UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C.  20549

                            ----------

                            FORM 10-Q

(Mark One)

      (X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934
        For the quarterly period ended September 29, 1996

                                OR

     (  )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934
     For the transition period from            to

                Commission file number 0-24172

                     Metrologic Instruments, Inc.
      (Exact name of registrant as specified in its charter)


              New Jersey                   22-1866172
(State or other jurisdiction of           (I.R.S. Employer
 incorporation or organization)          Identification No.)

Coles Road at Route 42, Blackwood, New Jersey                 08012
(Address of principal executive offices)                    (Zip Code)

                             (609) 228-8100
       (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the  preceding 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 .

As of October 31, 1996 there were 5,269,322 shares of Common Stock, $.01 par
value per share, outstanding.




<PAGE>


                   METROLOGIC INSTRUMENTS, INC.

                              INDEX

Part I - Financial Information

    Item 1.  Financial Statements

           Condensed Consolidated Balance Sheets - 
           September 29, 1996 and December 31, 1995               3 

           Condensed Consolidated  Statements of Operations - 
           Three and Nine Months Ended September 29, 1996 and 
           September 30, 1995                                     4

           Condensed Consolidated Statements of Cash Flows -
           Nine Months Ended September 29, 1996 and
           September 30, 1995                                     5

           Notes to Condensed Consolidated Financial Statements   6

    Item 2.  Management's Discussion and Analysis of
             Financial Condition and Results of Operations        9

Part II - Other Information

    Item 1.   Legal Proceedings                                  13
    Item 2.   Changes in Securities                              14
    Item 3.   Defaults upon Senior Securities                    14
    Item 4.   Submission of Matters to a Vote of Security
              Holders                                            14
    Item 5.   Other Information                                  14
    Item 6.   Exhibits and Reports on Form 8-K                   15

Exhibit Index

              Statement Regarding Computation of Per Share
              Earnings.

              Financial Data Schedule

<PAGE>


                  PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                   METROLOGIC INSTRUMENTS, INC.
              CONDENSED CONSOLIDATED BALANCE SHEETS
             (amounts in thousands except share data)

                                            September 29,       December 31,
                                                1996                1995
                                             (Unaudited)
Assets
Current assets:
 Cash and cash equivalents                     $ 9,397             $12,065
 Accounts receivable, net of allowance of
  $550 and $224 in 1996 and 1995, respectively   7,766               6,924
 Inventory                                       6,528               3,456
 Deferred income taxes                           1,569               1,314
 Other current assets                              410                 506

Total current assets                            25,670              24,265

Property, plant and equipment, net               4,614               3,880
Patents and trademarks, net of amortization of
 $251 and $356 in 1996 and 1995, respectively      999                 878
Holographic technology, net of amortization of
 $47 and $0 in 1996 and 1995, respectively         762                 468
Security deposits and other assets                 548                 459
Deferred income taxes                            1,330               1,451

Total assets                                   $33,923             $31,401

Liabilities and stockholders' equity Current liabilities:
 Line of credit                                $     -             $   175
 Current portion of notes payable                  396                 390
 Accounts payable                                3,242               2,301
 Accrued expenses                                6,616               6,067
 Accrued legal settlement                          548                 599

Total current liabilities                       10,802               9,532

Notes payable, net of current portion              557                 817
Due to former officer, net of current portion        -                  84
Deferred income taxes                               29                  42
Accrued legal settlement                         2,719               3,000

Stockholders' equity Preferred stock, $.01 par value:
   authorized shares - 500,000
   issued shares - none                              -                   -
 Common stock, $.01 par value:
   authorized shares - 10,000,000
   issued and outstanding shares - 5,253,608
   in 1996 and 5,249,150 in 1995                    53                  52
 Additional paid-in capital                     14,857              14,807
 Retained earnings                               4,536               2,621
 Deferred compensation                            (19)                 (37)
 Translation adjustment                            389                 483

Total stockholders' equity                      19,816              17,926

Total liabilities and stockholders' equity     $33,923             $31,401


                     See accompanying notes.

<PAGE>

                   METROLOGIC INSTRUMENTS, INC.
         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
      (amounts in thousands except share and per share data)


                                Three Months Ended     Nine Months Ended
                                Sept. 29,  Sept. 30,  Sept. 29,   Sept. 30,
                                  1996       1995       1996        1995
                                    (Unaudited)            (Unaudited)

Sales                           $11,525    $9,716     $33,624     $30,369
Cost of sales                     7,032     5,908      20,457      17,493

Gross profit                      4,493     3,808      13,167      12,876

Selling, general and administrative
 expenses                         2,502     2,646       7,791       7,755
Research and development
 expenses                           808       725       2,379       2,173

Operating income                  1,183       437       2,997       2,948

Other income (expense)
 Interest expense                   (29)      (61)        (85)       (121)
 Interest income                     94       114         321         337
 Other income (expense)             (55)        -        (133)         26
                                     10        53         103         242

Income before provision for
 income taxes                     1,193       490       3,100       3,190
Provision for income taxes          453       191       1,185       1,272

Net income                       $  740     $ 299     $ 1,915     $ 1,918

Net income per share             $ 0.14     $0.06     $  0.36     $  0.36

Weighted average number of
 shares used in computing net
 income per share             5,285,097 5,250,531   5,271,470   5,287,566


                    See accompanying notes.

<PAGE>
                   METROLOGIC INSTRUMENTS, INC.
         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                      (amounts in thousands)

                                                          Nine Months Ended  
                                                        Sept. 29     Sept. 30
                                                          1996         1995
                                                             (Unaudited)

Net cash (used in) provided by operating activities    $   (236)     $ 1,465

Investing activities:
Purchase of Holoscan, Inc. and holographic
 technology, net of cash acquired                          (521)        (332)
Purchase of equipment and building improvements          (1,235)      (1,145)
Expenditures on patents and trademarks                     (172)        (264)

  Net cash used in investing activities                  (1,928)      (1,741)

Financing activities:
Net proceeds from employee stock purchase plan
 and exercise of stock options                               42          208
Payments on line of credit                                 (170)           -
Payments of amounts due to former officer                  (150)        (150)
Principal payments of notes payable                        (134)           -
Capital lease payments                                     (120)         (89)

  Net cash used in financial activities                    (532)         (31)

Effect of exchange rate changes on cash                      28         (337)

Net decrease in cash                                     (2,668)        (644)

Cash and cash equivalents
  at beginning of period                                 12,065       11,925

Cash and cash equivalents
  at end of period                                     $  9,397      $11,281

Supplemental disclosure of cash flow information:

Cash paid for interest                                 $     56      $    38

Cash paid for income taxes                             $  1,947      $ 1,487

Capital lease obligations incurred                     $      -      $   531



                     See accompanying notes.



<PAGE>



                  METROLOGIC INSTRUMENTS, INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
      (amounts in thousands except share and per share data)
                           (Unaudited)

1.   Business

     Metrologic  Instruments,  Inc.  and  its  wholly  owned  subsidiaries (the
"Company")   design,   manufacture  and  market  bar  code  scanning  equipment
incorporating  laser  and  holographic   technology.   These  scanners rapidly,
accurately and efficiently read and decode all widely used bar codes and provide
an efficient  means for data capture and automated data entry into  computerized
systems.

2.   Accounting Policies

Interim Financial Information

     The accompanying unaudited Condensed Consolidated Financial Statements have
been prepared in accordance with generally  accepted  accounting  principles for
interim  financial  information and the instructions to Form 10-Q and Article 10
of Regulation S-X.  Accordingly,  they do not include all of the information and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
solely of normal recurring adjustments) necessary for a fair presentation of the
Condensed  Consolidated  Financial  Statements  have been  included.  Results of
interim periods are not necessarily indicative of the results to be obtained for
a full fiscal year. The Condensed  Consolidated  Financial  Statements and these
Notes should be read in conjunction with Management's Discussion and Analysis of
Financial  Condition and Results of  Operations  contained in this Form 10-Q and
the Company's  Annual Report on Form 10-K for the year ended  December 31, 1995,
including the  Consolidated  Financial  Statements and the Notes thereto for the
year ended December 31, 1995.

3.   Inventory

     Inventory consists of the following:

                                        September 29,  December 31,
                                            1996           1995

         Raw materials                     $2,932         $1,698
         Work-in-process                    2,329          1,311
         Finished goods                     1,267            447

                                           $6,528         $3,456

4.       Net Income Per Share

         Net income per share is calculated based on net income and the weighted
average number of common shares and common share equivalents  outstanding during
the three and nine months ended September 29, 1996 and September 30, 1995.

5.       Commitments and Contingencies

         The Company files domestic and foreign patent  applications  to protect
its technological  position and new product development.  From time to time, the
Company  receives legal challenges to the validity of its patents or allegations
that its products infringe the patents or other intellectual property of others.

         The Company is a party to a legal action  alleging  that the  Company's
prior version of one of its scanners infringed a patent held by another company.
The Company has filed a counterclaim for a declaratory  judgment  asserting that
the plaintiff's patent is invalid, and management believes that this action will
not result in any material damages.

         Since 1995,  the  Company and a  competitor  have been  negotiating  an
extensive  cross-licensing  of patents for which the Company and the  competitor
may pay  royalties to each other under  certain  circumstances.  There can be no
assurance that these  negotiations  will result in the execution of a definitive
agreement by the Company and the competitor,  or that patent litigation  between
the Company and the competitor will not result if the current  negotiations  are
unsuccessful.
<PAGE>
6.       Notes Payable

         The Company has an  unsecured  revolving  demand loan with a commercial
bank which  allows for maximum  borrowings  of $5,000.  The demand  loan,  which
expires on June 30, 1997,  bears  interest at the bank's  prime rate,  which was
8.25% at September 29, 1996. The demand loan  agreement  requires the Company to
comply with certain financial  covenants and other  restrictions.  As of October
31, 1996, the Company was in compliance  with such covenants and no amounts were
outstanding under this revolving demand loan.

         On January 31, 1996, the Company paid a note payable which related to a
patent litigation settlement entered into in December 1993.  The note 
represented the excess of the minimum obligation pursuant to the related patent 
litigation settlement for the year ended December 31, 1993. (See Item 2. 
"Management's Discussion and Analysis of Financial Condition and Results of 
Operations.")

7.       Acquisition of Holoscan, Inc. including Holographic Technology

         The Company  exercised  its option to purchase  all of the  outstanding
shares of common stock of Holoscan, Inc. ("Holoscan") on March 1, 1996 for $521,
net of cash acquired.  The Company  purchased a 51% interest in Holoscan in 1995
in the form of non-voting, convertible preferred stock for $360. Concurrent with
the  exercise  of the  above  option,  the  Company  converted  its  non-voting,
convertible preferred stock of Holoscan to an equal number of shares of Holoscan
common stock and now owns 100% of the outstanding capital stock of Holoscan.

         The Company has  consolidated  the assets and  liabilities at September
29, 1996 and  results of  operations  and cash flows of Holoscan  for the period
March 1, 1996 to September 29, 1996. The amount by which the consideration  paid
by the Company for the acquisition of Holoscan's  convertible  preferred  stock,
the  conversion of the  preferred  stock to common stock and the purchase of all
outstanding   common  stock  exceeded   Holoscan's   identifiable   assets  less
liabilities  was recorded as holographic  technology and is being amortized over
ten years.  For the period March 1, 1996  through  September  29, 1996,  $47 was
recorded as amortization of the holographic technology.

         Pursuant to an option  agreement  entered  into in March 1995 among the
Company,  Holoscan and the holders of all of Holoscan's outstanding common stock
and options and warrants to purchase common stock (collectively, the "Holders"),
the Company  agreed to pay to each Holder,  through 1998, a payment based on the
Company's sales of certain holographic laser scanners. As of September 29, 1996,
an aggregate of $4 had been paid to the Holders. Such payments in future periods
will be considered  additions to  holographic  technology  and will be amortized
over the remainder of the ten year period.

   (The remainder of this page is intentionally left blank.)

<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and 
Results of Operations

         The following  discussion of the  Company's  results of operations  and
liquidity and capital resources should be read in conjunction with the unaudited
Condensed Consolidated Financial Statements of the Company and the related Notes
thereto  appearing  elsewhere  in this Form  10-Q,  the  Consolidated  Financial
Statements  and the Notes thereto for the year ended December 31, 1995 appearing
in the  Company's  Form 10-K for the year ended  December 31, 1995 and the Forms
10-Q for the three months ended March 31, 1996 and June 30, 1996.  The Condensed
Consolidated  Financial Statements for the three and nine months ended September
29, 1996 and September 30, 1995 are unaudited.

         The Company  derives its revenues  from sales of its  scanners  through
distributors,  value-added resellers ("VARs"),  original equipment manufacturers
("OEMs") and  directly to end-users in the United  States and in over 80 foreign
countries.  Since 1991,  the Company has  experienced  growth in revenues with a
significant percentage of its revenues derived from international sales.

Results of Operations

Three Months Ended September 29, 1996 Compared with Three Months Ended
September 30, 1995

         Sales  increased  18.6%  to  $11,525,000  in  the  three  months  ended
September 29, 1996 from $9,716,000 in the three months ended September 30, 1995,
principally  as a result of an increase in market  acceptance  of the  Company's
hand-held  and fixed  projection  scanners.  International  sales  accounted for
$7,062,000  (61.3% of total sales) in the three months ended  September 29, 1996
and  $4,860,000  (50.0% of total sales) in the three months ended  September 30,
1995.  The increase in the percentage of  international  sales to total sales in
the three months ended September 29, 1996 compared with the corresponding period
in 1995 is primarily due to the Company's  increased sales and marketing efforts
abroad and the  completion  of  shipments to a U.S.  customer  during the second
quarter of 1996. Shipments to such U.S. customer had accounted for approximately
13% of total sales for the three months ended September 30, 1995.

         One customer  accounted for  approximately  6.6% of total sales for the
three months ended September 29, 1996. During the same period, no other customer
accounted for more than 5% of the Company's sales.

         Cost of sales increased 19.0% from $5,908,000 in the three months ended
September 30, 1995 to  $7,032,000 in the three months ended  September 29, 1996.
Cost of sales as a  percentage  of sales  increased  to 61.0% from 60.8% for the
same period a year ago. These  increases were due primarily to reductions in the
average selling prices of certain of the Company's products.

         Selling,   general  and  administrative   expenses  decreased  5.4%  to
$2,502,000 in the three months ended  September 29, 1996 from  $2,646,000 in the
three months ended  September  30, 1995 and  decreased as a percentage  of sales
from 27.2% to 21.7%.  These decreases were due to higher legal costs incurred in
the three months ended September 30, 1995 compared to the  corresponding  period
in 1996.
<PAGE>
         Research and development  expenses increased 11.4% from $725,000 in the
three  months  ended  September  30, 1995 to $808,000 in the three  months ended
September 29, 1996, but decreased as a percentage of sales from 7.5% to 7.0% for
the three months ended September 30, 1995 and September 29, 1996,  respectively.
The  increase in  research  and  development  expenses  was due to salaries  for
additional research and development personnel hired in 1996, partially offset by
the completion as of March 31, 1996 of expenditures  associated with the initial
development of holographic technology.

         Operating  income  increased  170.7% to  $1,183,000 in the three months
ended  September 29, 1996 from $437,000 in the three months ended  September 30,
1995,  and operating  income as a percentage of sales  increased to 10.3% in the
three  months  ended  September  29,  1996 from 4.5% in the three  months  ended
September 30, 1995.

         Other income  decreased to $10,000 in the three months ended  September
29, 1996 from $53,000 in the three months ended September 30, 1995. Other income
for the three months ended  September 29, 1996 and September 30, 1995  consisted
of interest  income of $94,000 and $114,000,  respectively,  offset by aggregate
amounts of $84,000 and $61,000, respectively,  which include interest expense in
both periods and foreign currency  transaction  losses incurred by the Company's
German subsidiary in the three months ended September 29, 1996.

         Net income  increased  147.5% to  $740,000  in the three  months  ended
September 29, 1996 from  $299,000 in the three months ended  September 30, 1995.
Net income  reflects a 38.0%  effective  income tax rate in the third quarter of
1996  compared with 39.0% in the third  quarter of 1995.  The reduced  effective
income tax rate resulted  primarily from increased tax benefits arising from the
existence of the Company's foreign sales  corporation  which, in accordance with
the United States  Internal  Revenue Code permits the Company to reduce its U.S.
federal income tax liability on profits from sales to foreign customers.

Nine Months Ended  September 29, 1996 Compared with Nine Months Ended  September
30, 1995.

         Sales  increased  10.7% to $33,624,000 in the first nine months of 1996
from  $30,369,000 in the first nine months of 1995 principally as a result of an
increase in market  acceptance of the Company's  hand-held and fixed  projection
scanners  and  increased  marketing  and  sales  efforts.   International  sales
accounted  for  $20,447,000  (60.8% of total sales) for the first nine months of
1996 and $16,764,000 (55.2% of total sales) for the first nine months of 1995.

         One customer  accounted  for  approximately  6.1% of total sales in the
first nine months of 1996. Two other customers  accounted for approximately 5.6%
and 5.4%, respectively of total sales in the first nine months of 1996. No other
customer  accounted  for more than 5.0% of total sales for the first nine months
of 1996.

         Cost of sales  increased  16.9% to $20,457,000 in the first nine months
of 1996 from  $17,493,000  in the first nine months of 1995.  Cost of sales as a
percentage  of sales  increased to 60.8% from 57.6%.  These  increases  were due
primarily  to  reductions  in the  average  selling  prices  of  certain  of the
Company's products.

<PAGE>
         Selling,   general,  and  administrative  expenses  increased  0.5%  to
$7,791,000  in the first nine months of 1996 from  $7,755,000  in the first nine
months of 1995 and decreased as a percentage of sales from 25.5% to 23.2%.

         Research and development  expenses  increased 9.5% to $2,379,000 in the
first nine months of 1996 from  $2,173,000  in the first nine months of 1995 but
decreased as a  percentage  of sales from 7.2% to 7.1% for the nine months ended
September 30, 1995 and September  29, 1996,  respectively.  The increase was due
primarily to salaries for additional  research and  development  personnel hired
during the nine months ended September 29, 1996,  which were partially offset by
the completion as of March 31, 1996 of expenditures  associated with the initial
development of holographic technology.

         Operating  income increased 1.7% to $2,997,000 in the first nine months
of 1996 from $2,948,000 in the first nine months of 1995.  Operating income as a
percentage of sales decreased to 8.9% in the first nine months of 1996 from 9.7%
in the first nine months of 1995.

         Other  income  decreased  to  $103,000 in the first nine months of 1996
from $242,000 in the first nine months of 1995. Other income for the nine months
ended  September 29, 1996 and September 30, 1995 consisted of interest income of
$321,000 and $337,000, respectively, offset by aggregate amounts of $218,000 and
$95,000,  respectively,  which includes  interest  expense and foreign  currency
transaction losses and gains incurred by the Company's German subsidiary.

         Net income  decreased  to  $1,915,000  in the first nine months of 1996
from  $1,918,000 in the first nine months of 1995.  Net income  reflects a 38.0%
effective  income tax rate in the nine months ended  September 29, 1996 compared
with 40.0% in the corresponding period in 1995. The reduced effective income tax
rate resulted  primarily from increased tax benefits  arising from the existence
of the Company's foreign sales corporation  which, in accordance with The United
States  Internal  Revenue Code,  permits the Company to reduce its U.S.  federal
income tax liability on profits from sales to foreign customers.

Inflation and Seasonality

         Inflation  and  seasonality  have  not  had a  material  impact  on the
Company's results of operations.  There can be no assurance,  however,  that the
Company's sales in future years will not be impacted by fluctuations in seasonal
demand from European  customers in its third quarter or from reduced  production
days in its fourth quarter.

Liquidity and Capital Resources

         As of September 29, 1996 and December 31, 1995,  the Company's  working
capital was approximately $14,868,000 and $14,733,000, respectively.

         During the nine months ended  September 29, 1996,  the Company used net
cash of  $236,000  compared  with funds  provided  of  $1,465,000  in  operating
activities  for the nine  months  ended  September  30,  1995.  The cash used in
operating  activities  in the nine months  ended  September  29, 1996  primarily
resulted  from an  increase  in  inventory  and  accounts  receivable  which was
partially financed by an increase in accounts payable and accrued expenses.

         The Company's  primary uses of cash have been for  operating  expenses,
research and development expenses, capital expenditures,  investments in patents
and  trademarks  and the  acquisition  of  Holoscan  including  its  holographic
technology.
<PAGE>
         Pursuant to the  settlement of a patent  lawsuit in December  1993, the
Company is required to pay amounts based on gross sales commencing in 1993 for a
12 year period with an aggregate  maximum of $7,500,000 and an aggregate minimum
of $4,450,000,  which minimum  amount was charged to net income in 1993.  Annual
minimum  payment   obligations  are  $375,000.   In  addition  to  such  minimum
obligations for 1996, the Company incurred  approximately  $334,000  pursuant to
the  settlement  agreement  during the nine months ended  September 29, 1996. On
January  31,  1996,  the  Company  paid a note  payable  relating  to the patent
litigation settlement which represented the excess of the minimum obligation for
the year ended December 31, 1993.

         The Company's  total deferred  income tax asset (current and long-term)
of approximately $2,899,000 is based upon cumulative temporary differences as of
September 29, 1996, which provide approximately  $6,743,000 of future income tax
deductions  against  future  taxable  income.  The temporary  differences  arise
primarily  from  recording  the patent  lawsuit  settlement  as an  expense  for
accounting purposes prior to receiving the related tax benefit.

         The Company has an unsecured  revolving  demand loan with PNC Bank,  NA
which allows for maximum borrowings of $5,000,000.  The demand loan requires the
Company to comply with certain financial covenants and other restrictions. As of
October 31, 1996, the Company was in compliance with the financial covenants and
no amounts were outstanding under this facility.

         The Company also has a 500,000 deutsche mark (approximately $328,000 
as of September  29,  1996)  unsecured   revolving  credit  facility  with  
Bayerische Hypotheken-Und  Wechsel-Bank  in the name of its German  subsidiary, 
Metrologic Instruments  GmbH.  As of  October  31,  1996,  approximately  
$152,000  ($0 at September 29, 1996) was outstanding under this revolving 
credit facility.

         The Company's current plans for additional capital  expenditures in the
1996 fiscal year include manufacturing automation equipment and office equipment
in the aggregate amount of approximately $500,000.

         The  Company  may be subject to losses as a result of foreign  currency
transactions.  Accordingly,  the Company's liquidity could be adversely affected
by changes in foreign currency exchange rates.

          On March 1, 1996, the Company exercised its option under its March 
1995 Option Agreement (as defined herein) with Holoscan to acquire the 
outstanding equity securities of Holoscan and made payments aggregating 
approximately $521,000.  (See also Part II,  Item 5. "Other Information.")

         The Company believes that its current cash and cash equivalents,  along
with cash generated from operations and its revolving credit facilities, will be
adequate to fund the Company's operations through at least the next 12 months.

<PAGE>
         The  discussion in this Form 10-Q includes  forward-looking  statements
based on current management expectations.  Factors which would cause the results
to differ  from these  expectations  include  the  following:  general  economic
conditions;  competitive factors and pricing pressures; technological changes in
the  scanner  industry;  availability  of patent  protection  for the  Company's
holographic scanners and other products;  possible patent litigation between the
Company and a  competitor  if the current  negotiations  are  unsuccessful  (see
Condensed  Consolidated  Financial  Statements Note 5); and market acceptance of
the Company's new products.

                   PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

         On July 7, 1992, PSC, Inc. ("PSC"), a competitor of the Company,  filed
a lawsuit in the United States  District  Court for the Western  District of New
York (the  "Court")  against the  Company,  alleging  that the  Company's  prior
version of its MS900 series of hand-held  scanners  infringed a PSC patent.  The
complaint  seeks an injunction  and damages in an unstated  amount.  The Company
filed a counterclaim for a declaratory judgment asserting that the PSC patent is
invalid and that the  Company's  prior  version of its MS900 series of hand-held
scanners  did  not  infringe  such  patent.  On  October  13,  1995,  the  Court
interpreted the claims of the PSC patent in a patent infringement  lawsuit filed
by PSC against another  competitor.  Based upon that  interpretation,  it is the
Company's  belief that the MS900  series  scanners do not  infringe  the subject
patent.  Accordingly,  on October 20, 1995,  Metrologic  filed a motion  seeking
summary judgment of non-infringement. In response, the Court stayed this action,
including  the motion for  summary  judgment,  pending the outcome of the appeal
filed by PSC in the other patent  infringement  lawsuit.  The Company redesigned
its  MS900  series  of  hand-held  scanners  in 1993 in an  effort  to avoid any
interruption of sales which would result from the possibility of the entry of an
injunction  and to minimize any damage award that PSC might  receive.  While the
Company  believes  that PSC will not  prevail  on this  infringement  claim with
respect to the redesigned  MS900 series of hand-held  scanners,  there can be no
assurance  that PSC will not prevail.  While the amount of any potential  damage
award is presently  unknown,  the Company  believes that an adverse  decision in
this action would not have a material  adverse  effect on the Company.  However,
patent  damage  awards  are  unpredictable  and there can be no  certainty  with
respect to the size of any such award.

<PAGE>
Item 2.  Changes in Securities

              Not applicable.


Item 3.  Defaults upon Senior Securities

              Not applicable.


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

              Not applicable.


Item 5.  Other Information

         In March 1995,  the Company,  Holoscan  and the Holders  entered into a
stock  purchase  agreement  (the  "Stock  Purchase  Agreement")  and  an  option
agreement (the "Option Agreement").  Pursuant to the terms of the Stock Purchase
Agreement, the Company purchased, for $360,000, shares of Holoscan's convertible
preferred  stock.  The Company  elected to convert  these shares of  convertible
preferred  stock into shares of common stock on March 1, 1996,  resulting in the
Company's ownership of 51% of Holoscan's  outstanding common stock.  Pursuant to
the Option Agreement,  the Holders granted the Company an option to acquire from
each Holder the equity  securities of Holoscan owned by such Holder. On March 1,
1996, the Company  exercised its option under the Option  Agreement and acquired
the remaining 49% of the outstanding Holoscan common stock and other outstanding
equity  securities  of Holoscan  from the  Holders.  As a result,  Holoscan is a
wholly-owned  subsidiary of the Company. In addition,  the Company agreed to pay
to each Holder,  through 1998, a payment based on the Company's sales of certain
holographic  laser  scanners.  As of September 29, 1996, the Company has paid an
aggregate of $4,000 to the Holders pursuant to the Option  Agreement.  (See also
Part I, Item 2. - "Management's  Discussion and Analysis of Financial  Condition
and Results of Operations").


<PAGE>



Item 6.  Exhibits and Reports on Form 8-K

              (a)  Exhibits:

                   Exhibit Number

                        11   Statement Regarding Computation of Per
                             Share Earnings.                          

                        27   Financial Data Schedule.                 

               (b) Reports on Form 8-K.

                   No reports on Form 8-K were filed  during the  quarter  ended
                   September 29, 1996.


<PAGE>


                            SIGNATURES




Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant has duly caused this report to be signed by the undersigned thereunto
duly authorized.



                                       METROLOGIC INSTRUMENTS, INC.



Date: November 13, 1996                By:/s/ C. Harry Knowles
                                       C. Harry Knowles
                                       Chairman of the Board,
                                       President and Chief Executive Officer


Date: November 13, 1996                By:/s/Thomas E. Mills  IV
                                       Thomas E. Mills  IV
                                       Vice President Finance &
                                       Chief Financial Officer
                                       (Principal Financial Officer)



<PAGE>



                          EXHIBIT INDEX


Exhibit No.



11       Statement Regarding Computation of Per Share Earnings

27       Financial Data Schedule