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 February 1, 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 February 1, 1997
        Common Stock, par value $0.25              775,615 shares
        
        
        






        
        
        
                                     INDEX
        
        
        
        
        PART I     FINANCIAL INFORMATION
        
        Item 1.    Financial Statements    
        
                   Consolidated Balance Sheets - February 1,
                   1997 and October 26, 1996                    3 - 4     
        
                   Consolidated Statements of Income - 
                   fourteen weeks ended February 1, 1997 and
                   fourteen weeks ended February 3, 1996          5
        
                   Consolidated Statements of Cash Flows -
                   fourteen weeks ended February 1, 1997 and 
                   fourteen weeks ended February 3, 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
        
                                            February 1,     October 26,
                                               1997            1996     
        
        
        CURRENT ASSETS                               
        
         Cash and cash equivalents         $2,604,834       $2,557,251          
         Trade accounts receivable            468,356          480,178
         Inventories                          247,360          219,606
         Prepaid expenses                      19,886           25,938         
         Marketable securities                417,313          560,962
        
            Total current assets            3,757,749        3,843,935   
        
        
        PROPERTY AND EQUIPMENT
        
         Land                                 114,006          114,006
         Building and improvements            324,044          304,044
         Machinery and equipment              594,783          594,783         
         Small tools                           53,580           53,580
         Furniture and fixtures                 8,048            8,048
         Office equipment                      35,615           35,615
         Automobile                            42,336           30,315
        
            Total property and
             equipment                      1,172,412        1,140,391        
        
            Less accumulated depreciation     742,814          747,340
        
               Net property and
                equipment                     429,598          393,051
        
                 Total assets              $_________       $_________






                     OPT-Sciences Corporation and Subsidiary
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
        
        
                      LIABILITIES AND STOCKHOLDERS' EQUITY
        
         
                                             February 1,     October 26,
                                                1997            1996  
        
        CURRENT LIABILITIES
        
         Accounts payable - trade           $  47,775        $  43,760
         Accrued income taxes                  73,988          151,050
         Other current liabilities            135,500          203,779
        
            Total current liabilities         257,263          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                  3,570,471        3,481,639
         Net unrealized gains on
          marketable securities                24,056           20,451     
         Less treasury stock at cost -
          223,516 shares                   (  187,138)      (  186,388)    
        
            Total stockholders' equity      3,930,084        3,838,397
        
                Total liabilities and
                 stockholders' equity      $_________       $_________
        
        






                         OPT-Sciences Corporation and Subsidiary
             CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
                                   (Unaudited)
        
                                             Fourteen       Fourteen  
                                           Weeks Ended     Weeks Ended 
                                            February 1,     February 3, 
                                               1997            1996     
        
        
        
        NET SALES                            $663,772         $491,341   
        
        COST OF SALES                         480,185          335,005    
                              
          Gross profit
           on sales                           183,587          156,336  
        
        
        OPERATING EXPENSES
         Sales & delivery                       3,355            4,405  
         General and administrative            70,437           72,924          
        
         Total operating expenses              73,792           77,329         
        
         Operating income (loss)              109,795           79,007        
        OTHER INCOME                           38,037           34,384         
        
         Net income before taxes              147,832          113,391     
        
        FEDERAL AND STATE INCOME TAXES         59,000           45,300         
            Net income                         88,832           68,091        
        
        
        RETAINED EARNINGS -
        beginning of period                 3,481,639        3,078,329     
        
        RETAINED EARNINGS -
        end of period                      $_________       $_________  
        
        EARNINGS PER SHARE OF
         COMMON STOCK                       _________        _________         
        
        Average shares of 
         stock outstanding                    775,703          776,464         






                     OPT-Sciences Corporation and Subsidiary
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
        
                                             Fourteen       Fourteen  
                                           Weeks Ended     Weeks Ended 
                                            February 1,     February 3, 
                                               1997            1996     
        
        CASH FLOWS FROM OPERATING
         ACTIVITIES
        
         Net income                             $88,832        $68,091         
        
         Adjustments to reconcile net 
          income to net cash provided
          by operating activities
        
           Depreciation and
            amortization                         11,395         10,282         
        
           Gain on sale of 
            securities                        (   2,746)          -0-
           Decrease (increase) in
            Accounts receivable                  11,822         77,423
            Inventories                       (  27,754)     (  15,994)        
            Prepaid expenses                      6,052          6,597
        
           (Decrease) increase in
            Accounts payable                      4,015      (  21,661) 
            Accrued income taxes              (  77,062)     (  19,700)  
            Other current liabilities         (  68,279)     (  24,448)
        
               Net cash (used) provided 
                by operating activities       (  53,725)        80,590   
        
        
        CASH FLOWS FROM INVESTING
         ACTIVITIES
        
         Additions to property and
          equipment                           (  47,942)     (   7,950)    
         Purchases of securities              (  50,000)           -0-      
         Sale of securities                     200,000            -0-
            
               Net cash provided (used) 
                 in investing activities        102,058      (   7,950) 
        
              






                       OPT-Sciences Corporation and Subsidiary
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
        
                                             Fourteen       Fourteen  
                                           Weeks Ended     Weeks Ended 
                                            February 1,     February 3, 
                                               1997            1996     
        
        
        CASH FLOW FROM
         FINANCING ACTIVITIES:
        
         Purchases of treasury stock        $(      750)   $(      488)
        
              Net cash (used) in
               financing activities          (      750)    (      488)
        
        
         Increase in cash                        47,583         72,152
        
        Cash and cash equivalents
         at beginning of year                 2,557,251      2,628,274
        
        Cash and cash equivalents
         at end of year                      $_________     $_________
         
        
        SUPPLEMENTAL DISCLOSURES OF
         CASH FLOWS INFORMATION:
        
          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 
             consolidated  financial statements contain  all  adjustments 
             necessary  to  present  fairly  OPT-Sciences   Corporation's 
             financial  position as of February 1, 1997 and  October  26, 
             1996, and the results of operations  for the fourteen  weeks 
             ended February 1, 1997 and the fourteen weeks ended February 
             3,  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 quarter of the year from 
             $2,557,251 to $2,604,834.  Profits generated, coupled with a 
             decrease  in accounts receivable more than offset  decreases 
             in  current obligations.  There are no material  obligations 
             in  existence which would be anticipated to cause  any  sub-
             stantial  decrease in the cash balances from other than  the 
             Company's future operations.
        
        
             RESULTS OF OPERATIONS
        
             Sales revenues have increased by about 35% from the level of 
             the  first  quarter of the prior year  which  continues  the 
             growth trend of the prior year.  Gross profits increased  by 
             about  17% from those of the prior year due to  increase  in 
             volume  the  product  mix.  Earnings  from  investments  are 
             higher due to higher invested balances 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
        
        
        
                                                               
        Date                              Anderson McCabe, President
        
        
        
        
                                                                
        Date                              Harvey Habeck,
                                          Chief Accountant