<PAGE>
                    SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, DC  20549
                             FORM 10-K

(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, 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 1-4184
                       ------
                             MATEC Corporation                  
          ------------------------------------------------------
          (Exact name of registrant as specified in its charter)

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

75 South St., Hopkinton, Massachusetts                         01748   
--------------------------------------                       ----------
(Address of principal executive office)                      (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 $.05 par value                American Stock Exchange

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. [ ]



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Aggregate market value of voting stock held by non-affiliates: $5,707,440 
(computed by reference to the last sales price of such common stock on
March 24, 1999 as reported in the American Stock Exchange consolidated
trading index).        

Number of shares of common stock outstanding at March 24, 1999: 2,710,648 

Documents incorporated by reference:
  Annual Report to Stockholders for the year ended December 31, 1998:
   Parts I, II and IV
  Proxy Statement for the 1999 annual meeting of stockholders: Part III
  
                              











































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                                 PART I


Item 1.  Business
-----------------

General
-------

    MATEC Corporation ("MATEC" or "Registrant") was incorporated under 
the laws of Delaware.  On July 2, 1998, after shareholder approval, the 
Registrant changed its state of incorporation to Maryland by means of a 
merger of the Registrant into a wholly owned Maryland subsidiary.  As 
used herein the term "Company" refers to MATEC and its subsidiaries. 


    In February 1998, the Company sold its real estate complex located 
in Delaware.  None of the Company's operations were located at this 
facility.  For further information, see Note 15 of the Notes to 
Financial Statements in the 1998 Annual Report, which Note is 
incorporated by reference.

    In April 1998, the Company sold all the assets of its Bergen Cable 
Technologies, Inc. ("BCT") subsidiary.  The Company had adopted a plan 
in the third quarter of 1997 to dispose of BCT and, accordingly, the 
operating results of BCT for 1997 and 1996 had previously been reported 
as discontinued operations.  In August 1998, the Company sold certain 
assets of its Matec Instruments, Inc. ("MII") and Matec Applied 
Sciences, Inc. ("MASI") subsidiaries.  The operating results of MII and 
MASI have been reported as discontinued operations, and previously 
reported financial statements have been restated to reflect this 
disposition.  For further information, see Note 3 of the Notes to 
Consolidated Financial Statements in the 1998 Annual Report to 
Stockholders, which Note is incorporated by reference.

    As a result of the disposals of BCT, MII, and MASI, the Company's 
current remaining business is conducted through its Valpey-Fisher 
Corporation ("Valpey") subsidiary, which was previously reported in the 
Electronics business segment.  In addition, the Company has a real 
estate complex located in Northborough, Massachusetts which is operated 
by its wholly owned subsidiary, MEKontrol, Inc.

Financial Information about Industry Segments
---------------------------------------------

    The Company operates in one business segment.  Information about 
export sales is set forth in Note 14 of the Notes to Consolidated 
Financial Statements in the 1998 Annual Report to Stockholders, which 
Note is incorporated by reference.








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Narrative Description of Business
---------------------------------
 
    Valpey is involved in the design, production, import, and sale of 
quartz crystals and oscillators that provide precision timing and 
frequency control in various products.  In addition, Valpey offers a wide 
range of piezoelectric and high-precision optical components and designs 
and manufactures ultrasonic transducers. 

    The quartz crystals and oscillators are used as integral components in 
electronic circuitry to assure precise timing and frequency reference.  
Except for more costly atomic standards, quartz crystals and oscillators 
continue to be one of the most stable references for accurately 
controlling electronic frequencies and time.
      
    Valpey provides a wide-frequency range of crystals and oscillators 
including standard and custom-designed product.  Capabilities include:
       -  high-reliability, precision crystals and oscillators used
          in sophisticated industrial, military and aerospace
          applications.  
       -  ultra-high frequency crystals used in crystal filters and
          oscillators for OEM telecommunications and microwave
          applications.
       -  high-volume, low-cost crystals and oscillators for consumer
          and commercial applications.
    
    Markets for Valpey's products include computers and computer 
peripheral equipment, networking, PCS (personal communications services), 
satcom, telecommunications, telemetry, and wireless.  A significant 
portion of the high-volume, low-cost product sales is derived from 
products imported from the Far East.   

    Valpey has continued to invest in equipment and people to meet 
customer needs and to increase its manufacturing capabilities.  Valpey 
received its ISO-9001 registration for the design and manufacture of 
crystals and crystal oscillators in 1997. 
                                                               
    The piezoelectric crystals and components are used for ultrasonic 
transducers in non-destructive testing ("NDT") and medical applications, 
accelerometers, and sensors that measure flow, proximity, acceleration, 
distance and force.  The high-precision optical components include 
windows, mirrors, lenses and prisms made from sapphire, quartz, and a wide 
range of other materials.  These components are utilized in a variety of 
sensors, imaging, and other types of photonic-based instrumentation.  
Valpey designs and manufactures ultrasonic transducers for NDT scientific, 
industrial, and medical markets. 

    The quartz crystals and oscillators are sold by Valpey's direct sales 
personnel, independent manufacturers' representatives and distributors.  
Valpey's other products and services are sold primarily by its direct 
sales personnel.






                                   -4-
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  Raw Materials
  -------------
    Quartz crystal bases, which is available from a number of domestic and 
foreign suppliers, is the principal raw material.

    Valpey imports sub-assemblies and completed products from various Far 
East (including China, Japan, South Korea, Philippines, and Taiwan) 
suppliers for use in its domestically manufactured product and for resale 
to its customers.  During 1998, Valpey experienced some quality and/or 
delivery problems with some of its suppliers of sub-assemblies.  Valpey 
has added new suppliers and is working with all its suppliers to in order 
to improve the overall efficiencies of these suppliers.

    In order to eliminate the effects of currency fluctuations, Valpey 
purchases the product in U.S. dollars.  However, Valpey is subject to the 
inherent risks involved in international trade such as political 
instability and restrictive trade policies.

  Customers 
  ---------
    No customer accounted for more than 10% of Valpey's net sales in 1998 
and 1996.  During 1997, one customer accounted for 12% of net sales.  
Approximately 26% of Valpey's sales in 1998 were made to its five largest 
customers, compared to 32% in 1997 and 30% in 1996.  

  Backlog  
  -------    
    Valpey's backlog of firm orders was $2,294,000 at December 31, 1998 
and $3,935,000 at December 31, 1997.  Valpey expects to ship all of the 
December 31, 1998 backlog during 1999. 
                               
  Competition
  -----------
    There are many domestic and foreign suppliers of quartz crystals and 
oscillators.  A number of the competitors are larger and have greater 
resources than the Company.  In addition, foreign competitors, 
particularly from the Far East, continue to dominate the U.S. markets.  
However, Valpey believes it can maintain a competitive position in its 
business based on its quality, strong design and application engineering, 
responsive customer service and a willingness to provide specialty small 
quantity orders.

  Environmental Regulations
  -------------------------
    To the knowledge of the Company compliance with Federal, state and 
local provisions which have been enacted or adopted regulating the 
discharge of materials into the environment or otherwise relating to the 
protection of the environment, has not had, nor will have a material 
effect upon capital expenditures, earnings from continuing operations or 
competitive position. 
   
    As a result of the sale of its Bergen Cable subsidiary, the Company is 
performing environmental clean up at that site.  See Note 9 of the Notes 
to Consolidated Financial Statements in the 1998 Annual Report to 
Stockholders, which Note is incorporated by reference.



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  Employees
  ---------
    At December 31, 1998, the Company employed 76 full-time and 4 
part-time employees.  No employees of the Company are represented by a 
collective bargaining unit.  The Company considers its relations with its 
employees to be satisfactory.


Foreign and Domestic Operations and Export Sales
------------------------------------------------
    The Company's has no foreign operations.  Financial information about 
export sales is set forth in Note 14 of the Notes to Consolidated 
Financial Statements in the 1998 Annual Report to Stockholders, which Note 
is incorporated by reference.

Forward-Looking Statements
--------------------------
    Items 1 and 7 of this Form 10-K contain forward-looking statements 
that involve risks and uncertainties that could cause actual results to 
differ materially from those in the forward-looking statements.  Words 
such as "expects", "believes", "estimates", "plans" or similar expressions 
are intended to identify such forward-looking statements.  The 
forward-looking statements are based on the Company's current views and 
assumptions and involve risks and uncertainties that include, but not 
limited to: the ability to develop, market and manufacture new innovative 
products competitively, the ability of the Company's suppliers to produce 
and deliver materials competitively, and the ability to limit the amount 
of the negative effect on operating results caused by pricing pressures. 


Item 2.  Properties
-------  ----------
    Valpey owns its 32,000 square foot facility located in Hopkinton, 
Massachusetts.  This facility contains office and manufacturing space and 
serves as the Company's corporate headquarters.  

   The Company believes its facility is suitable for its current use and 
is in good repair.  The Company believes that its facility is adequate to 
satisfy its production capacity needs for the immediate future.  

   In addition, the Company's real estate operation owns a 35,000 square 
foot facility located in Northborough, Massachusetts.  This facility is 
currently fully occupied and the Company considers this property to be in 
good repair.


Item 3.  Legal Proceedings
-------  -----------------
    Not applicable.


Item 4.  Submission of Matters to a Vote of Security Holders
-------  ---------------------------------------------------
    No matters were submitted to a vote of the Registrant's security 
holders during the last quarter of the fiscal year covered by this report.

                                   -6-
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Executive Officers of the Registrant
------------------------------------
    The names, ages and offices of the executive officers of the 
Registrant are as follows:

       Name            Age                  Office
       ----            ---                  ------
 Ted Valpey, Jr.        66    President and Chief Executive Officer
 Michael J. Kroll       50    Vice President and Treasurer      

    The term of office for each officer of the Registrant is until the 
first meeting of the Board of Directors following the Annual Meeting of 
Stockholders and until a successor is chosen and qualified.

    Mr. Valpey has been President and Chief Executive Officer of the 
Registrant since April 28, 1997.  He has been Chairman of the Corporation 
since 1982.

    Mr. Kroll has been Vice President and Treasurer of the Registrant 
since 1982.




































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                               PART II

Item 5.  Market for the Registrant's Common Equity and Related
-------  ----------------------------------------------------
         Stockholder Matters
         -------------------

    The information set forth on the inside front cover of the 1998 
Annual Report to Stockholders under the caption "Common Stock 
Information" is incorporated by reference.

                                 
Item 6.  Selected Financial Data
-------  -----------------------

    The information set forth on page 3 of the 1998 Annual Report to 
Stockholders under the caption "Five Year Financial Summary" is 
incorporated by reference.


Item 7.  Management's Discussion and Analysis of Financial 
-------  ------------------------------------------------- 
         Condition and Results of Operations
         -----------------------------------

    The information set forth on pages 3 through 5 of the 1998 Annual 
Report to Stockholders under the caption "Management's Discussion and 
Analysis" is incorporated by reference.


Item 7A.  Quantitative and Qualitative Disclosures about Market Risk
--------  ----------------------------------------------------------

    The information set forth on page 5 of the 1998 Annual Report to 
Stockholders under the section "Quantitative and Qualitative 
Disclosures about Market Risk" included under the caption "Management's 
Discussion and Analysis" is incorporated by reference.  
      

Item 8.  Financial Statements and Supplementary Data
-------  -------------------------------------------

    The information contained in the Consolidated Financial Statements, 
Notes to Consolidated Financial Statements and the Independent 
Auditors' Report appearing on pages 6 through the inside back cover of 
the 1998 Annual Report to Stockholders is incorporated by reference.
 
                                                                  
Item 9.  Changes In and Disagreements with Accountants on Accounting 
-------  -----------------------------------------------------------
         and Financial Disclosure 
         ------------------------

    Not applicable.




                                   -8-
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                               PART III


    The information called for by Part III is hereby incorporated by 
reference from the information set forth and under the headings "Common 
Stock Ownership of Certain Beneficial Owners and Management", "Election 
of Directors", and "Executive Compensation" in Registrant's definitive 
proxy statement for the 1999 Annual Meeting of Stockholders, which 
meeting involves the election of directors, such definitive proxy 
statement to be filed with the Securities and Exchange Commission 
pursuant to Regulation 14A within 120 days after the end of the fiscal 
year covered by this Annual Report on Form 10-K.  In addition, 
information on Registrant's executive officers has been included in 
Part I above under the caption "Executive Officers of the Registrant".











































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                               PART IV


Item 14.  Exhibits, Financial Statement Schedules, and Reports on
--------  -------------------------------------------------------
          Form 8-K
          --------

(a)  1.  The following Consolidated Financial Statements are
         incorporated by reference from the indicated pages of the
         1998 Annual Report to Stockholders:

                                                 Page Number(s) in
                                                   Annual Report
     Consolidated Balance Sheets,
      December 31, 1998 and 1997 ....................         6

     Consolidated Statements of Operations
      for the Years Ended December 31, 1998,
      1997 and 1996 .................................         7

     Consolidated Statements of Cash Flows
      for the Years Ended December 31, 1998, 
      1997 and 1996 .................................         8

     Consolidated Statements of Stockholders' Equity
      for the Years Ended December 31, 1998,
      1997 and 1996 .................................         9
     
     Consolidated Statements of Comprehensive Income
      (Loss) for the Years Ended December 31, 1998,
      1997 and 1996 .................................         9

     Notes to Consolidated Financial Statements .....     10-16
 
     Independent Auditors' Report ................... Inside back
                                                         cover
                                         
(a)  2.  The following schedule to the Consolidated Financial    
     Statements and the Independent Auditors' Report on Schedule
     are filed as part of this report.
 
                                                       Page Number
                                                       -----------

     Independent Auditors' Report ......................      13 
     Schedule II - Valuation Reserves ..................      14 
                                                  
     All other schedules are omitted because they are not applicable,
     not required or because the required information is included in
     the Consolidated Financial Statements or notes thereto.






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(a)  3.  The exhibits filed in this report or incorporated by
     reference, listed on the Exhibit Index on page 15, are as
     follows:             
     
     Exhibit No.                      Description                  
     -----------      ---------------------------------------------

       2.             Agreement of Merger and Recapitalization
       3. (a)         Articles of Incorporation
       3. (c)         By-Laws
       4. (a)         Secured Note and Warrant Purchase Agreement
       4. (b)         Common Stock Purchase Warrant
      10. (a) *       1992 Stock Option Plan
      10. (b) *       Separation Agreement and General Release
      10. (c) *       Option Cancellation Agreement
      11.             Calculation of Earnings Per Share
      13.             1998 Annual Report to Stockholders
      21.             Subsidiaries of the Registrant
      23.             Independent Auditors' Consent
      27.             Financial Data Schedule 

      *   Management contract or compensatory plan or arrangement 
required to be filed as an Exhibit pursuant to Item 14(c) of this 
report. 

(b)  Reports on Form 8-K

     The Registrant did not file any reports on Form 8-K during the 
     last quarter of its year ended December 31, 1998.
                        

























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                             SIGNATURES

     Pursuant to the requirements of Section 13 or 15 (d) of the
Securities Exchange Act of 1934, Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized.
                                       MATEC Corporation
                                          
Date:  March 26, 1999                  By:/s/ Ted Valpey, Jr.
                                          -------------------
                                          Ted Valpey, Jr.
                                          President and Chief
                                          Executive Officer

     Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the
dates indicated.

    Signature                      Title                     Date
    ---------                      -----                     ----
/s/ Ted Valpey, Jr.       President, Chief Executive     March 26, 1999
------------------------  Officer, Chairman of the Board 
Ted Valpey, Jr.           and Director         

/s/ Michael J. Kroll     Vice President and Treasurer
------------------------  (Principal Financial Officer   March 26, 1999
Michael J. Kroll           and Principal Accounting
                           Officer)
                                                                           
/s/ Eli Fleisher          Director                       March 26, 1999
------------------------
Eli Fleisher

/s/ Lawrence Holsborg     Director                       March 26, 1999
------------------------
Lawrence Holsborg

/s/ John J. McArdle III   Director                       March 26, 1999
------------------------
John J. McArdle III                                                   

/s/ Robert W. Muir, Jr.   Director                       March 26, 1999
------------------------
Robert W. Muir, Jr.

/s/ Joseph W. Tiberio     Director                       March 26, 1999
------------------------
Joseph W. Tiberio

                                       


     

                            

                                   -12-
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INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders
MATEC Corporation
Hopkinton, Massachusetts

We have audited the consolidated financial statements of MATEC Corporation 
and subsidiaries as of December 31, 1998 and 1997, and for each of the 
three years in the period ended December 31, 1998, and have issued our 
report thereon dated February 26, 1999; such consolidated financial 
statements and report are included in the MATEC 1998 Annual Report to 
Stockholders and are incorporated herein by reference.  Our audits also 
included the financial statement schedule of MATEC Corporation and 
subsidiaries, listed in Item 14 (a) 2.  This financial statement schedule 
is the responsibility of the Company's management.  Our responsibility is 
to express an opinion based on our audits.  In our opinion, such financial 
statement schedule, when considered in relation to the basic consolidated 
financial statements taken as a whole, presents fairly in all material 
respects the information set forth therein.

  


Deloitte & Touche LLP

Boston, Massachusetts
February 26, 1999


























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                  MATEC Corporation and Subsidiaries
                  ----------------------------------

            Schedule II - Valuation and Qualifying Accounts
            -----------------------------------------------

                                     Additions  
                      Balance at     Charged to                     Balance 
                      Beginning      Costs and                      at End 
  Description         of Period      Expenses      Deductions      of Period
  -----------         ----------     ----------    ----------     ----------

Allowance for
 Doubtful Accounts:

Year Ended 
 December 31, 1998     $  45,000      $  18,002     $ (11,998)(A)  $  75,000
                       =========      =========     =========      =========

 December 31, 1997     $  35,000      $  (6,915)    $ (16,915)(A)  $  45,000
                       =========      =========     =========      ========= 

 December 31, 1996     $  29,000      $   8,906     $ (14,610)(A)  $  35,000
                       =========      =========     =========      =========


Inventory Reserve:

Year Ended:
 December 31, 1998    $  857,000      $ 419,730     $  64,730(B)  $1,212,000
                      ==========      =========     =========     ==========

 December 31, 1997    $  780,000      $ 123,667     $  46,667(B)  $  857,000
                      ==========      =========     =========     ==========

 December 31, 1996    $  413,000      $ 463,513     $  97,013(B)  $  780,000
                      ==========      =========     =========     ==========



(A) Write-off of uncollectible accounts, net of recoveries.
(B) Write-off of inventory.















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                            EXHIBIT INDEX
                            -------------

Exhibit No. (inapplicable items are omitted) 
-----------         
 2.         Agreement of Merger and Recapitalization between MATEC
            Corporation a Delaware corporation and MATEC Corporation a
            Maryland corporation (incorporated by reference to Exhibit
            A to the Proxy Statement of Registrant for its Special in
            Lieu of Annual Meeting of Stockholders held on June 18,
            1998).

 3. (a)     Articles of Incorporation (incorporated by reference to
            Exhibit B to the Proxy Statement of Registrant for its
            Special In Lieu of Annual Meeting of Stockholders held on
            June 18, 1998). 
                                                           
 3. (c)     By-Laws (incorporated by reference to Exhibit 3.(b) to
            Registrant's Form 10-Q for the quarterly period ended
            July 5, 1998).   
                                                               
 4. (a)     Secured Note and Warrant Purchase Agreement dated as of
            April 12, 1995 between the Registrant and Massachusetts
            Capital Resource Company. Filed herewith.

 4. (b)     Common Stock Purchase Warrant dated April 12, 1995 between
            the Registrant and Massachusetts Capital Resource Company
            (incorporated by reference to Exhibit 4.(a) on Registrant's
            Form 10-Q for the quarterly period ended July 2, 1995). 

10. (a)     1992 Stock Option Plan (incorporated by reference to
            Exhibit 10.(a) on Registrant's Form 10-K for the year ended
            December 31, 1997).
                                
10. (b)     Separation Agreement and General Release dated August 26,
            1997 between the Registrant and Robert B. Gill
            (incorporated by reference to Exhibit 10.(b) on
            Registrant's Form 10-K for the year ended December 31,
            1997).

10. (c)     Option Cancellation Agreement dated October 20, 1997
            between the Registrant and Robert B. Gill (incorporated by 
            reference to Exhibit 10.(c) on Registrant's Form 10-K for
            the year ended December 31, 1997). 

11.         Calculation of Earnings Per Share.  Filed herewith.   
        
13.         1998 Annual Report to Stockholders.  Filed herewith.
            
21.         Subsidiaries of the Registrant.  Filed herewith.

23.         Independent Auditors' Consent.  Filed herewith.

27.         Financial Data Schedule.  Filed for electronic purposes
            only.



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