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                                  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 December 31, 1997

                                       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 NO.: 0-9273
                              --------------------

                              MODERN CONTROLS, INC.
             (Exact name of registrant as specified in its charter)


                   MINNESOTA                              41-0903312
        (State or other jurisdiction of                (I.R.S. Employer
         incorporation or organization)               Identification No.)

            7500 BOONE AVENUE NORTH
             MINNEAPOLIS, MINNESOTA                          55428
    (Address of principal executive offices)              (Zip Code)


       Registrant's telephone number, including area code: (612) 493-6370

        Securities registered pursuant to Section 12(b) of the Act: NONE.

           Securities registered pursuant to Section 12(g) of the Act:

                          COMMON STOCK, $0.10 PAR VALUE
                              --------------------

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X]  NO [ ]

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

         As of March 16, 1998, 6,446,857 shares of Common Stock of the
registrant were deemed outstanding, and the aggregate market value of the Common
Stock of the registrant (based upon the average of the high and low sales prices
of the Common Stock at that date as reported by the Nasdaq National Market),
excluding outstanding shares beneficially owned by directors and executive
officers, was approximately $62,141,000.

                       DOCUMENTS INCORPORATED BY REFERENCE

         Parts I, II and IV of this Annual Report on Form 10-K incorporate by
reference information (to the extent specific pages are referred to herein) from
the Company's 1997 Annual Report to Shareholders (the "1997 Annual Report").
Part III of this Annual Report on Form 10-K incorporates by reference
information (to the extent specific sections are referred to herein) from the
Company's Proxy Statement for its Annual Meeting of Shareholders to be held May
19, 1998 (the "1998 Proxy Statement").


================================================================================

<PAGE>


                                     PART I

ITEM 1. BUSINESS

         (a) GENERAL DEVELOPMENT OF BUSINESS

         Modern Controls, Inc., a Minnesota corporation (the "Company"), was
incorporated in February 1966. Since its incorporation, the Company has been
engaged in the design, manufacture and marketing of precision measurement and
process sensing instruments and systems. The Company currently has four major
product groups which service various niche markets: (i) Permeation Products;
(ii) Consulting and Developmental Services; (iii) Weighing Products; and (iv)
Packaging Products.

         The Permeation Products group consists of (i) products and services
that test packages and packaging materials for permeation of gases and water
vapor; and (ii) instruments that measure the thickness of thin films and
coatings in laboratories. The Consulting and Developmental Services group
performs studies for its customers and provides solutions for packaging
applications using the Company's most advanced technologies and systems. The
Weighing Products group consists of instruments for pharmaceutical capsule and
tablet weighing and sorting. The Packaging Products group consists of (i)
instruments that detect leaks and test the seal strength in packages; (ii)
analyzers which measure oxygen and carbon dioxide content of the headspace in
both flexible and rigid packages; and (iii) analyzers for the on-line
measurement of oxygen and carbon dioxide.

         The Company's principal executive offices are located at 7500 Boone
Avenue North, Minneapolis, Minnesota 55428 and its telephone number is (612)
493-6370.

         (b) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

         The Company operates in a single industry segment: the design,
manufacture and marketing of precision testing instrumentation, advanced process
sensing equipment and related services.

         (c) NARRATIVE DESCRIPTION OF BUSINESS

PERMEATION PRODUCTS

         The Permeation Products group consists of (i) products and services
that test packages and packaging materials for permeation of gases and water
vapor and (ii) instruments that measure the thickness of thin films and coatings
in laboratories.

         The various permeation measurement instruments included within the
Permeation Products group and manufactured by the Company measure the rate at
which oxygen, carbon dioxide and water vapor permeate through packages and
packaging materials. The principal market for the permeation measurement
instruments consists of manufacturers of packaging materials, including
manufacturers of papers, plastics and coatings, and the users of such packaging
materials in the food, beverage, pharmaceutical and chemical industries.

<PAGE>


         The gauging products, included within the Permeation Products group,
use capacitance technology to measure the thickness of thin films and coatings.
These gauges measure all types of non-metallic materials, with very repeatable
gauge readings at thickness resolutions up to one millionth of an inch. Software
packages allow the display of each material's profile and provide analysis of
the related data. The principal market for the gauging portion of this product
group is made up of manufacturers of plastic films.

         The Permeation Products line consists of the following products: (i)
oxygen permeability test systems (seven models); (ii) water vapor permeability
test systems (five models); (iii) carbon dioxide permeability test systems (two
models); (iv) flavor, aroma and odor permeability test systems (two models); and
(v) gauges designed for laboratory use (one model).

         The gas permeability test systems (i, iii and iv above) measure the
ability of packages, films and bottles or other containers to resist oxygen,
carbon dioxide and/or other gas permeation. The water vapor permeability
instruments (ii above) measure water vapor permeation through films and packages
and inform food processors, container companies and basic film suppliers as to
the ability of certain packaging to retain or block out water. The gauging
products (v above) measure the thickness of films.

         The Company also provides certain laboratory testing services utilizing
the Company's products. These services are primarily in the area of testing film
and package permeation. Users of these services are primarily those companies
with insufficient volume to warrant purchasing the Company's products or others
not familiar with such equipment. Other users include companies that have
purchased the Company's products but have a need for additional capacity.

         Permeation Products accounted for approximately 71%, 73% and 71% of the
Company's total sales during the fiscal years ended December 31, 1997, 1996 and
1995, respectively.

CONSULTING AND DEVELOPMENTAL SERVICES

         The Company provides consulting and developmental services, on a
special project basis, for customers that require unique problem solving
capabilities. The Company's services may relate to absorption or diffusion of
various compounds, harsh environment applications, shelf-life concerns, flavor
or odor detection, contract research or special permeation applications. In
providing the consulting and developmental services, the Company uses its most
advanced measurement technologies, including proprietary TRANSORPTION(R)
technology. The principal market for the consulting and developmental services
consists of manufacturers of foods, beverages, pharmaceuticals, plastics,
chemicals, electronics, and personal care products.

         Consulting and developmental services accounted for less than 15% of
the Company's total sales during the fiscal years ended December 31, 1997, 1996
and 1995, respectively.

WEIGHING PRODUCTS

         The weighing instruments manufactured by the Company are: (i) a
high-speed capsule weighing and sorting device (VERICAP(R)); (ii) a high-speed
tablet weighing and sorting device (VERITAB(R)); and (iii) an automatic balance.
These products are marketed primarily to the pharmaceutical industry, both
domestically and in foreign countries.

<PAGE>


         The VERICAP(R) is designed to detect deviations in the weight of filled
gelatin capsules and to reject capsules outside an acceptable range at rates of
up to 2,000 capsules per minute. The VERICAP(R) 2500 can be integrated into a
production line to weigh capsules as they are produced. This device also records
and analyzes the data relating to accepted capsules during the processing.

         The VERITAB(R) is designed to detect deviations in the weight of
tablets and to reject tablets outside an acceptable range at rates of up to 800
tablets per minute. Data related to accepted tablets is recorded and analyzed.

         The Company also manufactures and markets a small, highly accurate
automatic balance for weighing capsules and tablets.

         Weighing products accounted for approximately 15%, 15% and 17% of the
Company's total sales during the fiscal years ended December 31, 1997, 1996 and
1995, respectively.

PACKAGING PRODUCTS

         The various packaging products manufactured by the Company include leak
detection instruments and head space analyzers. The two leak detection
instruments detect leaks in pouches, blister packs and a wide range of other
packages. The principal market for these products include packagers of food,
pharmaceuticals and sterile medical supplies. The first of the two leak
detection instruments is a non-destructive leak detector that senses small
amounts of carbon dioxide escaping from a package. The carbon dioxide may be
present in the headspace of the package or forced inside the package by carbon
dioxide pressurization. The second instrument detects leaks and checks for seal
integrity by applying and measuring pressure within the packages.

         The headspace analyzers sold by the Company analyze the amount of
oxygen or carbon dioxide present in the headspace of flexible and rigid food
packages. Some analyzers measure the oxygen and/or carbon dioxide content in
flushing gases used in modified or controlled atmosphere packaging. The Company
sells and manufactures six different headspace analyzer models, two that measure
oxygen, two that measure carbon dioxide and two that measure both oxygen and
carbon dioxide. There are six corresponding models for analyzing flushing gases.

         Packaging products accounted for less than 15% of the Company's total
sales during the fiscal years ended December 31, 1997, 1996 and 1995,
respectively.

COMPETITION

         The Company experiences competition in both foreign and domestic
markets from one or more competitors with respect to all of its products and
services. Some of the Company's competitors have greater assets and resources
than the Company and some are smaller than the Company. The principal
competitive factors are price, product performance and capability, and
distribution. The Company believes that its products either exceed or are equal
in performance and capability to those of its competitors. Price comparability
varies by product. Several of the Company's larger competitors may have stronger
marketing organizations.

<PAGE>


MANUFACTURING AND SUPPLIES; YEAR 2000 COMPLIANCE

         Most of the parts and materials used in the manufacture of the
Company's products are standardized and are purchased from various manufacturers
or distributors and assembled at the Company. Multiple sources of supply are
available for these items, and the Company has experienced no significant
shortages or delays from its suppliers. Components designed by the Company are
produced by others in accordance with the Company's specifications. A limited
number of components for the Company's products are available from single
suppliers. The loss of any single supplier could have a material adverse effect
on the Company until the Company either arranges for another supplier or makes
appropriate design changes.

         The Company continues to assess its ability to process information
correctly into the Year 2000. The Company does not anticipate incurring
significant additional costs to address Year 2000 issues, although the
effectiveness of the Company's present efforts to address this issue can not be
assured. If the Company's efforts are not successful or if vendors or other
third parties with which the Company conducts business do not successfully
address this issue, the Company's business, financial condition and results of
operations could be adversely affected.

BACKLOG

         The Company had a total backlog of approximately $398,000 as of
December 31, 1997 for all of its products as compared to approximately
$3,148,000 and $3,461,000 as of December 31, 1996 and 1995, respectively. The
Company anticipates filling all of the current backlog in 1998.

PATENTS AND LICENSES

         Generally, the Company believes that the protection afforded by patent
rights is important to its business and it will continue to seek patent
protection for its technology and products. The Company has required certain
employees and consultants to assign to the Company all inventions which are
conceived and developed during their employment, except to the extent prohibited
by applicable law. The Company owns two U.S. patents and one foreign patent
relating to its VERICAP product, three U.S. patents and three foreign patents
relating to the VERITAB product, one U.S. patent and two foreign patents
relating to headspace analyzers and nine U.S. patents and seven foreign patents
relating to its film thickness measurement systems. In addition, the Company
owns twelve U.S. patents and eight foreign patents relating to its permeability
test systems and it owns two patents relating to products offered through its
consulting and developmental services. These patents will expire during the
period from 1999 through 2015.

         Even though the Company has obtained the patents mentioned above, there
can be no guarantee that these patents will keep competitors from producing
substantially similar products. Although it can offer no assurance, the Company
believes its products do not infringe on patents owned by any other persons. Any
determination that a material component of the Company's products infringes upon
the rights of others could have a material adverse effect upon the Company. In
the event that the Company's products may be covered in whole or in part by
patents owned by others, the Company may find it desirable to obtain licenses
with respect to such patents. The Company has a license, under a U.S. patent, to
manufacture products relating to a multiple gas permeability test system.
Pursuant to this license, the Company must pay royalties of 4-1/2 percent

<PAGE>


of the net selling price of any product covered by such patent until such time
as the patent expires. The patent and the license are scheduled to expire on
August 14, 2001.

         The Company also owns or has applied for certain trademarks which
protect and identify its products, including the trademark MOCON(R), which the
Company has designated as a house trademark under which all its products are
sold, and the trademarks and servicemarks VERICAP(R), OX-TRAN(R),
PERMATRAN-W(R), PROFILER(R), COULOX(R), HERSCH(R), VERITAB(R), AROMATRAN(R),
SKYE(R), PAC CHECK 200(R) and TRANSORPTION(R). The Company's trademarks have a
life, subject to periodic maintenance, of 10 to 20 years, which may be extended.

RESEARCH AND DEVELOPMENT

         The Company incurred expenses of approximately $1,016,000, $1,216,000
and $1,060,000 during the fiscal years ended December 31, 1997, 1996 and 1995,
respectively, for research and development of its products. Research and
development costs were 6.0% of sales for the fiscal year ended December 31, 1997
and were 8.2% and 8.3%, respectively, for the preceding two fiscal years. For
the foreseeable future, the Company expects to allocate, on an annual basis,
approximately 8% of sales to research and development.

WORKING CAPITAL PRACTICES

         The Company maintains inventory levels in its four product groups
consistent with projected sales. The Company's standard domestic payment terms
are net 30 days. International sales are transacted pursuant to letters of
credit in some cases. The Company generally warrants its products for one year
from the date of shipment. There have been few instances when the Company was
required to accept the return of merchandise which failed to comply with the
Company's warranty.

FOREIGN AND DOMESTIC MARKETING

         The Company markets its products in the United States and Canada
through a direct sales force of 23 persons. The Company's foreign markets are
served by a network of 37 independent representatives in Africa, Asia,
Australia, Europe, Mexico, South America and certain Pacific Rim countries. To
the Company's knowledge, no independent sales representative of the Company
sells a material amount of products manufactured by the Company's competitors.
The sales representative for the Company in Europe is licensed to sell headspace
analyzers and leak detectors similar to those sold by the Company. The Company,
however, is not licensed to sell these products in Europe.

         The Company's wholly owned subsidiary, MoCon FSC, Inc., a Barbados
corporation ("FSC"), carries out all the foreign distribution of the Company's
products. The Company acts as the selling agent of FSC.

         The Company makes all foreign sales in U.S. dollars and consequently
does not hedge against exchange rate fluctuations. Nonetheless, should the value
of the dollar rise relative to other currencies, the Company's sales abroad
would be negatively impacted. Additionally, the Company can give no assurances
that foreign tariff, trade or tax policies or foreign economic conditions will
not negatively affect sales and earnings of the Company in the future.

<PAGE>


         For information concerning the Company's export sales by geographic
area, see Note 9 of the Notes to Consolidated Financial Statements contained on
page 21 of the Company's 1997 Annual Report. Although no single customer
accounts for 10% or more of the Company's consolidated revenues and the Company
does not believe that the loss of any single customer would have a material
adverse effect on the Company, two of the Company's independent representatives
accounted for approximately 16% and 11%, respectively, of the Company's sales in
fiscal 1997. For additional information concerning sales by such independent
representatives, see Note 9 of the Notes to Consolidated Financial Statements
contained on page 21 of the Company's 1997 Annual Report. The Company's business
is not seasonal in nature.

EMPLOYEES

         The Company currently has 92 full-time employees, including 39 in
manufacturing, 9 in research and development and 44 in general administration
and marketing. None of the Company's employees are represented by a labor union,
and the Company considers its employee relations to be satisfactory.

ITEM 2. PROPERTIES

         The Company's executive offices and operations are located at 7500
Boone Avenue North, Minneapolis, Minnesota. The portion of the building occupied
by the Company contains approximately 47,000 square feet, of which approximately
36,000 square feet (approximately 78%) is currently being utilized. Management
believes that the Company's manufacturing facilities are generally adequate for
its operations and such facilities are maintained in a good state of repair. The
current lease expires June 30, 2005.

ITEM 3. LEGAL PROCEEDINGS

         There are no material pending legal, governmental, administrative or
other proceedings to which the Company is a party or of which any of its
property is the subject.

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

         No matter was submitted to a vote of security holders during the fourth
quarter of 1997.


                                    PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         The information under the caption "Common Stock Information" on page 21
of the Company's 1997 Annual Report is incorporated herein by reference. The
Company has not sold any securities during the fiscal year ending December 31,
1997 that were not registered under the Securities Act of 1933, as amended.

<PAGE>


ITEM 6. SELECTED FINANCIAL DATA

         The financial information under the caption "Selected Financial Data"
on page 1 of the Company's 1997 Annual Report is incorporated herein by
reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

         The information under the caption "Management's Discussion and Analysis
of Results of Operations and Financial Condition" on pages 11 to 12 of the
Company's 1997 Annual Report is incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         Substantially all of the Company's marketable securities are at fixed
interest rates and therefore the fair value of these instruments is affected by
changes in market interest rates. However, almost all of the Company's
marketable securities mature within three years. Accordingly, the Company
believes that the market risk arising from its holding of these financial
instruments is minimal.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The Company's Financial Statements and Independent Auditors' Report
thereon on pages 13 to 21 of the Company's 1997 Annual Report are incorporated
herein by reference, as is the unaudited information set forth under the caption
"1997 * Year in Review" on page 1 of the Company's 1997 Annual Report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

         Not applicable.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

         (a) DIRECTORS OF THE COMPANY

         The information under the captions "Election of Directors --
Information About Nominees" and "Election of Directors -- Other Information
About Nominees" in the Company's 1998 Proxy Statement is incorporated herein by
reference.

<PAGE>


         (b) EXECUTIVE OFFICERS OF THE COMPANY

         The executive officers of the Company, their ages, the year first
elected or appointed as an executive officer and the offices held, as of
February 20, 1998, are as follows:

                                                                       Executive
                                                                        Officer
       Name            Age      Title (1)                                Since
--------------------   ---   ----------------------------------------- ---------
William N. Mayer (2)    67   Chairman of the Board and Chief Executive      1976
                             Officer (3)

Robert L. Demorest      52   President (4)                                  1985

Ronald A. Meyer         47   Vice President -- Finance & Administration,    1985
                             Treasurer and Secretary (5)

Daniel W. Mayer (2)     47   Executive Vice President (6)                   1988

----------
(1)      All executive officers have been employed in the capacity set forth for
         at least five years unless otherwise indicated.

(2)      Daniel W. Mayer is the son of William N. Mayer, Chairman of the Board
         and Chief Executive Officer of the Company.

(3)      W.N. Mayer has been the Chairman of the Board, Chief Executive Officer
         and President of the Company for over five years. Effective January 30,
         1995, Mr. W.N. Mayer resigned as President of the Company.

(4)      Mr. Demorest was elected President of the Company on January 30, 1995.
         Prior to that time, Mr. Demorest was the Executive Vice President --
         Sales & Marketing and Secretary.

(5)      Mr. Ronald A. Meyer was elected Secretary of the Company on January 30,
         1995. Prior to that time, Mr. Meyer served as Assistant Secretary.

(6)      Mr. Daniel W. Mayer was elected Executive Vice President on January 30,
         1995. Prior to that time, Mr. Mayer served as the Vice President --
         Product Development.

         (c) COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

         The information under the caption "Section 16(a) Beneficial Ownership
Reporting Compliance" in the Company's 1998 Proxy Statement is incorporated
herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

         The information under the captions "Election of Directors -- Director
Compensation" and "Executive Compensation and Other Benefits" in the Company's
1998 Proxy Statement is incorporated herein by reference.

<PAGE>


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The information under the caption "Principal Shareholders and
Beneficial Ownership of Management" in the Company's 1998 Proxy Statement is
incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The information under the caption "Election of Directors -- Other
Information About Nominees" in the Company's 1998 Proxy Statement is
incorporated herein by reference.

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

         (a)      (1) Financial Statements:

         The following Consolidated Financial Statements of the Company are
incorporated herein by reference from the pages indicated in the Company's 1997
Annual Report:

         Independent Auditors' Report -- page 21.

         Consolidated Balance Sheets -- December 31, 1997 and 1996 -- page 14.

         Consolidated Statements of Income -- Years Ended December 31, 1997,
         1996 and 1995 -- page 13.

         Consolidated Statements of Cash Flows -- Years Ended December 31, 1997,
         1996 and 1995 -- page 15.

         Notes to Consolidated Financial Statements -- pages 16 to 21.

                  (2) Financial Statement Schedules:

         The following financial statement schedules are included herein and
should be read in conjunction with the financial statements referred to above:

         Independent Auditors' Report on Financial Statement Schedule

         Financial Statement Schedule:

                  II - Valuation and Qualifying Accounts

         All other schedules are omitted as the required information is
inapplicable or the information is presented in the financial statements or
related notes.

<PAGE>


          INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENT SCHEDULE

The Board of Directors and Stockholders
Modern Controls, Inc.:

Under date of February 12, 1998, we reported on the consolidated balance sheets
of Modern Controls, Inc. and subsidiary as of December 31, 1997 and 1996, and
the related consolidated statements of income, and cash flows for each of the
years in the three-year period ended December 31, 1997, as contained in the 1997
annual report to stockholders. These consolidated financial statements and our
report thereon are incorporated by reference in the annual report on Form 10-K
for the year 1997. In connection with our audits of the aforementioned
consolidated financial statements, we also have audited the related financial
statement schedule as included in Item 14(a)2. This financial statement schedule
is the responsibility of the Company's management. Our responsibility is to
express an opinion on this financial statement schedule based on our audits.

In our opinion, such financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth herein.

                                                      /s/  KPMG Peat Marwick LLP

Minneapolis, Minnesota
February 12, 1998


                                   SCHEDULE II

                      MODERN CONTROLS, INC. AND SUBSIDIARY

                        Valuation and Qualifying Accounts

                                   BALANCE AT  CHARGED TO                BALANCE
                                    BEGINNING   COSTS AND                 AT END
   DESCRIPTION                       OF YEAR    EXPENSES  DEDUCTIONS(1)  OF YEAR
   -----------                       -------    --------  -------------  -------

Year ended December 31, 1997
  allowance for doubtful accounts   $ 155,000      9,090      1,090      163,000

Year ended December 31, 1996
  allowance for doubtful accounts   $ 132,000     25,312      2,312      155,000

Year ended December 31, 1995
  allowance for doubtful accounts   $ 147,000     15,323     30,323      132,000

---------------------
         (1)      Bad debts written off

                  (3)      Exhibits

         The exhibits to this Report are listed in the Exhibit Index.

<PAGE>


         A copy of any of the exhibits listed or referred to above will be
furnished at a reasonable cost to any person who was a shareholder of the
Company as of March 20, 1998, upon receipt from any such person of a written
request for any such exhibit. Such request should be sent to Modern Controls,
Inc., 7500 Boone Avenue North, Minneapolis, Minnesota 55428; Attn.: Shareholder
Information.

         The following is a list of each management contract or compensatory
plan or arrangement required to be filed as an exhibit to this Annual Report on
Form 10-K pursuant to Item 14(c):

         A.       Employee Stock Option Plan, as amended (incorporated by
                  reference to the Company's Annual Report on Form 10-K for the
                  fiscal year ended December 31, 1996 (File No. 0-9273)).

         B.       1982 Restated Incentive Stock Option Plan (incorporated by
                  reference to the Company's Registration Statement on Form S-8
                  (File No. 33-27730)).

         C.       1990 Non-Employee Director Stock Option Plan (incorporated by
                  reference to the Company's Registration Statement on Form S-8
                  (File No. 33-42255)).

         D.       1992 Stock Option Plan (incorporated by reference to the
                  Company's Registration Statement on Form S-8 (File No.
                  33-49752)).

         E.       Compensation Committee resolutions setting forth the Incentive
                  Compensation Plan for fiscal 1997, 1998 and 1999 (incorporated
                  by reference to the Company's Annual Report on Form 10-K for
                  the fiscal year ended December 31, 1996 (File No. 0-9273)).

         F.       Paired Profit Sharing Plan effective July 1, 1996
                  (incorporated by reference to the Company's Annual Report on
                  Form 10-K for the fiscal year ended December 31, 1996 (File
                  No. 0-9273)).

         G.       Confidentiality Agreement, dated June 3, 1983, between the
                  Company and William N. Mayer (incorporated by reference to the
                  Company's Annual Report on Form 10-K for the fiscal year ended
                  December 31, 1988 (File No. 0-9273)).

         (b)      Reports on Form 8-K

         No reports on Form 8-K were filed during the fourth quarter of the
fiscal year ended December 31, 1997.

         (c)      Exhibits

         The exhibits to this Report are listed in the Exhibit Index.

         (d)      Financial Statement Schedules

         See Item 14, section (a)(2) above for the financial statement schedules
filed herewith.

<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 by the undersigned, thereunto duly authorized.


Date:  March 20, 1998           MODERN CONTROLS, INC.

                                By: /s/ William N. Mayer
                                    --------------------------------------------
                                    William N. Mayer, Chief Executive Officer
                                    (principal executive officer)

                                By: /s/ Ronald A. Meyer
                                    --------------------------------------------
                                    Ronald A. Meyer, Vice President --
                                    Finance & Administration,
                                    Treasurer and Secretary
                                    (principal financial and accounting officer)


         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on March 20, 1998.

                                    Signature and Title
                                    -------------------

                                    /s/ William N. Mayer
                                    --------------------------------------------
                                    William N. Mayer, Chairman of the Board

                                    /s/ Robert L. Demorest
                                    --------------------------------------------
                                    Robert L. Demorest, President and Director

                                    /s/ Richard A. Proulx
                                    --------------------------------------------
                                    Richard A. Proulx, Director

                                    /s/ Paul L. Sjoquist
                                    --------------------------------------------
                                    Paul L. Sjoquist, Director

                                    /s/ Dean B. Chenoweth
                                    --------------------------------------------
                                    Dean B. Chenoweth, Director

                                    /s/ J. Leonard Frame
                                    --------------------------------------------
                                    J. Leonard Frame, Director

                                    /s/ Thomas C. Thomas
                                    --------------------------------------------
                                    Thomas C. Thomas, Director

<PAGE>


                              MODERN CONTROLS, INC.

                        Exhibit Index to Annual Report On
                                    Form 10-K
                     For Fiscal Year Ended December 31, 1997


Item                                                                   Method of
 No.                                     Item                             Filing
----     --------------------------------------------------------------   ------

3.1      Restated Articles of Incorporation of the Company                   (1)

3.2      Amendment to Restated Articles of Incorporation of the Company,
         effective May 27, 1987                                              (2)

3.3      Amendment to Restated Articles of Incorporation of the Company,
         effective June 28, 1991                                             (3)

3.4      Third Restated Bylaws of the Company                                (4)

10.1     Office/Warehouse Lease, dated July 29, 1994                         (5)

10.2     Office/Warehouse Lease Extension, dated June 6, 1997                (9)

10.3     Employee Stock Option Plan, as amended                              (8)

10.4     1982 Restated Incentive Stock Option Plan                           (6)

10.5     1990 Non-Employee Director Stock Option Plan                        (6)

10.6     1992 Stock Option Plan                                              (7)

10.7     Compensation Committee resolutions setting forth the Incentive
         Compensation Plan for fiscal 1997, 1998 and 1999                    (8)

10.8     Paired Profit Sharing Plan effective July 1, 1996                   (8)

10.9     Confidentiality Agreement, dated June 3, 1983, between the Company
         and William N. Mayer                                                (4)

10.10    Agency and Service Agreement, dated January 1, 1987, between the
         Company and MoCon FSC, Inc.                                         (4)

<PAGE>


10.11    Foreign Sales Corporation Suppliers Agreement, dated
         March 28, 1985, between the Company and MoCon FSC, Inc.             (4)

11.1     Computation of per share earnings                                   (9)

13.1     Selected pages from the 1997 Annual Report to Shareholders          (9)

21.1     Subsidiaries of the Company                                         (4)

23.1     Independent Auditors' Consent                                       (9)

27.1     Financial Data Schedule for the year ended December 31, 1997        (9)

27.2     Amended and Restated Financial Data Schedule for the                (9)
         quarter ending September 30, 1997

27.3     Amended and Restated Financial Data Schedule for the
         quarter ending June 30, 1997                                        (9)

27.4     Restated Financial Data Schedule for the quarter ending
         March 31, 1997                                                      (9)

27.5     Restated Financial Data Schedule for the year ended
         December 31, 1996                                                   (9)

27.6     Restated Financial Data Schedule for the quarter ending
         September 30, 1996                                                  (9)

27.7     Restated Financial Data Schedule for the quarter ending
         June 30, 1996                                                       (9)

27.8     Restated Financial Data Schedule for the quarter ending
         March 31, 1996                                                      (9)

27.9     Restated Financial Data Schedule for the year ended
         December 31, 1995                                                   (9)

----------

(1)      Incorporated by reference to the Company's Annual Report on Form 10-K
         for the fiscal year ended January 31, 1984 (File No. 0-9273).

(2)      Incorporated by reference to the Company's Annual Report on Form 10-K
         for the fiscal year ended December 31, 1987 (File No. 0-9273).

<PAGE>


(3)      Incorporated by reference to the Company's Registration Statement on
         Form S-8 (File No. 33-42255).

(4)      Incorporated by reference to the Company's Annual Report on Form 10-K
         for the fiscal year ended December 31, 1988 (File No. 0-9273).

(5)      Incorporated by reference to the Company's Annual Report on Form 10-K
         for the fiscal year ended December 31, 1994 (File No. 0-9273).

(6)      Incorporated by reference to the Company's Registration Statement on
         Form S-8 (File No. 33-42255).

(7)      Incorporated by reference to the Company's Registration Statement on
         Form S-8 (File No. 33-49752).

(8)      Incorporated by reference to the Company's Annual Report on Form 10-K
         for the fiscal year ended December 31, 1996 (File No. 0-9273).

(9)      Filed herewith.