SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, DC  20549

                              FORM 10-KSB

 X   Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934.
     For the Fiscal Year ended:  April 30, 1999
                                   or
     Transition report under Section 13 or 15(d) of the Securities Exchange Act
     of 1934 for the transition period from      to     .

                       Commission File No.:  0-9880

                     ENGINEERING MEASUREMENTS COMPANY
         (Exact name of Registrant as specified in its charter)

                Colorado                                    84-0572936
      (State or other jurisdiction of               (I.R.S. Identification No.)
       incorporation or organization)


      600 Diagonal Highway, Longmont, Colorado               80501
      (Address of principal executive offices              (Zip Code)

                 Issuer's telephone number:  (303) 651-0550

         Securities registered under Section 12(b) of the Act:  None

           Securities registered under Section 12(g) of the Act:

                        Common Stock par value $.01
                              (Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act 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

Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is contained in this form, and no disclosure will 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.

Issuer's revenues for its most recent fiscal year: $9,694,913.

The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the Registrant as of July 15, 1999 was $22,062,744.

The number of shares outstanding of Registrant's $.01 par value common stock, as
July 15, 1999 was 4,057,143.

No documents are incorporated by reference into the text of this report.

Transitional Small Business Disclosure Format : Yes    ; No X


                                                  Exhibit Index on Pages 34-35
                                                                  Page 1 of 36

<PAGE>
PART I

ITEM 1. BUSINESS

General

Engineering Measurements Company ("EMCO" or the "Company") is a Colorado
corporation that was incorporated on January 4, 1967.  The Company's executive
offices and factory are located at 600 Diagonal Highway, Longmont, Colorado
80501.  Its telephone number is (303) 651-0550.  The Company has a website at
www.emcoflow.com.

The Company designs, manufactures, and markets electronic and electro-mechanical
instruments (flowmeters) for measuring the flow of liquids, steam and gases.
The Company operates within the flow measurement devices and systems industry
segment (S.I.C. Code No. 3823).  The Company generates its revenues from the
sales of flowmeter hardware in both foreign and domestic.  Revenue is also
generated through the sale of excess capacity in the form of contract electronic
printed circuit board assembly.  With its 32 years experience in the field of
flow measurement, EMCO is able to provide its customers with a family of
products capable of measuring almost any kind of fluid or gas flow.  While the
Company has historically been strongest in energy utility flow measurement
(particularly steam metering) it has products capable of measuring most types of
process fluids, as well as fuel oils and natural gas.  Primarily utilizing a
network of distributors and commissioned sales representatives as well as a
direct sales force, the Company markets flowmeters worldwide.

The Company has a marketing agreement with Danfoss A/S, a flow meter company in
Denmark which distributes products in different markets, which was renewed
October 6, 1998, and runs for a period of 30 months with a six month
renegotiation period.  Terms of the agreement with Danfoss A/S allow the Company
to be the exclusive distributor for Danfoss' MAG and MASS flowmeters in the U.S.
industrial market under the "EMCO" label.  In turn, Danfoss is allowed to market
and distribute EMCO's Vortex PhD flowmeter on a non-exclusive basis under the
"Danfoss" label in Europe and around the world.  The marketing agreement signed
with Danfoss A/S completes the Company's "family of flowmeters".  This family
features five types of flowmeters capable of handling a broad spectrum of
applications (steam, gas and liquid) as well as a large range of line sizes.  It
also positions the Company to compete on a product level with any flowmeter
manufacturer in the world.

Products

The Company has developed and markets a series of products to measure the flow
of steam, chilled and hot water, natural gas, compressed gases and other fluids
in a pipeline.  Also included are products, which support the primary flow
measurements, such as pressure and temperature measurements and supporting
electronics.

The Company has two major technologies used in its product lines.  The sales
contribution by each technology as a percent of sales for fiscal years 1999 and
1998 are as follows:

Technology               FY 1999        FY 1998
----------               -------        -------
Volumetric                  74%            75%
Mass                        26%            25%

Volumetric technologies include the following products: turbine, vortex
shedding, and positive displacement meters.  Mass technologies include the
following products: electromagnetic, coriolis, flow processors and digital
valves.

The Company manufactures several series of insertion meters for various
applications of steam, liquids and compressed gas measurement.  The insertion
meters offer customers solutions for metering flows in large size pipes. Each is
available with an assortment of options allowing for extremes in flow range,
pressure and temperature, with adaptation to various output requirements which
provide mass and energy measurement for totalizing or computer input.

The Company introduced a line of vortex shedding flowmeters in fiscal year 1992.
The Vortex PhD has no moving parts, provides high reliability, has low
maintenance requirements and is capable of operating with dirty fluids.
                                  Page 2 of 36
<PAGE>
The Company also develops, manufactures and markets a series of positive
displacement meters which provide accurate measurements of fluid flow rates.
The products' primary applications relate to the measurement of viscous fluids,
such as crude oil, as well as applications requiring a high degree of accuracy.

As a result of the marketing agreement with Danfoss A/S of Denmark, EMCO serves
as the exclusive distributor for Danfoss' electromagnetic (MAG) flowmeters and
coriolis (MASS) flowmeters in the U.S. industrial marketplace.  These two
Danfoss meters are marketed and distributed under the "EMCO" label in the U.S.,
establishing EMCO as one of the few companies in the world to offer a complete
line of flowmetering technologies.

Digital valves are digitally actuated control valves providing industry with a
unique means of controlling and measuring the flow of fluids.  Because of their
accuracy and speed of response, these products are capable of providing a high
degree of control that cannot easily be matched by other valves.  In addition,
this product can be configured as a metering valve, thus providing both
measurement and control.

All Company products utilize a family of digital flow processors to provide a
wide range of measurement processing.  The flow processors provide the desired
outputs in engineering units, such as gallons, liters, etc., with provisions for
computing density, mass flow and enthalpy.

The Company introduced a commercial vortex shedding water flowmeter in March
1997.  This product is marketed into the commercial HVAC, ultra-pure and de-
ionized water and landscape/irrigation markets.

The Company utilizes excess capacity to provide contract surface mount
technology board assembly.  This service began in April 1997.

Product Distribution

The Company primarily uses a network of distributors and commissioned sales
representatives, as well as a direct sales force, to market the Company's
flowmeters worldwide.  The Company also markets the Vortex PhD through Danfoss'
network of wholly owned subsidiaries, primarily in Western Europe.

Competition

The Company encounters various levels of competition in its different product
lines.  The flow products face somewhat less competition when the application is
large size steam lines.  Here, the product is sold primarily on the basis of
quality, performance and return on investment, with little price competition.
In smaller sized steam lines, as well as applications where other energy
utilities or process fluids are being measured, the Company faces a greater
level of competition and price is often a factor.  However, no one company is a
major force in this market segment.

The positive displacement meter products encounter direct competition in most of
their markets.  Two companies, one utilizing the same technology and the other
employing a different technological approach, comprise most of the competition.
Quality, performance and selling price are all important competitive factors.

Digital Valve products offer unique performance characteristics as regards
speed, accuracy and direct digital control.  Where the application requires
these characteristics, the Company experiences no direct competition and price
is generally not a factor.  In less demanding installations, the Company faces
direct competition from the manufacturers of more traditional control valves. In
such cases, price does become a competitive factor.

Contract surface mount technology board assembly faces extensive direct
competition for larger production runs. The Company is focusing on the
engineering prototype and small production run market niches where the emphasis
is on production quality and rapid turn around.  In these markets there is
generally less competition and price is generally not a factor.  No one company
is a major force in this market segment.

Raw Materials

The Company purchases electronic components, printed circuit boards, fabricated
sheet metal parts, machined components, raw steel and aluminum, metallic
castings, various other materials and electrical energy from various suppliers.
These purchased components are generally available and the loss of any one
supplier would not have a material adverse impact on the Company's operations.
                                  Page 3 of 36
<PAGE>
Customers

In Fiscal Year 1999 no single customer accounted for more than 10% of the
Company's revenues.  For Fiscal Year 1998, one customer, Danfoss, did account
for more than 10% of the Company's reported revenues.  In Fiscal Year 1999, the
Company renegotiated its marketing contract with Danfoss.  This contract now
extends to April 2001 plus a six month renegotiation period.   The loss of this
customer could have an adverse effect on the Company.

Patents

EMCO has acquired, or is currently pursuing, patent protection on a number of
its products, although management believes that the protection afforded by
patenting is generally not important to the success of the Company.  Patents are
prevalent in the flow metering industry and, since the Company has not conducted
exhaustive infringement searches on all of its products, it is possible that one
or more of its products may infringe upon the patents of others.

Depending on the product involved, a lawsuit against the Company for patent
infringement could result in damages in a material amount being assessed against
the Company, which would have an adverse effect on the financial condition of
the Company.  At this time the Company is not aware of any existing or
threatened litigation regarding matters involving the Company and its products.

Seasonal and Other Conditions

The Company's sales and production are affected by slight seasonality caused by
the Company's emphasis on steam energy measurement.  However, the Company's
marketing initiatives designed to increase the importance of the Process Control
market (a non-seasonal market) if successful, should mitigate against the effect
of seasonality in the future.  Sales are also affected by the capital budgeting
plans of large industrial firms, as well as by other economic and political
conditions in the U.S. and internationally.

Working Capital Requirements

The Company is not required to carry significant amounts of inventory to meet
rapid delivery requirements of customers or to assure itself of a continuous
allotment of goods from suppliers.  In addition, the Company believes its
working capital of approximately $3,340,000 as of April 30, 1999 is adequate to
meet its current obligations.  Although no assurances can be made, the Company
believes it has adequate cash flows from operations to fund future operations
and capital expenditure requirements for the next twelve months.

Backlog

At April 30, 1999, the total order backlog was approximately $1,290,000 as
compared to $1,260,000 at April 30, 1998.  It is anticipated that the entire
backlog outstanding at April 30, 1999, will be shipped in the fiscal year ending
April 30, 2000.

Government Approvals and Regulation

The Company's principal products and services are not subject to government
approvals.  The Company does not expect any significant effect on its business
from existing or probable government regulations.  No material portion of the
Company's sales is subject to renegotiation of profits or termination of
contracts or subcontracts at the election of the government.  If the Company's
products become subject to government regulation or approval however, it could
have a material adverse affect on the Company.

Research and Development

The Company maintains research and development programs on a continuing basis.
Research activities are primarily directed toward flow measurement and control.
The Company spent approximately $790,000 for research and development in the
fiscal year ending April 30, 1999, and about $604,000 in the fiscal year ending
April 30, 1998.

In 1999, the emphasis of research and development (R&D) was new product
development. There is no assurance that the R&D efforts will result in
additional sales for the Company.  Management believes that R&D expenses will
                                  Page 4 of 36
<PAGE>
continue at the current levels in the future due to further new product
development and enhancements.  The intent of the Company's R&D is twofold: 1)
Develop new flowmeter products for industries and applications for which it has
not historically provided products, and 2) Continue to lower product cost and
improve quality.

Effects of Environmental Regulations

Compliance with present federal, state and local regulations regarding the
discharge of materials into the environment or otherwise relating to the
protection of the environment should not have any material adverse effect on the
capital expenditures, earnings and competitive position of the Company.  The
Company does not plan any capital expenditures for environmental control
facilities during the current and succeeding fiscal year.  If the Company's
products, business or operations become subject to such environmental
regulations, however, it could have a material adverse affect on the Company's
results of operations and competitive position.

Employees

At April 30, 1999, EMCO had 86 full-time employees, of which 8 are employed in
administrative duties, 16 in sales, marketing and customer service duties, 8 in
R&D and 54 in production. This compares with 82 full-time employees at April 30,
1998.  The Company had 7 part time employees at April 30, 1999.

Foreign Sales

In fiscal year 1999, the Company had foreign sales of approximately $2,691,000,
or 27.8% of sales, compared to approximately $2,969,000, or 30.1% of sales in
fiscal year 1998.  The decrease of sales for fiscal year 1999 in Europe is due
primarily to lower sales to Danfoss in 1999.  The Company experienced an
increase in sales to Asia  due to its emphasis on entering new markets.  Other
foreign sales are lower due to lower activity overall, rather than sales of a
single large project.  The breakdown of foreign sales for fiscal years 1999 and
1998, in dollars and percent of total sales are:

                      FY 1999             FY 1998
                      -------             -------
Europe         $1,580,000  16.3%   $1,918,000  19.4%
Asia              755,000   7.8%      434,000   4.4%
Other             356,000   3.7%      617,000   6.3%

All foreign sales are exports from domestic operations.

ITEM 2.  PROPERTIES

The Company maintains its executive offices and factory at 600 Diagonal Highway,
Longmont, Colorado in a 44,800 square foot brick, concrete and cinder block
facility. In Management's opinion, the current executive offices and factory
space are more than adequate for the Company's current operations and should
provide enough space through Fiscal Year 1999 or later.  Management also
believes the building is in adequate condition for office and factory use, and
will require no substantial improvements through Fiscal Year 1999 or later.

ITEM 3.  LEGAL PROCEEDINGS

Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

                                  Page 5 of 36
<PAGE>
PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS

Market Information

The Company's common stock is traded over-the-counter and is listed on the
NASDAQ Over the Counter Bulletin Board (Symbol EMCO).  The table below
represents the high and low bid prices of the Company's common stock for its
two most recent fiscal years.  Such prices reflect inter-dealer prices, without
retail mark-up, mark-down or commissions and may not necessarily represent
actual transactions.

                              Quarters Ended in Fiscal Year 1999
                              ----------------------------------
                           07/31/98   10/31/98   01/31/99   04/30/99
                           --------   --------   --------   --------
         High                 $6.25      $4.63     $5.03       $5.00
         Low                  $4.00      $3.20     $4.00       $4.00

                              Quarters Ended in Fiscal Year 1998
                              ----------------------------------
                           07/31/97   10/31/97   01/31/98   04/30/98
                           --------   --------   --------   --------
         High                 $6.63      $6.38     $6.75       $6.25
         Low                  $3.75      $3.25     $4.50       $4.25


Approximate Number of Holders of Common Stock

The number of holders of record of the Company's common stock as of July 20,
1999, were 486.

Company Dividend Policy Disclosure

The Company has never paid cash dividends on its common stock and currently
has no plans to do so in the foreseeable future.  However, the Company had a
25% stock dividend in October 1998.  As a result, the Company issued an
additional 804,189 shares of $.01 par value common stock.  The Company has no
restrictions on the ability to pay dividends.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Certain written statements of management of the Company included in this Form
10-KSB and elsewhere may contain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, which are intended to be covered by the safe harbors
created thereby.  These statements include the plans and objectives of
management for future operations and contain certain words such as
"anticipate", "believe", "plan", "expect" or similar words.  The forward-
looking statements included herein and elsewhere are based on current
expectations and assumptions about an industry or business and involve
judgments which are difficult or impossible to predict accurately and many of
which are beyond the control of the Company.  Although the Company believes
that the assumptions underlying the forward-looking statements are reasonable,
any of the assumptions could be inaccurate and, therefore, there can be no
assurance that the forward-looking statements will prove to be accurate.  The
forward looking statements are dependent on certain risks and uncertainties
including among others, a discontinuance of the Danfoss arrangement,  lack of
market acceptance of new products, research and development efforts which
results in no additional sales and the cost and impact of Year 2000 compliance
by the Company and its suppliers.  In light of the significant uncertainties
inherent in the forward-looking statements, the inclusion of such information
should not be regarded as representation by the Company or any other person
that the objectives and plans of the Company will be achieved.  The actual
results of the Company could differ materially from those anticipated in the
forward-looking statements contained herein and elsewhere.
                                  Page 6 of 36
<PAGE>
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION:

Liquidity, Capital Resources and Cash Flows

Net working capital decreased approximately $75,000 during the fiscal year
ended April 30, 1999, primarily due lower cash and accounts receivable offset
by higher inventories and lower accounts payable.  The working capital ratio
for fiscal year 1999 increased to 4.4 from 4.3 the previous fiscal year.

The Company has a $500,000 revolving line of credit with Norwest Bank Colorado
through September 30, 1999, collateralized by accounts receivable.  The
interest rate is at Norwest Bank Colorado's prime rate.  The Company has not
drawn against this line of credit as of the date of this Form 10-KSB.  The
loans from a stockholder matured in April 1998.  The stockholder converted the
$353,790 loans into 345,766 shares of EMCO common stock as provided in the
loan agreement in fiscal year 1998.

The Company uses excess cash to invest in high grade securities until the cash
is needed for operations.  As of April 30, 1999, the Company holds
approximately $556,000 in high grade investment securities.

Cash and cash equivalents decreased approximately $243,000, due to capital
expenditures and increases in inventories offset by decreases in accounts
receivable due to better collections.  Management believes it has adequate
cash to support operations. This belief is supported by the fact that positive
cash flow from operating activities for fiscal year 1999 were approximately
$546,000.  The Company will continue to manage cash in order to support
operations.

Net accounts receivable decreased by approximately $316,000, due to improved
collections and lower sales volume of approximately $92,000 in the fourth
quarter of fiscal year 1999 compared to the previous year.  Collections of
accounts receivable improved as reflected by the 3.3 day decrease of the
Company's Days Sales Outstanding (DSO) to 54.3 days from 57.6 days in fiscal
years 1999 and 1998, respectively.

Short-term investments decreased approximately $1,000 during the year ended
April 30, 1999. The impact of recording investments at market value decreased
the cost by approximately $63,000.

Inventories increased approximately $430,000 during the year ended April 30,
1999, which decreased the inventory turn ratio from 2.42 in 1998 to 1.84 in
1999.  The higher inventories are mainly due to higher finished goods
inventories in fiscal year 1999 as part of a program to improve product
delivery times.

Income taxes receivable of approximately $46,000 in fiscal year 1998 has been
replaced by income taxes payable of approximately $4,000 in fiscal year 1999.
The receivable, a result of overpayment of taxes, was reduced by prior year
refunds and current year taxes.

Accounts payable decreased approximately $141,000 due to lower capital
purchases, and taking more early payment discounts in fiscal year 1999.

The Company does not have any material commitments for capital expenditures.
The Company believes that the proposed capital expenditures can be financed
from the Company's cash flow.

                                  Page 7 of 36
<PAGE>
Net working capital and the working capital ratio for the last two fiscal
years were:

                                                  As of April 30
                                                  --------------
                                              1999               1998
                                              ----               ----
       Working capital                     $3,339,423        $3,413,972
       Working capital ratio                   4.4               4.3

Material changes in cash flows are summarized as follows:
                                                  As of April 30
                                                  --------------
                                                1999          1998
                                                ----          ----
Net cash provided by operating activities     $546,074      $790,051
Net cash (used in) investing activities      ($949,630)    ($422,109)
Net cash provided by financing activities     $160,566       $24,908
Net increase (decrease) in cash and cash
 equivalents                                 ($242,990)     $392,850

Management believes EMCO will enjoy improved results in the future.  Although
there is no assurance this will occur, management believes is that the Company
has a strong foundation upon which to grow.   The Company has accomplished the
following:

A.     The Company introduced a new commercial water flowmeter in March
       1997.  Fiscal year 1999 sales of the water flowmeter increased
       more than 150%.  Management believes sales will grow, although at
       a slower rate, in fiscal year 2000 since the product is still in
       the early phases of the product life cycle.
B.     The Company continues using excess production capacity to perform
       contract manufacturing of surface mount technology board
       assembly.  Sales from contract manufacturing in fiscal year 1999
       were up more than 80% over the previous fiscal year. Additional
       sales efforts are being made to increase utilization of
       additional capital and human resources added in the past year.
C.     The Company expects to continue R&D activity for new products to
       be introduced in coming years.  There is no assurance that the
       R&D activity will result in additional sales for the Company.
       The Company also intends to emphasize value engineering to
       sustain margin despite increasing price competition.
D.     The Company continues to make improvements in overall production
       efficiency through increased investments in equipment.  The
       Company is now capable of greater production capacity at little
       or no increased fixed cost.  All equipment purchases were paid
       from the Company's cash flow.
E.     The Company's balance sheet remains strong. The Company
       recognized approximately $93,000 in interest and dividend income
       from investments during the fiscal year ended April 30, 1999.

There can be no assurance, however, that these accomplishments will result in
improved or continued sales of its products or services.  Actual results of
operations could differ materially from management's expectations.

Management is not aware of any known trends, events or uncertainties that have
had, or are likely to have, an impact on short-term or long-term liquidity of
the Company.
                                  Page 8 of 36
<PAGE>
RESULTS OF OPERATIONS:

Sales Revenues

Sales revenues for the Company decreased approximately $167,000 or 1.7% in
fiscal year 1999 as compared to fiscal year 1998.  Existing product sales were
lower in fiscal year 1999, primarily due to reduced sales to a major European
customer (DANFOSS) of approximately $259,000 in fiscal year 1999. This
decrease in sales was partially offset by increased sales of the new water
meter introduced in March 1997 and contract surface mount technology (SMT)
board assembly.  Sales from the new water meter and the contract SMT
manufacturing were up in fiscal year 1999.  The Company continues to place a
high priority on product quality and customer satisfaction.  Management
believes this emphasis will have long-term positive impacts on sales. The
Company expects to continue to maintain a healthy product development program.

Net Income

In fiscal year 1999, the Company recognized net income of $196,938, as
compared to net income of $87,045 for fiscal year 1998.  The increase in
income in 1999 can be attributed to the following:

                                      1999           1998
                                      ----           ----
Gross margin on sales              $3,983,907     $3,940,847

Income from operations               $113,696         $4,096

Gain/(loss) on sale of stock           (6,574)        10,620

Other income                          125,054         96,185

Interest expense                         (266)       (32,844)

Income tax provision/(benefit)         34,972         (8,988)

The Company's increase in net income in 1999 is due to the following reasons:
The gross margin on sales in 1999 was 41.1% compared to 40.0% in 1998, which
is attributable to lower material and overhead costs, offset by higher labor
cost.  Income from operations in 1999 was 1.17% compared to 0.04% in 1998.
The higher income from operations is due to higher gross margin and lower
sales and marketing expenses offset by increased research and development
costs.  Gain/(Loss) on sale of stock is approximately $17,000 lower in fiscal
year 1999. Other income is approximately $29,000 higher in fiscal year 1999,
due in part to gains on the disposal of assets.  Interest expense decreased by
approximately $32,000 due to the reduction of corporate debt.  Income taxes
are approximately $44,000 more in fiscal year 1999 due to higher income.

Gross Margins

Overall gross margins for the past two years are reflected as follows:

                                                   As of April 30
                                                   --------------
                                                   1999      1998
                                                   ----      ----
     Gross margin                                    41%       40%

The increase in gross margin from 1998 to 1999 was due to lower material
(2.5%) and overhead (1.1%) costs, partially offset by higher labor (2.2%) and
warranty costs (0.2%).  Management believes investments made in 1999 will make
manufacturing more efficient in the future.
                                  Page 9 of 36
<PAGE>
Selling Expense

The Company incurred the following selling expenses as a percent of sales:

                                                   As of April 30
                                                   --------------
                                                   1999      1998
                                                   ----      ----
     Selling expense                                 22%       24%

Selling expense decreased by approximately $224,000 and as a percent to sales.
The savings were achieved in part due to a decrease in sales subject to
commissions and a move from regional sales managers to a direct sales force.
In the future, management expects to continue to promote the Company's
products through increased direct sales activities, industry trade shows,
advertising in trade journals and telemarketing.

General and Administrative

General and administrative expense for the Company as a percent of sales for
the past two years is as follows:

                                                   As of April 30
                                                   --------------
                                                   1999      1998
                                                   ----      ----
     General and administrative expense              10%       10%

General and administrative expenses in fiscal year 1999 were similar to the
prior year as a percent of sales.  Actual expenses were approximately $28,000
lower in fiscal year 1999, due to lower bad debt, labor and various other
expenses, partially offset by higher depreciation expense.  Although no
assurances can be made, management intends in the future for general and
administration expenses not to increase as quickly as sales.

Research and Development

Research and development expense as a percent of the Company's sales over the
past two years is:

                                                   As of April 30
                                                   --------------
                                                   1999      1998
                                                   ----      ----
     Research and development expense                 8%        6%

Research and development expenses increased approximately $186,000 in fiscal
year 1999, due to higher new product development costs.  Management intends in
the future to continue product development activities; while continuing to
perform value engineering to lower product cost and improve product quality.
There is no assurance that the new product development activities will result
in additional sales for the Company.

Gains/(Losses) on Sale/Exchange of Stock

The Company recognized losses from the sale of stock, from investments, of
approximately $7,000 in fiscal year 1999 compared to gains of approximately
$10,000 in fiscal year 1998.

Interest Rates

The outstanding borrowed amounts, the interest expense, and the effective
interest rates, are shown below for the past two years:

                             As of April 30
                             --------------
                            1999        1998
                            ----        ----
     Amount Borrowed          $0          $0
     Interest Expense         $0     $32,844
     Interest Rates          0.0%        7.8%

                                  Page 10 of 36
<PAGE>
As a result of the conversion of $353,790 in debt into 345,766 shares of EMCO
common stock in April 1998, the Company had no outstanding debt at April 30,
1998.   The Company did not borrow any money in fiscal year 1999.

Income Taxes

Income taxes as a percentage of pre-tax income are depicted below:
                                                   As of April 30
                                                   --------------
                                                   1999      1998
                                                   ----      ----
    Income tax (benefit)expense                      15%      (12%)

Please see Note 8 of the Notes to Financial Statements for a discussion of the
reasons income taxes have varied.

Trends

Most of the Company's sales (approximately 72%) are generated in the United
States.  Therefore, the health of the U.S. economy has a significant impact on
the Company.  However, the Company has such a small share of the total market
currently that management believes the Company can continue to grow despite
the fluctuations in the domestic economy.  While the Company generates
approximately 28% of sales internationally, management believes that the
Danfoss marketing arrangement, (in which Danfoss markets and distributes the
Company's Vortex PhD flowmeter in Europe and around the world), and an
improved Asian economy, along with continued sales emphasis in developing
nations, could result in increased international sales beyond the current 28%
in the near future.  Management can make no assurances, however, that the
Danfoss marketing agreement, and the economic and political conditions of the
U. S., Asian, European and developing countries will result in increased sales
in the future.

The Company has a diverse product mix.  Therefore, it is unlikely that any
single current competitor could have a decidedly negative impact on EMCO.  The
Company is able to address a number of different markets with a variety of
products and technologies.  Therefore, the Company's product market risk is
also lower than many companies with less diverse product lines in the flow
measurement industry.

In recent years the Company has developed a new product line for the
commercial water market.  The Company is also using excess capacity for
contract manufacturing of surface mount electronics board assembly.  Revenues
for these products and services, although increasing rapidly, remain a small
part of the Company's total revenues.

The Company intends to continue to devote resources to new product
development.  However, there are no assurances that the new product
development costs will result in additional sales for the Company.

Finally, the Company has eliminated debt as of the end fiscal year 1998.
During fiscal year 1999 the Company established a line of credit with Norwest
Bank Colorado, N.A.  In light of these events, management feels it has reduced
its exposure to developments that might impact capital markets and the
availability of capital.

Although it can make no assurances, the Company knows of no and does not
anticipate any events to cause material changes in the revenue/cost
relationship in the foreseeable future.
                                  Page 11 of 36
<PAGE>
Year 2000 Compliance

Many computer systems were designed using only two digits to designate years.
These systems may not be able to distinguish the Year 2000 from the Year 1900
(commonly known as the `Year 2000 Problem').    The Company replaced its
inventory and financial software in fiscal year 1998 with a system, which is
Year 2000 compliant.   The Company has evaluated its other internal-use software
and hardware for Year 2000 compliance, and has implemented a plan to replace all
non-compliant items either through upgrade or replacement.  The planned
completion date for this task is September 30, 1999, and the cost of these
upgrades/replacements is anticipated to be approximately $60,000.

The Company may be vulnerable to the failure of other companies to be Year 2000
compliant.  The Company has begun the assessment of whether third parties with
whom the Company has material relationships are Year 2000 compliant.  The
Company is also evaluating its vendors and suppliers to determine if there would
be a material effect on the Company's business if they do not become Year 2000
compliant.  The same analysis is also being made for significant customers.

The Company's products do not use time/date logic for internal sequencing or
calculation, and therefore the Company believes its products are Year 2000
compliant.

Although management does not expect Year 2000 issues to have a material impact
on its business or future results of operation, there can be no assurance that
there will not be interruptions of operations or other system functionality
limitations or that the Company will not incur significant costs to avoid such
interruptions or limitations.

                                  Page 12 of 36
<PAGE>
ITEM 8.  FINANCIAL STATEMENTS


The following financial statements of Engineering Measurements Company are
found on Pages 15 through 29.

                                                           Page
Report of Independent Certified Public Accountants         14
Balance Sheets-April 30, 1999 and 1998                     15,16
Statements of Income -Years Ended
 April 30, 1999, and 1998                                  17
Statements of Changes in Stockholders'
Equity-Years Ended April 30, 1999, and 1998                18
Statements of Cash Flows-Years Ended
 April 30, 1999, and 1998                                  19
Notes to Financial Statements                              20-28

                                  Page 13 of 36
<PAGE>


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS




To the Stockholders and Board of Directors
  of Engineering Measurements Company

We  have  audited  the  accompanying balance sheets of Engineering  Measurements
Company  (a Colorado corporation) as of April 30, 1999 and 1998, and the related
statements of income, stockholders' equity and cash flows for each of the  years
then  ended.  These financial statements are the responsibility of the Company's
management.   Our  responsibility is to express an opinion  on  these  financial
statements based on our audits.

We   conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing  the  accounting  principles used and significant  estimates  made  by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In  our  opinion, the financial statements referred to above present fairly,  in
all  material  respects,  the  financial position  of  Engineering  Measurements
Company as of April 30, 1999 and 1998, and the results of its operations and its
cash  flows  for  each  of  the years then ended, in conformity  with  generally
accepted accounting principles.


GRANT THORNTON LLP



Denver, Colorado
June 14, 1999

                                  Page 14 of 36
<PAGE>

                      ENGINEERING MEASUREMENTS COMPANY
                              BALANCE SHEETS

                                  ASSETS

                                                 April 30, 1999   April 30, 1998
                                                 --------------   --------------
Current assets
  Cash and cash equivalents                           $697,697         $940,687
  Accounts receivable, net of allowance
   for doubtful accounts and allowance for
   sales returns of $75,990 at April 30, 1999
   and $88,213 at April 30, 1998                     1,094,954        1,410,785
  Short-term investments                               556,288          557,080
  Inventories                                        1,667,011        1,237,051
  Prepaid expenses                                      31,757           29,194
  Income taxes receivable                                    0           45,695
  Other receivables                                      2,376            3,671
  Deferred income taxes                                260,649          232,596
                                                     ---------        ---------
         Total current assets                        4,310,732        4,456,759
                                                     ---------        ---------
Property and equipment, at cost
  Land                                                 568,940          568,940
  Building & improvements                            1,624,950        1,619,595
  Vehicles                                              22,196           22,196
  Machinery and equipment                            4,099,524        3,514,185
  Office furniture and fixtures                      1,301,489        1,197,821
                                                     ---------        ---------
                                                     7,617,099        6,922,737
  Less accumulated depreciation                     (4,725,996)      (4,409,773)
                                                     ---------        ---------
         Net property and equipment                  2,891,103        2,512,964
                                                     ---------        ---------
Other assets
  Note receivable                                      138,920           46,765
  Other assets, net of amortization                    132,351          149,233
                                                     ---------        ---------
Total other assets                                     271,271          195,998

TOTAL ASSETS                                        $7,473,106       $7,165,721
                                                    ==========       ==========
  The accompanying notes are an integral part of these financial statements.
                                  Page 15 of 36
<PAGE>

                      ENGINEERING MEASUREMENTS COMPANY
                         BALANCE SHEETS (Continued)

                    LIABILITIES AND STOCKHOLDERS' EQUITY


                                                 April 30, 1999   April 30, 1998
                                                 --------------   --------------
Current liabilities
  Accounts payable                                    $320,853         $462,220
  Accrued compensation                                 278,238          272,235
  Other accrued liabilities                            372,218          308,332
                                                     ---------        ---------
         Total current liabilities                     971,309        1,042,787
                                                     ---------        ---------
Long-term liabilities
  Deferred income taxes                                220,500          189,700
                                                     ---------        ---------
         Total long-term liabilities                   220,500          189,700
                                                     ---------        ---------

Stockholders' equity
  Common stock, $.01 par value;
    5,000,000 shares authorized;
    4,232,774 shares issued at April 30, 1999,
    4,172,599 shares issued at April 30, 1998,
    4,042,374 shares outstanding at April 30, 1999,
    3,982,199 shares outstanding at April 30, 1998,     42,328           41,726
  Capital in excess of par value                     2,650,332        2,487,368
  Accumulated other comprehensive income               (38,711)         (26,270)
  Retained earnings                                  4,257,047        4,060,109
  Treasury stock at cost; 190,400 shares at
    April 30, 1999, and April 30, 1998                (629,699)        (629,699)
                                                     ---------        ---------
         Total stockholders' equity                  6,281,297        5,933,234
                                                     ---------        ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY          $7,473,106       $7,165,721
                                                    ==========       ==========
   The accompanying notes are an integral part of these financial statements.

                                  Page 16 of 36
<PAGE>
                       ENGINEERING MEASUREMENTS COMPANY

                            STATEMENTS OF INCOME


                                         Year Ended April 30,
                                         1999            1998
                                         ----            ----
Sales                                 $9,694,913      $9,862,297
Cost of sales                          5,711,006       5,921,450
                                       ---------       ---------
Gross margin on sales                  3,983,907       3,940,847
                                       ---------       ---------
Operating expenses:
  Selling                              2,142,086       2,366,339
  General and administrative             937,873         966,245
  Research and development               790,252         604,167
                                       ---------       ---------
Total operating expenses               3,870,211       3,936,751
                                       ---------       ---------
Income from operations                   113,696           4,096
                                       ---------       ---------
Other income/(expense):
  Gain/(loss) on sale of stock            (6,574)         10,620
  Interest expense                          (266)        (32,844)
  Interest and dividend income            93,237          95,491

  Other income                            31,817             694
                                         -------         -------
Total other income                       118,214          73,961

Income before
  income taxes                           231,910          78,057

Income tax provision/(benefit)            34,972          (8,988)
                                        --------         -------
Net income                              $196,938         $87,045
                                        ========         =======
Other comprehensive income
   Unrealized holding gain/(loss)        (12,441)          4,139
                                        --------         -------
Comprehensive income                    $184,497         $91,184
                                        ========         =======
Net earnings per share                     $0.05           $0.02

Net earnings per share on
a fully diluted basis                      $0.05           $0.02

                                       =========       =========
Weighted average number of
  shares outstanding                   4,021,729       3,651,138
                                       =========       =========
The accompanying notes are an integral part of these financial statements.
                                  Page 17 of 36
<PAGE>
                      ENGINEERING MEASUREMENTS COMPANY
                          STATEMENTS OF CASH FLOWS:
                                                    Year Ended April 30,
                                                    --------------------
Increase/(Decrease) in cash                         1999            1998
Cash flows from operating                           ----            ----
activities:
  Net income                                      $196,938         $87,045
  Adjustments to reconcile net income to
    net cash provided by operating activities
  Depreciation and amortization                    479,642         474,158
  Deferred tax provision/(benefit)                  10,700          (9,300)
  Provision for doubtful accounts                  (12,223)         27,109
  (Gain)/Loss on sales of investments                6,574         (10,620)
  (Gain)/Loss on disposal of assets                 (9,600)           (695)
  Stock compensation                                 3,000               -
  Changes in assets and liabilities-
    Receivables                                    329,349         178,603
    Inventories                                   (429,960)         19,546
    Income taxes receivable and
     prepaid expenses                               43,132         109,804
    Accounts payable and accrued liabilities       (71,478)       (85,599)
                                                  --------       ---------
Net cash provided/(used) by
operating activities                               546,074         790,051
                                                  --------       ---------
Cash flows from investing activities:
  Capital expenditures, net                       (834,604)      (680,499)
  Expenditures for intangible assets                (6,295)       (63,394)
  Expenditures for note receivable                 (92,155)       (46,765)
  Investment purchases                          (1,277,561)     (1,793,573
  Proceeds from sale of investments              1,251,385       2,158,622
  Proceeds from sale of fixed assets                 9,600           3,500
                                                 ---------       ---------
Net cash provided by/(used) in
investing activities                              (949,630)       (422,109)
                                                 ---------       ---------
Cash flows from financing activities:
  Payments of long and short term debt                   -         (64,592)
  Proceeds from exercise of stock options          160,566          89,500
                                                 ---------       ---------
Net cash used in financing activities              160,566          24,908
                                                 ---------       ---------
Net increase/(decrease) in cash
 and cash equivalents                             (242,990)        392,850
Cash and cash equivalents at
 beginning of  period                              940,687         547,837
                                                  --------        --------
Cash and cash equivalents at end of period        $697,697        $940,687
                                                  ========        ========
Supplemental disclosure of cash
flow information:
  Cash paid during period for--
    Interest                                      $    266        $ 34,673
    Income taxes                                     3,428           6,684

Supplemental disclosure for non cash items:
   Conversion of stockholder debt to equity       $      -        $353,790
   Stock compensation                             $  3,000        $      -
         The accompanying notes are an integral part of these statements.
                                  Page 18 of 36
<PAGE>
<TABLE>
                             ENGINEERING MEASUREMENTS COMPANY
                      STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                                                                  Accumulated
                                                    Capital in       Other
                                   Common Stock     Excess of    Comprehensive   Retained    Treasury
                                 Shares  Par Value  Par value        Income      Earnings      Stock
                                 ------  ---------  ---------        ------      --------      -----
<S>                            <C>         <C>      <C>             <C>         <C>         <C>
Balance at April 30, 1997      3,687,891   $36,879  $2,048,925      ($30,409)   $3,973,064  ($629,699)

 Net income                                                                       87,045
 Loans converted to stock        432,208     4,322     349,468
 Stock Options
   Exercised                      52,500       525      88,975
Unrealized holding gains                                               4,139
                               ---------   -------  ----------      --------    ----------  ---------
Balance at April 30, 1998      4,172,599   $41,726  $2,487,368      ($26,270)   $4,060,109  ($629,699)

 Net income                                                                        196,938
 Stock Options
   Exercised                      59,538       596     159,970
 Stock Compensation                  637         6       2,994
Unrealized holding (losses)                                         (12,441)

                               ---------   -------  ----------     ---------    ----------  ---------
Balance at April 30, 1999      4,232,774   $42,328  $2,650,332     ($38,711)    $4,257,047  ($629,699)
                               =========   =======  ==========     =========    ==========  ==========
</TABLE>

   The accompanying notes are an integral part of these financial statements.
                                  Page 19 of 36
<PAGE>
                           ENGINEERING MEASUREMENTS COMPANY

                            Notes to Financial Statements

1. Organization and Business

Engineering Measurements Company (EMCO or the Company) designs, manufactures,
and markets electronic and electro-mechanical instruments (flowmeters) for
measuring the flow of liquids, steam and gases. The Company sells products for
energy utility flow measurement (particularly steam metering), but it also has
products capable of measuring most types of process fluids, as well as fuel oils
and natural gas. Utilizing a network of distributors and commissioned sales
representatives, the Company markets flowmeters worldwide. (See Note 9 to the
Financial Statements).

2. Summary of Significant Accounting Policies

Inventories

Inventories are stated at the lower of cost or market determined by the first-
in, first-out method.

Investments

Investments in debt and qualifying equity securities are classified as either
held-to-maturity, trading or available-for-sale.  Held-to-maturity investments
are debt securities that the Company has the positive intent and ability to hold
to maturity.  These investments are recorded at amortized cost.  Debt and equity
securities purchased for the purpose of resale in the near term are classified
as trading investments and are recorded at fair value.  Unrealized gains or
losses on these investments are included in earnings of the current period.
Other debt and equity securities that are not categorized as held-to-maturity or
trading are classified as available-for-sale and reported at fair value.
Unrealized gains or losses on these securities are reported as a separate
component of stockholders' equity, net of applicable income tax expense or
benefit.  All of the debt and qualifying equity securities of the company are
considered available-for-sale.

Depreciation and Amortization

Depreciation of property and equipment is provided on the straight-line method
over the following estimated useful lives:

         Building and improvements               10-25 years
         Vehicles                                  3-8 years
         Machinery and equipment                  5-10 years
         Office furniture and                      4-8 years
         fixtures

Warranty

An  estimated  liability for warranty costs, based on Management's  estimate  of
future warranty costs, is recorded in the year in which sales are made.

Earnings Per Share

Primary earnings per share are based on the weighted average number of shares
outstanding during the year. Diluted earnings per share are based on the
assumption that all diluted potential common shares are dilutive stock options
that were converted at the beginning of the year.
                                  Page 20 of 36
<PAGE>
The Company's common stock was split five-for-four in the form of a stock
dividend. All shares, stock option data, and earnings per share amounts have
been restated to give effect to this stock dividend.

                                          For the Year Ended April 30, 1999
                                          Income        Shares      Per-Share
                                        (Numerator)  (Denominator)   Amount
                                        -----------  -------------  ---------
Net Income                               $196,938
                                         ========
Basic EPS
Net Income available to common
stockholders                             $196,938      4,021,729      $0.05

Effect of Dilutive Securities
Options                                         -         80,832

Diluted EPS
Income available to stockholders plus    --------      ---------      -----
assumed conversions                      $196,938      4,102,561      $0.05
                                         ========      =========      =====


                                          For the Year Ended April 30, 1998
                                          Income        Shares      Per-Share
                                        (Numerator)  (Denominator)   Amount
                                        -----------  -------------  ---------
Net Income                                $87,045
                                          =======
Basic EPS
Net Income available to common
stockholders                              $87,045      3,651,138      $0.02

Effect of Dilutive Securities                   -              -
                                          -------      ---------      -----
Diluted EPS                               $87,045      3,651,138      $0.02
                                          =======      =========      =====


Cash Equivalents

For  purpose of the statements of cash flows, the Company considers  all  highly
liquid cash investments with original maturity dates of three months or less  to
be cash equivalents.

Reclassifications

Certain  reclassifications have been made to conform  prior  year's  information
with the current year presentation.

Use of Estimates

In   preparing  financial  statements  in  conformity  with  generally  accepted
accounting  principles, management is required to make estimates and assumptions
that  affect  the reported amounts of assets and liabilities, the disclosure  of
contingent  assets and liabilities at the date of the financial statements,  and
the  reported  amounts  of revenues and expenses during  the  reporting  period.
Actual results could differ from those estimates.
                                  Page 21 of 36
<PAGE>
Comprehensive Income

The company adopted Statement of Financial Accounting Standards No. 130 (SFAS
130), Reporting Comprehensive Income. SFAS 130 establishes standards for the
reporting and display of comprehensive income and its components.

3. Investments

The Company classifies debt and equity securities as available-for-sale
securities.  Available-for-sale securities are measured at fair value, with net
unrealized gains and losses reported in equity.

The amortized cost, unrealized gains and losses, and fair values of the
Company's available-for-sale securities held at April 30, 1998 and 1999 are
amortized as follows:

                                  Gross      Gross       Gross
                                Amortized  Unrealized  Unrealized    Fair
                                  Cost       Gains       Losses      Value
                                ---------  ----------  ----------  --------
Available-for-sale securities
   Equity securities             $75,016     $1,610           -     $76,626
   Debt securities               525,130          -     $44,676     480,454
                                --------     ------     -------    --------
April 30, 1998                  $600,146     $1,610     $44,676    $557,080
                                ========     ======     =======    ========
Available-for-sale securities
   Equity securities            $387,004     $1,134     $32,031    $356,107
   Debt securities               232,744          -      32,563     200,181
                                --------     ------     -------    --------
April 30, 1999                  $619,748     $1,134     $64,594    $556,288
                                ========     ======     =======    ========


The following table lists the maturities of debt securities held at April 30,
1999 classified as available-for sale:

                                          Estimated
                                          Amortized
                                             Cost      Fair Value
                                          ---------    ----------
Due in one year or less                    $100,002     $100,000
Due after one year through five years       132,742      100,181
                                           --------     --------
                                           $232,744     $200,181
                                           ========     ========

Proceeds on sales of securities classified as available-for-sale were $1,251,385
in  fiscal  year  1999, compared to $2,158,622 in fiscal year  1998.   Gains  of
$48,810  and  losses  of  $55,384 were realized on these  sales  for  1999,  and
$284,174  in  gains  and  $273,554 of losses for 1998.   The  Company  uses  the
specific identification method to determine cost of securities sold.

                                  Page 22 of 36
<PAGE>
4. Inventories

Inventories are as follows:

                                             April 30
                                        1999          1998
                                    ----------    ----------
Raw material and work-in-process    $1,263,617    $1,115,210
Finished goods                         403,394       121,841
                                    ----------    ----------
                                    $1,667,011    $1,237,051
                                    ==========    ==========

5. Note Receivable

The Company has a note receivable of $138,920 with an unaffiliated third party
to provide financing in the development of a new flowmeter technology.  The note
has a 6% interest rate and is payable upon demand or upon termination of the
loan agreement. The Company exercised the option to purchase the undivided one-
half interest of the developed technology for the balance of the receivable
during May, 1999.


6. Short-term Debt

The Company signed a line of credit for up to $500,000 with Norwest Bank
Colorado NA, secured by accounts receivable on October 27, 1998.  The line of
credit matures on September 30, 1999, and has an interest rate of 7.75%, equal
to Norwest Bank's prime rate.  The Company has not utilized the line of credit.

7. Long-term debt

Two prime plus 2% loans from Charles E. Miller, an officer, director and
stockholder of the Company were paid in full during fiscal year 1998.

One  note  was  collateralized by inventory, accounts and notes  receivable  and
fixed  assets.  In addition, up to 40% of the loan advances could  be  converted
into  the  Company's  common  stock at the  option  of  the  note  holder.   The
conversion prices were at 75% of the bid price for the Company's common stock on
the  date of each advance under the loan agreement and ranged from $.61 to $2.25
per  share.   During fiscal year 1998,  $252,538 of the loan was converted  into
280,674 shares of common stock.

The  other  note  was collateralized by inventory, accounts and notes receivable
and  fixed assets.  Up to 40% of the loan advances could be converted  into  the
Company's common stock at the option of the note holder.  The conversion  prices
were at 100% of the bid price for the Company's common stock on the date of each
advance  under  the  loan agreement and ranged from $1.38 to  $2.13  per  share.
During  fiscal year 1998, $101,252 of the loan was converted into 65,092  shares
of common stock.

The Company had no long-term debt during the year ended April 30, 1999.

8.  Income Taxes

The Company accounts for income taxes under the liability method.  Deferred
taxes are provided based upon the tax rate at which items of income and expense
are expected to be settled in the Company's tax return.
                                  Page 23 of 36
<PAGE>
The following is a summary of the provision (benefit) for income taxes:

                               Year Ended April 30,
                               --------------------
                                1999          1998
                                ----          ----
Current provision (benefit)
Federal                       $21,292          $312
State                           2,980             0
                              -------          ----
                              $24,272          $312
                              =======          ====
Deferred provision (benefit)
Federal                        $9,180       ($8,100)
State                           1,520        (1,200)
                              -------       -------
                              $10,700       ($9,300)
                              =======       =======
Total provision (benefit)
Federal                       $30,472       ($7,788)
State                           4,500        (1,200)
                              -------       -------
                              $34,972       ($8,988)
                              =======       =======

The provision for income taxes differs from the amount determined by applying
the statutory rate to income before taxes, due to the following reasons:

                                            Year Ended April 30
                                            -------------------
                                             1999         1998
                                             ----         ----
Income taxes at statutory rate             $88,100      $29,700
Permanent tax  differences                 (21,500)     (40,900)
Change in estimate of prior year accrual   (29,321)         -
Other                                       (2,307)       2,212
                                           -------      -------
Income tax expense(benefit)                $34,972      ($8,988)
                                           =======      =======
                                  Page 24 of 36
<PAGE>
Components of deferred tax assets and liabilities.

                                               April 30,
                                               ---------
                                           1999         1998
Assets                                     ----         ----
  Reserve for bad debt                    $30,000      $34,000
  Inventory cost capitalization             9,000       11,000
  Reserve for obsolete inventory           75,000       66,000
  Book basis of stock less than tax basis  35,000       24,000
  Accrued compensation                          0        8,000
  Investments stated at market             25,000       17,000
  Reserve for warranty costs               21,000       16,000
  Vacation accrual                         47,000       43,000
  Other                                    18,649       13,596
                                          -------      -------
                                         $260,649     $232,596


Liabilities
   Accelerated depreciation              (220,500)    (189,700)
                                         --------     --------

    Net Asset                             $40,149      $42,896
                                          =======      =======

Included in the Company's balance sheets as follows:

                                                April 30,
                                                ---------
                                            1999         1998
                                            ----         ----
Current assets                           $260,649     $232,596
Long-term liabilities                    (220,500)    (189,700)
                                         --------     --------
 Net Asset                                $40,149      $42,896
                                          =======      =======

9.  Foreign Sales

The  Company had foreign sales of 27.8% and 30.1% of total sales in  the  fiscal
years ended April 30, 1999 and 1998 respectively. The breakdown of foreign sales
for fiscal years 1999 and 1998, in dollars and percent of total sales are:

                         Year ended April 30,
                         --------------------
                       1999                1998
                       ----                ----
Europe          $1,580,000 16.3%    $1,918,000 19.4%
Asia               755,000  7.8%       434,000  4.4%
Other              356,000  3.7%       617,000  6.3%


10.  Stock Option Plans

The  1991  Nonemployee Director Stock Plan authorized 200,000 shares, while  the
1991  Incentive Plan authorized 600,000 shares.  During fiscal year  1998,  EMCO
                                  Page 25 of 36
<PAGE>
terminated the 1991 Nonemployee and Incentive Plans and adopted a new plan,  the
1997  Incentive Plan with 625,000 shares authorized.  The Company issued options
for  30,000  shares  under the plan in fiscal year 1998 and  164,375  shares  in
fiscal year 1999.

A summary of stock option transactions follows:

                                         1999                1998
                                   ------------------  ------------------
                                             Weighted            Weighted
                                             Average             Average
                                             Exercise            Exercise
                                    Shares     Price    Shares    Price
                                   -------   -------   -------   --------
Options  outstanding May 1, ...    246,595     $2.86   269,095    $2.37
Granted ...                        164,375     $4.00    30,000    $5.20
Canceled                           (56,250)    $2.72         0
Exercised ...                      (59,538)    $2.70   (52,500)   $1.68
                                   -------     -----   -------    -----
Options  outstanding April 30,     295,182     $3.55   246,595    $2.86
                                   =======             =======


Weighted  average fair value of options granted during the year ended April  30,
1999 and April 30, 1998 is $ 2.34 and $ 3.83 per share respectively.

The following information applies to options outstanding at April 30, 1999:

                     Options Outstanding                Options Exercisable
              ----------------------------------    -------------------------
                            Weighted
                            average     Weighted                    Weighted
                           remaining    average                     average
                Number     contractual  exercise        Number      exercise
              outstanding  life(years)    price      exercisable      price
              -----------  -----------  --------     -----------   ---------
Range of
exercise
prices

$2.00 - $3.00     31,250       0.91       $2.14         31,250       $2.14
$3.01 - $4.50    208,932       3.90       $3.35        152,682       $3.13
$4.50 - $6.75     55,000       8.63       $4.54         55,000       $4.54
                 -------                               -------
                 295,182                               238,932
                 =======                               =======

Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation", encourages, but does not require companies to record compensation
cost for stock-based employee compensation plans at fair value.  The company has
chosen  to  continue to account for stock-based compensation using the intrinsic
value  method  prescribed  in  Accounting  Principles  Board  Opinion  No.   25,
"Accounting  for  Stock  Issued  to  Employees",  and  related  interpretations.
Accordingly, compensation cost for stock options is measured as the  excess,  if
any, of the quoted market price of the Company's stock at the date of grant over
the amount an employee must pay to acquire the stock.
                                  Page 26 of 36
<PAGE>
Had  compensation cost for the plan been determined based on the fair  value  of
the  options at the grant dates consistent with the method of SFAS No. 123,  the
Company's net earnings and earnings per share would have been:

                                                   1999       1998
Net income                                       -------     ------
  As reported                                    196,938     87,045
  Pro forma - net of deferred tax benefit         81,520     81,440


Primary earnings per share
  As reported                                      $0.05      $0.02
  Pro forma                                        $0.02      $0.02


These  pro forma amounts may not be representative of future disclosures because
they  do  not take into effect pro forma compensation expense related to  grants
made  before  the  fiscal year ended April 30, 1996.  The fair  value  of  these
options  was  estimated  at  the date of grant using the  Black-Scholes  option-
pricing model with the following weighted average assumptions for 1999 and 1998:

       Expected life (years)....       6.485
       Risk-free interest rate..      5.800%
       Volatility...............     42.426%

The Black Scholes option valuation model was developed for use in estimating the
fair  value of traded options which have no vesting restrictions and  are  fully
transferable.  In addition, option valuation models require the input of  highly
subjective  assumptions including the expected stock price volatility.   Because
the   Company's   employee  stock  options  have  characteristics  significantly
different  from  those of traded options, and because changes in the  subjective
input assumptions can materially affect the fair value estimate, in management's
opinion,  the  existing  models do not necessarily  provide  a  reliable  single
measure of the fair value of its employee stock options.

11. Employee Benefit Plan

The  Company  implemented a 401(k) Retirement Plan in July 1993.  Employees  may
join  the plan after one year of service, providing they are 21 years or  older.
The  Company has a 5 year vesting schedule on the plan.  The Company  match  for
the fiscal years ending 1999 and 1998 was $22,360 and $19,468, respectively.

12. Major Customer

The Company sells a significant portion of its product to one customer.  During
fiscal years 1999 and 1998, sales to that customer aggregated $902,502 and
$1,161,502, respectively.
                                  Page 27 of 36
<PAGE>
13. Fair Market Value of Financial Instruments

Estimated fair value of financial instruments held for purposes other than
trading are as follows as of April 30:

                                      1999                1998
                                      ----                ----
                              Carrying    Fair     Carrying    Fair
                                Value     Value      Value     Value
                              --------  --------   --------  --------
   Cash and cash equivalents  $697,697  $697,697   $940,687  $940,687
   Short-term investments      556,288   556,288    557,080   557,080
   Note receivable             138,920   138,920     78,483    78,483

The following methods and assumptions were used to estimate the fair market
value of each class of financial instruments for which it is practicable to
estimate that value.

 Cash, Cash Equivalents, and Note Receivable

 The carrying amount approximates fair value because of the short maturity of
 those instruments.
                                  Page 28 of 36
<PAGE>
ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

 None


PART  III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY; COMPLIANCE WITH SECTION
16(a) OF THE EXCHANGE ACT.

The  following table sets forth the name and age of each Director and  Executive
Officer  of  the Company, indicating all positions and offices with the  Company
presently held by him, and the period during which he has served as such:

                         Year
                      Elected as    Position, Date first held
Name of Director      Director or   and Principal Occupation
  or Officer      Age Officer       (For Past Five Years)
----------------- --- -----------   -------------------------
Charles E. Miller  61    1967       Chief    Executive   Officer,    President,
                                    Director   and  Chairman  of   the   Board,
                                    previously  President from  1967  to  1987;
                                    Member  of  the  Board of  Director  Option
                                    Committee .

Saeid Hosseini     36    1995       Vice  President  of  Sales  and  Marketing.
                                    Previously National Sales Manager,  Product
                                    Line  Manager, and Manager of  Applications
                                    Engineering.  Employed by the  Company  for
                                    more than five years prior to this report.

Ken Teegardin      37    1997       Vice President of Operations.  Previously
                                    Director of Manufacturing since February
                                    1995.  Employed in a manufacturing
                                    management capacity at Johnson Yokogawa
                                    Corporation, Newnan, Georgia, which is not
                                    an affiliate of the Company, for more than
                                    five years prior to the date of this report.

William A. Ringer  65    1978       Director,   Member   of   the   Audit   and
                                    Compensation  Committees; Former  President
                                    of  Granville  Phillips  Company,  Boulder,
                                    Colorado, which is not an affiliate of  the
                                    Company.  Employed by Granville Phillips in
                                    an  executive capacity for more  than  five
                                    years prior to the date of this report.

Thomas G. Miller  52     1995       Director, Member of the Incentive Plan  and
                                    Compensation Committees; CEO and  physician
                                    of  College  Park  Family  Care  Center  of
                                    Overland  Park,  Kansas, which  is  not  an
                                    affiliate  of  the  Company.   Employed  by
                                    College  Park  Family  Care  Center  in  an
                                    executive capacity for more than five years
                                    prior to the date of this report.

Walter Kluck       71    1995       Director,    Member    of    the     Audit,
                                    Compensation,     and    Incentive     Plan
                                    Committees;      CEO     of      Industrial
                                    Representatives,  Inc.  of   Clifton,   New
                                    Jersey,  which is not an affiliate  of  the
                                    Company.     Employed     by     Industrial
                                    Representatives,  Inc.  in   an   executive
                                    capacity for more than five years prior  to
                                    the date of this report.
                                  Page 29 of 36
<PAGE>
The  Board  of  Directors has standing Audit, Compensation, and  Incentive  Plan
Committees.   Mr.  Ringer  and Mr. Kluck constitute the  members  of  the  Audit
Committee,  and  Messrs.  Thomas  Miller,  Ringer,  and  Kluck  serve   on   the
Compensation Committee.  Mr. Kluck and Mr. Thomas Miller serve on the  Incentive
Plan  Committee.  The Audit Committee reviews financial statements.   The  Audit
Committee  met  once  during  the  fiscal  year  ending  April  30,  1999.   The
Compensation Committee meets informally as required to recommend to the Board of
Directors  the  compensation to be paid to the officers of the  Company  and  to
recommend  to  the Board of Directors any other profit sharing and bonus  issues
that  may come before the Board of Directors.  The Incentive Plan Committee  and
the  Board  of  Director Option Committee administer the Incentive  Plan.   Such
Committees did not meet formally during the last fiscal year.

The  Board  of Directors held four meetings during the fiscal year ending  April
30, 1999.  All Directors attended all meetings of the Board of Directors and all
committees on which they serve.

All  Directors hold office until the next annual meeting of the shareholders  of
the Company or until their successors have been elected and qualified.  Officers
serve at the discretion of the Board of Directors and are elected annually.

None of the Directors have been involved in any litigation or bankruptcy during
the past five years.

Charles E. Miller, Thomas G. Miller and David S. Miller are brothers.  David
Miller is one of the Company's investment brokers.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section  16(a)  of  the Securities Exchange Act of 1934 requires  the  Company's
officers  and  directors,  and  persons who own  more  than  ten  percent  of  a
registered  class  of  the  Company's equity  securities,  to  file  reports  of
ownership  and changes in ownership with the Securities and Exchange Commission.
Officers,  directors and greater than ten-percent shareholders are  required  by
SEC regulation to furnish the Company with the copies of all Section 16(a) forms
they file.  Based solely on review of the copies of such forms furnished to  the
Company,  or written representations that no Forms 5 were required, the  Company
believes that during the last fiscal year, all Section 16(a) filing requirements
applicable  to  its officers, directors and greater than ten-percent  beneficial
owners were complied with.

                                  Page 30 of 36
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION

The  following table sets forth all cash compensation awarded to, earned by,  or
paid to the Company's Chief Executive Officer for services in all capacities  to
the  Company during the fiscal year ended April 30, 1999.  There were  no  other
executive officers of the Company who earned $100,000 or more during fiscal year
1999.

<TABLE>
                                 SUMMARY COMPENSATION TABLE

              Annual Compensation                           Long Term Compensation

                                                              Awards               Payouts
<S>          <C>   <C>        <C>         <C>         <C>         <C>          <C>      <C>
   (a)       (b)     (c)        (d)        (e)          (f)          (g)        (h)        (i)
                                          Other                   Securities            All
Name and                                  Annual      Restricted  Underlying   LTIP     Other
Principal                                 Compen-     Stock       Options/     Pay-     Compen-
Position     Year  Salary($)  Bonus($)    sation($)   Awards($)   SAR's(#)     outs($)  sation($)
---------    ----  --------   --------    ---------   ----------  ----------   -------  ---------
Charles E.   1997  $133,688     $2,651            0           0       12,500        0      $1,408
Miller,      1998  $135,000         $0      $67,500           0            0        0      $1,350
Chairman     1999  $135,000         $0            0           0            0        0      $1,350
Board
</TABLE>
Other Annual Compensation reflects the dollar value of the market price over the
exercise price on options exercised.

The  Securities Underlying Options reflects the five-for-four stock split that
occurred in October 1998.

Other Compensation reflects the matching portion of the Company's 401K plan.


                  Option/SAR Grants in Last Fiscal Year

                                      None.


Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR
                                 Values

         (a)            (b)           (c)            (d)             (e)

                                                 Number of
                                                 Securities       Value of
                                                 Underlying      Unexercised
                                                 Unexercised     In-the-Money
                                                 Options/SAR's   Options/SAR's
                                                 at FY-End (#)   at  FY-End ($)
                  Shares Acquired    Value       Exercisable/    Exercisable/
    Name          On Exercise (#)  Realized ($)  Unexercisable   Unexercisable
----------------- ---------------  ------------  -------------   --------------
Charles E. Miller              0           $0        13,594/0      $24,469/$0
                                                      6,250/0      $12,500/$0
                                                      6,250/0       $9,375/$0




         Long-term Incentive Plans - Awards in Last Fiscal Year

                                  None.
                                  Page 31 of 36
<PAGE>
Compensation of Directors

Directors who are not employees of the Company received an annual Director's fee
of $3,000.  This fee is paid whether or not the Director attends meetings of the
Board and its Committees.

In fiscal year 1999, stock options to purchase 75,000 shares were issued to the
outside directors.  Messrs. Ringer, Kluck and Thomas Miller were each issued
options to purchase 25,000 shares.

Employment Contracts and Termination of Employment and Change in Control
Arrangements.

Upon the occurrence of a Change in Control, each Option granted under the
Company's 1997 Incentive Plan and outstanding at such time shall become fully
and immediately exercisable and shall remain exercisable until its expiration,
termination or cancellation pursuant to the terms of the Plan.  A Change of
Control is where any person (who is not such a person on August 1, 1997) becomes
the "beneficial owner" directly or indirectly, of securities of EMCO
representing 35% or more of EMCO's outstanding securities.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth as of June 6, 1999, the number and percentage  of
the  Company's shares of Common Stock owned of record and beneficially  by  each
person  owning  more  than five percent (5%) of such Common  Stock  and  by  all
individual directors and officers and by all directors and officers as a group:

                    Name of          Amount and Nature   Percent
Title of Class  Beneficial Owner        of Ownership     of Class
--------------  ------------------   ------------------  --------
 Common Stock   Charles E. Miller         1,570,026 (1)    38.6

 Common Stock   William A. Ringer           123,625 (2)     3.0

 Common Stock   Saeid Hosseini               89,250 (3)     2.2

 Common Stock   David S. Miller             480,236 (4)    11.9

 Common Stock   Walter Kluck                 29,075 (5)     0.7

 Common Stock   Thomas G. Miller            458,874 (6)    11.3

 Common Stock   Ken Teegardin                37,500 (7)     0.9

All Directors and Officers as a Group
 (Six Persons)                            2,308,350        54.7


(1)  Record and Beneficial; includes 1,543,932 shares of common stock  owned
     directly; an option to purchase 26,094 shares of common stock under the
     1991 Incentive Plan; Mr. Miller has sole voting and investing power  on
     1,497,057 of the owned shares; the remaining 46,875 shares have  shared
     voting  and investment power.  Charles E. Miller's business address  is
     600 Diagonal Highway, Longmont, CO  80501.

(2)  Record and Beneficial; Mr. Ringer has sole voting and investment  power
     on  98,125  shares of the owned shares; the remaining 500  shares  have
     shared  voting and investment power.  Mr. Ringer also has an option  to
     purchase  25,000  shares  of common stock pursuant  to  the  1991  Non-
     Employee  Director Stock Plan. William A. Ringer's address is P.O.  Box
     1018, Wilson, WY 83014.

(3)  Record  and  Beneficial; includes 51,537 shares of common  stock  owned
     with  sole  voting and investment power; an option to  purchase  25,213
     shares  of common stock under the 1991 Incentive Plan and an option  to
     purchase 12,500 shares under the 1997 Incentive Plan.  Saeid Hosseini's
     business address is 600 Diagonal Highway, Longmont, CO 80501.
                                  Page 32 of 36
<PAGE>
(4)  Record  and Beneficial; includes 480,236 shares of common stock  owned.
     David  Miller has sole voting and investment power for 457,962  of  the
     shares;  the remaining 22,274 shares have shared voting and  investment
     power.   David S. Miller's business address is 420 E. Armour, N. Kansas
     City, MO 64166.

(5)  Record and Beneficial; includes 4,075 shares of common stock owned with
     sole  voting  and  investment power; and an option to  purchase  25,000
     shares of common stock under the 1991 Non-Employee Director Stock Plan.
     Walter Kluck's business address is P.O. Box 421, Clifton, NJ 07015.

(6)  Record and Beneficial; Mr. Miller has sole voting and investment  power
     on  429,937 of the owned shares; the remaining 3,937 shares have shared
     voting  and  investment power.  Mr. Miller has an  option  to  purchase
     25,000  shares  of  common stock under the 1991  Non-Employee  Director
     Stock Plan.  Thomas G. Miller's business address is 11725 W. 112th St.,
     Overland Park, KS  66210.

(7)  Record and Beneficial; includes an option to purchase 25,000 shares  of
     common  stock under the 1991 Incentive Plan and an option  to  purchase
     12,500 shares under the 1997 Incentive Plan.   Ken Teegardin's business
     address is 600 Diagonal Highway, Longmont, CO 80501.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Charles E. Miller, the Chairman and Chief Executive Officer of the Company,
converted $353,790 in loans from a stockholder into 345,766 shares of EMCO
common stock as provided in the loan agreement during the fiscal year ended
April 30, 1998.
                                  Page 33 of 36
<PAGE>
PART IV


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

(A)  Exhibits

Exhibit
  No.                                 Item
-------                               ----
  3     Articles of Incorporation and By-laws filed as Exhibits 2.1  and
        2.2,  respectively,  to  Registrant's Registration  No.  2-69601
        filed with the Commission and hereby incorporated by reference.

 3-1    Articles  of Amendment to Articles of Incorporation as filed  as
        Exhibit 3-1 to Registrant's 10-K for the fiscal year ended April
        30,  1988  filed with the commission and hereby incorporated  by
        reference.

 10-1   Loan  agreement between the Registrant and the Colorado National
        Bank  of Denver, dated September 1, 1989, filed as Exhibit  10-2
        to  Registrant's 10-K for the year ended April  30,  1990  filed
        with the Commission and hereby incorporated by reference.

 10-4   Loan  agreement  between the Registrant and Charles  E.  Miller,
        dated  April  9, 1990, filed as Exhibit 10-4  to  the  Company's
        Report on Form 10-K for the year ended April 30, 1992 and hereby
        incorporated by reference.

 10-5   Voting  Agreement,  Agreement and Plan of Merger,  Voting  Trust
        Agreement, Sale and Licensing Agreement, Amendment to  Sale  and
        Licensing  Agreement,  Manufacturing and  Lease  Agreement,  and
        Agreement  by  and  between  the Company,  Measurement  Auditors
        Company,   Marcum  Natural  Gas  Services,  Inc.,  and  Colorado
        National  Bank  of Denver incorporated herein  by  reference  to
        Exhibits 2.1, 2.2, 2.3, 2.4, 2.5, 2.6, and 2.7, respectively, to
        registrant's Form 8-K dated June 25, 1991.

 10-7   1991 Non-Employee Director Stock Plan, filed as Exhibit 10-7  to
        the  Company's Report on Form 10-K for the year ended April  30,
        1992 and hereby incorporated by reference.

 10-9   Delivery  Contract EMCO - Danfoss, Delivery Contract  Danfoss  -
        EMCO, and License Agreement, dated May 3, 1991; filed as Exhibit
        10-9  to  the Company's Report on Form 10-K for the  year  ended
        April 30, 1992 and hereby incorporated by reference.

10-10   Loan  agreement  between the Registrant and Charles  E.  Miller,
        dated  June  10, 1993; filed as Exhibit 10-10 to  the  Company's
        Report  on  Form 10-KSB for the year ended April 30,  1993,  and
        hereby incorporated by reference.

10-11   1991  Incentive  Plan filed as Exhibit 10-11  to  the  Company's
        Report  on  Form 10-KSB for the year ended April 30,  1993,  and
        hereby incorporated by reference.

10-12   Agreement,   dated   July  9,  1993,  among  Patrick   Petroleum
        Corporation  of  Michigan,  the Company  and  General  Metrology
        Company, filed as Exhibit 10-12 to the Company's Report on  Form
        10-Q  for  the  quarter  ended  October  31,  1993,  and  hereby
        incorporated by reference.

10-13   Amendment  to  License Agreement, and Delivery Contract  between
        Danfoss and EMCO, dated June 13, 1995, filed as Exhibit 10-13 on
        Form  10-KSB  for  the  year ended April 30,  1994,  and  hereby
        incorporated by reference.

10-15   1997  Incentive  Plan  as  Exhibit  A  to  the  Company's  Proxy
        Statement  for the Annual Meeting of Shareholders  held  October
        22,1997, filed on September 25, 1997, and hereby incorporated by
        reference.

10-16   Amendment  to  License Agreement, and Delivery Contract  between
        Danfoss and EMCO, dated October 6, 1998, filed as Exhibit  10-16
        on Form 10-KSB for the year ended April 30, 1999.

  21    List  of Registrant's Subsidiaries; filed as Exhibit 22  to  the
        Company's Report on Form 10-K for year ended April 30, 1992, and
        hereby incorporated by reference.
                                  Page 34 of 36
<PAGE>
  23    Consent  of  Grant Thornton to incorporate auditors report  into
        the Registrant's S-8.

  27    Financial Data Schedule for fiscal year ended April 30, 1999.

(B)  REPORTS ON FORM 8-K

No reports on Form 8-K were filed during the quarter ended April 30, 1999.
                                  Page 35 of 36
<PAGE>

                                   SIGNATURES



Pursuant  to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, Engineering Measurements Company has duly caused this report to  be
signed on its behalf by the undersigned, thereunto duly authorized.

                                        ENGINEERING MEASUREMENTS COMPANY



                                     By:/s/Charles E. Miller
                                        Charles E. Miller
                                        (President)






Date:  July 21, 1999

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





/s/Charles E. Miller                         /s/William A. Ringer
Charles E. Miller                            William A. Ringer
(Director, Principal Executive Officer,      (Director)
 Principal Financial Officer and             July 21, 1999
 Principal Accounting Officer)
 July 21, 1999





/s/Walter Kluck                              /s/Thomas G. Miller
Walter Kluck                                Thomas G. Miller
(Director)                                  (Director)
July 21, 1999                               July 21, 1999
                                  Page 36 of 36
<PAGE>


July 21, 1999

ENGINEERING MEASUREMENTS COMPANY
(NASDAQ SYMBOL: EMCO)
Fiscal Year 1999 Results
Corporate Contact: Charles E. Miller
                   (303) 651-0550


Longmont, Colorado: Engineering Measurements Company announced today net income
of  $196,938 ($.05 per share) for the fiscal year ended April 30, 1999.  This
compares to net income for the fiscal year ended April 30, 1998 of $87,045 ($.02
per share).  Sales for fiscal year 1999 were approximately $9.7 million, a 1.7%
decrease from last year's sales.

Income from operations for fiscal year 1999 was approximately $114,000, compared
to approximately $4,000 for the same period last year. The increase in income is
due primarily to lower cost of sales, and operating expenses.


     E N G I N E E R I N G  M E A S U R E M E N T S  C O M P A N Y
                           Operating Results
                         Year ended April 30,


                                         1999               1998
Net sales                             $9,694,913        $9,862,297

Income from operations                   113,696             4,096

Other income                             118,214            73,961

Income before taxes                      231,910            78,057

Income tax expense/(benefit)              34,972            (8,988)

Net income                              $196,938           $87,045

Net earnings per share                      $.05              $.02

Number of shares outstanding           4,021,729         3,651,138