<PAGE>
 
                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549
                                        
                                  FORM 10-QSB
                                        
[X]  Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 For the quarterly period ended March 31, 1999
                                       --------------

[ ]  Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from ____________ to ______________

Commission file number 0-29024
                       -------
                                 BENTHOS, INC.
       (Exact Name of Small Business Issuer  as Specified in Its Charter)


              Massachusetts                                  04-2381876
              (State or Other Jurisdiction of      (I. R. S. Employer
              Corporation or Organization)         Identification No.)


              49 Edgerton Drive, North Falmouth, Massachusetts  02556
              (Addresses of Principal Executive Offices)        (Zip Code)

                                (508) 563-1000
                 Issuer's Telephone Number Including Area Code

Check whether the issuer (1) has 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 90 days.

Yes    X   No
      ---    ---


State the number of shares outstanding of each of the issuer's classes of
common equity as of the latest practicable date:

Common Stock par value $.0667                             1,354,177
      (Class)                              (Outstanding stock at April 26, 1999)

Transitional Small Business Disclosure Format (check one):
Yes        No     X
     ---         ---
<PAGE>
                                                                               2
 
                         BENTHOS, INC. AND SUBSIDIARY
                                  FORM 10-QSB
               FOR THE THIRTEEN WEEKS AND TWENTY-SIX WEEKS ENDED
                                MARCH 31, 1999
                                        
                                      INDEX
<TABLE>
<CAPTION>
 
                                                                       Page No.
<S>                                                                    <C>
 
Face Sheet                                                                 1
 
Index                                                                      2
 
PART I
FINANCIAL INFORMATION
 
     Item 1. Financial Statements
 
             Condensed Consolidated Balance Sheets (unaudited)             3
                   March 31, 1999 and
                   September 30, 1998
 
             Condensed Consolidated Statements of Earnings (unaudited)     4
             Thirteen Weeks And Twenty-Six Weeks Ended
                   March 31, 1999 and
                   March 31, 1998
 
             Condensed Consolidated Statements of Cash Flow (unaudited)    5
             Twenty-Six Weeks Ended
                   March 31, 1999 and
                   March 31, 1998
 
             Notes to Financial Statements                                 6-7
 
     Item 2. Management's Discussion and Analysis                          8-12
             of Financial Condition and Results
             of Operations
 
PART II
OTHER INFORMATION
 
     Item 4. Submission of Matters to a Vote of Security Holders           13

     Item 6. Exhibits and Reports on Form 8-K                              13
 
Signature                                                                  14
</TABLE>
<PAGE>
                                                                               3
 
                       PART I  -  FINANCIAL INFORMATION

Item 1.  Financial Statements
                                         Benthos, Inc. and Subsidiary
                                     Condensed Consolidated Balance Sheets
                                   (in thousands, except per share amounts)
                                                  (unaudited)
Assets                                      March 31, 1999    September 30, 1998
                                                                                
Current Assets:                                                                 
Cash and Cash Equivalents                       $ 3,724             $ 2,509     
Accounts Receivable, Net                          1,650               1,609     
Inventories                                       3,707               2,793     
Prepaid Expenses and Other Current Assets            47                 630     
Deferred Tax Asset                                  651                 651     
                                                -------             -------     
Total Current Assets                              9,779               8,192     
                                                                                
                                                                                
Property, Plant and Equipment, Net                1,778               1,860     
Other Assets                                        325                 580     
                                                -------             -------     
                                                $11,882             $10,632     
                                                =======             =======     
                                                                                
Liabilities and Stockholders' Investment                                        
                                                                                
Current Liabilities:                                                            
Accounts Payable                                $ 1,076             $   990     
Accrued Expenses                                  1,220                 962     
Customer Deposits                                   507                 237     
                                                -------             -------     
Total Current Liabilities                         2,803               2,189     
                                                -------             -------     
                                                                                
Stockholders' Investment:                                                       
Common Stock, $.0667 par value-                                                 
  Authorized - 7,500 shares                                                     
  Issued - 1,637 shares at March 31, 1999                                       
  and 1,635 at September 30, 1998                   109                 109     
Capital in Excess of Par Value                    1,506               1,502     
Retained Earnings                                 8,199               7,609     
Treasury Stock, at Cost                            (735)               (777)    
                                                -------             -------     
Total Stockholders' Investment                    9,079               8,443     
                                                -------             -------     
                                                $11,882             $10,632     
                                                =======             =======     





See accompanying notes to Condensed Consolidated Financial Statements
<PAGE>

                                                                               4
 
                          Benthos, Inc. and Subsidiary
                 Condensed Consolidated Statements of Earnings
                    (in thousands, except per share amounts)
                                  (unaudited)
                                        
                            Thirteen Weeks Ended     Twenty-Six Weeks Ended
                                  March 31,                 March 31,
                                1999     1998             1999     1998
 
 
Net Sales                      $4,361   $3,517           $8,196   $6,637
                                                        
Cost of Sales                   2,376    1,946            4,721    3,270  
                               ------   ------           ------   ------ 
Gross Profit                    1,985    1,571            3,475    3,367
                                                        
Selling, General &                                      
   Administrative Expenses      1,171    1,141            2,075    2,382
Research and Development                                
   Expenses                       347      267              631      537
                               ------   ------           ------   ------ 
Income from Operations            467      163              769      448
                                                        
Interest Income, Net               39       20               74       43
                               ------   ------           ------   ------
Income before Provision                                 
   for Income Taxes               506      183              843      491
Provision for Income Taxes        132       70              253      188
                               ------   ------           ------   ------
Net Income                     $  374   $  113           $  590   $  303
                               ======   ======           ======   ======
                                                        
Basic Earnings Per Share        $0.28    $0.09            $0.44    $0.23
                               ======   ======           ======   ======
                                                        
Diluted Earnings Per Share      $0.27    $0.08            $0.43    $0.22
                               ======   ======           ======   ======
                                                        
Common Shares Outstanding       1,353    1,315            1,351    1,304
                               ======   ======           ======   ======
                                               
Common Shares Outstanding,
Assuming Dilution               1,389    1,397            1,385    1,395
                               ======   ======           ======   ======
 



See accompanying notes to Condensed Consolidated Financial Statements
<PAGE>
                                                                               5
 
                          Benthos, Inc. and Subsidiary
                 Condensed Consolidated Statements of Cash Flow
                                 (in thousands)
                                  (unaudited)

<TABLE> 
<CAPTION> 
                                                        Twenty-Six Weeks Ended
                                                   March 31, 1999    March 31, 1998
<S>                                                <C>               <C> 
Cash Flows From Operating Activities:
 
Net Income                                             $  590            $  303
 
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
       Depreciation and Amortization                      287               357
Changes in Assets and Liabilities:
       Accounts Receivable                                (41)              551
       Inventories                                       (914)             (248)
       Prepaid Expenses                                   583               102
       Accounts Payable & Accrued Expenses                344              (246)
       Customer Deposits                                  270               122
                                                       ------            ------
Net Cash Provided by Operating Activities               1,119               941
                                                       ------            ------
 
Cash Flows from Investing Activities:
       Purchases of Property, Plant & Equipment          (145)             (129)
       Decrease (Increase) in Other Assets                241               (66)
                                                       ------            ------
Net Cash Generated (Used) in Investing Activities          96              (195)
                                                       ------            ------
 
Cash Flows from Financing Activities:
 
       Payments on long-term debt, net                      -              (332)
                                                       ------            ------
Net Increase  in Cash and Cash Equivalents              1,215               414
 
Cash and Cash Equivalents, Beginning of Period          2,509             2,663
                                                       ------            ------
Cash and Cash Equivalents, End of Period               $3,724            $3,077
                                                       ======            ======
Supplemental Disclosure of Cash Flow Information:
       Interest Paid                                        -            $   30
                                                       ======            ======
       Income Taxes Paid, Net of Refunds               $  (26)           $   31
                                                       ======            ======
Supplemental Disclosure of Noncash Activities:
       Sale of Treasury Stock to the Company's ESOP    $   42            $   70
                                                       ======            ======
</TABLE> 


See accompanying notes to Condensed Consolidated Financial Statements
<PAGE>
                                                                               6

                                 Benthos, Inc.
                         Notes to Financial Statements

1.   Fiscal Periods

The fiscal year of Benthos, Inc. (the Company) ends on September 30 each year.
Interim quarters are comprised of 13 weeks unless otherwise noted and end on the
Sunday closest to December 31, March 31, and June 30.  All references in the
unaudited condensed consolidated financial statements to fiscal periods ended on
December 31, March 31, or June 30 mean the interim quarters referred to above.

2.   Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been
prepared by the Company pursuant to the rules and regulations of the Securities
and Exchange Commission regarding interim financial reporting.  Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements and should be
read in conjunction with the consolidated financial statements and notes thereto
for the fiscal year ended September 30, 1998, included in the Company's
previously filed Form 10-KSB.  The accompanying condensed consolidated financial
statements reflect all adjustments (consisting solely of normal, recurring
adjustments) which are, in the opinion of management, necessary for a fair
presentation of results for the interim periods presented.  The results of
operations for the interim period are not necessarily indicative of the results
to be expected for the full fiscal year.  Certain reclassifications have been
made to the 1998 financial statements to conform with the 1999 presentation.

3.  Inventories

Inventories are stated at the lower of cost (first-in, first-out) or market and
consist of the following:
 
                       March 31, 1999    September 30, 1998
                                 (in thousands)
 
Raw Materials              $   93              $   81
 
Work-in-Process             3,603               2,702
 
Finished Goods                 11                  10
                           ------              ------
                           $3,707              $2,793
                           ======              ======
4.  Earnings Per Share

Basic earnings per share excludes dilution and is computed by dividing net
earnings by the weighted average number of common shares outstanding for the
period.  Diluted earnings per share reflects the potential dilution that could
occur if securities or other contracts to issue common stock were exercised or
converted into common stock.  Diluted earnings per share is computed based upon
the weighted average number of common shares and dilutive common equivalent
shares outstanding.  Common stock options have a dilutive effect on earnings per
share in all periods and are therefore included in the computation of diluted
earnings per share. The Company has stock options for 91,500 shares of common
stock at an average exercise price of $13.60 in the thirteen and twenty-six week
periods ended March 31, 1999, which have not been included in basic or diluted
earnings per share as they are antidilutive.
<PAGE>
                                                                               7
 
A reconciliation of basic and diluted shares outstanding is as follows:

<TABLE> 
<CAPTION> 
                                                           (in thousands)                                   
                                Thirteen Weeks Ended March 31,        Twenty-Six Weeks Ended March 31,      
                                                                                                            
                                    1999              1998                 1999             1998            
                                    ----              ----                 ----             ----            
<S>                                <C>               <C>                  <C>              <C>              
                                                                                                            
Weighted average common                                                                                     
shares outstanding                 1,353             1,315                1,351            1,304            
                                                                                                            
Potential common shares                                                                                     
pursuant to stock options             36                82                   34               91            
                                   -----             -----                -----            -----            
                                                                                                            
Diluted weighted                                                                                            
average shares                     1,389             1,397                1,385            1,395            
                                   =====             =====                =====            =====             
</TABLE> 
 
<PAGE>

                                                                               8

                     Management's Discussion and Analysis
                of Financial Condition and Results of Operations
                            (Dollars in thousands)
                                        
Results of Operations -- Second quarter of fiscal year 1999 compared with second
quarter of fiscal year 1998.

The following table presents, for the periods indicated, the percentage
relationship of Condensed Consolidated Statements of Earnings items to total
sales:
 
 
                                                    Thirteen Weeks Ended
                                             March 31, 1999    March 31, 1998
                                                       (unaudited)
 
Net Sales                                           100.0%           100.0%
Cost of Sales                                        54.5%            55.3%
                                                    -----            -----
Gross Profit                                         45.5%            44.7%
Selling, General & Administrative Expenses           26.8%            32.5%
Research and Development Expenses                     8.0%             7.6%
                                                    -----            -----
Income from Operations                               10.7%             4.6%
Interest Income, Net                                   .9%              .6%
                                                    -----            -----
Income Before Provision for Income Taxes             11.6%             5.2%
 
Provision for Income Taxes                            3.0%             2.0%
                                                    -----            -----
Net Income                                            8.6%             3.2%
                                                    =====            =====


Sales.  Net sales increased by 24% in the second quarter of fiscal year 1999 to
$4,361 as compared to $3,517 in the second quarter of fiscal year 1998.  Sales
of the Undersea Systems Division increased by 47.5% to $3,226 in the second
quarter of fiscal year 1999 as compared to $2,187 in the second quarter of
fiscal year 1998.  The increase resulted mainly from higher sales of  the
Company's Geopoint hydrophone product in the second quarter of fiscal year 1999
as compared to the second quarter of fiscal year 1998. Sales of the Container
Inspection Systems Division decreased by 14.7% to $1,135 in the second quarter
of fiscal year 1999 as compared to $1,330 in the second quarter of fiscal year
1998. The decrease resulted largely from the timing of project orders.

Cost of Sales.  Cost of sales increased by 22.1% to $2,376 in the second quarter
of fiscal year 1999 as compared to $1,946 in the second quarter of fiscal year
1998.  As a percentage of sales, cost of sales was 54.5% in the second quarter
of fiscal year 1999 as compared to 55.3% in the second quarter of fiscal year
1998.  The increase in the cost of sales dollars is attributed primarily to
higher sales and the decrease in the cost of sales percentage is a result of
improved manufacturing yields on the Geopoint hydrophone product and
manufacturing efficiencies attained from higher sales volume.

<PAGE>
 
                                                                               9

Selling, General and Administrative Expenses.  Selling, general and
administrative expenses increased by 2.6% to $1,171 for the second quarter of
fiscal year 1999 as compared to $1,141 in the second quarter of fiscal year
1998.  


As a percentage of sales, selling, general and administrative expenses
decreased to 26.8% in the second quarter of fiscal year 1999 as compared to
32.5% for the second quarter of fiscal year 1998.  This decrease in percentage
of sales is primarily a result of an increased level of sales in the second
quarter of fiscal year 1999,  reduced selling expenses, and lower commission
expenses in the Container Inspection Systems Division which is a direct result
of reduced sales in that division as compared to the second quarter of fiscal
year 1998.


Research and Development Expenses.  Research and development expenses increased
30.0% to $347 for the second quarter of fiscal year 1999 as compared to $267 in
the second quarter of fiscal year 1998.  As a percentage of sales, research and
development expenses increased to 8.0% of sales in the second quarter of fiscal
year 1999 from 7.6% in the second quarter of fiscal year 1998.  The increase in
the overall level of expenditures is due to investments in new product
development and is consistent with the Company's current operational plans.


Interest Income.  Interest income, net, increased to $39 in the second quarter
of fiscal year 1999 as compared to $20 in the second quarter of fiscal year
1998.  The increase in net interest income was a result of the Company having
paid off all the outstanding debt in fiscal 1998, offset by slightly lower
interest rates on invested capital.


Provision for Income Taxes.  The provision for income taxes increased to $132 in
the second quarter of fiscal year 1999 as compared to $70 in the second quarter
of fiscal year 1998.  The effective tax rate used in the second quarter of
fiscal year 1999 was 26.0% as compared to the rate of 38.3% used in the second
quarter of fiscal year 1998.  The rate used in the second quarter of fiscal year
1999 is lower than the statutory rate as a result of a cumulative adjustment to
bring the tax rate for fiscal year 1999 to 30.0% to recognize the tax benefits
of the company's Foreign Sales Corporation.
<PAGE>
 
                                                                              10


                      Management's Discussion and Analysis
                of Financial Condition and Results of Operations
                             (Dollars in thousands)
                                        
Results of Operations -- First half of fiscal year 1999 compared with first half
of fiscal year 1998.

The following table presents, for the periods indicated, the percentage
relationship of Condensed Consolidated Statements of Earnings items to total
sales:

<TABLE>
<CAPTION>
                                                        Twenty-Six Weeks Ended       
                                                  March 31, 1999       March 31, 1998
                                                              (unaudited)
<S>                                               <C>                  <C> 
Net Sales                                              100.0%               100.0%          
                                                                                            
Cost of Sales                                           57.6%                49.3%          
                                                       -----                -----           
Gross Profit                                            42.4%                50.7%          
Selling, General & Administrative Expenses              25.3%                35.9%          
Research and Development Expenses                        7.7%                 8.1%          
                                                       -----                -----           
Income from Operations                                   9.4%                 6.7%          
Interest Income, Net                                      .9%                  .7%          
                                                       -----                -----           
Income Before Provision for Income Taxes                10.3%                 7.4%          
                                                                                            
Provision for Income Taxes                               3.1%                 2.8%          
                                                       -----                -----           
Net Income                                               7.2%                 4.6%          
                                                       =====                =====            
</TABLE>


Sales.  Net sales increased by 23.5% in the first half of fiscal year 1999 to
$8,196 as compared to $6,637 in the first half of fiscal year 1998. Sales of the
Undersea Systems Division increased by 72.5% to $6,323 in the first half of
fiscal year 1999 as compared to $3,666 in the first half of fiscal year 1998.
The increase resulted mainly from higher sales of the Company's Geopoint
hydrophone product in the first half of fiscal year 1999 as compared to the
first half of fiscal year 1998. Sales of the Container Inspection Systems
Division decreased by 37% to $1,873 in the first half of fiscal year 1999 as
compared to $2,971 in the first half of fiscal year 1998. The decrease resulted
largely from the timing of project orders.


Cost of Sales.  Cost of sales increased by 44.4% to $4,721 in the first half of
fiscal year 1999 as compared to $3,270 in the first half of fiscal year 1998.
As a percentage of sales, cost of sales was 57.6% in the first half of fiscal
year 1999 as compared to 49.3% in the first half of fiscal year 1998.  The
increase in the cost of sales dollars and percentage is attributed primarily to
the increased sales volume and the higher sales mix of the products of the
Undersea Systems Division which carry a higher cost than the products of the
Container Inspection Systems Division.
<PAGE>
 
                                                                              11


Selling, General and Administrative Expenses.  Selling, general and
administrative expenses decreased by 12.9% to $2,075 for the first half of
fiscal year 1999 as compared to $2,382 in the first half of fiscal year 1998.
As a percentage of sales, selling, general and administrative expenses decreased
to 25.3% in the first half of fiscal year 1999 as compared to 35.9% for the
first half of fiscal year 1998.  This decrease in percentage of sales is
primarily a result of an increased level of sales in the first half of fiscal
year 1999,  reduced selling expenses, and lower commission expenses in the
Container Inspection Systems Division which is a direct result of reduced sales
in that division as compared to the first half of fiscal year 1998.

Research and Development Expenses.  Research and development expenses increased
17.5% to $631 for the first half of fiscal year 1999 as compared to $537 in the
first half of fiscal year 1998.  As a percentage of sales, research and
development expenses decreased to 7.7% of sales in the first half of fiscal year
1999 from 8.1% in the first half of fiscal year 1998.  The increase in the
overall level of expenditures is due to investments in new product development
and is consistent with the Company's current operational plans.

Interest Income.  Interest income, net, increased to $74 in the first half of
fiscal year 1999 as compared to $43 in the first half of fiscal year 1998.  The
increase in net interest income was a result of the Company having paid off all
the outstanding debt in fiscal 1998, offset by slightly lower interest rates on
invested capital.

Provision for Income Taxes.  The provision for income taxes increased to $253 in
the first half of fiscal year 1999 as compared to $188 in the first half of
fiscal year 1998.  The effective tax rate used in the first half of fiscal year
1999 was 30.0% as compared to the rate of 38.3% used in the first half of fiscal
year 1998.  The rate used in the first half of fiscal year 1999 is lower than
the statutory rate due primarily to the benefit from the Company's Foreign Sales
Corporation.

Liquidity and Capital Resources.  The Company's cash and cash equivalents
increased $1,215 from September 30, 1998 to March 31, 1999.  Cash of $1,119 was
provided by operating activities.  Inventories used $914 to support future
sales.  Accounts receivable increased by $41 as a result of higher shipments in
the current quarter.  Prepaid expenses decreased $583 as a financed receivable
was collected.  Accounts Payable and Accrued Expenses provided $344 as a result
of inventory purchases and Customer Deposits provided $270 as a result of orders
for future shipments.  The Company believes it is well positioned to finance
future working capital requirements and capital expenditures during the next
twelve months through cash on hand, current earnings and available credit
facilities.

Year 2000 Issues.  During 1998 and 1999, the company has been actively engaged
in addressing Year 2000 ("Y2K") issues, which result from the use of two-digit,
rather than four-digit, year dates in software, a practice which could cause
date-sensitive systems to malfunction or fail because they may not recognize or
process date information correctly.

STATE OF READINESS:  To manage its Y2K program, the Company has divided its
efforts into four program areas:

          *      Information Technology  (computer hardware, and software)
          *      Physical Plant (manufacturing equipment and facilities)
          *      Products (including product development)
          *      Extended Enterprise  (suppliers and customers)
<PAGE>
 
                                                                              12


For each of these program areas, the Company is using a four-step approach:

          *      Ownership (creating awareness, assigning tasks)
          *      Inventory (listing items to be assessed for Y2K readiness)
          *      Assessment (prioritizing the inventoried items, assessing their
                 Y2K readiness,planning corrective actions, developing initial
                 contingency plans)
          *      Corrective Action Deployment  (implementing corrective actions,
                 verifying implementation, finalizing and executing contingency
                 plans)

As of March 31, 1999, the Ownership and Inventory steps were essentially
complete for all program areas.  The Company expects to complete the Assessment
and Corrective Action Deployment steps by June 30, 1999.

COSTS TO ADDRESS Y2K ISSUES:  The Company began incurring expenses in 1997 to
resolve this issue.  All expenditures will be expensed as incurred and are not
expected to have a significant impact on the Company's ongoing results of
operations.

RISKS OF Y2K ISSUES AND CONTINGENCY PLANS:  The Company is in the process of
assessing the Year 2000 issues relating to its physical plant, products and
suppliers.  The Company intends to develop a contingency planning process to
mitigate worst-case business disruptions such as delays in product delivery,
which could potentially result from events such as supply chain disruptions.
The Company expects its contingency plans to be complete by June 30, 1999.


"Safe Harbor"  Statement under the Private Securities Litigation Reform Act of
1995.

The statements in this Quarterly Report on Form 10-QSB and in oral statements
which may be made by representatives of the Company relating to plans,
strategies, economic performance and trends and other statements that are not
descriptions of historical facts may be forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, Section  27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934.  Forward-looking information is inherently subject to risks and
uncertainties, and actual results could differ materially from those currently
anticipated due to a number of factors which include: the timing of large
project orders, competitive factors, shifts in customer demand, government
spending, economic cycles, availability of financing as well as the factors
described in this report.  Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results or
outcomes may vary materially from those described herein as anticipated,
believed, estimated, expected or intended.
<PAGE>
 
                                                                              13


PART II  --  OTHER INFORMATION

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

(a)   The Annual Meeting of Shareholders of the Registrant (the "Meeting") was
      held on March 5, 1999.

(b)   The Registrant solicited proxies for the Meeting pursuant to Regulation
      14A; there was no solicitation in opposition to management's nominees for
      directors as listed in the Proxy Statement, and all such nominees were
      elected. 

(c)   The following describes the matters voted upon at the Meeting and sets
      forth the number of votes cast for, against or withheld and the number of
      abstentions as to each such matter:
 
(i)   Election of Directors:
 
          Nominee                             For                Withheld
                                                            
          Samuel O. Raymond                   1,261,600          12,202
          Thurman F. Naylor                   1,258,035          15,767
 
      The directors whose term of office as a director continued after the
      Meeting are John L. Coughlin, Stephen D. Fantone, A. Theodore Mollegen,
      Jr., and Gary K. Willis.
 
(ii)  Authorization of appointment of Arthur Andersen LLP as independent
      auditors for 1999:
      
          For                         Against                    Abstain
                                                
          1,263,600                   1,382                      8,820
 

(iii) The proposal to amend the Articles of Organization to create a new class
      of preferred stock received less than two-thirds vote of the total
      outstanding shares entitled to vote and therefore did not pass. There were
      769,310 votes cast in favor of the proposal, 262,726 votes cast against,
      14,181 abstentions, and 238,034 broker non-votes.



Item 6.  Exhibits and Reports on Form 8-K

(a)   Exhibits 
      The exhibits set forth in the 
      Exhibit Index on the following 
      page are filed herewith as a 
      part of this report.

(b)   Reports on Form 8-K
      None
<PAGE>
 
                                                                              14



                                   SIGNATURES

Pursuant to the requirements 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.


                                          BENTHOS, INC

                                 By  /s/ Francis E. Dunne, Jr.
                                         Francis E. Dunne, Jr.
                                        Chief Financial Officer
                                             and Treasurer
                             (Principal Financial and Accounting Officer)
DATE:   April 28, 1999
<PAGE>
 
                                 BENTHOS, INC.

                                 EXHIBIT INDEX

Exhibit

3.1     Restated Articles of Organization (1)

3.2     Articles of Amendment dated April 28, 1997 (2)

3.3     Articles of Amendment dated April 20, 1998 (5)

3.4     By-Laws (1)

3.5     By-Law Amendments adopted January 23, 1998 (4)

4.1     Common Stock Certificate (1)

10.1    Employment Contract with Samuel O. Raymond (1)

10.2    Amendment to Employment Contract with Samuel O. Raymond (2)

10.3    Employment Contract with John L. Coughlin (1)

10.4    Employee Stock Ownership Plan (1)

10.5    First Amendment to Employee Stock Ownership Plan (2)

10.6    401(k) Retirement Plan (1)

10.7    First Amendment to 401(k) Retirement Plan (2)

10.8    Second Amendment to 401(k) Retirement Plan (2)

10.9    Third Amendment to 401(k) Retirement Plan (3)

10.10   Supplemental Executive Retirement Plan (1)

10.11   1990 Stock Option Plan (1)

10.12   Stock Option Plan for Non-Employee Directors (1)

10.13   1998 Non-Employee Directors' Stock Option Plan (4)

10.14   License Agreement between the Company and The Penn State Research 
        Foundation dated December 13, 1993 (1)

10.15   Technical Consultancy Agreement between the Company and William D. 
        McElroy dated July 12, 1994 (1)

<PAGE>
 
     Exhibit 
     -------

     10.16     Technical Consultancy Agreement between the Company and 
               William D. McElroy dated October 1, 1996 (3)

     10.17     General Release and Settlement Agreement between the Company and
               Lawrence W. Gray dated February 8, 1996 (1)

     10.18     Line of Credit Loan Agreement between the Company and Cape Cod
               Bank and Trust Company dated September 24, 1990, as amended (1)

     10.19     Commercial Mortgage Loan Extension and Modification Agreement
               between the Company and Cape Cod Bank and Trust Company, dated
               July 6, 1994 (1)
 
     10.20     License Agreement between the Company and Optikos Corporation
               dated July 29, 1997 (3)

     10.21     Hydrophone License Agreement between the Company and Syntron, 
               Inc. dated December 5, 1996 (6)

     10.22     Amendment Number 1 to Hydrophone License Agreement between the
               Company and Syntron, Inc. dated September 11, 1998 (6)

     21        Subsidiaries of the Registrant (1)

     27        Financial Data Schedule

     27.1      Restated Financial Data Schedule (1998)

     (1) Previously filed as an exhibit to Registrant's Registration Statement 
on Form 10-SB filed with the Commission on December 17, 1996 (File No. O-29024) 
and incorporated herein by this reference.

     (2) Previously filed as an exhibit to Registrant's Quarterly Report on 
Form 10-QSB for the quarterly period ended March 30, 1997 (File No. O-29024) and
incorporated herein by this reference.

     (3) Previously filed as an exhibit to Registrant's Quarterly Report on 
Form 10-QSB for the quarterly period ended June 29, 1997 (File No. O-29024) and 
incorporated herein by this reference.
<PAGE>
 
     (4) Previously filed as an exhibit to the Registrant's Quarterly Report on 
Form 10-QSB for the quarterly period ended December 31, 1997 (File No. O-29024) 
and incorporated herein by this reference.

     (5) Previously filed as an exhibit to the Registrant's Quarterly Report on 
Form 10-QSB for the quarterly period ended March 31, 1998 (File No. O-29024) and
incorporated herein by this reference.

     (6) Previously filed as an exhibit to the Registrant's Quarterly Report on 
Form 10-QSB for the quarterly period ended December 31, 1998 (File No. O-29024)
and incorporated herein by this reference.