 1999

Finished goods                 $   46,656                $   180,998
Raw materials and supplies         25,223                     26,031
Work in progress                  307,665                    280,764

                              $   379,544                $   487,793

NOTE 3 - Marketable Securities
                         Gross          Gross
                      Amortized      Unrealized    Unrealized       Fair
                        Cost            Gains         Losses       Value
October 28, 2000
Common stock          $  3,244                     (134)       3,110
Preferred stock        481,871                  (13,418)     468,453
Corporate bonds          6,949       $     94                  7,043
Publicly traded
partnerships            18,406          3,046                 21,452
Mutual funds           290,210            751                290,961

                   $   800,680      $   3,891   (13,552)  $  791,019

October 30, 1999
Common stock          $  3,244         $  775   $           $  4,019
Preferred stock        478,097                  (12,118)     465,979
Corporate bonds          6,949            156                  7,105
Publicly traded
partnerships            18,406           1,675                20,081

                    $  506,696        $  2,606 $(12,118)    $497,184


Sales of securities available for sale during the years ended October 28,
2000 and October 30, 1999 were as follows:
                             2000           1999

Proceeds from sales     $   47,340      $    -0-

Gross realized gains    $   13,371      $    -0-













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NOTE 4 -     Income Taxes

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

          Current Tax Expense     October 28, 2000   October 30, 1999
                Federal               $   121,227        $  378,570

                State                      35,685           110,532

                Total                 $   156,912       $   489,102


The Company has no deferred tax liabilities.  Book and tax depreciation
differences are not considered material to these financial statements.


NOTE 5 -     Major Customer

One customer accounted for approximately $1,738,200 of net sales during the
year ended October 28, 2000 and approximately $2,679,000 of net sales during
the year ended October 30, 1999.  The amount due from this customer, included
in trade accounts receivable, was approximately $289,005 on October 28, 2000
and $334,821 on October 30, 1999.


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 $3,820,371 on October 28, 2000 and  $3,190,509 on October 30,
1999.

















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