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 30, 1998

                                       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.)

90 Coles Road , 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 November 9, 1998 there were 5,405,177 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 -
  September 30, 1998 and December 31, 1997                      3

  Condensed Consolidated Statements of Operations -
  Three and Nine Months ended September 30, 1998 and
  September 30, 1997                                            4

  Condensed Consolidated Statements of Cash Flows -
  Nine Months ended September 30, 1998 and
  September 30, 1997                                             5

  Notes to Condensed Consolidated Financial Statements           6

Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations          8
Item 3.   Quantitative and Qualitative Disclosures about 
          Market Risk                                           12

Part II - Other Information

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

Exhibit Index
                Financial Data Schedule                         16
<PAGE>



Part I - FINANCIAL INFORMATION
Item 1. Financial Statements

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


                                                 September 30,    December 31,
Assets                                                1998            1997
                                                  (unaudited)
  Current assets:
        Cash and cash equivalents                  $  9,692          $13,096
        Accounts receivable, net of allowance 
          of $460 and $408 in 1998 and 1997, 
          respectively                               14,685            9,249
        Inventory                                     7,023            4,684
        Deferred income taxes                         1,593            1,698
        Other current assets                            710              604

  Total current assets                               33,703           29,331

  Property, plant and equipment, net                  5,756            4,625
  Patents and trademarks, net of amortization 
        of $573 and $511 in 1998 and 1997, 
        respectively                                  1,551            1,254
  Holographic technology, net of amortization 
        of $224 and $154 in 1998 and 1997, 
        respectively                                    709              734
  Deferred income taxes                                 227              414
  Advance license fee                                 1,794            1,882
  Security deposits and other assets                  1,167              218

  Total assets                                      $44,907          $38,458

Liabilities and shareholders' equity

  Current liabilities:
        Current portion of notes payable            $   784          $   543
        Accounts payable                              3,183            2,859
        Accrued expenses                              8,636            6,505
        Accrued legal settlement                        850              825

  Total current liabilities                          13,453           10,732

  Notes payable, net of current portion               2,205            1,496
  Deferred income taxes, net of current portion         539              524
  Accrued legal settlement                               93              805

  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; 5,402,105 and 
                5,369,090 shares issued and 
                outstanding in 1998 and 1997, 
                respectively                             54               54
        Additional paid-in capital                   16,872           16,389
        Retained earnings                            11,839            8,576
        Deferred compensation                             -               (2)
        Accumulated other comprehensive (loss) 
          income                                       (148)            (116)

        Total shareholders' equity                   28,617           24,901

  Total liabilities and shareholders' equity        $44,907          $38,458


                            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
                                       September 30,           September 30,
                                     1998         1997       1998        1997
                                       (unaudited)              (unaudited)

Sales                            $   17,001  $   13,047  $   48,297  $   38,966
Cost of Sales                        10,180       8,134      29,166      24,539

Gross Profit                          6,821       4,913      19,131      14,427

Selling, general and 
  administrative expenses             4,143       2,980      11,320       8,661
Research and development 
  expenses                              956         828       3,115       2,450

Operating income                      1,722       1,105       4,696       3,316

Other (expense) income
        Interest income                 126         115         386         318
        Interest expense                (45)        (42)       (123)       (144)
        Foreign currency transaction 
         gain (loss)                     63        (167)         83        (408)
        Other income (loss), net         (1)         (5)         57          (5)

Total other income (expenses)           143         (99)        403        (239)

Income before provision for 
 income taxes                         1,865       1,006       5,099       3,077

Provision for income taxes              671         382       1,835       1,169

Net income                       $    1,194  $      624  $    3,264  $    1,908

Basic earnings per share

        Weighted average shares
         outstanding              5,399,642   5,351,623   5,387,559   5,320,362

        Basic earnings per share $     0.22  $     0.12  $     0.61  $     0.36

Diluted earnings per share

        Weighted average shares
         outstanding              5,399,642   5,351,623   5,387,559   5,320,362
        Net effect of dilutive 
         securities                  99,732     101,076     151,457     130,861

        Total shares outstanding 
         used in computing diluted 
         earnings per share       5,499,374   5,452,699   5,539,016   5,451,223

        Diluted earnings per 
         share                   $     0.22  $     0.11  $     0.59  $     0.35


                            See accompanying notes.
<PAGE>
                         Metrologic Instruments, Inc.
                Condensed Consolidated Statements of Cash Flows
                            (amounts in thousands)

                                                        Nine Months Ended
                                                          September 30,
                                                         1998         1997
                                                            (unaudited)
Operating activities

Net cash (used in) provided by operating activities   $ (1,072)    $  1,656

Investing activities

Purchase of property, plant and equipment               (2,184)        (315)
Proceeds from sale of property                              65            -
Patents and trademarks                                    (359)        (283)
Advance license fee                                          -         (375)
Other intangibles                                         (559)           -
Purchase of Holoscan, Inc. and holographic
  technology, net of cash acquired                         (45)         (34)

Net cash used in investing activities                   (3,082)      (1,007)

Financing activities

Proceeds from issuance of notes payable                  1,371            -
Principal payments on notes payable                       (375)        (238)
Proceeds from exercise of stock options and
  employee stock purchase plan                             353          958
Payments of amounts due to former officer                    -          (84)
Capital lease payments                                    (123)        (188)

Net cash provided by financing activities                1,226          448

Effect of exchange rates on cash                          (476)        (135)

Net (decrease) increase in cash and cash equivalents    (3,404)         962
Cash and cash equivalents at beginning of period        13,096       10,358

Cash and cash equivalents at end of period             $ 9,692     $ 11,320

Supplemental Disclosure

        Cash paid for interest                         $   139     $    149
        Cash paid for income taxes                     $   607     $     69
        Capital lease obligations incurred             $     -     $    210
        Tax benefit from stock options                 $   130     $      -

                            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
Quarterly Report on Form 10-Q and the Company's Annual Report on Form 10-K for
the year ended December 31, 1997, including the Consolidated Financial
Statements and the Notes to Consolidated Financial Statements for the year
ended December 31, 1997.

3.      Inventory

        Inventory consists of the following:

                                      September 30,         December 31,
                                          1998                  1997

                      Raw materials      $3,416                $2,542
                      Work-in-process     2,381                 1,590
                      Finished goods      1,226                   552
                                         ------                ------
                                         $7,023                $4,684
                                         ======                ======

4.      Comprehensive Income

        The Company adopted Statement of Financial Accounting Standards No. 
130, "Reporting Comprehensive Income" (SFAS 130), at December 31, 1997.  SFAS 
130 establishes standards for reporting comprehensive income and requires 
foreign currency translation adjustments, which prior to adoption were reported 
separately in shareholders' equity, to be included in other comprehensive 
income.  Adoption of SFAS 130 had no impact on net income or shareholders' 
equity.

Total comprehensive income amounted to $1,168 and $617, in the three months
ended September 30, 1998 and 1997, respectively, and $3,232 and $1,517 in the
nine months ended September 30, 1998 and 1997, respectively.

5.      Impact of Recently Issued Accounting Pronouncements

        In June 1998, the Financial Accounting Standards Board issued SFAS No. 
133, "Accounting for Derivative Instruments and Hedging Activities" (SFAS 133), 
which is required to be adopted in years beginning after June 15, 1999.  The 
Company has not yet determined what the effect of SFAS 133 will be on the 
earnings and financial position of the Company.
<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 Quarterly Report on Form 10-Q and the
Consolidated Financial Statements and the Notes to Consolidated Financial
Statements for the year ended December 31, 1997 appearing in the Company's
Annual Report on Form 10-K for the year ended December 31, 1997. The Condensed
Consolidated Financial Statements for the three and nine months ended September
30, 1998 and September 30, 1997 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 85 foreign countries.

The Company's operating results have been impacted by significant
foreign currency fluctuations particularly with respect to the value of the
German mark against the U.S. dollar. Changes in the value of the German mark
relative to the U.S. dollar positively affected operating results for the three
months ended September 30, 1998 and negatively affected operating results for
the nine months ended September 30, 1998. The Company's German subsidiary
accounted for approximately 36.2% and 41.3%, respectively, of the Company's
consolidated sales for the three and nine months ended September 30, 1998.
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 represented approximately 81.7% and 81.3% respectively, of the
subsidiary's total operating costs for the three and nine months ended
September 30, 1998, were incurred by the Company in U.S. dollars. As a result,
the subsidiary's sales are significantly affected by fluctuations between the
German mark and the U.S. dollar, however, there is minimal offsetting effect in
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"
for a discussion of the Company's derivative financial instruments utilized to
mitigate such exposure.)

Three Months Ended September 30, 1998 Compared with Three Months Ended
September 30, 1997 (amounts in thousands except per share information)

Sales increased  30.3% to $17,001 in the three months ended September 30, 1998 
from $13,047 in the three months ended September 30, 1997, principally as a 
result of the continued increase in market acceptance of the Company's 
point-of-sale ("POS") products, an increase in sales of the Company's HoloTrak
(tm) industrial holographic laser scanners, and increased sales and marketing 
efforts.  The increase in sales volume in 1998 was offset by lower average unit 
selling prices on POS products, compared to the corresponding period in 1997.  
The appreciation in the value of the German mark against the U.S. dollar during 
the three months ended September 30, 1998, as compared to the corresponding 
period in 1997, positively affected the recorded U.S. dollar value of the 
Company's German subsidiary's sales by approximately 3.7% or $227.

International sales accounted for $9,603 (56.5% of total sales) in the three 
months ended September 30, 1998 and $8,058  (61.8% of total sales) in the three 
months ended September 30, 1997.  Two customers accounted for 6.5% and 5.9%, 
respectively, of the Company's revenues in the three months ended September
30, 1998.  No customer accounted for 5% or more of the Company's revenues in 
the three months ended September 30, 1997.

Cost of sales increased 25.2% to $10,180 in the three months ended September
30, 1998 from $8,134 in the three months ended September 30, 1997, and cost of
sales as a percentage of sales decreased to 59.9% from 62.3%. The decrease in
cost of sales as a percentage of sales was due primarily to reduced product
costs resulting from engineering enhancements to certain POS products,
manufacturing efficiencies and operating leverage that resulted from greater
unit volumes, and increased sales of the Company's industrial laser scanners
which traditionally yield higher gross profit margins than the Company's POS
products, partially offset by lower average unit selling prices on certain of
the Company's products as noted above. If sales are adjusted to negate the
effect of foreign currency fluctuations as compared to the corresponding period
in 1997, cost of sales as a percentage of sales would have been 60.7% for the
three months ended September 30, 1998.
<PAGE>

Selling, general and administrative ("SG&A") expenses increased 39.0% to $4,143
in the three months ended September 30, 1998 from $2,980 in the three months
ended September 30, 1997 and increased as a percentage of sales to 24.4% from
22.8%. The increase in SG&A expenses was due primarily to increased marketing
efforts, which include costs associated with the Company's Concert Program(tm),
a business partner program that markets and promotes the Company's products.

Research and development ("R&D") expenses increased 15.5% to $956 in the three 
months ended September 30, 1998 from $828 in the three months ended September 
30, 1997, and decreased as a percentage of sales to 5.6% from 6.3%.  The 
increase in R&D expenses was due primarily to higher expenditures for the 
development of new POS and industrial products, including development of the 
Company's HoloTunnel(tm), a six-sided holographic scanner tunnel system.

Operating income increased 55.8% to $1,722 in the three months ended September
30, 1998 from $1,105 in the three months ended September 30, 1997, and
operating income as a percentage of sales increased to 10.1% from 8.5%.

Other income/expenses reflect net other income of $143 in the three months
ended September 30, 1998 compared to net other expenses of $99 in the 
corresponding period in 1997.  Net other income for the three months ended 
September 30, 1998 reflects higher interest income and foreign currency 
transaction gains, compared to the corresponding period in 1997.

Net income increased 91.3% to $1,194 in the three months ended September 30,
1998 from $624 in the three months ended September 30, 1997. Net income
reflects a 36.0% effective income tax rate for the three months ended September
30, 1998 compared to 38.0% for the corresponding period in 1997. The reduced
effective income tax rate resulted from the utilization of the Company's
foreign sales corporation which permits the Company to reduce its United States
federal income tax liability on profits from sales to foreign customers.
Further, the Company utilized net operating loss carryforwards on certain of
its foreign subsidiaries in the three months ended September 30, 1998. The
appreciation in the value of the German mark against the U.S. dollar as
compared to the corresponding period in 1997 positively affected diluted
earnings per share by approximately $.03 per share.

Nine Months ended September 30, 1998 Compared with Nine Months ended September
30, 1997 (amounts in thousands except per share information)

Sales increased 23.9% to $48,297 in the nine months ended September 30, 1998
from $38,966 in the nine months ended September 30, 1997, principally as a
result of the continued increase in market acceptance of the Company's POS
products, an increase in sales of the Company's HoloTrak(tm) industrial
holographic laser scanners, and increased sales and marketing efforts. The
increase in sales volume in 1998 was offset by lower average unit selling
prices on its POS products, compared to the corresponding period in 1997, and
reflected unfavorable foreign currency exchange fluctuations. The reduction in
the value of the German mark against the U.S. dollar during the nine months
ended September 30, 1998, as compared to the corresponding period in 1997,
negatively affected the recorded U.S. dollar value of the Company's German
subsidiary's sales by approximately 3.3% or $668.

International sales accounted for $28,721 (59.5% of total sales) in the nine 
months ended September 30, 1998 and $24,597  (63.1% of total sales) in the nine 
months ended September 30, 1997.  Two customers accounted for 5.7% and 5.4%, 
respectively, of the Company's revenues in the nine months ended September 30, 
1998.  One customer accounted for 5.4% of the Company's revenues in the nine 
months ended September 30, 1997.

Cost of sales increased 18.9% to $29,166 in the nine months ended September 30,
1998 from $24,539 in the nine months ended September 30, 1997, and cost of
sales as a percentage of sales decreased to 60.4% from 63.0%. The decrease in
cost of sales as a percentage of sales was due primarily to reduced product
costs resulting from engineering enhancements to certain POS products,
manufacturing efficiencies and operating leverage that resulted from greater
unit volumes, and increased sales of the Company's industrial laser scanners
which traditionally yield higher gross profit margins than the Company's POS
products, and partially offset by lower average unit selling prices on certain
of the Company's products as noted above. If sales are adjusted to negate the
effect of unfavorable foreign currency fluctuations as compared to the
corresponding period in 1997, cost of sales as a percentage of sales would have
been 59.6% for the nine months ended September 30, 1998.
<PAGE>
SG&A expenses increased 30.7% to $11,320 in the nine months ended September 30,
1998 from $8,661 in the nine months ended September 30, 1997 and increased as a
percentage of sales to 23.4% from 22.2%. The increase in SG&A expenses was due
primarily to increased marketing efforts, which include costs associated with
the Company's Concert Program(tm).

R&D expenses increased 27.1% to $3,115 in the nine months ended September 30, 
1998 from $2,450 in the nine months ended September 30, 1997, and increased as 
a percentage of sales to 6.4% from 6.3%.  The increase in R&D expenses was due 
primarily to higher expenditures for the development of new POS and industrial 
products, including development of the Company's HoloTunnel(tm).

Operating income increased 41.6% to $4,696 in the nine months ended September
30, 1998 from $3,316 in the nine months ended September 30, 1997, and operating
income as a percentage of sales increased to 9.7% from 8.5%.

Other income/expenses reflect net other income of $403 in the nine months ended 
September 30, 1998 compared to net other expenses of $239 in the corresponding 
period in 1997.  Net other income for the nine months ended September 30, 1998
reflects higher interest income and foreign currency transaction gains compared 
to the corresponding period in 1997.

Net income increased 71.1% to $3,264 in the nine months ended September 30,
1998 from $1,908 in the nine months ended September 30, 1997. Net income
reflects a 36.0% effective income tax rate for the nine months ended September
30, 1998 compared to 38.0% for the corresponding period in 1997. The reduced
effective income tax rate resulted from the utilization of the Company's
foreign sales corporation which permits the Company to reduce its United States
federal income tax liability on profits from sales to foreign customers.
Further, the Company utilized net operating loss carryforwards on certain of
its foreign subsidiaries in the nine months ended September 30, 1998. The
reduction in the value of the German mark against the U.S. dollar as compared
to the corresponding period in 1997 negatively affected diluted earnings per
share by approximately $0.04 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 8.9% to $20,250 as of
September 30, 1998 from $18,599 as of December 31, 1997.

The Company's operating activities used net cash of $1,072 compared with cash 
provided of  $1,656 for the nine months ended September 30, 1998 and 1997, 
respectively.   Net cash used in operating activities for the nine months ended 
September 30, 1998 resulted primarily from  increases in accounts receivable 
and inventory, partially offset by increases in accrued expenses and accounts 
payable.

The Company's total deferred income tax asset (current and long-term) of $1,820 
and deferred tax liability of $539 are based upon cumulative temporary 
differences as of September 30, 1998, which provide approximately $3,089 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 pursuant to the December 1996 licensing agreement with 
Symbol Technologies, Inc. as an expense for tax purposes and an amortizable 
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 in the amount of $7,500.  The line of credit requires the Company to 
comply with certain financial covenants and other restrictions.   As of 
September 30, 1998, 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, 1999.
<PAGE>
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 September 30, 1998, no amounts were outstanding under this 
revolving credit facility.  In April 1998, the Company entered into a 
convertible line of credit with its primary bank, denominated in German marks, 
in an amount not to exceed $1,500, for the purchase of fixed assets.  As of 
September 30, 1998, approximately $339 was available under this line of credit.
The Company is currently making interest-only payments on this line of credit
until December 31, 1998, at which time amounts outstanding under this line will 
convert to a term note, payable over a 54 month period.

The Company's current plans for capital expenditures for the next twelve months 
potentially include the purchase of  (i) additional manufacturing facilities; 
(ii) manufacturing automation equipment; (iii) office equipment; and (iv) a new 
integrated management information system.  Potential capital expenditures 
amount to approximately $7,000. The Company expects to finance such potential 
expenditures with a combination of term notes, operating and capital leases, 
and  mortgages.

The Company's liquidity has been, and may continue to be, adversely
affected by changes in foreign currency exchange rates, particularly in the
value of the German mark against the U.S. dollar. In an effort to mitigate the
financial implications of the volatility in the exchange rate between the
German mark and the U.S. dollar, the Company 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 sales to the Company's German subsidiary and (ii)
German mark based loans, which act as a partial hedge against outstanding
intercompany receivables and the net assets of its German subsidiary, which are
denominated in German marks. Additionally, the German subsidiary invoices and
receives payment in certain other major European currencies, which result 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.

Impact of Year 2000

The Year 2000 issue is the result of computer programs using only the
last two digits to indicate the year. If uncorrected, such computer programs
will be unable to interpret dates beyond the year 1999, which could cause
computer system failure or other computer errors disrupting operations. The
Company has been evaluating its year 2000 readiness and taking corrective
action where necessary. The scope of the Year 2000 readiness effort includes
(i) information technology ("IT") such as software and hardware; (ii) non-IT
systems or embedded technology such as microcontrollers contained in various
manufacturing and lab equipment, facilities and utilities, and the Company's
products with date-sensitivity; and (iii) readiness of key third parties,
including suppliers and customers. If needed modifications and conversions are
not made on a timely basis, the Year 2000 issue could have a material adverse
effect on the Company's operations.

Because of the scope of the Company's operations, the Company believes it is 
impractical to seek to eliminate all potential non-mission-critial Year 2000 
problems before they arise.  As a result, the Company expects that its Year 
2000 program corrections will include ongoing remedial efforts into the Year 
2000.

The Company's current management information systems ("MIS") are not 
year 2000 compliant.  The Company is in the process of replacing its current 
MIS system with a new, Year 2000 compliant, fully integrated MIS system for 
itself and its subsidiaries.  The total cost of the new MIS system is estimated 
to be approximately $1,400, which includes external resource costs, a 
substantial portion of which will be capitalized.  The new MIS system is 
estimated to be implemented in the Company's U.S.
operations in February 1999 and in its international operations by June 1999, 
which is prior to any anticipated impact on its operating systems.

The Company is in contact with key suppliers to assure no
interruption in the relationship between the Company and these important third
parties from the Year 2000 issue. If third parties do not convert their systems
in a timely manner and in a way that is compatible with the Company's systems,
the Year 2000 issue could have a material adverse effect on the Company's
operations. The Company believes that its actions with key suppliers and
customers will mitigate these risks.
<PAGE>
The Company's current estimates of the amount of time and costs necessary to 
resolve Year 2000 issues are based on the facts and circumstances existing at 
this time.  The estimates were made using assumptions of future events 
including the continued availability of certain resources, Year 2000 
modification plans, implementation success by key third-parties, and other 
factors.  There can be no assurance that these estimates will be achieved and 
actual results could differ materially from those anticipated.

The discussion in this Quarterly Report on 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.

Item 3.  Quantitative and Qualitative Disclosure about Market Risk.

         Not applicable.

                          PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

         Not applicable.

Item 2.  Changes in Securities and Use of Proceeds

         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

         Not applicable.

Item 6.  Exhibits and Reports on Form 8-K

        (a)     Exhibits:

                        Exhibit Number

                                  27      Financial Data Schedule.

        (b)     Reports on Form 8-K.

                        No reports on Form 8-K were filed by the Company during
                        the quarter ended September 30, 1998.
<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, 1998                  By:/s/ C. Harry Knowles
                                         -----------------------
                                         C. Harry Knowles
                                         Chairman of the Board,
                                         President and Chief Executive Officer
                                         (Principal Executive Officer)

Date: November 13, 1998                  By:/s/Thomas E. Mills  IV
                                         -------------------------
                                         Thomas E. Mills  IV
                                         Executive Vice President,
                                         Chief Operating Officer and Chief 
                                         Financial Officer
                                         (Principal Financial Officer)
<PAGE>
                                 EXHIBIT INDEX



Exhibit No. 27      Financial Data Schedule