SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, DC  20549
                             FORM 10-KSB

(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, 1996                               
                          -----------------
                                    OR
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934                  

For the transition period from              to          
                               ------------    ------------
Commission file number 1-4184
                       ------
                             MATEC Corporation                  
          ------------------------------------------------------
          (Exact name of registrant as specified in its charter)

         Delaware                                       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-KSB or any amendment to this Form 10-KSB. [ ]




                                   -1-
<PAGE>
      

Aggregate market value of voting stock held by non-affiliates: $5,055,562 
(computed by reference to the last sales price of such common stock on
March 24, 1997 as reported in the American Stock Exchange consolidated
trading index).        

Number of shares of common stock outstanding at March 24, 1997: 2,735,216 

Documents incorporated by reference:
  Annual Report to Stockholders for the year ended December 31, 1996:
   Parts I, II and IV
  Proxy Statement for the 1997 annual meeting of stockholders: Part III
  
                              












































                                   -2-
<PAGE>
      
                                 PART I


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

General
-------

    MATEC Corporation ("MATEC" or "Registrant") is incorporated under the 
laws of Delaware.  As used herein the term "Company" refers to MATEC and 
its subsidiaries. 

Industry Segments
-----------------

    The Company's business operates in three segments: Electronics,
Steel Cable, and Instruments, and is conducted primarily through its four 
principal wholly owned operating subsidiaries.

    The Company has two real estate complexes, located in Delaware and 
Massachusetts, which are operated by its wholly owned subsidiaries, RSC 
Realty Corporation and MEKontrol, Inc., respectively.
 
    During the fourth quarter of 1996, the Company decided to phase out of 
its AcoustoSizer (TM) product line in the Instruments segment and to close 
its Electronics segments manufacturing operation in Pennsylvania and 
relocate the operation to its Massachusetts facility.  For further 
information, see Note 2 of the Notes to Consolidated Financial Statements 
in the 1996 Annual Report to Stockholders, which Note is incorporated by 
reference.

    Financial information about industry segments is set forth in
Note 12 of the Notes to Consolidated Financial Statements in the 1996 
Annual Report to Stockholders, which Note is incorporated herein by 
reference.


Principal Products and Services
-------------------------------
  Electronics
  -----------
 
    Valpey-Fisher Corporation ("Valpey") is involved in the design, 
production, import, and sale of quartz crystals and oscillators.  In 
addition, Valpey manufactures and provides a wide variety of piezoelectric 
products and related services. 
                                      
    The quartz crystals and oscillators are used in commercial, industrial, 
military, and aerospace products which rely on electronic rather than 
mechanical control of their function.  To assure precise timing and 
control, the electronic circuitry used in these products incorporates 
quartz crystals and oscillators as integral components.  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.

                                   -3-
<PAGE>
      
    Valpey's products and capabilities include:
       -  high-volume, low-cost crystals and oscillators for consumer
          and commercial applications,
       -  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.
 
    Applications for Valpey's products include computers, computer 
peripheral equipment such as modems and high resolution graphics terminals, 
microprocessor-based instrumentation, communications equipment, and defense 
and aerospace electronics.  A significant portion of the high-volume, 
low-cost product sales is derived from imported products.  Crystal and 
oscillator sales accounted for 36%, 40%, and 30% of the Company's sales for 
the years ended December 31, 1996, 1995 and 1994, respectively.
                                                               
    Piezoelectric products manufactured by Valpey include ultrasonic 
transducer crystals and assemblies, surface acoustic wave (SAW) substrates, 
and precision quartz crystals. In addition, Valpey provides a variety of 
related services to the electronic and optical markets of the research, 
commercial, industrial, medical, and aerospace industries.

    Products are sold by its direct sales personnel, independent 
manufacturers' representatives and distributors.  

    Cultured quartz, which is available from a number of domestic and 
foreign suppliers, is the principal raw material.

    Valpey imports products from various Far East (including China, Japan, 
South Korea, and Taiwan) suppliers for resale to its customers.  
Historically, Valpey has not experienced significant quality or delivery 
problems with 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.


Steel Cable
-----------

    Bergen Cable Technologies, Inc. ("Bergen") is involved in the design 
and manufacture of custom mechanical control assemblies.  In addition, 
Bergen manufactures or purchases and sells a wide range of small diameter 
cables made primarily of stainless or galvanized steel.  Current cable 
capabilities range from a .0045" diameter miniature cable to a 0.187" wire 
rope.  Bergen's sales accounted for 41%, 34% and 42% of the Company's sales 
for the years ended December 31, 1996, 1995 and 1994, respectively.

    A substantial portion of Bergen's cable assembly business is 
custom-designed to meet customers' specifications and requirements.  
Bergen's major markets include the OEM automotive, aerospace, medical and 
marine.                                  



                                   -4-
<PAGE>
    Bergen also produces the Safety Cable (TM) System, a fastener retention 
system, used in securing fasteners during the manufacture or repair of 
aircraft components.  This System, developed by Bergen and the GE Aircraft 
Group, consists of Bergen's stainless steel cable, stainless steel 
ferrules, and an exclusive, patented crimping and cutting tool. 

    Bergen's principal raw materials, which include carbon steel, stainless 
steel and improved plow steel are available from both domestic and foreign 
suppliers.

    Products are sold by its direct sales personnel and through independent 
manufacturers' representatives.

    Sales to the automotive market amounted to approximately 54%, 46%, and 
41% of Bergen's sales during the years ended December 31, 1996, 1995 and 
1994, respectively.


                              
  Instruments
  -----------

    The Company's Instruments segment includes Matec Applied Sciences, Inc. 
("MASI") and Matec Instruments, Inc.("MI").  These subsidiaries develop and 
manufacture computer-controlled ultrasonic test equipment to perform 
real-time measurements and analysis.  The Instruments segment accounted for 
19%, 21%, and 24% of the Company's sales for the years ended December 31, 
1996, 1994 and 1994, respectively.

    The instruments are sold in the USA mainly through each subsidiary's 
sales personnel, while foreign sales are performed through independent 
manufacturers' representatives.  Export sales accounted for 31%, 49%, and 
53% of this segment's sales for the years ended December 31, 1996, 1995 and 
1994, respectively.

    Export sales are primarily shipped to customers located in Europe, the 
Pacific Rim and Canada.  Product is sold in U.S. dollars and may be shipped 
on open account (based on credit history and rating), through a letter of 
credit, or by payment of cash in advance. 
      
    The principal raw materials used are electronic components.  Generally, 
most of the components are available from a number of sources.  However, a 
few electronic components are purchased from single suppliers.  The Company 
believes, however, that if necessary, alternate sources of supply for these 
items could be developed and delays in obtaining alternate sources would 
not have a material adverse effect on its business.











                                   -5-
<PAGE>
    Matec Applied Sciences, Inc. ("MASI")
    -------------------------------------

    MASI produces and sells instruments that evaluate the stability of 
colloidal dispersions (small particles in suspension) for fundamental and 
applied research in both laboratory and industrial applications.  
Currently, MASI sells two instruments: the ESA-8000 ("ESA") and the CHDF 
2000 Particle Sizer ("CHDF").   

    The ESA system measures the surface electrical charge, particle 
mobility, pH, conductivity, and temperature of colloidal suspensions in 
both aqueous and non-aqueous dispersions.  The computer-controlled 
instrument provides on-line, real time measurements and on-screen 
plotting.  The major markets for this system include industries involved in 
the research and processing of pigments, minerals and ores, ceramics and 
petrochemicals.

    During the second quarter of 1996, MASI introduced and began shipping 
its CHDF, an upgraded and newer version of the original CHDF 1100 Particle 
Sizer that was introduced in 1989.  The CHDF performs high-resolution 
measurements of particle size distributions in the size range of 0.015 - 
1.1 microns.  The instrument operates using Windows software and may be 
used with an external autosampler  The primary markets for this instrument 
are the latex, ceramics, pharmaceutical and pigment industries.
    
    During the fourth quarter of 1996, the Company decided to phase out its 
third instrument, the AcoustoSizer(TM).  MASI began commercial shipments of 
the AcoustoSizer(TM) in the fourth quarter of 1993.  For further 
information, see Note 2 to the Notes to Consolidated Financial Statements 
in the 1996 Annual Report to Stockholders, which Note is incorporated by 
reference.  The AcoustoSizer(TM) was developed by MASI in a joint effort 
with Colloidal Dynamics Pty. Ltd. and the University of Sydney, both in 
Australia.                                   


    Matec Instruments, Inc. ("MI")
    ------------------------------
    MI designs, manufactures and sells:
     - high power ultrasonic instrumentation and systems for the
       non-destructive evaluation (NDE) and non-destructive testing (NDT)
       of materials.
     - Doppler blood flow, and heart, vascular and cell function
       instruments, under the Crystal Biotech trade name, used mainly in
       cardiovascular medical research.  
     - ultrasonic transducers and probes that allow these systems to
       measure flow in blood vessels as small as 0.3 mm in diameter and
       heart functions in all venues.










                                   -6-
<PAGE>
      
       During the last three years, MI's main focus has been selling custom 
designed systems used to inspect for and detect flaws in materials.  These 
systems may be integrated with a customer's manufacturing or quality 
control process.  MI believes that its future growth will come from sales 
of these custom systems that combine ultrasonic technology with custom 
software, hardware and mechanical design.  MI's also continues to sell a 
line of standard instrumentation to the NDE/NDT market.
    
    Instrumentation products for the NDE/NDT markets include the IMT-8000 
and various custom Immersion Tank Imaging Test Systems, a family of  
ultrasonic PC plug-in board instruments and several older, manually and 
computer controlled toneburst instruments.  Markets for these instruments 
include government and academic research laboratories, as well as R&D and 
quality assurance departments in industry.
                                                                   
    The IMT-8000 system is a bench-top immersion testing system capable of 
providing high-definition, full-color C-Scan representations of flaws deep 
within materials and structures.  The plug-in boards, when installed in 
certain computers, provide the user certain material testing features.  
These systems facilitate the detection of defects and anomalies in metals, 
ceramics, composites and other types of materials.  Industrial applications 
for the system include the evaluation of bond quality, material integrity 
and delamination detection. 

    Crystal Biotech(TN) products include the CBI-8000, the Myotrac System, 
and the DataFlow(TN).  The CBI-8000, an upgradable and modular instrument 
introduced in 1994, replaces the older VF-1 model and measures blood flow 
and myocardial dimensions in laboratory instrumented animals.  Modules 
offered by MI enhance the capabilities of the CBI-8000 to provide the user 
simultaneous measurements of blood flow, organ dimensions, and tissue 
thickness and volumetric flow.  The Myotrac System, introduced in late 
1994, measures cellular function and dimension.   MI's DataFlow(TN) system 
is a data acquisition tool that enables the user to record, analyze and 
display data collected from the VF-1 or any other instrument.  Primary 
markets for these products include government and university laboratories, 
research hospitals and the pharmaceutical industry.


Patents and Licenses
--------------------

    The Company owns various patents and has additional patent applications 
pending.  While some of these patents are deemed to have value, the 
business of the Company, in the opinion of management, is not substantially 
dependent upon such patents, but is primarily based on know-how and market 
acceptance.
   
    In the Instruments segment, MASI is a licensee of certain patented 
technology relating to its AcoustoSizer(TM) and CHDF-2000 products.  Under 
the AcoustoSizer(TM) agreement, MASI is granted a world-wide sole and 
exclusive license to manufacture and market instruments for scientific and 
laboratory use.  Under the CHDF agreement, MASI is granted the sole and 
exclusive worldwide right to manufacture and sell products utilizing 
certain technology.  



                                   -7-
<PAGE>
Seasonal Nature of the Business
-------------------------------

    In recent years, the Company has experienced some softness in third 
quarter sales offset by a rise in fourth quarter sales in the Instruments 
segment.  The Company attributes this third quarter decline to vacations 
taken during the summer months in the research community (industry, 
government and university). 


Working Capital
---------------

    There are no unusual working capital requirements relating to the 
Company's ongoing operations.


Customers
---------

    During the last three years, no customer accounted for 10% of the 
Company's consolidated sales.  

    A majority of the sales in the Electronics segment are to the computer 
and telecommunications markets.  Approximately 30% of the Electronics 
segment sales in 1996 were made to its five largest customers.  Sales to 
the aerospace and automotive markets accounted for approximately 65% of the 
1996 revenue in the Steel Cable segment.  Approximately 40% of the Steel 
Cable's segment sales in 1996 were made to its five largest customers.


Backlog Data
------------

    The Company's backlog of firm orders at December 31, 1996 and 1995 are 
as follows (in thousands):

         Segment                          1996           1995
      -------------                       ----           ----
      Electronics .....................  $2,744         $4,737
      Steel Cable .....................   3,143          2,689
      Instruments .....................     187            373
                                         ------         ------
                                         $6,074         $7,799
                                         ======         ======

    The decrease in the Electronics segment is attributable to the lower 
backlog level in the import product line, partially offset by a slightly 
higher backlog level in the remaining product lines.  The increase in the 
Steel Cable segment is mainly due to an increase in the automotive market 
backlog.  The decrease in the Instruments segment is due to a lower level 
of custom designed systems for the NDE/NDT market.  In the Instruments 
segment, management believes that backlog data is not as meaningful, since 
customer's orders for instruments are normally shipped upon receipt of 
order.

    The Company expects to ship all of the December 31, 1996 backlog within 
1997. 

                                   -8-
<PAGE>
      
Government Contracts
--------------------

    Bergen's government contract-related business is in the form of firm 
fixed-price contracts.  These contracts are subject to the standard 
government contract clause which permits the Government to terminate such 
contracts at its convenience.  In the event of such termination there are 
provisions to enable the Company to recover its costs plus a fee.  The 
Company does not at this time anticipate the termination of any of its 
major government contracts.
                                 

Competition
-----------

    In most of the markets in which the Company operates there are numerous 
competitors.  A number of the competitors are larger and have greater 
resources than the Company.  Larger competitors include Teleflex Industries 
in the Steel Cable segment and M-tron Industries, Inc. in the Electronics 
segment.  In addition, in the Electronics segment, foreign competitors, 
particularly from the Far East, continue to dominate the U.S. markets.  
However, based on the reasons below, the Company believes it can maintain a 
competitive position in its businesses.
 
    In the Electronics segment, the Company believes its quality, strong 
design and application engineering, responsive customer service and a 
willingness to provide specialty small quantity orders will continue to 
enable the Company to remain competitive in its markets.

    Management believes that in the Steel Cable segment, Bergen has a 
strong competitive edge in the cable assembly market based on its 
reputation for design capability, service, quality, and customer 
responsiveness.

    In the Instruments segment, the Company believes its strong design 
work, application engineering and quality will enable it to remain 
competitive in the markets in which it competes.


Research and Development
------------------------

    Expenditures for Company-sponsored research and development activities 
amounted to approximately $705,000, $536,000 and $962,000 in 1996, 1995 and 
1994, respectively.  Such amounts represent 2.3%, 1.8% and 4.0%, 
respectively, of sales for such periods.
                                      
    The increase in expenses in 1996 is mainly due to higher expenses in 
the Instruments segment relating to the new model of the CHDF instrument. 
The reduction in expenses from 1994 to 1995 is attributable to lower 
expenses in the Electronics and Instruments segments as new product and 
process development projects were completed in late 1994. 





                                   -9-
<PAGE>
      
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 or competitive position. 
   

Employees
---------

    No employees at the various locations of the Company are represented by 
a collective bargaining unit.  At December 31, 1996, the Company has 314 
full-time and 14 part-time employees.  The Company considers its relations 
with its employees to be satisfactory.


Foreign and Domestic Operations and Export Sales
------------------------------------------------

    Financial information about foreign and domestic operations and export 
sales is set forth in Note 12 of the Notes to Consolidated Financial 
Statements in the 1996 Annual Report to Stockholders, which Note is 
incorporated herein by reference.
































                                   -10-
<PAGE>
      
Item 2.  Properties
-------  ----------

    The Company has the following facilities, each of which contains office 
and manufacturing space and all of which are owned (except as noted).

                                  Approximate
     Location                     Square Feet      Primary Use
     --------                     -----------      -----------

Wilmington, Delaware (1)           215,000      Real Estate Operation

Lodi, New Jersey                    50,560      Steel Cable

Northboro, Massachusetts (2)        35,000      Real Estate Operation
                                                Instruments

Hopkinton, Massachusetts            32,400      Electronics, Corporate
                                                Headquarters
                                                
Juarez, Mexico (3)                  20,000      Steel Cable
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                                                            

  (1)   At December 31, 1996 this facility is subject to one Industrial
        Revenue Bond with a total balance due of $200,000.  See Note 9 of
        the Notes to Consolidated Financial Statements in the 1996 Annual
        Report to Stockholders.  Approximately 124,000 square feet is
        leased and the remaining space is available for rent. 
     
  (2)   Matec Instruments occupies approximately 11,000 square feet,
        approximately 10,000 square feet is leased and the remaining
        space is available for rent.

  (3)   Facilities under lease expiring in December 1997.  
     
 
 
 
 
                                                                            
The Company believes its facilities (owned or leased) are suitable for 
their current uses and are in good repair.  The Company believes that its 
facilities are adequate to satisfy its production capacity needs for the 
immediate future.  














                                   -11-
<PAGE>
      


Item 3.  Legal Proceedings
-------  -----------------

    The Company is involved in litigation in the ordinary course of 
business.  The Company believes that the outcome of these actions 
should not have a material adverse effect on the financial condition 
of the Company.



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.



Executive Officers of the Registrant
------------------------------------

    The names, ages and offices of the executive officers of the 
Registrant are as follows:

       Name            Age                  Office
       ----            ---                  ------

 Robert B. Gill         55    President and Chief Executive Officer
 Michael J. Kroll       48    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. Gill has been President and Chief Executive Officer of the 
Registrant since December 21, 1992.  He was President of Laser Diode, 
Inc., a manufacturer of communication equipment, from prior to 1992 
to December 1992.  

    Mr. Kroll has been Vice President and Treasurer of the Registrant 
since prior to 1992.
                                                    
   











                                   -12-
<PAGE>
      
                               PART II


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

    The information set forth on Page 1 of the 1996 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 4 of the 1996 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 4 through 6 of the 1996 Annual 
Report to Stockholders 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 7 through the inside 
back cover of the 1996 Annual Report to Stockholders is incorporated 
by reference.
 

                                                                      
Item 9.  Disagreements on Accounting and Financial Disclosure 
-------  ----------------------------------------------------

    None.









                                   -13-
<PAGE>
      
 
                               PART III


    The information called for by Part III is hereby incorporated by 
reference from the information set forth and under the headings 
"Voting Securities", "Security Ownership of Management", "Election of 
Directors", and "Executive Compensation" in Registrant's definitive 
proxy statement for the 1997 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-KSB.  In 
addition, information on Registrant's executive officers has been 
included in Part I above under the caption "Executive Officers of the 
Registrant".










































                                   -14-
<PAGE>
      
                               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
         1996 Annual Report to Stockholders:

                                                 Page Number(s) in
                                                   Annual Report
     Consolidated Balance Sheets,
      December 31, 1996 and 1995 ....................         7

     Consolidated Statements of Operations
      for the Years Ended December 31, 1996,
      1995 and 1994 .................................         8

     Consolidated Statements of Cash Flows
      for the Years Ended December 31, 1996, 
      1995 and 1994 .................................         9

     Consolidated Statements of Stockholders' Equity
      for the Years Ended December 31, 1996,
      1995 and 1994 .................................        10
     
     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 ......................      18 
     Schedule II - Valuation Reserves ..................      19 
                                                  
     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.











                                   -15-
<PAGE>
      
     
                                
(a)  3.  The exhibits filed in this report or incorporated by
     reference, listed on the Exhibit Index on page 20, are as
     follows:             
     
     Exhibit No.                      Description                  
     -----------      ---------------------------------------------

       3. (a)         Certificate of Incorporation
       3. (c)         By-Laws
       4. (a)         Common Stock Purchase Warrant
      10. (a) *       1992 Stock Option Plan
      11.             Calculation of Earnings Per Share
      13.             1996 Annual Report to Stockholders
      21.             Subsidiaries of the Registrant
      23.             Consent of Independent Auditors
      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, 1996.
                        





























                                   -16-
<PAGE>
                             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, 1997                  By: /s/ Robert B. Gill
                                          -------------------
                                          Robert B. Gill 
                                          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/ Robert B. Gill       President, Chief Executive     March 26, 1997
------------------------   Officer, and Director
Robert B. Gill                                  

/s/ Michael J. Kroll      Vice President and Treasurer
------------------------  (Principal Financial Officer  March 26, 1997
Michael J. Kroll           and Principal Accounting
                           Officer)
                                                                           
/s/ Eli Fleisher          Director                      March 26, 1997
------------------------
Eli Fleisher

/s/ Lawrence Holsborg     Director                      March 26, 1997
------------------------
Lawrence Holsborg

/s/ John J. McArdle III   Director                      March 26, 1997
------------------------
John J. McArdle III                                                   

/s/ Robert W. Muir, Jr.   Director                      March 26, 1997
------------------------
Robert W. Muir, Jr.

/s/ Joseph W. Tiberio     Director                      March 26, 1997
------------------------
Joseph W. Tiberio

                          Director                      March   , 1997
------------------------
Robert W. Valpey                                           

/s/ Ted Valpey, Jr.       Chairman of the Board and     March 26, 1997 
------------------------   Director                
Ted Valpey, Jr.                     
                                        
                                   -17-
<PAGE>
      



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, 1996 and 1995, and for each of the 
three years in the period ended December 31, 1996, and have issued our 
report thereon dated February 28, 1997 (March 4, 1997, as to Note 15); 
such consolidated financial statements and report are included in the 
MATEC 1996 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.  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 28, 1997 (March 4, 1997, as to Note 15)




























                                 -18-
<PAGE>
      
                  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, 1996     $ 194,000      $  83,974      $ 132,974     $ 145,000
                       =========      =========      =========     =========

 December 31, 1995     $ 199,000      $  23,652      $  28,652     $ 194,000
                       =========      =========      =========     ========= 

 December 31, 1994     $ 194,000      $  59,881      $  54,851     $ 199,000
                       =========      =========      =========     =========


Inventory Reserve:

Year Ended:
 December 31, 1996    $  930,000      $ 738,314      $ 298,314    $1,370,000
                      ==========      =========      =========    ==========

 December 31, 1995    $  853,000      $ 388,040      $ 311,040    $  930,000
                      ==========      =========      =========    ==========

 December 31, 1994    $1,121,000      $ 264,863      $ 532,863    $  853,000
                      ==========      =========      =========    ==========




















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

Exhibit No. (inapplicable items are omitted) 
-----------         

 3. (a)     Certificate of Incorporation (incorporated by reference to
            Exhibit 3. (a) to Registrant's Annual Report on Form 10-K
            for the year ended December 31, 1992).
                                                            
 3. (c)     By-Laws (incorporated by reference to Exhibit 3. (c) to
            Registrant's Form 10-QSB for the quarterly period ended
            September 29, 1996).   
                                                               
 4.         Each instrument which defines the rights of holders of
            long-term debt of Registrant and its subsidiaries under
            which the amount authorized does not exceed 10% of total
            assets of Registrant and subsidiaries on a consolidated
            basis has not been filed as an exhibit to this Annual
            Report on Form 10-KSB.  Registrant hereby undertakes and
            agrees to furnish a copy of each instrument to the
            Securities and Exchange Commission upon request.

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

10. (a)     1992 Stock Option Plan (incorporated by reference to
            Exhibit 10. (c) to Registrant's Annual Report on Form 10-K
            for the year ended December 31, 1992).
                               
11.         Calculation of Earnings Per Share.  Filed herewith.   
        
13.         1996 Annual Report to Stockholders.  Filed herewith.
            
21.         Subsidiaries of the Registrant.  Filed herewith.

23.         Consent of Independent Auditors.  Filed herewith.

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













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