UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549

                                    FORM 10-K/A-1

(Mark One)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
     SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 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 1-4184

                                  MATEC Corporation
                ------------------------------------------------------
                (Exact name of registrant as specified in its charter)

            Delaware                                            06-0737363
---------------------------------                         ----------------------
(State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                         Identification Number)

75 South St., Hopkinton, Massachusetts                                  01748
----------------------------------------                              ----------
(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, including area code: (508) 435-9039

Securities registered pursuant to Section 12 (b) of the Act:

Title of each class:                  Name of each Exchange on which registered:
--------------------                  ------------------------------------------
Common Stock                                   American Stock Exchange
$.05 par value

Securities registered pursuant to Section 12 (g) of the Act: None

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  [ ]


Indicate by check mark if disclosure of delinquent filers 
pursuant to Item 405 of Regulation S-K (Sec.229.405 of this 
chapter) is not contained herein, and will not be contained, to 
the best of Registrant's knowledge, in definitive proxy or 
information statements incorporated by reference in Part III of 
this Form 10-K or any amendment to this Form 10-K.  [X]

Aggregate market value of voting stock held by non-affiliates: 
$5,715,468 (computed by reference to the last sales price of 
such common stock on March 23, 1998 as reported in the American 
Stock Exchange consolidated trading index).

Number of shares of common stock outstanding at March 23, 1998:  
2,733,631
<PAGE>
                                      PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT.
--------  -----------------------------------------------
          The following table sets forth certain information 
furnished to the Registrant regarding the persons who are 
directors of the Registrant:

                                                       Year
                                                       First
                              Principal Occupation     Elected
Name of Director              for Past Five Years      Director     Age
----------------              --------------------     --------     ---

Eli Fleisher(d)               Investor since             1977        70
                                prior to 1993.

Robert B. Gill(a)             Investor since August 5,   1983        56
                                1997; President of
                                Bergen Cable
                                Technologies, Inc., a
                                subsidiary of
                                Registrant from April
                                28, 1997 to August 5,
                                1997; President and
                                Chief Executive 
                                Officer of the 
                                Registrant from prior 
                                to 1993 to April 28,
                                1997.

Lawrence Holsborg(b)(c)(d)    Investor since               1986      64
                                prior to 1993.

John J. McArdle III(a)(b)(c)  Employee of Prime            1992      48
                                Capital Group 
                                (financial 
                                consultants) since
                                prior to 1993;
                                President of RSC
                                Realty Corporation (a
                                subsidiary of the 
                                Registrant) since
                                prior to 1993 and
                                Secretary of the 
                                Registrant since prior
                                to 1993; Chief 
                                Executive Officer of
                                MetroWest Bank since 
                                January 1993; 
                                President of MetroWest
                                Bank from January 1993
                                to April 1998.

Robert W. Muir, Jr.(a)(d)     Vice President Corporate     1996      49
                                Development, Thomas &
                                Betts Electrical Supply 
                                since October 1997; CEO 
                                and President of 
                                Diamond Communication 
                                Products Inc.
                                (manufacturer of
                                poleline hardware)
                                from prior to 1993 to
                                July, 1997.

Joseph W. Tiberio(a)(b)       President, Century           1986      76
                                Manufacturing Co.,
                                Inc. (metal stamping)
                                since prior to 1993; 
                                President Ty-Wood 
                                Corporation (metal
                                fabrication) since
                                prior to 1993.

Ted Valpey, Jr. (a)(c)        Investor; Chairman of        1980      65
                                the Registrant since
                                prior to 1992 and
                                Chief Executive 
                                Officer of the 
                                Registrant from prior
                                to 1993 to December
                                21, 1993 and since
                                April 28, 1997.

______________________________

(a)  Member of the Executive Committee
(b)  Member of the Audit Committee
(c)  Member of the Nominating Committee
(d)  Member of the Stock Option-Compensation
     Committee.

          Each of the above individuals was elected a 
director at the last Annual Meeting of Stockholders to hold 
office until the next Annual Meeting and until his successor 
is elected and qualified and each has served continuously 
since the year he was first elected.
<PAGE>
          Except as set forth below none of the directors or 
nominees is a director of any company (other than the 
Registrant) which is subject to the reporting requirements 
of the Securities Exchange Act of 1934 or which is a 
registered investment company under the Investment Company 
Act of 1940.

              Name of
              Director               Director of
              --------               -----------

              John J. McArdle III    MetroWest Bank
              Ted Valpey, Jr.        MetroWest Bank


ITEM 11.  EXECUTIVE COMPENSATION.
--------  -----------------------

The Summary Compensation Table below sets forth compensation
information for each of the Registrant's last three fiscal 
years for the CEO and the other executive officers whose 
total annual salary for such fiscal year exceeded $100,000.

                   SUMMARY COMPENSATION TABLE

                  Annual Compensation(1)(2)
                  ------------------------- 

Name and
Principal                                            All Other
Position           Year    Salary    Bonus        Compensation(3)
--------           ----    ------    -----        ---------------

Ted Valpey, Jr.    1997   $80,000   $25,000          $  2,531
(CEO and           1996    80,000     --                2,446
President since    1995    80,000     --                2,438
April 28, 1997, 
and Chairman)

Robert B. Gill     1997    132,980     --             130,656
(CEO and           1996    200,000     --               4,500
President until    1995    200,000   25,000             4,500
April 28, 1997)

Michael J. Kroll   1997    111,500   15,000             3,741
(Vice President    1996    111,500     --               3,532
and Treasurer)     1995    111,500     --               3,532

______________________________
<PAGE>
(1)  For 1996 and 1995 the Registrant maintained a Management 
     Incentive Plan (the "Incentive Plan") which provides cash 
     payments to key managers of the Registrant based on the 
     achievement of defined profit objectives by various 
     operating units and other transaction and performance-
     oriented goals.  The Registrant paid no amounts to any of 
     the named officers pursuant to the Incentive Plan in 1996 
     or 1995.

(2)  The above table does not include any amounts for personal 
     benefits because, in any individual case, such amounts do 
     not exceed the lesser of $50,000 or 10% of such 
     individual's cash compensation.

(3)  Represents amounts allocated under the Registrant's Profit 
     Sharing and Savings Plan.

(4)  Mr. Valpey was elected CEO on April 28, 1998.  He served as 
     Chairman of the Registrant for 1995, 1996 and 1997.  The 
     amounts set forth in the table with respect to 1997 
     includes all amounts paid to Mr. Valpey as compensation for 
     1997.  The Registrant reimburses, and has reimbursed since 
     prior to January 1, 1995, Mr. Valpey at the rate of $4,000 
     per month for office, secretarial and other business 
     expenses.

(5)  Mr. Gill ceased to be CEO on April 28, 1997.  The amounts 
     set forth in the table and the heading "All Other 
     Compensation" include payments in 1997 of $66,667 in 
     connection with Mr. Gill's termination of employment, 
     $60,000 paid in cancellation of options to purchase 120,000 
     shares of Common Stock, and $3,989 allocated under 
     Registrant's Profit Sharing and Savings Plan.  See ITEM 13.  
     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS below.



OPTION TABLE

          The following table sets forth the fiscal year-
end option values with respect to the named officers.  No 
stock options were exercised by or granted to the named 
officers during 1997.
<PAGE>
                               December 31, 1997
                               -----------------
                                Option Values(1)
                                -------------


                    Number of Securities       Values of Unexercised
                   Underlying Unexercised     In-the-Money Options at
                    Options at 12/31/97             12/31/97(1)
                   ----------------------     -----------------------
                  Exercisable Unexercisable  Exercisable Unexercisable
                  ----------- -------------  ----------- -------------

Ted Valpey, Jr.        --          --             --          --
 
Robert B. Gill         --          --             --          --

Michael J. Kroll     1,500       1,000            -0-         -0-

______________________________

(1)  The fair market value of the Registrant's Common 
     Stock at December 31, 1997 was $4.125 per share.  The 
     exercise price of all exercisable and unexercisable 
     options to purchase shares held by Mr. Kroll were 
     equal to or in excess of such fair market value.


DIRECTORS COMPENSATION

          Each outside director is paid an annual director's fee 
of $1,000 plus $500 for each meeting of the Board of Directors 
attended.  Each outside director who is a member of a Committee 
is paid  $500 for each Committee meeting attended and not held 
on the same day as a meeting of the Board of Directors.  For 
Committee meetings held on the same day as meetings of the Board 
of Directors, each outside director is paid for attendance at 
the rate of $250 per Committee meeting.


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

          Ted Valpey, Jr. serves on the Compensation Committee 
of MetroWest Bank, of which Mr. McArdle is Chief Executive 
Officer.

          Lawrence Holsborg was President of Matec Fiberoptics 
Inc., a subsidiary of the Registrant, prior to 1989.
<PAGE>
          Robert W. Muir, Jr. owns 27.12% of entities which on 
April 15, 1998 acquired substantially all the assets of 
Registrant's subsidiary Bergen Cable Technologies, Inc. for a 
purchase price consisting of $7,500,000 cash, a subordinated 
promissory note in the principal amount of $1,250,000, a 10% 
stock and membership interest in the acquiring entities and 
assumption of certain liabilities including trade payables.  
Registrant received an opinion from O'Conor, Wright Wyman, Inc. 
that the consideration received by Registrant's subsidiary was 
fair to the stockholders of Registrant from a financial point of 
view.  See ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED 
TRANSACTIONS.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
          AND MANAGEMENT

          Set forth in the table below is information concerning 
the ownership as of April 17, 1998 of the Common Stock of the 
Registrant by persons who, to the knowledge of the Board of 
Directors, own more than 5% of the outstanding shares of Common 
Stock of the Registrant.  The table also shows information 
concerning beneficial ownership by all other directors, by each 
of the executive officers of the Registrant and by all directors 
and executive officers as a group.  Unless otherwise indicated, 
the beneficial owners have sole voting and investment power with 
respect to the shares beneficially owned.


Name and Address              Amount Beneficially         Percentage 
of Beneficial Owner           Owned                       of Class
-------------------           -------------------         ----------

Dimensional Fund                 149,000(1)                  5.5%
  Advisors Inc.
1299 Ocean Avenue
11th Floor
Santa Monica, CA  90401
          
John J. McArdle III              187,962(2)(3)               6.9%
MetroWest Bank
15 Park Street
Framingham, MA  01701
<PAGE>          
Mary R. and                      207,400                     7.6%
  Emile Vaccari
508 40th Street
Union City, NJ  07087
          
Robert W. Valpey                 204,403(2)(4)               7.5%
Route 25
Box 249
Center Harbor, NH  03226
          
Ted Valpey, Jr.                  727,935(5)                 26.6%
P.O. Box 4100
Portsmouth, NH  03801

Other Directors and
Executive Officers
-------------------

Eli Fleisher                      87,000(6)                  3.2%
Robert B. Gill                   121,300(7)                  4.4%
Lawrence Holsborg                114,267                     4.2%
Robert W. Muir, Jr.                8,000             less than 1%
Joseph W. Tiberio                 25,000             less than 1%
Michael J. Kroll                  15,300(8)(9)       less than 1%
          
Directors and Executive        1,286,764(2)(3)(5)-(9)       47.1%
  Officers as a Group
  (consisting of 
  8 individuals)
______________________________

(1)  Dimensional Fund Advisors Inc., a registered investment 
     advisor, is deemed to have beneficial ownership of 149,000 
     shares of Common Stock of the Registrant as of December 31, 
     1997, all of which shares are held in portfolios of DFA 
     Investment Dimensions Group Inc., a registered open-end 
     investment company, or in series of the DFA Investment 
     Trust Company, a Delaware business trust, or the DFA Group 
     Trust and DFA Participating Group Trust, investment 
     vehicles for qualified employee benefit plans, all of which 
     Dimensional Fund Advisors Inc. serves as investment 
     manager.  Dimensional Fund Advisors Inc. disclaims 
     beneficial ownership of all such shares.

(2)  Includes 100,000 shares, as to which each of Mr. Robert 
     Valpey and Mr. McArdle disclaims beneficial ownership, held 
     by a trust of which each is one of two trustees.
<PAGE>
(3)  Includes 25,750 shares owned by Mr. McArdle's wife as to 
     which he disclaims beneficial ownership.

(4)  Includes 2,900 shares owned by Mr. Robert Valpey's wife as 
     to which he disclaims beneficial ownership and 1,000 shares 
     jointly owned by Mr. Valpey's wife.

(5)  300,000 of such shares are pledged as collateral to a bank 
     to secure certain indebtedness of Mr. Ted Valpey, Jr.

(6)  Includes 1,500 shares owned by Mr. Fleisher's wife as to 
     which he disclaims beneficial ownership.

(7)  Includes 64,300 shares jointly owned by Mr. Gill's wife and 
     deposited as collateral by Mr. & Mrs. Gill in a joint 
     margin account maintained by them with a registered broker-
     dealer.

(8)  Includes 8,700 shares jointly owned by Mr. Kroll's wife.

(9)  Includes 1,500 shares issuable upon exercise of currently 
     exercisable stock options.
<PAGE>
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

          Robert B. Gill, a director of the Registrant ceased to 
be President and Chief Executive Officer of the Registrant on 
April 28, 1997.  For the period April 28, 1997 until August 5, 
1997 he was President of the Registrant's wholly owned 
subsidiary Bergen Cable Technologies, Inc.  Pursuant to a 
Separation Agreement between the Registrant and Mr. Gill, Mr. 
Gill's employment by the Registrant terminated on August 5, 
1997.  In connection with such termination, the Registrant paid 
Mr. Gill $100,000 in six equal monthly installments.  All such 
termination payments paid in 1997 are included in the Summary 
Compensation Table set forth above in ITEM 11.  EXECUTIVE 
COMPENSATION.  In addition, the Registrant paid Mr. Gill $60,000 
for cancellation of options to purchase 120,000 shares of Common 
Stock of the Registrant.

          On April 15, 1998, the Registrant sold substantially 
all the assets, excluding real property and plant, of its wholly 
owned subsidiary, Bergen Cable Technologies, Inc. to a newly 
created corporation of which Robert W. Muir, Jr., a director of 
the Registrant, owns 27.12% of the outstanding capital stock.  
The real property and plant were sold to a New Jersey limited 
liability company of which Mr. Muir owns a 27.12% member's 
interest.  The purchase price received by the Registrant 
consisted of $7,500,000, a subordinated promissory note in the 
principal amount of $1,250,000, a 10% stock and membership 
interest in the acquiring entities and assumption of certain 
liabilities including trade payables.  Because of Mr. Muir's 
interest in the transaction the Registrant retained the firm of 
O'Conor Wright Wyman, Inc. to evaluate the fairness of the 
transaction to the stockholders of the Registrant from a 
financial point of view.  O'Conor Wright Wyman, Inc. gave their 
opinion that the consideration received was fair to the 
stockholders of the Registrant from a financial point of view.  
The transaction was unanimously approved by all directors of the 
Registrant except Mr. Muir who did not vote on approval of the 
transaction.
<PAGE>
                                SIGNATURES


          In accordance with Section 13 or 15(d) of the Exchange 
Act, the Registrant has caused this amendment to the Report to 
be signed on its behalf by the undersigned, thereunto duly 
authorized.


                                   MATEC CORPORATION
                                     (Registrant)

Dated:  April 29, 1998             By: /s/ Michael J. Kroll
                                       --------------------
                                       Michael J. Kroll
                                       Vice President & Treasurer