================================================================================
                                  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, 1996

                                       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. [X]

           As of March 14, 1997, 4,275,469 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 $40,225,000.

                       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 1996 Annual Report to Shareholders (the "1996 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
20, 1997 (the "1997 Proxy Statement").


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


                                     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 and control instruments and systems. The Company currently has
three major product groups which service various niche markets: (i) Permeation
Products; (ii) Weighing Products; and (iii) Packaging Products.

           The Permeation Products group consists of (i) products 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 and on-line during production. Also included within this product
group are services provided by the Company for testing packages and packaging
materials. 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; and (ii) analyzers which measure oxygen and carbon dioxide content
of the headspace in both flexible and rigid packages.

           The Company has its principal executive offices 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 and advanced
process sensing and control equipment.

           (c)   NARRATIVE DESCRIPTION OF BUSINESS

PERMEATION PRODUCTS

           The Permeation Products group consists of (i) products 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 and on-line during production.

           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 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.

           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 (four models); (iii) carbon dioxide permeability test systems (two
models); (iv) flavor, aroma and odor permeability test systems (two models); (v)
gauges designed for laboratory use (one model); (vi) on-line gauges used for
measuring cast film thicknesses (one model); and (vii) on-line gauging
instruments used to measure blown film thicknesses and control related blown
film production processes (two models).

           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, vi and vii 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 73%, 71% and 71% and
of the Company's total sales during the fiscal years ended December 31, 1996,
1995 and 1994, 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.

           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%, 17% and 14% of the
Company's total sales during the fiscal years ended December 31, 1996, 1995 and
1994, 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 models also measure the oxygen 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.

           Packaging products accounted for less than 15% of the Company's total
sales during the fiscal years ended December 31, 1996, 1995 and 1994,
respectively.

COMPETITION

           The Company experiences competition in both foreign and domestic
markets from one or more competitors with respect to all of its products. 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.

MANUFACTURING AND SUPPLIES

           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.

BACKLOG

           The Company had a total backlog of approximately $3,148,000 as of
December 31, 1996 for all of its products as compared to approximately
$3,461,000 and $2,029,000 as of December 31, 1995 and 1994, respectively. The
Company anticipates filling all of the current backlog in 1997.

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 five foreign patents
relating to its film thickness test systems. In addition, the Company owns
twelve U.S. patents and eight foreign patents relating to its permeability test
systems. 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 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(SM). 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 $1,216,000, $1,060,000
and $898,000 during the fiscal years ended December 31, 1996, 1995 and 1994,
respectively, for research and development of its products. Research and
development costs were 8.2% of sales for the fiscal year ended December 31, 1996
and were 8.3% and 8.5%, 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 three 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 15 persons. The Company's foreign markets are
served by a network of 32 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 effect sales and earnings of the Company in the future.

           For information concerning the Company's export sales by geographic
area, see Note 9 of the Notes to Consolidated Financial Statements contained on
page 20 of the Company's 1996 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 12%, respectively, of the Company's sales in
fiscal 1996. For additional information concerning sales by such independent
representatives, see Note 9 of the Notes to Consolidated Financial Statements
contained on page 20 of the Company's 1996 Annual Report. The Company's business
is not seasonal in nature.

EMPLOYEES

           The Company currently has 80 full-time employees, including 33 in
manufacturing, 12 in research and development and 35 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
35,000 square feet (approximately 74%) 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, 2000.

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 1996.


                                     PART II

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

           The information under the caption "Market for Company's Common Stock
and Related Stockholder Matters" on page 20 of the Company's 1996 Annual Report
is incorporated herein by reference. The Company has not sold any securities
during the fiscal year ending December 31, 1996 that were not registered under
the Securities Act of 1933, as amended.

ITEM 6.    SELECTED FINANCIAL DATA

           The financial information under the caption "Selected Financial Data"
on page 1 of the Company's 1996 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 10 to 11 of
the Company's 1996 Annual Report is incorporated herein by reference.

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

           The Company's Financial Statements and Independent Auditors' Report
thereon on pages 12 to 20 of the Company's 1996 Annual Report are incorporated
herein by reference, as is the unaudited information set forth under the caption
"Selected Quarterly Financial Data" on page 1 of the Company's 1996 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 1997 Proxy Statement is incorporated herein by
reference.

           (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, 1997, are as follows:

<TABLE>
<CAPTION>
                                                                                  Executive
         Name              Age                    Title (1)                     Officer Since
         ----              ---                    ---------                     -------------
<S>                       <C>    <C>                                                <C> 
William N. Mayer (2)       66     Chairman of the Board and Chief Executive          1976
                                   Officer (3)

Robert L. Demorest (4)     51     President (5)                                      1985

Ronald A. Meyer            46     Vice President -- Finance & Administration,        1985
                                   Treasurer and Secretary (6)

Daniel W. Mayer (2)        46     Executive Vice President (7)                       1988
</TABLE>

--------------------------

(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)        Robert L. Demorest is the son of Howard L. Demorest, the retired
           Chairman of the Board, Chief Executive Officer and Treasurer of the
           Company.

(5)        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.

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

(7)        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.


ITEM 11.   EXECUTIVE COMPENSATION

           The information under the captions "Election of Directors -- Director
Compensation" and "Executive Compensation and Other Benefits" in the Company's
1997 Proxy Statement is incorporated herein by reference.

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 1997 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 1997 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 1996
Annual Report:

           Independent Auditors' Report -- page 20.

           Consolidated Balance Sheets -- December 31, 1996 and 1995 -- page
           13.

           Consolidated Statements of Income -- Years Ended December 31, 1996,
           1995 and 1994 -- page 12.

           Consolidated Statements of Cash Flows -- Years Ended December 31,
           1996, 1995 and 1994 -- page 14.

           Notes to Consolidated Financial Statements -- pages 15 to 20.

                  (2)  Financial Statement Schedules:

           The following financial statement schedule is 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.


          INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENT SCHEDULE




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

Under date of February 14, 1997, we reported on the consolidated balance sheets
of Modern Controls, Inc. and subsidiary as of December 31, 1996 and 1995, and
the related consolidated statements of income, and cash flows for each of the
years in the three-year period ended December 31, 1996, as contained in the 1996
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 1996. 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 14, 1997


                                                                     SCHEDULE II


<TABLE>
<CAPTION>
                      MODERN CONTROLS, INC. AND SUBSIDIARY

                        Valuation and Qualifying Accounts


                                              Balance at     Charged to                       Balance
                                               beginning      costs and      Deductions       at end
                Description                     of year       expenses           (1)          of year
-------------------------------------------------------------------------------------------------------------
<S>                                        <C>                  <C>              <C>            <C>    
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
--------------------------------------------------------------------------------------------------------

Year ended December 31, 1994
     allowance for doubtful accounts       $    150,000              0           3,000          147,000
--------------------------------------------------------------------------------------------------------


(1) Bad debts written off.

</TABLE>

                  (3)  Exhibits

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

           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 21, 1997, 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 (filed herewith).

           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 1994, 1995 and 1996
                      (incorporated by reference to the Company's Annual Report
                      on Form 10-K for the fiscal year ended December 31, 1993
                      (File No. 0-9273)).

           F.         Compensation Committee resolutions setting forth the
                      Incentive Compensation Plan for fiscal 1997, 1998 and 1999
                      (filed herewith).

           G.         Paired Profit Sharing Plan effective July 1, 1996 (filed
                      herewith).

           H.         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, 1996.




                                   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 21, 1997          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 21, 1997.

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

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

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


                                     -------------------------------------------
                                     Howard L. Demorest, 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


                                     -------------------------------------------
                                     Wallace W. Lindemann, Director

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




                              MODERN CONTROLS, INC.

                        Exhibit Index to Annual Report On
                                    Form 10-K
                     For Fiscal Year Ended December 31, 1996
<TABLE>
<CAPTION>

  Item                                                                               Method of
   No.                                             Item                                Filing
----------       ---------------------------------------------------------------     ---------
<S>             <C>                                                                    <C>
   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           Employee Stock Option Plan, as amended                                 (9)

  10.3           1982 Restated Incentive Stock Option Plan                              (6)

  10.4           1990 Non-Employee Director Stock Option Plan                           (6)

  10.5           1992 Stock Option Plan                                                 (7)

  10.6           Compensation Committee resolutions setting forth the Incentive
                 Compensation Plan for fiscal 1994, 1995 and 1996                       (8)

  10.7           Compensation Committee resolutions setting forth the Incentive
                 Compensation Plan for fiscal 1997, 1998 and 1999                       (9)

  10.8           Paired Profit Sharing Plan effective July 1, 1996                      (9)

  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)

  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 1996 Annual Report to Shareholders             (9)

  21.1           Subsidiaries of the Company                                            (4)

  23.1           Independent Auditors' Consent                                          (9)

  27.1           Financial Data Schedule                                                (9)

</TABLE>

------------------------------

(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).

(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, 1993 (File No. 0-9273).

(9)        Filed herewith.