UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
                            FORM 10-K
(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    For the fiscal year ended September 27, 1998
                               OR
                                
[  ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

    For the transition period from     to
                                  ----    ----

Commission file number 0-19717

                         WPI GROUP, INC.
                         ---------------
     (Exact Name of Registrant as Specified in Its Charter)
                                
New Hampshire                        02-0218767
-------------                        ----------
(State or other jurisdiction of      (I.R.S. Employer
incorporation or organization)        Identification Number)

1155 Elm Street, Manchester, New Hampshire    03101
------------------------------------------    -----
(Address of principal executive offices)     (Zip Code)

Registrant's telephone number: (603) 627-3500
                               --------------
Securities registered under Section 12(b) of the Act: None
                                                      ----
Securities registered under Section 12(g) of the Act:
Common Stock, par value $.01 per share
--------------------------------------
(Title of Class)

Indicate  by  check mark whether the registrant (1) filed all  reports
required  to  be filed by Section 13 or 15(d) of the Exchange  Act  of
1934 during the past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes   X  No
      -     -
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the registrant's knowledge, in definitive
proxy  or information statements incorporated by reference in  Part
III of this Form 10-K or any amendment to this Form 10-K [ X ]

As of December 7, 1998, the aggregate market value of the 5,053,103
outstanding shares of voting stock held by non-affiliates of the
registrant was $33,158,461.

As of December 7, 1998, 6,031,404 shares of the Registrant's Common
Stock, par value $.01 per share, were issued and outstanding.

               Documents Incorporated by Reference
               -----------------------------------                              
Portions of the following documents are incorporated by reference in this
report on Form 10-K:

1)   Annual Report to Shareholders for fiscal year ended
     September 27,1998 (Part II).

2)   Proxy Statement dated January 15, 1999 for the Registrant's
     Annual Shareholder's Meeting to be held on February 9, 1999
     (Part III).

<PAGE>
                             PART I
                                
Item 1. Business

General

WPI  Group, Inc. ("WPI" or the "Company") designs, manufactures
and  markets  high  value added products  used  in mission critical
systems for a wide  range of applications through  two  operating groups:   
Information Solutions and Industrial Technology. The  Information
Solutions Group is a  leading  manufacturer  of rugged  handheld
computers and terminals  designed  to  function under   harsh
environmental  conditions.   Unlike  conventional computer  equipment,
many of WPI's computers and terminals  can  function after  a  10
foot  drop to concrete, total immersion  in  water, exposure  to  extreme
temperatures as well  as  dust  and  other harmful  agents, and can
operate for up to 30 hours  on  a  single battery  charge.   WPI's
products  are  used  in  a  variety  of applications such as vehicle
monitoring and maintenance,  utility field  service and factory
automation. The Industrial  Technology Group  produces four distinct
product lines:  Industrial  Power Conversion  Systems (heavy duty
power supplies used in  elevators and  semiconductor and thermal
processing equipment);  Electronic Ballasts (small specialized
power supplies that power lamps  used in   medical   equipment,
multimedia  projectors  and   lighting systems); Precision  Solenoids
(electro-mechanical  devices which   are   incorporated  into
cameras,  printers  and   other products); and Precision
Electromechanical Instruments (avionic components and subsystems,
inertial sensors,and digital and analog panel meters).

The  Information Solutions Group's product line consists of three
types   of   handheld   devices:  terminals,   sold   under   the
Oyster/Termiflex and MPSI brand names; handheld  computers,  sold
under  the Husky and MicroPalm brand names; and laptop computers,
sold  under  the  Husky and MPSI brand names.   WPI  sells  these
products  through  a  direct sales force,  value-added  resellers
("VARs")   and  distributors,  primarily  to  original   equipment
manufacturers ("OEMs") and end-users.

The  Industrial  Technology Group manufactures highly  engineered
electrical   and   electronic  equipment  and  electromechanical
devices and precision electromechanical instruments which are
typically mission critical components designed  into  larger  systems.
These systems are  used  in  products  as diverse   as aircraft,
telecommunications, consumer electronics,elevators,  semiconductor
processing  and  thermal processing,specialty  lamps,  cameras,
printers  and  computer equipment. WPI  sells its Industrial Technology
Group  products through a direct sales force and independent sales
representatives, primarily to OEMs and end-users.

The Company was incorporated in New Hampshire in 1948 and its corporate
headquarters  are  located at 1155 Elm  Street,  Manchester,  New
Hampshire 03101.  Its telephone number is (603) 627-3500.

Growth Strategy

WPI  employs  an aggressive growth strategy focused  on  internal
expansion and growth through acquisitions.  The following are key
elements of WPI's strategy:

- Expansion  Into New Vertical Markets.  The rugged  handheld
  market  is  composed of a series of discrete  vertical  markets
  focused on application software, such as utility meter reading or
  vehicle maintenance.  The WPI sales force works closely with OEMs,
  VARs  and  end-users to identify niche market applications  and
  develops products, driven from existing technology when possible,
  to meet customer requirements in these markets.  By collaborating
  with software suppliers or in some cases supplying the software
  itself, WPI works aggressively to increase the number of vertical
  markets into which its rugged handheld products are sold.

- Penetration  of Existing Vertical Markets.   Once  WPI  has
  developed a specific market application, it works to expand its
  market penetration through strategic alliances with OEMs,  VARs
  and distributors who are market leaders within their industries.
  WPI also increases its penetration of the markets  it serves by
  collaborating with its existing customers to design and
  manufacture specialized products, driven from existing technology
  when possible, to meet its customers' individual needs on a cost-
  effective and timely basis.
                       
                              - 2 - 
<PAGE>
- Leverage   of  Existing  Customer  Relationships.    WPI's
  substantial applications and engineering expertise positions it
  to  capitalize on the trend among manufacturers  to  rely  more
  heavily  on specialized component providers for key value-added
  components and services.  WPI strives to become an integral part
  of the customer's product development activities and an exclusive
  or  preferred  supplier to the customer over the  product  life
  cycle.  By bringing its extensive engineering capabilities to the
  development effort, WPI is able to design creative solutions for
  its  customers' product requirements, maximize the  performance
  features and functionality of the components it sells and shorten
  the  time-to-market for new product introductions, allowing its
  customers  to focus on their core technologies and  rationalize
  their production activities.

- Emphasis  on  Product Value.  WPI designs its products  for
  efficient   and  low-cost  manufacturing  and  structures   its
  manufacturing operations to achieve low manufacturing costs while
  maintaining  maximum production flexibility.  By  manufacturing
  products  with  "dock to stock" reliability,  WPI  enables  its
  customers  to  minimize  costly  and  time  consuming  in-house
  inspections and to bring their products to market as quickly and
  cost-effectively  as  possible.  Moreover,  WPI  products  must
  perform consistently over the product's life cycle.  Its ability
  to  design  and  manufacture  highly  reliable,  cost-effective
  products on a timely basis gives WPI a competitive advantage.

- Strict  Profit  Center Management.  While  WPI's  corporate
  management team provides overall guidance, strategic  direction
  and administrative support.  In addition, group vice presidents
  have  responsibility for the day-to-day operations of  its  two
  business units and supervision of their respective managers.  WPI
  operates  each  business unit as a largely autonomous  separate
  profit  center  which  is held accountable  for  achieving  its
  financial goals.  WPI believes that this profit center approach
  to  management increases its responsiveness to changes  in  the
  market place and its customers' requirements and contributes to
  the Company's ability to grow profitably.

- Acquisitions.  Since 1993, WPI has completed eight acquisitions.
  Management  analyzes  each  acquisition  opportunity  using   a
  stringent  set  of  criteria, including its fit  with  existing
  operations,  opportunities for product  line  enhancements  and
  rationalizations,   facilities  consolidation   and   marketing
  leverage. WPI intends to  aggressively  pursue acquisitions which
  will expand and enhance its existing products and sales and
  service capabilities as well as provide entry into new vertical
  markets.

Acquisitions

In  October  1993,  WPI acquired the solenoid product  line  from
Magnetec  Corporation ("Magnetec").  Magnetec had been a supplier
of  standard and custom linear actuators to the industry for more
than  two  decades.  The Magnetec product line  complemented  the
product  offerings and manufacturing capabilities of WPI's Industrial
Technology Group.
     
In  May  1994,  WPI  completed the  acquisition  of  all  of  the
outstanding  stock  of Termiflex Corporation, a New Hampshire-based
manufacturer  of  rugged  hand-held  and  panel- mounted programmable
terminals.  The acquisition allowed  WPI  to expand into the rapidly
growing market for industria information solutions.  Later that year,
in September 1994, WPI acquired  all of  the  outstanding stock of
Micro Palm Computers, Inc.  ("Micro Palm"),  a  Florida-based
manufacturer  of  rugged, DOS/386  compatible hand-held
PCs designed for  use  in  hostile, field-based applications.
Micro Palm's operations were moved  to Termiflex's New Hampshire facility
in 1994.

In  November 1995, WPI acquired all of the outstanding  stock  of
Micro   Processor   Systems,  Inc.  ("MPSI"),  a   Michigan-based
manufacturer  of diagnostic and information-related  systems  and
equipment,including Windows(registered trademark)-based computers,
for the automotive and  heavy duty vehicle industries. In addition
to the expansion of  its  hardware  offerings, the acquisition of
MPSI  gave  WPI significant   capabilities  in  the   development
of  advanced diagnostic and decision support software as well as
a significant presence  in  the growing market for information
systems  in  the transportation industry.

In July 1996, WPI acquired all of the outstanding stock of Oyster
Terminals   Limited  ("Oyster"),  a  United   Kingdom   -   based
manufacturer   of   rugged   hand-held  programmable   terminals,
including RF terminals, used in a variety of industries.   Oyster
is  widely-known  in Europe and the United States  for  the  wide
variety  of options available on its standard terminals  and  for
its ability to customize for unique applications.

                              - 3 -
<PAGE>
In  June  1997, WPI completed the acquisition of Husky  Computers
Limited.   Based in the United Kingdom with locations  throughout
Europe  and  the  United States, Husky is a leading  producer  of
rugged   handheld  computers  used  in  utility  meter   reading,
geotechnical, field service and other applications.

In August 1998, WPI completed the acquisition of ANG Instruments and the
Lucas Schaevitz inertial sensor product line.  ANG is a New Hampshire-
based producer of avionics components and subsystems, inertial sensors
and digital and analog panel meters used in the aerospace, electronic
instrumentation, telecommunications,consumer electronics and other
industries. Lucas Schaevitz is a Virginia-based manufacturer of inertial
sensors are used in flight control systems for helicopters, aircraft guidance
and control systems, guidance systems for missiles,earthmoving and paving 
equipment,shipboard systems, mass transit deceleration systems, and fault 
detection for high speed railways.


Products

Information Solutions

WPI's  Information  Solutions  Group  designs,  manufactures  and
markets rugged handheld terminals, PCs and laptop computers for a
variety  of  applications  worldwide.  The  designation  "rugged"
signifies that the products are capable of withstanding levels of
impact,   moisture, dust and temperature range in excess  of  the
design   tolerances  of  conventional  handheld   terminals   and
computers.  For example, many of WPI's products are designed to
endure up to a ten foot drop to concrete, submersion in water
indefinitely, temperature   ranges  from  minus  20  degrees  to
140 degrees Fahrenheit  and exposure to heavy dust and other harmful
agents. Because  these  characteristics are  most  useful  in  non-office
locations such as construction sites, service vehicles,  garages,
forests and other remote locations where electric power is  often
unavailable, many of WPI's products are battery operated and are designed
to run between 10 and 30  hours on a single battery charge.  WPI
achieves these  performance  characteristics  through  a  combination
of proprietary  design techniques and the use of special components.
Special  shock-resistant  internal  suspensions,  together   with
casings of high impact plastics or lightweight magnesium,  shield
the circuit boards and other components from severe impacts.

WPI's rugged handheld product line is divided into three main
categories:

PCs:   The  handheld PCs are rugged DOS-based, fully programmable
computers  with  alpha/numeric keyboards and  displays,  internal
memory and modems that perform sophisticated data collection  and
other  computing  functions.  Rugged handheld  PCs  are  used  in
applications which require equipment that is portable,  flexible,
able  to  collect and process large amounts of data and,  perhaps
most  importantly,  rugged  and reliable  enough  to  ensure  the
absolute  safety  and  integrity of  the  data  being  collected,
whatever  the field conditions might be.  They are used for  many
applications,  including over-the-road vehicle management,  meter
reading, oil and gas production, surveying and forestry.

Laptop   Computers: These rugged devices  are  Windows(registered
trademark) -based systems  with  full  function  displays.  WPI's
rugged   laptop computers  are  specifically  designed  for  use
in  the  field. Although  they  have  the same computing power,
flexibility  and connectivity  as a conventional laptop computer,
WPI's  laptops, unlike  conventional  equipment,  can  withstand
knocks,   dust, dampness and temperature shocks.  Moreover, while
a  conventional  computer might have a battery life  of  2  to  3
hours,  WPI's laptops can last up to 10 hours on a single charge.
They  are  used  in applications which require  a  full  function
computer  and the absolute safety and integrity of  data  in  all
field conditions.  WPI's rugged laptop computers are used in many
applications,  including  field  service  engineering,   mapping,
geographic   information  processing  and  "scene  of   incident"
reporting.

Terminals:   These  devices are designed  to  be  either  passive
terminals  with  functionality limited to simple  data  input  or
programmable  terminals  capable of  performing  low  level  data
processing.    The   rugged,  passive   terminals   have   easily
customizable displays, keypads, colors and cables, and are  found
in  many  commercial and industrial settings.   The  programmable
terminals have expanded memory, larger displays, RF and  infrared
communications  capabilities,  and  can  serve  as  gateways   to
networks.  They are used in many applications, including portable
theater lighting controls, environmental monitoring and setup  of
industrial inkjet printers.

                          - 4 -

<PAGE>

In  addition to the three WPI rugged handheld product lines,  WPI
offers  diagnostic  and decision support software,  ranging  from
application  cartridges with connectivity and diagnostic  support
for  particular  vehicles  to powerful  database  building  tools
incorporated with expert "reasoning agents" that support  solving
maintenance  and service problems and decision making.   WPI  has
developed  programs for the maintenance and monitoring of  autos,
heavy duty trucks, construction equipment and agricultural vehicles.

Industrial Technology

WPI's Industrial Technology Group designs, manufactures and sells
four  lines  of  power  products:  Industrial  power  conversion
systems, electronic ballasts, precision solenoids and precision
instruments.  All of the product   lines   are   highly  engineered
application-critical components that are designed into larger systems.
Typically, WPI engineers will work closely with a customer during
the design  of the  customer's system.  This high degree of customer
involvement results  in WPI's products being designed into the system,
often making  WPI  a sole source or preferred supplier.  The Industrial
Technology Group contains the original product line on which  WPI
was   founded.   The  predecessor  company  to  WPI  entered  the
industrial  transformer business in 1948. Since that time, WPI has
entered the electronic  ballast  business  in  1983, the precision
solenoid business  in  1993,  with the acquisition of the Magnetec
product line and the precision instruments business in 1998, with
the acquisition of ANG Instruments and the Lucas Schaevitz product line.

Industrial  Power  Conversion Systems.  These systems  are  large
power  supplies that are sold for industrial applications.  Power
supplies  are  specialized electrical devices that  are  used  to
control, condition, convert or alter an electrical current within
a  larger  electrically powered system.  These functions  include
converting alternating current to direct current, controlling the
wave form of a current and changing the voltage of a current.

The largest current market for WPI's power conversion systems  is
the  high-rise elevator market.  WPI's systems are used  in  both
new   elevator   construction  and  modernization   of   existing
elevators.  The  second largest market is the thermal  processing
industry.    Customers  are  manufacturers  of  high  temperature
furnaces  used  for heat treating, crystal growing  and  material
processing.   WPI's power conversion systems regulate  the  power
applied to the furnace heating elements, allowing for control  of
the  furnace  temperature. Other applications include  industrial
microwave  ovens,  plasma cutting equipment and  electronic  test
equipment.

Electronic  Ballasts.   These  products  are  specialized   power
supplies used to ignite and power high intensity arc lamps.   Arc
lamps  provide  approximately five times the light  intensity  of
incandescent lamps and are used in a variety of  medical and
commercial  applications,  including  medical   endoscopes,
multimedia projection, entertainment lighting and high  intensity
discharge ("HID") commercial lighting.  An arc lamp is  a  sealed
glass bulb containing gases or metal vapors and electrodes.  Upon
application  of  high voltage by the ballast, an arc  is  ignited
between the electrodes, resulting in the ionization of the gas or
vapor and the emission of light.  Following ignition, the ballast
maintains  constant power to assure consistent  light  intensity.
WPI's electronic ballasts are used to power metal halide, mercury
vapor, high pressure sodium and xenon arc lamps.

Precision  Solenoids.  These products convert  electrical  energy
into  linear mechanical motion.  When electrical power is applied
to  a  solenoid, its plunger moves, either pulling or  pushing  a
load a predetermined distance to accomplish a repetitive function
as  part  of  a  larger system.  WPI's solenoids are  used  in  a
variety  of  commercial  and industrial  applications,  including
instant  camera  shutter  controls,  dot  matrix  printer  heads,
printer  paper  cutters,  banking ATMs,  door  locks,  blood  gas
analyzers,  ground fault circuit interrupters  and  aircraft  air
supply controls.

Precision Electromechanical Instruments.  These products include
avionic components and subsystems, analog panel meters, eliptical
bargraph panel meters, and accelerometers, inclinometers and
inertial sensor systems.  The Company's avionic components and
subsystems include reliably engineered instrumentation components
which are designed to present information accurately, simply and
intelligently to the aircraft pilot.  The Company's avionic components
and subsystems are found in most major commercial, military and private
aircraft.  The Company's digital and analog panel meters are used to
measure and display a wide variety of variables and inputs in a number
of applications,including industrial process control systems, handheld
instrumentation,consumer electronics, medical devices and telecommunications. 
The Company's inertial sensors are highly accurate measuring devices which
detect and measure changes in acceleration, horizontal angle or
vertical deviation.  They are used in a wide variety of applications,
including helicopter flight control systems,
                              - 5 -
<PAGE>
aircraft guidance and control systems, large machinery installation, pipeline
leveling,heavy construction equipment and control systems, weapons platform
systems, and fault detection equipment.

Customers
     
For Fiscal 1998, no customer represented 10% or more of WPI's net sales.
For Fiscal 1997, one customer represented 11% of WPI's net  sales.
For Fiscal 1996, two customers accounted for 11% and 10%,
respectively, of WPI's net sales.

                            - 5 -
<PAGE>

Sales and Marketing

WPI's  marketing  efforts  are directed at  identifying  emerging
markets  for  its products.  WPI's cooperative marketing  efforts
and  design  capabilities  often  result  in  long-term  customer
relationships  and  have contributed to a stable  customer  base.
Further,  such  cooperative efforts enable WPI  to  identify  new
product    opportunities   and   participate   in   new   product
specifications  as they are determined.  Other marketing  efforts
include   market   research,  lead  generation,  production   and
distribution  of  WPI's  product  literature,  trade  shows   and
advertising.

Sales  and marketing of rugged handheld hardware and software  is
carried out by a group of approximately 85 employees.  The  sales
force  operates out of offices in the United States,  the  United
Kingdom, France, Germany and Sweden.  Information Solutions Group
products   are  sold  directly  to  OEMs,  end-users,  VARs   and
distributors.   A  typical end-user utilizes WPI's  products  for
specific  applications  rather than general  computing  purposes.
Accordingly,  applications software is an integral  part  of  the
rugged handheld hardware products and is an important part of the
sale.   WPI has focused its sales efforts on a number of vertical
markets  where  it sells its own applications software,  on  VARs
that  supply the applications software and on sophisticated  end-
users that develop their own application software.

WPI's  Industrial  Technology Group  products  are  sold  through
approximately  40 sales and marketing employees and approximately
25  manufacturers' representatives throughout North America  and,
to  a  lesser extent, in Europe.  Because of the technical nature
of   the  products  and  WPI's  emphasis  on  custom-design   and
development,  the  Company  relies on its  engineering  staff  to
support  sales efforts.  Applications engineers are available  to
discuss  new  applications, technical matters and customer  needs
with  existing and potential customers.  WPI's sales force  works
closely with its marketing group to follow up on sales leads  and
with  the  product  development team  to  develop  cost-effective
solutions  to  its customers' requirements.  To complement  these
activities, the customer service staff interfaces with  customers
regarding delivery schedules and monitors customer satisfaction.

Manufacturing and Raw Materials

WPI  manufactures  nearly  100%  of  its  products.  The  Company
generally  operates its manufacturing facilities  one  shift  per
day, five days per week. WPI uses many different raw materials in
its  manufacturing processes. However, WPI is  not  dependent  on
any  one or several raw materials used in its manufacturing.  WPI
has   multiple  sources  for  each  raw  material  used  in   the
manufacture of its products and is not dependent on  any  one  or
group of its vendors for its raw material purchases.

Backlog

WPI  manufactures  its  products against orders  from  customers.
Backlog  is comprised of orders for products that generally have
scheduled shipment  dates within 12 months.  Some orders in  WPI's
backlog may  be  canceled under certain conditions, although cancellation
rarely  occurs.  As of September 27, 1998, WPI had a  backlog  of
approximately $23.6 million, compared with a total backlog  of
approximately  $16.9 million  at September  28,  1997.   Management
believes that most of WPI's backlog at September 27, 1998 will  be
shipped  in the 12 months following that date.  Because  many  of
its  contracts  are  performed within short  time  periods  after
receipt of an order, WPI does not believe that the level  of  its
backlog is a meaningful predictor of its future results.

Product Development
     
WPI  believes that its commitment to product development  in  its
Information  Solutions  and Industrial  Technology  groups  is  a
critical  element  of  its  strategy aimed  at  exploiting  niche
markets  for  each  group's products.  WPI's product  development
                              - 6 -
<PAGE>
activities  are focused on the design of products  identified  by
both  its  customers and its sales and marketing groups.   A  key
element  of WPI's product development activities is the expansion
of  product  offerings based on its existing  technologies.   WPI
charged to operations approximately $2.9 million, $4.0 million and  
$5.1 million for  new  product  development in Fiscal  1996,  1997
and  1998, respectively.    Expenditures  on new  product
development represented approximately 6%, 6% and 5% of net revenues in
Fiscal  1996, 1997 and 1998, respectively.


Patents and Proprietary Information
     
WPI  has a number of United States and foreign patents on certain
products.   WPI also relies on trade secrets, in-house  expertise
and   technological  advancement  to  maintain  its   competitive
position.

WPI  does not believe patent protection to be significant to  its
current operations.  However, WPI considers its patents to  be  a
strong deterrent against unauthorized copying of its products and
key  product  attributes.  WPI believes in vigorously  protecting
its rights under its patents.

Similarly,  WPI  and  its  subsidiaries have  certain  registered
trademarks,  none of which is considered significant  to  current
operations.

Competition

Although WPI believes it is one of the leading manufacturers  and
distributors of certain of its products, the industries in  which
WPI  competes  are  highly  competitive.  WPI  competes  with   a
relatively small number of full-line national manufacturers and a
much  larger  number of regional manufacturers and  manufacturers
with  limited  product lines.  WPI believes that  competition  is
largely based on, among other things, price, quality, breadth  of
product   lines,   distribution  capabilities  (including   quick
delivery   times)  and  customer  service.   Certain   of   WPI's
competitors are larger and have greater financial, technical  and
marketing  resources than the Company. In certain  circumstances,
due  primarily  to factors such as freight rates, quick  delivery
times  and  customer  preference  for  local  suppliers,  certain
manufacturers and suppliers may have a competitive advantage over
WPI  in  a  given geographic region.  WPI believes that its  size
provides it with certain advantages of scale in both distribution
and  production  relative to its competitors.  In  addition,  WPI
believes  that  it  competes  effectively  by  offering  superior
customer service.

Information Solutions Group

The  major  competitive factors in the programmable and DOS-based
hand-held terminals and computer markets are portability, product
performance,  the ability to customize the unit to  a  customer's
specific needs, customer support and ruggedness.  WPI has several
competitors in specified niche markets. Certain of the  Company's
competitors  in  the  data entry terminal market  have  developed
terminals  to complement their own product lines. Many  of  WPI's
potential customers for handheld terminals and control panels now
satisfy  their needs by designing and producing their own  units.
Management believes that WPI competes effectively in this  market
by offering products that are rugged and easily customized and by
providing excellent customer service.
     
Currently, WPI's diagnostic systems and related software are sold
primarily  to the transportation industry. The major  competitive
factors  in  this  market include product features,  portability,
product  knowledge and customer service.  WPI  has  a  number  of
competitors  in  certain  segments of the transportation  market.
Management  believes  that  WPI  competes  effectively  in  these
markets by offering innovative, rugged and portable products  and
by providing excellent customer service.

Industrial Technology Group
     
WPI  has  a  number of competitors in the markets for  industrial
power  conversion systems. The major competitive factors  in  the
markets  for industrial power conversion systems are applications
knowledge,  product  reliability,  fully  integrated  design  and
manufacturing, delivery schedule, performance features and  cost.
Management  believes  that  WPI  competes  effectively  in  these
markets   by   offering   high  quality  products,   applications
expertise,  superior customer service and quick delivery.
                              - 7 -
<PAGE>

WPI has some competition in the market for ballasts in endoscopes
and  multimedia projectors incorporating metal halide  and  xenon
arc  lamps.   In addition, some of WPI's potential customers  for
electronic  ballasts  now satisfy their needs  by  designing  and
producing  their  own units. The Company's principal  sources  of
competition  in the metal halide lamp ballast market  outside  of
endoscopes   and  multimedia  projection  are  manufacturers   of
magnetic  lamp  ballasts and, to a more limited  extent,  certain
manufacturers of electronic ballasts.  In such applications where
cost is a more important factor, magnetic lamp ballasts are often
preferred over electronic ballasts. In each of these markets, WPI
believes  that  it competes favorably against its competitors  by
offering  quality, reliability and  solutions  tailored  to  its
customers' unique needs.

WPI  has  several  established  competitors  in  the  market  for
solenoids,  some  of  which are larger, and  some  of  which  are
smaller,  than  WPI.   WPI believes that, in  these  markets,  it
competes  favorably  against  its competitors  by  offering  high
quality, dependable products, superior engineering expertise  and
innovative, custom-tailored solutions.

WPI has several established competitors in the market for avionics,
inertial sensors and digital and analog meters.  Some of these
competitors are larger, and some are smaller than WPI.  WPI believes
that it competes favorably against its competitors in these markets
by offering vertical integration, high quality dependable products,
superior engineering expertise and a high level of customer support.

Employees

As  of  December 18, 1998, WPI employed  approximately 1,025
people, 725 of whom work in manufacturing, 75 of  whom work
in administration, 100 of  whom  work  in  product development
and 125 of whom work in sales and marketing. None of  the
Company's  employees  is represented  by  a  union,  and
management  believes  that the Company's employee  relations  are
good.

Item 2. Property

Properties
     
The  Company  currently owns and operates properties  located  in
Warner,  New Hampshire and Cwmbran, United Kingdom.   The  Warner
property  is  comprised of approximately 80,000  square  feet  of
modern   facilities  used  primarily  for  the   manufacture   of
Industrial  Technology Group products.  The Cwmbran  property  is
comprised  of  approximately 26,000 square feet of  manufacturing
facilities  to  produce handheld terminals.  The  Company  leases
approximately   17,000   square  feet  of  modern   manufacturing
facilities  in  Sterling Heights, Michigan to produce  diagnostic
tools;   40,000  square  feet  of  manufacturing  facilities   in
Coventry,   United  Kingdom  to  produce  handheld   and   laptop
computers; 60,000 square feet of manufacturing facilities  in
Manchester,  New Hampshire to produce digital and analog  meters,
inertial sensors  and  avionics; and 19,000 square feet of manufacturing
facilities in Bridgetown, Barbados to produce analog meters. The Company
leases  approximately 12,000  square feet of
office space in Manchester, New  Hampshire which  houses  its
corporate offices.  In addition,  the  Company leases  office  space
in six locations  in  the  United  States, France,  Germany  and
Sweden for use by its  sales  and  service staff.  WPI believes that
its existing space is adequate for  its current needs.

Regulatory Matters

The  Company is subject to regulation under various and  changing
federal,  state, local and foreign laws and regulations  relating
to  the  environment and to employee safety  and  health.   These
environmental   laws  and  regulations  govern  the   generation,
storage,   transportation,  disposal  and  emission  of   various
substances.  Permits are required for operation of the  Company's
business  and  these permits are subject to renewal, modification
and,  in certain circumstances, revocation.  The Company believes
that  it  is  in  substantial  compliance  with  such  laws   and
permitting   requirements.   The  Company  is  also  subject   to
regulation under various and changing federal, state,  local  and
foreign  laws and regulations which allow regulatory  authorities
to  compel  (or  seek reimbursement for) cleanup of environmental
contamination at its own sites and at facilities where its  waste
is or has been disposed.

                              - 8 -

<PAGE>

The Company expects to incur on-going capital and operating costs
to  maintain  compliance with currently applicable  environmental
laws and regulations.  The Company does not expect such costs, in
the aggregate, to be material to its financial condition, results
of operations or liquidity.

Item 3. Legal Proceedings

The Company is not a party to any litigation that in management's
opinion  would have a material adverse effect upon the  Company's
financial position or results of operations.

Item 4. Submission of Matters to a Vote of Security Holders

Not applicable.
                                
                          
                                
                             Part II
                                
Item 5. Market for Registrant's Common Stock and Related
Stockholder Matters

The information required by this item is incorporated herein by
reference to the information captioned "Shareholder Information"
on page 28 of the Registrant's Annual report to Shareholders for
the fiscal year ended September 27, 1998 (the "1998 Annual
Report").

Item 6. Selected Financial Data

The information required by this item is incorporated by reference
to the information captioned "Financial Highlights" on the inside
front cover of the 1998 Annual Report.

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

The information required by this item is incorporated herein by
reference to the information captioned "Management's Discussion
and Analysis of Financial Condition and Results of Operations" on
pages 13, 14 and 15 of the 1998 Annual Report.


Item 8. Financial Statements and Supplementary Data

The financial statements of the Registrant required by this item
are incorporated herein by reference to pages 16 through 27
of the 1998 Annual Report.

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

None

                            Part III
                                
Item 10. Directors and Executive Officers of the Registrant

(a)  Directors.  The information with respect to directors
     required by this item is incorporated herein
     by reference to pages 5 and 6 of the Registrant's Proxy Statement
     dated January 15, 1999 for the annual shareholders meeting to be
     held on February 9, 1999 (the "1999 Proxy Statement").

(b)    Executive Officers.  The information with respect to
       executive officers required by this item is set forth below:

                              - 9 -

<PAGE>
              EXECUTIVE OFFICERS OF THE REGISTRANT

Name                Age    Position with the Company
----                ---    -------------------------                           
Michael Foster      63     Chairman of the Board of
                           Directors and
                           Chief Executive Officer
                           
Dennis Deegan       54     President and Chief Operating
                           Officer
                           
John Allard         33     Senior Vice President, Business
                           Development
                           
John Powers         41     Vice President and Chief
                           Financial Officer
                           
Karen Hebert        38     Vice President, Human Resources
                           
Timothy Jones       54     Vice President, Information
                           Solutions Group
                           
Richard Longo       52     Vice President, Industrial
                           Technology Group
                           
Michael Tule        37     Vice President, General Counsel
                           and Secretary

Michael  Foster,  Chairman of the Board of  Directors  and  Chief
Executive Officer, led the leveraged buy-out of the Company  from
Walker Magnetics Group, Inc. in October 1988. Since 1997, Mr.
Foster has been a director of Foilmark, Inc., a Massachusetts-
based manufacturer of metallic foils and foil stamping machinery.

Dennis Deegan has served as President and Chief Operating Officer
of  the Company since June 1996.  From October 1988 to June 1996,
Mr.  Deegan  served  as Executive Vice President,  Treasurer  and
Chief Financial Officer.

John  Allard has been Senior Vice President, Business Development
since  September  1998.  From December 1992 to August  1998,  Mr.
Allard was President and CEO of Allard Nazarian Group, Inc., which
included Jewell Electrical Instruments, a manufacturer of avoinics
components, subsystems, and panel meters, and Granite State
Manufacturing, a contract manufacturing service.  From June 1988 to
November 1992, Mr. Allard was President and CEO  of  Jewell Electronics,
Inc.  From December 1992 to December 1996, Mr. Allard also served as CEO
and a Director of the Aerospace Displays Systems Group located in Hatfield,
Pennsylvania.

John  Powers has been Vice President and Chief Financial  Officer
of  WPI since February 1997.  From August 1993 to February  1997,
he  was  the  Chief  Financial  Officer  of  Janco  Companies,  a
manufacturer  of medical and electronic products.   From  October
1987  to  August 1993, he was a principal of Smith, Batchelder  &
Rugg, a certified public accounting firm.

Karen  Hebert  has  served as Vice President of  Human  Resources
since August 1995.  From November 1993 to August 1995, she served
as  Director  of  Human Resources.  From 1987  until  1993,   Ms.
Hebert served as Manager of Human Resources with the Company.

Timothy Jones has served as Vice President, Information Solutions
Group since November 1995.  From September 1995 to November 1995,
Mr.  Jones  served as Assistant to the Chairman.   From  1993  to
1995, Mr. Jones was President of Ionic Fuel Technology, Inc. From
1991 to 1995,  Mr. Jones was President of Plume & Atwood, Inc.

Richard Longo has served as Vice President, Industrial Technology
Group  since  June 1998. From September 1996 to  June  1998,  Mr.
Longo  was  President  of  Thunderline-Z, a New Hampshire-based
manufacturer of components for the microelectric and microwave
industries.  From  July  1986  to September  1996,  Mr. Longo
was Vice President for O.S. Walker Corporation, the world's largest
manufacturer of industrial magnetics. At O.S. Walker, Mr. Longo
was responsible for leading the sales and marketing group and had
operational responsibility for several facilities worldwide.

                              - 10 -

<PAGE>

Michael Tule has served as Vice President and General Counsel  of
the  Company since March 1996.  Mr. Tule has served as  Secretary
since December 1994.  From 1987 to 1996, Mr. Tule was an attorney
at McLane, Graf, Raulerson & Middleton, Professional Association.


Item 11. Executive Compensation

The  information required under this item is incorporated  herein
by  reference to pages 7  through 10 of  the  1999 Proxy Statement.


Item  12.  Security  Ownership of Certain Beneficial  Owners  and
Management

The information required by this item is incorporated herein by
reference to pages 3 and 4 of the 1999 Proxy Statement.

Item 13. Certain Relationships and Related Transactions

The information required by this item is incorporated by reference
to page 11 of the 1999 Proxy Statement.

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

(a)  Documents filed as part of the Report:
     
          (1)  Financial Statements of the Registrant and Report of
               Independent Public Accountants thereon incorporated herein by
               reference to pages 16 through 27
                of the 1998 Annual Report.

               Consolidated Balance Sheets, September  27,  1998
               and September 28, 1997.

               Consolidated  Statements of Income for  the  Years
               Ended  September 27, 1998, September 28, 1997  and
               September 29, 1996.
               
               Consolidated  Statements of  Stockholders'  Equity
               for  the Years Ended September 27, 1998, September
               28, 1997 and September 29, 1996.
               

               Consolidated  Statements of  Cash  Flows  for  the
               Years Ended September 27, 1998, September 28, 1997
               and September 29, 1996.
               
               Notes to Consolidated Financial Statements.
               
               Report of Independent Public Accountants.
               
          (2)   Financial  Statement Schedule and  Auditors'
                Report
          
               Title                                           Schedule
               -----                                           --------
               Valuation and Qualifying Accounts                  II
          
               All schedules omitted are inapplicable or the
               information   required  is   shown   in   the
               Consolidated  Financial Statements  or  notes
               thereto.   The  auditors'  report  of  Arthur
               Andersen  LLP  with respect to the  Financial
               Statement Schedule is located on page 13 of
               this Report.
                           
          (3)  Exhibits:

                Incorporated by reference to the Exhibit Index at
                the end of this report.
          
     (b)   The Registrant has filed the following reports on Form
           8-K  during quarter ended September  27,
           1998:
                                
                 On August 4, 1998, the Registrant filed a Current
                 Report on Form 8-K dated as of August 3, 1998
                 announcing the acquisition of the assets of the
                 ANG Instruments division of Allard-Nazarian Group,
                 Inc.

                 On October 16, 1998, the Registrant filed Amendment
                 No. 1 to Current Report on Form 8-K dated as of
                 August 3, 1998 with respect to the acquisition of
                 the assets of ANG Instruments in which the following
                 financial statements were filed:

                              - 11-
<PAGE>

                      ANG Instruments, a division of Allard-Nazarian
                      Group, Inc. Financial Statements as of July 31,
                      1998.

                      Pro Forma Combined Financial Statements for WPI
                      Group, Inc. and ANG Instruments as of June 28,
                      1998.
                                
                              - 12 -                                
                                
<PAGE>                                


    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SUPPLEMENTARY
                            SCHEDULE
                                
                                
TO WPI GROUP, INC.

We  have  audited, in accordance with generally accepted auditing
standards,  the consolidated balance sheets as of  September  27,
1998  and  September  28,  1997 and  the  related  statements  of
operations, stockholders' equity and cash flows for each  of  the
three  years in the period ended September 27, 1998 of WPI Group,
Inc.  included  in  this Form 10-K, and have  issued  our  report
thereon  dated  December 10, 1998 (except with respect to the matter
discussed in Note 3, as to which the date is December 27, 1998). Our
audit was  made  for  the purpose  of  forming an opinion on those
statements  taken  as  a whole.   The  schedule listed in Item 14(a)
of the index  is  the responsibility of the Company's management and
is  presented  for purposes   of   complying  with  the  Securities
and   Exchange Commission's  rules  and are not part of the  basic
consolidated financial  statements.  This schedule has been subjected
to  the auditing  procedures applied in the audit of the basic  financial
statements  and,  in our opinion, fairly state, in  all  material
respects,  the  supplemental financial data required  to  be  set
forth therein in relation to the basic financial statements taken
as a whole.


ARTHUR ANDERSEN LLP


Boston, Massachusetts
December 10, 1998
                                
                              - 13 -  
                                
<PAGE>                                

<TABLE>
                WPI GROUP, INC. AND SUBSIDIARIES
                VALUATION AND QUALIFYING ACCOUNTS
                                
 For the years ended September 27, 1998, September 28, 1997 and
 September 29, 1996
<CAPTION>
                                               
                                                          Additions
                                               -------------------------------
                                

<S>                               <C>          <C> <C>     <C>           <C>             <C>  <C>   <C>    <C>  <S><S>       

                                   Balance at   Charged to
                                   beginning    costs and                 Charged to                        Balance at
                                   of period    expenses    Acquisitions  other accounts  Deductions        end of period
                                   ---------    ----------  ------------  --------------  ----------        -------------
1998
  Allowance for doubtful accounts  $1,237,000   $   49,164  $ 75,728      $ 6,170         $    85,062 (1)    $1,283,000             
  Acquisition reserves                286,226         -      948,011           -              362,152 (2)       872,085
                                                                                                            
1997                                                                  
  Allowance for doubtful accounts  $  244,300   $1,026,119  $   77,544    $    -          $   110,963 (1)   $1,237,000    
  Acquisition reserves                622,763         -      1,099,436         -            1,435,973 (2)      286,226
                                                                      
1996                                                                  
  Allowance for doubtful accounts  $  217,000   $    2,788  $  146,300    $    -          $   121,788 (1)   $  244,300
  Acquistion reserves                 232,555         -      1,482,500         -            1,092,292 (2)      622,763
                     
</TABLE>
(1)  Accounts deemed uncollectible, net of recoveries
(2)  Acquistion costs paid/charges incurred

                              - 14 -
<PAGE>                                  

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

                                        WPI GROUP, INC.

January 7, 1999                             By:/s/Michael Foster
                                                -----------------
                                                   Chairman

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

Signature              Title                         Date
----------             -----                         -----

/s/Michael Foster     Director, Chairman             January 7, 1999
-----------------     and Chief Executive Officer
Michael Foster        (Principal Executive Officer)


/s/Dennis Deegan      Director, President and        January 7, 1999
----------------      Chief Operating Officer
Dennis Deegan

/s/ John Powers       Vice President and             January 7, 1999
---------------       Chief Financial Officer
John Powers           (Principal Financial and
                      Accounting Officer)

/s/ John Allard       Director, Senior Vice          January 7, 1999
---------------       President,Business Development


/s/ Stephen Carlotti  Director                       January 7, 1999
--------------------
Stephen Carlotti


/s/Peter Danforth     Director                       January 7, 1999
-----------------
Peter Danforth


/s/Paul Giovacchini   Director                       January 7, 1999
-------------------
Paul Giovacchini


/s/Irving Gutin       Director                       January 7, 1999
---------------
Irving Gutin


/s/Steven Shulman     Director                       January 7, 1999
-----------------
Steven Shulman


/s/Bernard Tenenbaum  Director                       January 7, 1999
--------------------
Bernard Tenenbaum


                               - 15 -

<PAGE>
                                
                                
                                
                          EXHIBIT INDEX
                                
     Certain of the following exhibits, designated with an
asterisk (*) are filed herewith. The exhibits not designated have
been previously filed with the Commission and are incorporated
herein by reference to the documents indicated following the
descriptions of such exhibits.

                                                       Page No.
    Exhibit                                            Of Paper
    No.      Description                               Filing
    -------  -----------                               --------

    3.1      Amended   and   Restated   Articles   of
             Incorporation   of   the   Company   are
             incorporated by reference to Exhibit 3.1
             to  the Registrant's Report on Form  10-
             KSB  for  the  year ended September  29,
             1996.
             
    3.2      Bylaws  of  the Company are incorporated 
             by  reference  to  Exhibit  3.2  of  the
             Registrant's  Registration Statement  on
             Form  S-4  filed with the Commission  on
             February 22, 1994, Registration No.  33-
             75656.
             
    10.1     Asset    Purchase    Agreement,    dated 
             September 28, 1993 among WPI Group, Inc.
             and   Magnetec  Corporation  and  Tridex
             Corporation,   previously   filed    and
             incorporated     by     reference     to
             Registrant's report on Form  10-KSB  for
             the year ended September 26, 1993.
             
    10.2     Agreement and Plan of Merger,  dated  as 
             of  January 27, 1994, by and between WPI
             Group,  Inc.  and Termiflex Corporation,
             previously  filed  and  incorporated  by
             reference    to   Exhibit    28.11    of
             Registrant's report on Form 8-K filed on
             September 30, 1994.
             
    10.3     Agreement  and  Plan  of  Merger,  dated 
             August  31,  1994, by  and  between  WPI
             Group,  Inc.  and Micro Palm  Computers,
             Inc.,  previously filed and incorporated
             by   reference  to  Exhibit   28.11   of
             Registrant's report on Form 8-K filed on
             September 30, 1994.
             
    10.4     Stock Purchase Agreement, dated November 
             7, 1995 between WPI Group, Inc. and IVHS
             Technologies, Inc., previously filed and
             incorporated  by  reference  to  Exhibit
             28.13 of Registrant's report on Form  8-
             K, dated November 10, 1995.
             
    10.5     Share Purchase Agreement dated July  16, 
             1996 by and between WPI Group (U.K.) and
             D.R.   Watkins  and  others,  previously
             filed  and incorporated by reference  to
             Exhibit 28.15 in Registrant's Report  on
             Form 8-K, dated July 16, 1996.
             
    10.6     Agreement  for the sale and purchase  of      
             the  share  capital of  Husky  Computers
             Limited, Husky Computers, Inc. and Husky
             Computers  GmbH,  previously  filed  and
             incorporated  by  reference  to  Exhibit
             4.12 in Registrant's report on Form  8-K
             dated June 25, 1997.

    10.7     Asset Purchase Agreement dated as of July
             31, 1998 by and among WPI Instruments, Inc.,
             Allard-Nazarian Group, Inc., Modutec, Inc.,
             A.M. Instruments, Inc., and others, previously
             filed and incorporated by reference to Exhibit
             10.24 in Registrant's report on Form 8-K
             dated August 3, 1998.

                              - 16 -
<PAGE>
                                                          Page No.
    Exhibit                                               Of Paper
    No.      Description                                  Filing
    -------  -----------                                  --------         

  * 10.8     Inertial Products Purchase Agreement dated
             July 30, 1998 by and among Allard-Nazarian
             Group, Inc. and Lucas Automation and Control
             Engineering, Inc.
              
    10.9     Walker   Power,   Inc.  Employee   Stock 
             Purchase  Plan  and  Bonus  Award   Plan
             adopted  May  7, 1992, previously  filed
             and incorporated by reference to Exhibit
             28.1  of  Registrant's  Registration  on
             Form   S-8   filed  on  June  1,   1992,
             Registration No. 33-48285.
             
    10.10    Termiflex   Corporation  1981   Employee 
             Incentive Stock Option Plan,             
             previously  filed  and  incorporated  by 
             reference   to  Exhibit  10.1   of   the 
             Termiflex Registration Statement No.  2- 
             85910-B on Form S-8.

                                                                     
  10.11    The 1992 Stock Option Plan for Directors 
             of    Micro   Palm   Computers,    Inc.,
             previously  filed  and  incorporated  by
             reference   to  Exhibit  99.4   of   the
             Registrant's  Registration Statement  on
             Form   S-8  filed  February  28,   1996,
             Registration No. 333-1696.
             
    10.12    WPI  Group, Inc. Change in Control  Plan 
             adopted  December  15, 1995,  previously
             filed  and incorporated by reference  to
             Exhibit 10.8 to the Registrant's  Report
             on   Form  10-KSB  for  the  year  ended
             September 29, 1996.
             
    10.13    WPI  Group,  Inc.  1997  Employee  Stock 
             Purchase Plan and Bonus Award Plan, each
             adopted on February 12, 1997, previously
             filed  and incorporated by reference  to
             Exhibit    99    to   the   Registrant's
             Registration on Form S-8 filed  June  3,
             1997 Registration No. 333-28335.
             
    10.14    WPI  Group,  Inc. 1997 Equity  Incentive 
             Plan,  adopted June 10, 1997, as amended
             on  December 12, 1997, previously  filed
             and incorporated by reference to Exhibit
             A  of  the  Registrant's Proxy Statement
             dated January 9, 1998.
             
    10.15    Noncompetition agreement, dated  January 
             17, 1994, by and between WPI Group, Inc.
             and   William  E.  Fletcher,  previously
             filed  and incorporated by reference  to
             Exhibit 10.7 of the Registrant's  report
             on   Form  10-KSB  for  the  year  ended
             September 25, 1996.
             
    10.16    Lease  agreement, dated October 7, 1994, 
             by and between WPI Group, Inc. and State
             Mutual   Life   Assurance   Company   of
             America,     previously    filed     and
             incorporated  by  reference  to  Exhibit
             10.9  of the Registrant's report on Form
             10-KSB for the year ended September  24,
             1995.
             
    10.17    WPI  Group, Inc. 1995 Stock Option Plan, 
             adopted  June 6, 1995, previously  filed
             and incorporated by reference to Exhibit
             10.10 of Registrant's report on Form 10-
             KSB  for  the  year ended September  24,
             1995.

                         
    10.18    Commercial Loan Agreement, dated October 
             24,    1995,   previously   filed    and
             incorporated by reference to Exhibit 4.9
             of  the Registrant's Report on Form  10-
             KSB  for  the  year ended September  24,
             1995.
                              - 17 -
<PAGE>
                                                          Page No.
    Exhibit                                               Of Paper
    No.      Description                                  Filing
    -------  -----------                                  --------         


    10.19    First Amendment dated March 20, 1996  to 
             Commercial Loan Agreement dated  October
             24,    1995,   previously   filed    and
             incorporated by reference to Exhibit 4.4
             of  the Registrant's Report on Form  10-
             KSB  for  the  year ended September  29,
             1996.
             
    10.20    Second Amendment dated July 12, 1996  to 
             Commercial Loan Agreement dated  October
             24,    1995,   previously   filed    and
             incorporated by reference to Exhibit 4.6
             of  the Registrant's Report on Form  10-
             KSB  for  the  year ended September  29,
             1996.
             
    10.21    Third Amendment dated February 27,  1997 
             to   Commercial  Loan  Agreement   dated 
             October  24,  1995  is  incorporated  by 
             reference to Registrant's report on Form 
             10-Q  for  the  period ended  March  30,
             1997.
             
    10.22    Revolving Line of Credit Promissory Note 
             dated February 27, 1997, replacement  to
             Revolving Line of Credit Promissory Note
             dated  July  12, 1996, previously  filed
             and incorporated by reference to Exhibit
             4.1 of the Registrant's Report on Form 8-
             K for the period ended March 30, 1997.
             
    10.23    Fourth Amendment dated June 20, 1997  to 
             Commercial Loan Agreement dated  October
             24,    1997,   previously   filed    and
             incorporated  by  reference  to  Exhibit
             4.13 in Registrant's Report on Form  8-K
             dated June 25, 1996.
             
    10.24    Promissory  Note dated  June  20,  1997, 
             previously  filed  and  incorporated  by
             reference    to    Exhibit    4.14    in
             Registrant's  Report on Form  8-K  dated
             June 25, 1997.
             
    10.25    Stock   Pledge  and  Security  Agreement 
             dated  June  20, 1997, previously  filed
             and incorporated by reference to Exhibit
             4.15 in Registrant's Report on Form  8-K
             dated June 25, 1997.

  * 10.26    Credit Agreement dated August 3, 1998 by
             and among Fleet Bank - NH and the Registrant.

  * 10.27    First Amendment dated October 30, 1998 to
             Credit Agreement dated August 3, 1998.

  * 10.28    Revolving Note dated October 30, 1998 in the
             principal amount of $3,333,333.33.

  * 10.29    Revolving Note dated October 30, 1998 in the
             principal amount of $4,000,000.

  * 10.30    Revolving Note dated October 30, 1998 in the
             principal amount of $2,666,666.67.

  * 10.31    Revolving Note dated October 30, 1998 in the
             principal amount of $4,000,000.

  * 10.32    Revolving Noted dated October 30, 1998 in the
             principal amount of $6,000,000.

                              - 18 -
<PAGE>


                                                          Page No.
    Exhibit                                               Of Paper
    No.      Description                                  Filing
    -------  -----------                                  --------         


  * 10.33    Term A Note dated October 30, 1998 in the
             principal amount of $5,000,000.

  * 10.34    Term A Note dated October 30, 1998 in the
             principal amount of $6,000,000.

  * 10.35    Term A Note dated October 30, 1998 in the
             principal amount of $4,000,000.

  * 10.36    Term A Note dated October 30, 1998 in the
             principal amount of $6,000,000.

  * 10.37    Term A Note dated October 30, 1998 in the
             principal amount of $9,000,000.

  * 10.38    Term B Note dated October 30, 1998 in the
             principal amount of $4,166,666.67.

  * 10.39    Term B Note dated October 30, 1998 in the
             principal amount of $5,000,000.

  * 10.40    Term B Note dated October 30, 1998 in the
             principal amount of $15,833,333.33.

  * 10.41    Second Amendment to Credit Agreement dated
             as of December 27, 1998.

  * 10.42    Waiver dated as of December 27, 1998.

  * 10.43    Lease Agreement dated September 10, 1986
             as amended on September 10, 1986, September
             1, 1991 and January 1, 1998 by and between
             850 Perimeter Rd/NA, LLC (formerly, NA Realty)
             and WPI Instruments, Inc.

  * 13       Portions of the 1998 Annual Report.
             
  * 21       List  of  subsidiaries of the Registrant 
             as of September 27, 1998.

  * 23       Consent of Arthur Andersen LLP

  * 27       Financial Data Schedule


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