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 June 30, 1997

                                       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 August 11, 1997 there were 5,353,091 shares of Common Stock, $.01 par
value per share, outstanding.





<PAGE>

                                                     


                       METROLOGIC INSTRUMENTS, INC.
                                   INDEX
 
                                                                        Page
                                                                         No.
Part I - Financial Information

         Item 1.  Financial Statements

         Condensed Consolidated Balance Sheets -
         June 30, 1997 and December 31, 1996                              3
 
         Condensed Consolidated Statements of Operations -
         Three and Six Months Ended June 30, 1997 and
         June 30, 1996                                                    4
 
         Condensed Consolidated Statements of Cash Flows -
         Six Months Ended June 30, 1997 and
         June 30, 1996                                                    5
 
         Notes to Condensed Consolidated Financial Statements             6
 
         Item 2.     Management's Discussion and Analysis of
                    Financial Condition and Results of Operations         8

Part II - Other Information

         Item 1.  Legal Proceedings                                      12
         Item 2.  Changes in Securities                                  12
         Item 3.  Defaults upon Senior Securities                        12
         Item 4.  Submission of Matters to a Vote of Security Holders    12
         Item 5.  Other Information                                      13
         Item 6.  Exhibits and Reports on Form 8-K                       13

Exhibit Index

                  First Amendment to the 1994 Incentive Plan             16
 
                  Statement Regarding Computation of Per Share Earnings. 17

                  Financial Data Schedule                                18








<PAGE>
PART 1 - FINANCIAL INFORMATION
Item 1.  Financial Statements

                            Metrologic Instruments, Inc.
                       Condensed Consolidated Balance Sheets
                      (amounts in thousands except share data)

                                                    June 30,       December 31,
Assets                                               1997               1996
                                                 ------------      ------------
                                                  (Unaudited)
Current assets:
    Cash and cash equivalents                      $10,014             $10,358
    Accounts receivable,  net of allowance 
       of $452 and $493 in 1997 and 1996,  
       respectively                                  9,384               8,035
    Inventory                                        6,544               5,588
    Deferred income taxes                            1,381               1,848
    Other current assets                               592                 519

Total current assets                                27,915              26,348

Property,  plant and equipment, net                  4,684               4,692
Patents and trademarks,  net of amortization 
    of $471 and $427 in 1997 and 1996,  
    respectively                                     1,179               1,015
Holographic technology,  net of amortization 
    of $110 and $67 in 1997 and 1996, 
    respectively                                       758                 777
Deferred income taxes                                  578                 655
Advance license fee                                  1,941               2,000
Security deposits and other assets                     202                 505

Total assets                                       $37,257             $35,992

Liabilities and shareholders' equity 
    Current liabilities:
    Current portion of notes payable               $   556             $   596
    Accounts payable                                 3,622               2,607
    Accrued expenses                                 5,782               7,040
    Accrued legal settlement                           859                 905

Total current liabilities                           10,819              11,148

Notes payable,  net of current portion               1,643               1,764
Deferred income taxes, net of current portion          551                  23
Accrued legal settlement                             1,164               1,510
Other liabilities                                      250                 500

Shareholders' equity:
    Preferred stock,  $0.01 par value: 500,000 shares
       authorized;  none issued                          -                   -
    Common stock,  $0.01 par value:  10,000,000 shares
       authorized;  5,341,284 and 5,274,351 shares
       issued and outstanding in 1997 and 1996,
       respectively                                     53                  53
    Additional paid-in capital                      15,934              15,055
    Retained earnings                                6,880               5,596
    Deferred compensation                               (4)                 (8)
    Foreign currency translation adjustment            (33)                351

    Total shareholders' equity                      22,830              21,047

Total liabilities and shareholders' equity         $37,257             $35,992

                                       See accompanying notes.




<PAGE>


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


                                Three Months Ended      Six Months Ended
                                June 30,   June 30,   June 30,    June 30,
                                  1997       1996       1997        1996
                                    (Unaudited)            (Unaudited)

Sales                           $13,157   $11,757     $25,919     $22,099
Cost of sales                     8,438     7,154      16,405      13,425

Gross profit                      4,719     4,603       9,514       8,674

Selling, general and 
 administrative expenses          2,753     2,730       5,681       5,289
Research and development
 expenses                           814       774       1,622       1,571

Operating income                  1,152     1,099       2,211       1,814

Other (expenses) income
 Interest income                    111        98         203         227
 Interest expense                   (59)      (27)       (101)        (56)
 foreign currency transaction loss  (76)      (65)       (241)        (78)
 Other, net                           2         -          (1)          -

 Total other (expenses) income      (22)        6        (140)         93

Income before provision for
 income taxes                     1,130     1,105       2,071       1,907
Provision for income taxes          430       420         787         732

Net income                       $  700     $ 685     $ 1,284     $ 1,175

Weighted average number of
 shares used in computing net
 income per share             5,474,025 5,267,840   5,450,485   5,264,657

Income per share:

 Net income per share            $ 0.13     $0.13     $  0.24     $  0.22

                    See accompanying notes.



<PAGE>


                          Metrologic Instruments, Inc.
                 Condensed Consolidated Statements of Cash Flows
                             (amounts in thousands)

                                                     Six Months Ended June 30,
                                                        1997            1996
                                                            (Unaudited)
Operating activities

Net cash used in operating activities                $  (107)         $ (481)

Investing activities

Purchase of property,  plant and equipment              (331)           (832)
Patents and trademarks                                  (209)           (132)
Advance license fee                                     (250)              -
Purchase of Holoscan, Inc. and holographic
   technology, net of cash acquired                      (24)           (521)

Net cash used in investing activities                   (814)         (1,485)

Financing activities

Proceeds from exercise of stock options and
     employee stock purchase plan                        868              29
Principal payments on notes payable                     (112)           (134)
Payments of amounts due to former officer                (84)           (100)
Capital lease payments                                  (117)            (79)

Net cash provided by (used in) financing activities      555            (284)

Effect of exchange rates on cash                          22              69

Net decrease in cash and cash equivalents               (344)         (2,181)
Cash and cash equivalents at beginning of period      10,358          12,065

Cash and cash equivalents at end of period           $10,014         $ 9,884


Supplemental Disclosure

     Cash paid for interest                          $    67         $    43

     Cash paid for income taxes                      $    53         $ 1,442

     Capital lease obligations incurred              $    67         $     -

                                      See accompanying notes.

<PAGE>


                          METROLOGIC INSTRUMENTS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             (Amounts in thousands)
                                  (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. The results
of the interim periods are not necessarily indicative of the results to be
obtained for a 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, 1996, including the Consolidated Financial Statements and the
Notes to Consolidated Financial Statements for the year ended December 31,
1996.

3.       Inventory

         Inventory consists of the following:
                                                June 30,         December 31,
                                                  1997                1996

                    Raw materials               $ 3,262              $ 2,644
                    Work-in-process               1,818                1,636
                    Finished goods                1,464                1,308
                                                -------              -------
                                                $ 6,544               $5,588
                                                =======               ======

4.       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 of others.

         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 sought 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 April 9, 1997, the Company 
and PSC entered into a settlement agreement providing for PSC to dismiss with 
prejudice its lawsuit against the Company and for the Company to dismiss its 
related counterclaims. In accordance with the agreement, no monies were 
required to be paid by either party to the other. On April 10, 1997, in 
accordance with the terms of the settlement agreement described above, the 
Company and PSC filed a Stipulation of Dismissal with the Court which was 
signed by the judge the same day.

         With the dismissal of this case, the Company has no other pending
patent litigation.
<PAGE>
5.       Line of Credit

         The Company has an unsecured line of credit with its primary bank
which allows for maximum borrowings of $7,500. The line of credit, which
expires on June 30, 1998, bears interest at a rate selected by the Company from
interest rate options offered by the bank. Interest rate options consist of (i)
the bank's prime rate (8.5% at June 30, 1997) minus 0.25%, or (ii) the bank's
Euro-Rate (5.75% at June 30, 1997) plus 1.75%. As of June 30, 1997, no amounts
were outstanding under the line of credit. The line of credit requires the
Company to comply with certain financial covenants and other restrictions. As
of June 30, 1997, the Company was in compliance with these covenants and
restrictions.

6.       Impact of Recently Issued Accounting Pronouncements

         In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, Earnings per Share, which is required to be adopted on
December 31, 1997. At that time, the Company will be required to change the
method currently used to compute earnings per share and to restate all prior
periods. Under the new requirements for calculating primary earnings per share,
the dilutive effect of stock options will be excluded. The impact is not
expected to result in an increase in primary earnings per share for the three
and six months ended June 30, 1997 and June 30, 1996. The impact of Statement
128 on the calculation of fully diluted earnings per share for these periods is
not expected to be material.

<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 and the
Consolidated Financial Statements and the Notes to the Consolidated Financial
Statements for the year ended December 31, 1996 appearing in the Company's
Annual Report on Form 10-K for the year ended December 31, 1996. The Condensed
Consolidated Financial Statements for the three and six month period ended June
30, 1997 and 1996 are unaudited.

         The Company derives its revenues from sales of its scanners through
distributors, value-added resellers ("VARs") and 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

         Since the beginning of 1997 the Company has been exposed to overall
unfavorable foreign currency fluctuations due to the reduction in the value of
the German mark against the U.S. dollar. The exchange rate at January 1, 1997
was approximately 1.54 German marks to U.S. dollars compared to approximately
1.74 German marks to U.S. dollars at June 30, 1997, a reduction in value of 
approximately 13% since the beginning of the year, the effect of which was 
partially offset by an increase in product sales prices in Europe as of 
April 1, 1997. In accordance with Generally Accepted Accounting Principles, the 
Company translates its Income Statement utilizing average exchange rates for
reported periods.

     The Company's German subsidiary accounted for approximately 46.5% and
47.7%, respectively, of the Company's consolidated sales for the three and six
months ended June 30, 1997. Substantially all of the German subsidiary's
products are manufactured at the Company's U.S. facility. Therefore, the
subsidiary's product manufacturing costs, which represent approximately 83% and
82%, respectively, of the subsidiary's total costs for the three and six months
ended June 30, 1997, are incurred by the Company in U.S. dollars. As a result,
the subsidiary's sales are significantly effected by fluctuations between the
German mark and the U.S. dollar; however, there is minimal offsetting effect
relating to the product costs of the subsidiary. Accordingly, the Company's
consolidated operating profit is significantly affected by changes in the
exchange rate between the German mark and U.S. dollar (See "Liquidity and
Capital Resources" regarding the Company's derivative financial instruments.)

         Notwithstanding the effect of the exchange rate of the German mark to
the U.S. dollar, the Company's sales denominated in German marks increased 32%
and 47%, respectively, for the three and six months ended June 30, 1997 over
the same periods a year ago.

Three Months Ended June 30, 1997 Compared with Three Months Ended June 30, 1996 
(amounts in thousands except per share information)

         Sales increased 11.9% to $13,157 in the three months ended June 30,
1997 from $11,757 in the three months ended June 30, 1996, principally as a
result of the continued increase in market acceptance of the Company's
hand-held and fixed projection scanners and increased sales and marketing
efforts. The increase in sales was offset by lower average unit selling prices
compared to the same period a year ago, primarily on certain of the Company's
point-of-sale ("POS") products, which included significant unfavorable foreign
exchange fluctuations from the Company's German subsidiary. The reduction in
the value of the German mark against the U.S. dollar since the beginning of
1997 negatively affected the recorded U.S. dollar value of sales by
approximately 5.3% or $700 in the three months ended June 30, 1997.

         International sales accounted for $8,314 (63.2% of total sales) in the
three months ended June 30, 1997 and $7,480 (63.6% of total sales) in the three
months ended June 30, 1996. One customer accounted for approximately 7.3% of
the Company's revenues in the three months ended June 30, 1997. Two other
customers accounted for approximately 7.8% and 5.9%, respectively, of the
Company's revenues in the three months ended June 30, 1996.
<PAGE>
         Cost of sales increased 17.9% to $8,438 in the three months ended June
30, 1997 from $7,154 in the three months ended June 30, 1996. Cost of sales as
a percentage of sales increased to 64.1% from 60.8%. These increases were due
primarily to a reduction in the average selling prices on certain of the
Company's products which included the unfavorable foreign currency fluctuations 
as noted above. An additional factor negatively affecting cost of sales 
includes initial production and setup costs associated with HoloTrak industrial 
scanners for which sales levels have not yet achieved sufficient levels to 
fully absorb these costs. The increases in cost of sales were partly offset by 
reduced product costs resulting from engineering enhancements to certain 
products and manufacturing efficiencies from greater unit volumes. If the costs 
of sales are adjusted to negate the effect of unfavorable foreign currency 
fluctuations since the beginning of 1997, costs of sales as a percentage of 
sales would have been 61.0% for the three months ended June 30, 1997 compared 
with 60.8% for the three months ended June 30, 1996.

         Selling, general and administrative ("SG&A") expenses increased 0.8%
to $2,753 in the three months ended June 30, 1997 from $2,730 in the three
months ended June 30, 1996 and decreased as a percentage of sales to 20.9% from
23.2%. The increase was primarily due to increased salaries resulting from the
hiring of additional sales and marketing personnel throughout North America,
Europe and the rest of the world and increased marketing efforts. SG&A expenses
were positively effected by reductions in the value of the German mark against
the U.S. dollar. The positive impact of the reduced value of the German mark
since the beginning of 1997 on consolidated SG&A expenses was approximately
3.6% or $100 in the three months ended June 30, 1997.

         Research and development ("R&D") expenses increased 5.2% to $814 in
the three months ended June 30, 1997 from $774 in the three months ended June
30, 1996, and decreased as a percentage of sales to 6.2% from 6.6%. The
increase in R&D was primarily due to the hiring of additional research and
development personnel.

         Operating income increased 4.8% to $1,152 in the three months ended
June 30, 1997 from $1,099 in the three months ended June 30, 1996, and
operating income as a percentage of sales decreased to 8.8% from 9.3%.

         Other expenses/income reflect a net expense of $22 in the three months
ended June 30, 1997 compared to net other income of $6 in the three months
ended June 30, 1996. Other expenses reflect higher foreign currency transaction
losses and interest expense compared to the same period a year ago.

         Net income increased 2.2% to $700 in the three months ended June 30,
1997 from $685 in the three months ended June 30, 1996. Net income reflects a
38.0% effective income tax rate in the second quarter of 1997, consistent with
the same period a year ago. The reduction in the value of the German mark
against the U.S. dollar since the beginning of 1997 negatively affected net
income by approximately $0.07 per share.

Six Months Ended June 30, 1997 Compared with the Six Months Ended June 30, 1996 
(amounts in thousands except per share information)

         Sales increased 17.3% to $25,919 in the first six months of 1997 from
$22,099 in the first six months of 1996 principally as a result of the
continued increase in market acceptance of the Company's hand-held and fixed
projection scanners, and increased sales and marketing efforts. The increase in
sales was offset by lower average unit selling prices compared to the same
period a year ago, primarily on certain of the Company's POS products, which
included significant unfavorable foreign exchange fluctuations from the
Company's German subsidiary. The reduction in the value of the German mark
against the U.S. dollar since the beginning of 1997 negatively affected the
recorded U.S. dollar value of sales by approximately 9.5% or $1,170 in the six
months ended June 30, 1997.

         International sales accounted for $16,541 (63.8% of total sales) for
the first six months of 1997 and $13,385 (60.6% of total sales) for the first
six months of 1996. One customer accounted for approximately 6.5% of total
sales in the first six months of 1997. Two other customers accounted for
approximately 7.1% and 6.6%, respectively, of total sales in the first six
months of 1996.

         Cost of sales increased 22.2% to $16,405 in the first six months of
1997 from $13,425 in the first six months of 1996. Cost of sales as a
percentage of sales increased to 63.3% from 60.7%. These increases to cost of
sales were due to decreased average selling prices on certain of the Company's
products which included the unfavorable foreign currency fluctuations as noted
above. An additional factor negatively affecting cost of sales includes initial
production and setup costs associated with HoloTrak industrial scanners for
which sales levels have not yet achieved sufficient levels to fully absorb
these costs. The increases to cost of sales were partly offset by reduced
product costs resulting from engineering enhancements to certain products and
manufacturing efficiencies from greater unit volumes. If the costs of sales are
adjusted to negate the effect of unfavorable foreign currency fluctuations
since the beginning of 1997, costs of sales as a percentage of sales would have
been 60.7% for the six months ended June 30, 1997, consistent with the same
period a year ago.
<PAGE>
         Selling, general, and administrative expenses increased 7.4% to $5,681
in the first six months of 1997 from $5,289 in the first six months of 1996,
and decreased as a percentage of sales to 21.9% from 23.9%. The increase was
primarily due to increased salaries resulting from the hiring of additional
sales and marketing personnel throughout North America, Europe, and the rest of
the world and increased marketing efforts. SG&A expenses were positively
effected by reductions in the value of the German mark against the U.S. dollar.
The positive impact of the reduced value of the German mark since the beginning
of 1997 on consolidated SG&A expenses was approximately 3.2% or $180 in the six
months ended June 30, 1997.

         Research and development expenses increased 3.2% to $1,622 in the
first six months of 1997 from $1,571 in the first six months of 1996 and
decreased as a percentage of sales to 6.3% from 7.1% for the six months ended
June 30, 1997 and 1996, respectively. The increase in R&D expenses was due
primarily to the hiring of additional research and development personnel.

         Operating income increased 21.9% to $2,211 in the first six months of
1997 from $1,814 in the first six months of 1996. Operating income as a
percentage of sales increased to 8.5% in the first six months of 1997 from 8.2%
in the first six months of 1996.

         Other expenses/income reflect a net expense of $140 in the first six
months of 1997 compared to net other income of $93 in the first six months of 
1996.  Other expenses reflect higher foreign currency transaction losses and 
interest expense compared to the same period a year ago.

         Net income increased 9.3% to $1,284 in the first six months of 1997
from $1,175 in the first six months of 1996. Net income reflects a 38.0%
effective income tax rate in the first six months of 1997, consistent with the
same period a year ago. The reduction in the value of the German mark against
the U.S. dollar since the beginning of 1997 negatively affected net income by
approximately $0.14 per share.

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 (amounts in thousands)

         The Company's working capital increased approximately 12.5% to $17,096
as of June 30, 1997 from $15,200 as of December 31, 1996.

         The Company used net cash of $107 compared with $481 in operating
activities for the six months ended June 30, 1997 and 1996, respectively. Net
cash used in operating activities for the six months ended June 30, 1997
resulted primarily from increases in accounts receivable and inventory and
reductions in accrued expenses, which were partially financed by increases in
accounts payable.

         The Company's total deferred income tax asset (current and long-term)
of approximately $1,959 and deferred tax liability of $551 is based upon
cumulative temporary differences as of June 30, 1997, which provide
approximately $4,906 of future income tax deductions against future taxable
income. The deferred tax asset arises primarily from recording the December
1993 settlement of a patent lawsuit as an expense for accounting purposes prior
to receiving the related tax benefit. The deferred tax liability arises
primarily from recording the advance license fee as an expense for tax purposes
and a depreciable asset for book purposes.

         The Company is a party to an Amended and Restated Loan and Security
Agreement, as amended, with its primary bank which provides for an unsecured
line of credit of $7,500. The line of credit requires the Company to comply
with certain financial covenants and other restrictions. As of June 30, 1997,
the Company was in compliance with these financial covenants and no amounts
were outstanding under this line of credit. The Amended and Restated Loan and
Security Agreement expires on June 30, 1998.

         The Company also has a 500 German mark unsecured revolving credit
facility with a German bank in the name of its German subsidiary, Metrologic
Instruments GmbH. As of June 30, 1997, no amounts were outstanding under this
revolving credit facility.
<PAGE>
         The Company's current plans for capital expenditures for the next
twelve months potentially include the purchase of (i) the Company's office and
manufacturing facility currently being leased from the Company's principal
stockholder, Chairman, President, and CEO, and his spouse, the Company's Vice
President Administration and Treasurer; (ii) manufacturing automation
equipment; (iii) office equipment; and (iv) a new integrated management
information system. Potential capital expenditures amount to approximately
$6,000. The objective of the potential purchase of the Company's office and
manufacturing facility is to save the Company approximately $200 annually of
rent expenses, net of depreciation and interest expenses. The Company expects
to finance such expenditures from a combination of term notes, operating and
capital leases, and a mortgage.

         The Company's liquidity has been, and may continue to be, adversely
affected by changes in foreign currency exchange rates. Since December 31,
1996, the Company and its German subsidiary have been exposed to unfavorable
foreign currency exchange fluctuations as a result of a decline in the value of
the German mark against the U.S. dollar. With respect to mitigating the
financial implications of the volatility in the exchange rate between the
German mark and the U.S. dollar, the Company increased product sales prices in
Europe as of April 1, 1997, and has selectively entered into derivative
financial instruments to offset its exposure to foreign currency risks.
Derivative financial instruments currently include (i) foreign currency forward
exchange contracts with its primary bank for periods not exceeding six months,
which partially hedge the sales of its German subsidiary, and (ii) the Company
has converted its existing term loan from a dollar denominated loan to a German
mark based loan in order to reduce the existing variable interest rate incurred
by the Company, and create an external German mark denominated liability to act
as a partial hedge against outstanding intercompany receivables which are
denominated in German marks. Additionally, the German subsidiary invoices and
receives payment in certain other major European currencies, which results in
an additional mitigating measure that reduces the Company's exposure to the
fluctuation between the German mark and the U.S. dollar.

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

         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; fluctuations in the exchange rate between the German mark
and the U.S. dollar; the Company's ability to enter into and settle forward
exchange contracts; availability of patent protection for the Company's
holographic scanners and other products; and market acceptance of the Company's
new products.

<PAGE>



                          PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

         On April 9, 1997, the Company and PSC Inc. ("PSC") entered into a
settlement agreement providing for PSC to dismiss with prejudice its lawsuit
against the Company and for the Company to dismiss its related counterclaims.
In accordance with the settlement agreement, no monies are required to be paid
by either party to the other.

         PSC had sued the Company in 1992 for infringement of PSC's U.S. Patent
No. 4,652,750 ("'750 patent") in the United States District Court for the
Western District of New York. The Company filed a counterclaim seeking
declaratory judgment that its product did not infringe the `750 patent and that
`750 patent was invalid and unenforceable.

         On April 10, 1997, in accordance with the terms of the agreement
described above, the Company and PSC filed a Stipulation of Dismissal in the
United States District Court for the Western District of New York, which was
signed by the judge the same day.

         With the dismissal of this case, the Company has no other pending
patent litigation.

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

         The Company's Annual Meeting of Shareholders was held on June 26,
1997. At such meeting, the following matters were voted upon by the
shareholders, receiving the number of affirmative, negative and withheld votes,
as well as abstentions and broker non-votes, set forth below each matter.

         (1) The vote of the Common Shareholders for the election of C. Harry 
Knowles and Stanton L. Meltzer to serve a three-year term ending in 2000 was 
as follows:

                              No. of Votes For            Name

                                 4,846,305           C. Harry Knowles
                                 4,846,605           Stanton L. Meltzer

         (2) The vote of the Common Shareholders for an increase in the number
of shares available under the Company's 1994 Incentive Plan to 1,600,000 was as
follows:

                  4,267,404  For       480,176  Against       2,767  Abstain
                  ---------            -------                -----

         (3) The vote of the Common Shareholders for the appointment of Ernst &
Young as the independent auditors for the Company for the fiscal year ending
December 31, 1997 was as follows:

                  5,080,318  For       820   Against          1,667   Abstain
                  ---------            ---                    -----

                  The directors of the Company whose terms continue after the 
Annual Meeting of Shareholders referenced above are Lester Hill and Janet H. 
Knowles.

<PAGE>
Item 5.  Other Information

         Not applicable.

Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits:

                  Exhibit Number

                  10      First Amendment to the 1994 Incentive Plan.

                  11      Statement Regarding Computation of Per
                          Share Earnings.

                  27      Financial Data Schedule.

         (b)      Reports on Form 8-K.

                  Current report on Form 8-K filed by the Registrant on April
                  9, 1997.


                               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: August 14, 1997                     By:/s/ C. Harry Knowles
                                          Chairman of the Board,
                                          President and Chief Executive Officer
                                          (Principal Executive Officer)

Date: August 14, 1997                     By:/s/Thomas E. Mills  IV
                                          Vice President Finance &
                                          Chief Financial Officer
                                          (Principal Financial Officer)





                              EXHIBIT INDEX


Exhibit No.



10       First Amendment to the 1994 Incentive Plan

11       Statement Regarding Computation of Per Share Earnings

27       Financial Data Schedule


<PAGE>

Exhibit 10        First Amendment to the 1994 Incentive Plan


                   FIRST AMENDMENT TO THE 1994 INCENTIVE PLAN



         THIS FIRST AMENDMENT TO METROLOGIC INSTRUMENTS, INC.'S (the "Company")
1994 INCENTIVE PLAN (the "Plan") is dated as of July 1, 1997 (the "Amendment").


                              B A C K G R O U N D


         In April 1994, the Company's Board of Directors adopted the Plan.
Under the Plan, the Company is authorized to award 600,000 shares of its Common
Stock ("Shares") to its employees, directors, consultants and other individuals
who perform services for the Company, other than C. Harry Knowles and Janet H.
Knowles. The Company's shareholders approved the Plan in September 1994. The
Plan is administered and interpreted by the Incentive Committee of the Board of
Directors. Neither the Incentive Committee nor the Board of Directors has made
any amendments to the Plan since its approval by the Company's shareholders in
September 1994.

         As of April 28, 1997, options to purchase approximately 552,000 Shares
had been granted under the Plan, of which, options to purchase 173,500 Shares
are currently exercisable. In addition, as of April 28, 1997, 10,000 restricted
stock awards had been granted under the Plan, of which, 4,800 restricted stock
awards have vested. To date, no performance shares or performance units have
been issued under the Plan.

         As of April 28, 1997, there were approximately 48,000 Shares available
for issuance under the Plan.

         WHEREAS, as required by Article X, Section 10.1 of the Plan, the
Company has requested, and the shareholders of the Company at the Company's
1997 Annual Meeting of Shareholders have approved, the increase in the number
of Shares available under the plan by 1,000,000.

         THEREFORE, the first sentence of Article IV, Section 4.1 of the Plan
is hereby amended and restated as follows: "The maximum aggregate number of
Shares of Common Stock which may be issued under this Plan shall be 1,600,000
Shares of Common Stock (subject to any increase or decrease pursuant to Section
4.2), which may be either authorized and unissued Common Stock or issued Common
Stock reacquired by the Company."

<PAGE>


Exhibit 11

                Statement Re: Computation of Per Share Earnings
               (Amounts in thousdands except per share earnings)
Primary


                                        Three Months Ended   Six Months Ended
                                        June 30,  June 30,  June 30,  June 30,
                                          1997      1996      1997      1996

Average shares outstanding               5,318     5,251     5,305     5,250

Net effect of dilutive stock  
options-based on the treasury 
stock method using average  
market price                               153        12       142        10

Net effect of dilutive 
restrictive stock grants                     3         5         3         5
                                                                
Total                                    5,474     5,268     5,450     5,265

Net income                              $  700    $  685    $1,284    $1,175

Per share earnings                      $ 0.13    $ 0.13    $ 0.24    $ 0.22


The computation of per share earnings on a fully diluted basis does not
materially differ from the amounts calculated on a primary basis.