U.S. SECURITIES AND EXCHANGE COMMISSION
        
                             WASHINGTON, DC 20549
        
                                 FORM 10-QSB
        
                Quarterly report under to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934
        
        
                  For the quarterly period ended August 2, 1997  
        
                           Commission File No. 0-1455
        
                                        
                          OPT - SCIENCES CORPORATION              
        (Exact name of small business issuer as specified in its charter)
        
        
                      New  Jersey                       21-0681502         
        (State or other jurisdiction of              (I.R.S. Employer 
         incorporation or organization)           identification number)
        
        
        
            1912 Bannard Street, Riverton, NJ             08077   
        (Address of principal executive offices)       (Zip Code) 
        
        
        
        Registrant's telephone number, including area code:    609-829-2800 
        
        Check  whether  the issuer (1) filed all reports required  to  be 
        filed by Section 13 or 15(d) of the Exchange Act during the  past 
        twelve 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        
        
        
        State  the number of shares outstanding of each of  the  issuer's 
        classes of common equity, as of the latest practicable date:
        
        
                      Class            Outstanding at August 2, 1997
        Common Stock, par value $0.25              775,585 shares
        
        
        
        






        
        
        
                                     INDEX
        
        
        
        
        PART I     FINANCIAL INFORMATION
        
        Item 1.    Financial Statements    
        
                   Consolidated Balance Sheets - August 2,
                   1997 and October 26, 1996                     3 - 4     
        
                   Consolidated Statements of Income - 
                   thirteen weeks ended August 2, 1997
                   and July 27, 1996 and forty weeks
                   ended  August  2, 1997 and thirty-nine
                   weeks ended July 27, 1996                       5
        
                   Consolidated Statements of Cash Flows -
                   forty weeks ended August 2, 1997 and
                   thirty-nine weeks ended July 27, 1996         6 - 7
        
                   Notes to Consolidated Financial Statements      8
        
        Item 2.    Management's Discussion and Analysis or Plan
                   of Operation                                    9
        
        
        PART II    OTHER INFORMATION
        
        Item 1     Not Applicable
        
        Item 2     Not Applicable
        
        Item 3     Not Applicable
        
        Item 4     Not Applicable
        
        Item 5     Not Applicable
        
        Item 6     Not Applicable
        
        
        SIGNATURE                                                 10






                     OPT-Sciences Corporation and Subsidiary
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
        
                                     ASSETS
        
                                             August 2,     October 26,
                                               1997           1996     
        
        
        CURRENT ASSETS                               
        
         Cash and cash equivalents         $2,639,266       $2,557,251         
         Trade accounts receivable            782,909          480,178
         Inventories - at lower of cost
          or market                           235,353          219,606   
         Prepaid expenses                       8,505           25,938
         Marketable securities                377,009          560,962  
        
            Total current assets            4,043,042        3,843,935   
        
        
        
        PROPERTY AND EQUIPMENT
        
         Land                                 114,006          114,006
         Building and improvements            335,845          304,044
         Machinery and equipment              598,609          594,783
         Small tools                           53,580           53,580
         Furniture and fixtures                 8,048            8,048
         Office equipment                      40,990           35,615
         Automobile                            42,336           30,315
        
            Total property and
             equipment                      1,193,414        1,140,391    
        
            Less accumulated depreciation     765,604          747,340
        
               Net property and
                equipment                     427,810          393,051
        
                 Total assets              $_________       $_________






                     OPT-Sciences Corporation and Subsidiary
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
        
        
                      LIABILITIES AND STOCKHOLDERS' EQUITY
        
                                             August 2,     October 26, 
                                                1997            1996  
        
        CURRENT LIABILITIES
        
         Accounts payable - trade             $40,541          $43,760          
         Accrued income taxes                  49,980          151,050
         Other current liabilities            134,567          203,779
        
            Total current liabilities         225,088          398,589
        
        
        STOCKHOLDERS' EQUITY
        
         Common capital stock - par value
          $.025 per share - authorized
          and issued 1,000,000 shares         250,000          250,000
         Additional paid in capital           272,695          272,695
         Retained earnings                  3,878,843        3,481,639
         Net unrealized gains on
          equity securities                    31,444           20,451   
         Less treasury stock at cost -
          224,415 shares and 223,885 
          shares respectively              (  187,218)      (  186,388)         
        
            Total stockholders' equity      4,245,764        3,838,397
        
                Total liabilities and
                 stockholders' equity      $_________       $_________
        
        






                     OPT-Sciences Corporation and Subsidiary
             CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
                                   (Unaudited)
        
        
                            Thirteen     Thirteen     Forty      Thirty-Nine
                           Weeks Ended  Weeks Ended Weeks ended  Weeks ended 
                            August 2,     July 27,   August 2,     July 27,
                               1997         1996        1997         1996   
        
        
        NET SALES          $1,046,344     $778,084  $2,481,328   $1,906,185
       
        COST OF SALES         627,572      454,182   1,699,857    1,243,591   
                              
          Gross profit
           on sales           418,772      323,902     781,471      662,902
        
        
        OPERATING EXPENSES
         Sales & delivery       3,371        5,997      15,983       14,685  
         General and
          administrative       65,135       62,431     218,062      195,407 
        
         Total operating
          expenses             68,506       68,428     234,045      210,092 
        
         Operating income     350,266      255,474     547,426      452,502
        
        OTHER INCOME           35,338       32,245     113,878      102,245 
        
          Net income 
           before taxes       385,604      287,719     661,304      554,754
        
        FEDERAL AND STATE
         INCOME TAXES         154,000      131,850     264,100      238,500
        
          Net income          231,604      155,869     397,204      316,254
        
        
        RETAINED EARNINGS -
        beginning of period 3,647,239    3,238,714   3,481,639    3,078,329    
        
        RETAINED EARNINGS -
        end of period      $_________   $_________  $_________   $_________ 
        
        EARNINGS (loss)   
         PER SHARE OF
         COMMON STOCK             .30          .20         .51          .41 
        
        Average shares of 
         stock outstanding    775,592      776,109     775,638      776,243 
        






                     OPT-Sciences Corporation and Subsidiary
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
        
                                                 Forty       Thirty-nine
                                              Weeks Ended    Weeks Ended
                                               July   ,        July 27,  
                                                  1997           1996   
        
        CASH FLOWS FROM OPERATIONS
        
         Net income                            $397,204       $316,254 
        
         Adjustments to reconcile net 
          income to net cash provided
          by operating activities
        
          Depreciation and
           amortization                          34,185         18,629
        
          (Gain) on sale of
           securities                          (  7,954)     (   2,656)
          Decrease (increase) in
           Accounts receivable                 (302,731)     ( 146,425)   
           Inventories                         ( 15,747)     (  21,521)
           Prepaid expenses                      17,433         16,820
        
         (Decrease) increase in
           Accounts payable                    (  3,219)      ( 13,689)
           Accrued income taxes                (101,070)        88,091
           Other current liabilities           ( 69,212)     (   2,328)
        
        
             Net cash (used) provided by
              operating activities             ( 51,111)       253,175 
       
        
        CASH FLOWS FROM INVESTING
         ACTIVITIES
        
         Additions to property and
          equipment                            ( 68,944)     (  57,951)
         Purchases of securities               (125,060)     (  28,811)
         Sale of securities                     327,960          9,966 
        
             Net cash provided (used)  
              by investing activities           133,956       ( 76,796)     
        






                         OPT-Sciences Corporation and Subsidiary
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
        
                                                 Forty       Thirty-nine
                                              Weeks Ended    Weeks Ended
                                               August 2,       July 27,  
                                                  1997           1996   
        
        
        CASH FLOWS FROM
         FINANCING ACTIVITIES:
        
         Purchases of treasury
          stock                              $(     830)   ($      563)    
        
             Net cash used in
              financing activities            (     830)    (      563)  
        
        Increase in cash                         82,015        175,816
        
        Cash and cash equivalents
         at beginning of period               2,557,251      2,628,274
        
        
        Cash and cash equivalents
         at end of period                    $_________     $_________ 
        
        
        SUPPLEMENTAL DISCLOSURES:
        
         Interest paid                       $_________     $_________
        
         Income taxes paid                   $_________     $_________
         






                       OPT-Sciences Corporation and Subsidiary
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)
        
        
        
        1.   In  the opinion of management, the accompanying unaudited  con-
             solidated  financial statements contain all adjustments  neces-
             sary  to  present fairly OPT-Sciences  Corporation's  financial 
             position as of August 2, 1997 and October 26, 1996, and the re-
             sults  of operations  for the forty weeks ended August 2,  1997 
             and  the thirty-nine weeks ended July 27, 1996 and  cash  flows 
             for the respective periods then ended.
        
        2.   The results of operations for the periods presented are  not 
             necessarily indicative of the results to be expected for the 
             full year.
        






                       MANAGEMENT'S DISCUSSION AND ANALYSIS OF
        
                    FINANCIAL CONDITION AND RESULTS OF OPERATIONS
        
        
        
        
             FINANCIAL CONDITION
        
             
             Cash  and cash equivalents--OPT Sciences Corporation's  cash 
             balances increased during the first nine months of the  year 
             from $2,557,251 to $2,639,266.  Profits generated more  than 
             offset  increases in accounts receivable and  inventory  and 
             required payments of income taxes due.  There are no materi-
             al  obligations in existence which would be  anticipated  to 
             cause  any  substantial decrease in the cash  balances  from 
             other than the Company's future operations.
        
        
             RESULTS OF OPERATIONS
        
             Sales revenues have increased by 30.1% from the level of the 
             first  nine months of the prior year.  The Company was  able 
             to  produce  the additional volume by increasing  the  labor 
             force.   This  increased labor force increased the  cost  of 
             production  and resulted in lower gross profit percent  than 
             the  prior  year.   The additional staff  should  allow  the 
             Company  to  achieve better efficiencies in the  future  and 
             handle  higher volume.  This was especially evident  in  the 
             3rd  quarter.   Earnings from investments are higher due  to 
             higher investment returns than at the same time last year.
        
        
        
        
        
        
        






        
                                      
                                      SIGNATURES
        
        
        
        In  accordance  with the requirements of the  Exchange  Act,  the 
        registrant  this report to be signed on its behalf by the  under-
        signed,  thereunto duly authorized.
        
        
                                          OPT-SCIENCE CORPORATION
                                          Registrant
        
        
        
                                                                    
                                          Anderson McCabe, President
        Date
        
        
        
                                                                    
                                          Harvey Habeck,
        Date                              Chief Accountant