Exhibit 10 (b)


              MATEC Corporation Management Incentive Plan


The MATEC Corporation Management Incentive Plan is established to motivate 
subsidiary and corporate management to optimize short and long-term 
operating profit.  The Plan consists of two separate incentive pools.


                             Subsidiary Pool
                             ---------------
1. Funding
----------     
    Each subsidiary will generate an incentive pool based on the 
percentage achievement of that subsidiary's budgeted operating profit for 
the current fiscal year.  The incentive pool will be determined by 
multiplying the subsidiary's operating profit prior to profit sharing, 
401(k), incentive, and LIFO but after corporate charges and corporate 
interest expense/income by the percentage contained in the graph shown in 
Exhibit 1.  This pool is independent of MATEC's overall performance.

2. Awards
---------
    Eligibility
    -----------
      Unless otherwise approved by MATEC's Board, all participants must be 
employed at the beginning and end of the fiscal year for which the award 
is to be made.
    
    Distribution
    ------------
      A proposed primary distribution of the incentive pool among the 
subsidiary president and his immediate staff shall be submitted to and 
approved by the Stock Option Compensation Committee at the time of the 
budget approval.  A portion of the pool may be reserved to recognize 
outstanding performance below the executive level.  At the conclusion of 
the fiscal year, the subsidiary president will submit a final recommended 
list of awards to MATEC's president.  The recommendations should be based 
upon subjective evaluations of each participant's performance, 
contribution and effort.  Individual awards are subject to MATEC Board and 
Stock Option Compensation Committee approval.

                             Corporate Pool
                             --------------
1. Funding
----------
    Corporate will generate an incentive pool based on the percentage 
achievement of corporate's budgeted total pre-tax profit for the current 
fiscal year.  The incentive pool will be determined by multiplying MATEC's 
pre-tax profit prior to profit sharing, 401(k), incentives, and LIFO by 
the percentage contained in the graph shown in Exhibit 2.

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2. Awards
---------
      Eligibility
      -----------
        Unless otherwise approved by MATEC's Board, all participants must 
be employed at the beginning and end of the fiscal year for which the 
award is to be made.
     
      Distribution
      ------------
        A proposed distribution of the incentive pool among the Corporate 
Staff shall be submitted to and approved by the Stock Option Compensation 
Committee and Board at the time of budget approval.  The final 
recommendation for pool distribution shall be made by MATEC's President 
and Chairman.  All awards shall be approved by MATEC's Stock Option 
Compensation Committee and Board.


                            Incentive Funding
                            -----------------
 
                             Funding %
                             ---------
Budget Achievement           Sub    Corp       Pool Rel. Size
------------------           ----   ----       --------------

less than 75%                 0      0              0
75%                           4.7    5.5           50%
100%                          7.0    8.5          100%
less than 125%                8.4   10.2          150%
greater than 125%             8.4   10.2

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             MATEC Corporation Management Incentive Plan


Exhibit 1             Subsidiary Incentive Pool
---------             -------------------------


The X-axis of the graph represents the "incentive pool accrual %" and the 
Y-axis of the graph represents the "% budgeted operating profit achieved".

The graph shows the following results:

           % budgeted operating           incentive pool
             profit achieved                 accrual %
           --------------------           --------------

           less than 75                      0.0   
           75                                4.7
           80                                5.2
           85                                5.6
           90                                6.1
           95                                6.5
           100                               7.0
           105                               7.3
           110                               7.6
           115                               7.9
           120                               8.15
           125                               8.4
           greater than 125                  8.4

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             MATEC Corporation Management Incentive Plan


Exhibit 2             Corporate Incentive Pool
---------             ------------------------


The X-axis of the graph represents the "incentive pool accrual %" and the 
Y-axis of the graph represents the "% budgeted operating profit achieved".

The graph shows the following results:

          % budgeted operating            incentive pool
            profit achieved                  accrual %
          --------------------            --------------

          less than 75                       0.0
          75                                 5.5
          80                                 6.1
          85                                 6.7
          90                                 7.3
          95                                 7.9
          100                                8.5
          105                                8.8
          110                                9.2
          115                                9.5
          120                                9.9
          125                               10.2
          greater than 125                  10.2
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