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, 2000
                          -----------------
                                 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, an will
not be contained, to the best of registrant's

                                       1
<PAGE>

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: $12,390,412
(computed by reference to the last sales price of such common stock on March 20,
2001 as reported in the American Stock Exchange consolidated trading index).

Number of shares of common stock outstanding at March 20, 2001:  4,132,515

Documents incorporated by reference:
  Annual Report to Stockholders for the year ended December 31, 2000:
    Parts I, II and IV
  Proxy Statement for the 2001 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 Maryland. As used herein the term "Company" refers to MATEC and its
subsidiaries.

    The Company's current business is conducted through its Valpey-Fisher
Corporation ("Valpey") subsidiary. In the fourth quarter of 2000, the Company
sold certain assets of its piezoelectric and optical components product line.
For further information, see Note 3 of the Notes to Financial Statements in the
2000 Annual Report, which Note is incorporated by reference.

    In addition, during the fourth quarter of 2000, the Company sold its real
estate complex located in Northborough, Massachusetts which was operated by its
wholly owned subsidiary, MEKontrol, Inc. For further information, see Note 3 of
the Notes to Financial Statements in the 2000 Annual Report, which Note is
incorporated by reference.

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

    The Company operates in one business segment. Information about export sales
is set forth in Note 15 of the Notes to Consolidated Financial Statements in the
2000 Annual Report to Stockholders, which Note is incorporated by reference.

Narrative Description of Business
-----------------------------------
  Products
  --------
    Valpey is involved in the design, production, import, and sale of frequency
control devices and ultrasonic transducer devices.

    The frequency control devices include quartz crystals and oscillators
incorporating these crystals and 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 frequency control devices
including standard and custom-designed product. Capabilities include:
     -    high-reliability, precision crystals and oscillators used in
          sophisticated industrial, military and aerospace applications.


                                       3
<PAGE>


     -    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.

    Valpey's frequency control products are used by the telecommunications,
computer and computer peripheral equipment, scientific, instrumentation,
industrial, and aerospace markets. The majority of the Company's revenue is
generated by the telecommunications markets including the wireless, networking
and optical networking segments. The Company's frequency control products are
used in telecommunications infrastructure equipment such as bandwidth
multipliers, networking switches and routers, cellular base stations,
transceivers and multiplexers.

    The ultrasonic transducer devices are sold to the NDT (nondestructive
testing), industrial, research and medical markets. Applications include flaw
detection, precision thickness gauging, corrosion inspection, weld inspection
and various research applications.

Raw Materials
  -------------
    Quartz crystal bases, ceramic packages and ICs are the principal raw
materials and are available from a number of domestic and foreign suppliers.
From the fourth quarter of 1999 through the third quarter of 2000, the lead
times for the delivery of certain raw materials increased significantly over
prior lead times due to the worldwide demand for these products. Beginning in
the fourth quarter of 2000, lead times began to level off and in some areas
began to decline. During 2000, production was not significantly affected.
However, in order to meet customer delivery requirements, Valpey changed some of
its inventory purchasing practices (i.e. stocking higher inventory levels) to
compensate for the long delivery lead times.

    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.

    In order to eliminate the effects of currency fluctuations, Valpey currently
purchases the product from its foreign suppliers in U.S. dollars. As exchange
rates fluctuate, Valpey's cost for these materials may become more expensive
than its competitors that have taken measures to protect against exchange rate
fluctuations. In addition, Valpey is subject to the inherent risks involved in
international trade such as political instability and restrictive trade
policies.



                                       4
<PAGE>



  Marketing and Customers
  -----------------------

    Valpey's direct sales personnel, independent manufacturers' representatives
and distributors sell the frequency control products. Valpey's ultrasonic
transducer devices are sold primarily by its direct sales personnel.

    Valpey sells its frequency control products primarily to original equipment
manufacturers (OEMs), contract manufacturers (CMs), and distributors. Valpey's
distributors also sell to both the OEMs and CMs. Ultrasonic transducer devices
are sold primarily to OEMs, colleges and universities and research facilities.

    During 2000, sales to Solectron Corporation and Flextronics International,
both CMs, accounted for approximately 21% and 13%, respectively, of Valpey's net
sales. No customer accounted for more than 10% of Valpey's net sales in 1999 and
1998. Sales to Valpey's five largest customers accounted for approximately 50%
of its sales in 2000, compared to 27% in 1999 and 26% in 1998. Sales to CMs
accounted for approximately 47% of Valpey's sales in 2000, compared to 22% in
1999 and 13% in 1998.

    Export sales amounted to approximately 23% of Valpey's sales in 2000, 20% in
1999 and 26% in 1998. Sales to customers located in Canada accounted for
approximately 49%, 48% and 42% of total export sales in 2000, 1999, and 1998,
respectively. Valpey's international sales are transacted in U. S. dollars.


  Backlog
  -------
    Valpey's backlog of firm orders was $16,424,000 at December 31, 2000 and
$6,404,000 at December 31, 1999. Valpey expects to ship the entire December 31,
2000 backlog during 2001.

  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.


                                       5
<PAGE>



  Manufacturing
  -------------
    Valpey's manufacturing facility is located in Hopkinton, Massachusetts.
Valpey received its ISO-9001 registration for the design and manufacture of
crystals and crystal oscillators in 1997. During 2001, Valpey will install a
semi-automatic production line in order to increase its internal manufacturing
capacity for frequency control products and to improve on customer delivery
demands.

    During 2001, Valpey will begin the manufacturing of certain raw material and
finished product at its operation located in Omsk, Russia.

    Valpey imports completed products from various Far East (including China,
Japan, South Korea, Philippines, and Taiwan) suppliers for resale to its
customers.

  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 in 1998, the Company
is performing environmental clean up at that site. See Note 4 of the Notes to
Consolidated Financial Statements in the 2000 Annual Report to Stockholders,
which Note is incorporated by reference.

  Employees
  ---------
    At December 31, 2000, the Company employed 146 full-time and 5 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
------------------------------------------------
    During 2000, Valpey established a division located in Omsk, Russia to mainly
focus on new product development. At December 31, 2000, Valpey had no assets
located in Russia.

    Financial information about export sales is set forth in Note 15 of the
Notes to Consolidated Financial Statements in the 2000 Annual Report to
Stockholders, which Note is incorporated by reference.


                                       6
<PAGE>


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 and its 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 that contains office and manufacturing space and serves as the
Company's corporate headquarters. As a result of the disposal of a portion of
its piezoelectric and optical business during 2000 and in anticipation of the
addition of a semi-automatic production line in 2001, Valpey is in the process
of reconfiguring the layout and making improvements to this facility.

    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.

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.


                                       7
<PAGE>


Executive Officers of the Registrant
------------------------------------
    The names, ages and offices of the executive officers of the Company are as
follows:
<TABLE>
<CAPTION>

       Name              Age               Office
       ----              ---               ------
<S>                       <C>     <C>
Ted Valpey, Jr.           68      President and Chief Executive Officer
Michael Deery             55      President and Chief Operating Officer-
                                    Valpey-Fisher Corporation
Michael J. Kroll          52      Vice President and Treasurer
</TABLE>

    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. Deery has been President and Chief Operating Officer of Valpey-Fisher
Corporation since September 1999. He was Vice President of International
Manufacturing of Tambrands, Inc., a manufacturer of health care products, from
prior to 1996 to 1998.

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


                                       8
<PAGE>

                               PART II

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

    The information set forth on the inside back cover of the 2000 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 2000 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 2000 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 6 of the 2000 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 7 through 19 of the 2000 Annual Report to Stockholders is incorporated
by reference.

Item 9.  Changes in and Disagreements with Accountants on Accounting
-------  ------------------------------------------------------------
         and Financial Disclosure
         ------------------------

    Not applicable


                                       9
<PAGE>

                                 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 2001
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".


                                       10
<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 2000 Annual Report to
         Stockholders:

<TABLE>
<CAPTION>
                                                        Page Number(s) in
                                                          Annual Report

<S>                                                           <C>
     Consolidated Balance Sheets,
      December 31, 2000 and 1999 .......................          7

     Consolidated Statements of Operations
      for the Years Ended December 31, 2000,
      1999 and 1998 ....................................          8

     Consolidated Statements of Cash Flows
      for the Years Ended December 31, 2000,
      1999 and 1998 ....................................          9

     Consolidated Statements of Stockholders' Equity
      for the Years Ended December 31, 2000,
      1999 and 1998 ....................................         10

     Consolidated Statements of Comprehensive Income
      (Loss) for the Years Ended December 31, 2000,
      1999 an 1998 .....................................         11

     Notes to Consolidated Financial Statements.........      12-18

     Independent Auditors' Report ......................         19
</TABLE>


(a)  2.  The following schedule to the Consolidated Financial Statements
     and the Independent Auditors' Report on Schedule are filed as part
     of this report.
<TABLE>
<CAPTION>

                                                            Page Number
                                                           -------------
<S>                                                              <C>
Independent Auditors' Report............................         14
Schedule II - Valuation Reserves .......................         15
</TABLE>

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.


                                       11
<PAGE>


(a)  3.  The exhibits filed in this report or incorporated by reference,
     listed on the Exhibit Index on page 16, are as follows:
<TABLE>
<CAPTION>

     Exhibit No.                            Description
     -----------       ------------------------------------------------

     <S>      <C>      <C>
     2.                Agreement of Merger and Recapitalization
     3.1               Articles of Incorporation
     3.2               Amendment to Article II, Section 2 of the By-Laws effective
                       March 14, 2000
     3.3               Amendment to Article III, Section 1 of the By-Laws effective
                       May 18, 2000
     3.4               By-Laws effective May 18, 2000
     10.1     *        1992 Stock Option Plan
     10.2     *        1999 Stock Option Plan
     10.3     *        Management Incentive Plan
     13.               2000 Annual Report to Stockholders
     21.               Subsidiaries of the Registrant
     23.               Independent Auditors' Consent
</TABLE>

     * 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, 2000.



                                       12
<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 20, 2001             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.
<TABLE>
<CAPTION>

     Signature                   Title                    Date
     ---------                   ------                   -----
<S>                            <C>                                   <C>
/s/ Ted Valpey, Jr.            President, Chief Executive            March 20, 2001
-----------------------        Officer, Chairman of the Board
Ted Valpey, Jr.                and Director

/s/ Michael J. Kroll           Vice President and Treasurer
-----------------------        (Principal Financial Officer          March 20, 2001
Michael J. Kroll               and Principal Accounting
                               Officer)

/s/ Richard W. Anderson        Director                              March 20, 2001
-----------------------
Richard W. Anderson

/s/ Michael Deery              Director                              March 20, 2001
-----------------------
Michael Deery

/s/ Eli Fleisher               Director                              March 20, 2001
-----------------------
Eli Fleisher

/s/ Lawrence Holsborg          Director                              March 20, 2001
-----------------------
Lawrence Holsborg

/s/ Michael P. Martinich       Director                              March 20, 2001
------------------------
Michael P. Martinich

/s/ John J. McArdle III        Director                              March 20, 2001
------------------------
John J. McArdle III

/s/ Robert W. Muir, Jr.        Director                              March 20, 2001
------------------------
Robert W. Muir, Jr.

/s/ Joseph W. Tiberio          Director                              March 20, 2001
-----------------------
Joseph W. Tiberio
</TABLE>


                                       13
<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, 2000 and 1999, and for each of the three years
in the period ended December 31, 2000, and have issued our report thereon dated
February 16, 2001 (February 27, 2001 as to Note 17); such consolidated financial
statements and report are included in your 2000 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 16, 2001
(February 27, 2001 as to Note 17)




                                       14

<PAGE>

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

              Schedule II - Valuation and Qualifying Accounts
              -----------------------------------------------
<TABLE>
<CAPTION>

                                        Additions
                                  -----------------------
                      Balance at  Charged to   Charged to                  Balance
                      Beginning   Costs and    Other                       at End
  Description         of Period   Expenses     Accounts      Deductions    of Period
  -----------         ---------   --------     ----------    ----------    ---------
<S>                  <C>          <C>          <C>           <C>           <C>
Allowance for
  Doubtful Accounts:

Year Ended:
  December 31, 2000   $  93,000   $  30,700    $  51,300     $      -      $  175,000
                      =========   =========    =========     =========     ==========

  December 31, 1999   $  75,000   $  28,800    $      -      $ (10,800)    $   93,000
                      =========   =========    =========     =========     ==========

  December 31, 1998   $  45,000   $  18,002    $      -      $ (11,998)    $   75,000
                      =========   =========    =========     =========     ==========


Inventory Reserve:

Year Ended:
  December 31, 2000  $1,380,000   $ 935,000    $      -      $(642,000)    $1,673,000
                     ==========   =========    =========     =========     ==========

  December 31, 1999  $1,212,000   $ 448,000    $      -      $(280,000)    $1,380,000
                     ==========   =========    =========     =========     ==========

  December 31, 1998  $  857,000   $ 419,730    $      -      $ (64,730)    $1,212,000
                     ==========   =========    =========     =========     ==========

</TABLE>



                                       15
<PAGE>

                             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).

 3.1        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).

 3.2        Amendment to Article II, Section 2 of the By-Laws effective
            March 14, 2000.  Filed herewith.

 3.3        Amendment to Article III, Section 1 of the By-Laws effective May
            18, 2000 (incorporated by reference to Exhibit 3.1 on Registrant's
            Form 10-Q for the quarterly period ended April 2, 2000.

 3.4        By-Laws effective May 18, 2000.  Filed herewith.

10.1        1992 Stock Option Plan (incorporated by reference to
            Exhibit 10.(a) on Registrant's Form 10-K for the year
            ended December 31, 1997).

10.2        1999 Stock Option Plan (incorporated by reference to
            Exhibit A to the Proxy Statement of Registrant for its Special In
            Lieu of Annual Meeting of Stockholders held on May 13, 1999).

10.3        Management Incentive Plan (incorporated by reference to
            Exhibit 10.3 on Registrant's Form 10-Q for the quarterly
            period ended July 2, 2000).

13.         Portions of the 2000 Annual Report to Stockholders. Filed
            herewith.

21.         Subsidiaries of the Registrant. Filed herewith.

23.         Independent Auditors' Consent. Filed herewith.


                                       16