U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

              Annual Report Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934.

                   For the fiscal year ended December 31, 1999

                         Commission File Number: 0-3207


                           Barringer Technologies Inc.
                         (Name of issuer in its charter)


                Delaware                                              84-0720473
(State or Other Jurisdiction of Incorporation or                (I.R.S. Employer
Organization)                                                Identification No.)

                      30 Technology Drive, Warren, NJ 07059
          (Address, Including Zip Code, of Principal Executive Offices)

                                (908) 222 - 9100
                           (Issuer's Telephone Number)

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

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

                     Common Stock, par value $.01 per share

     Check whether the issuer (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 ___

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-K  contained  in  this  form  and no  disclosure  will  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.
[ ]

   The aggregate market value of voting stock held by non affiliates computed by
reference to the price at which the stock was sold, or the average bid and asked
price of such stock, is $22,012,000 as of March 1, 2000.

State the  number of shares of each of the  issuer's  classes  of common  stock,
outstanding as of the latest practicable date.

                                               Outstanding as of March 1, 2000
                                               -------------------------------
   Common Stock, $.01 par value                          7,221,002




<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

                                     PART I

Item 1.   Business......................................................       3
Item 2.   Properties....................................................       9
Item 3.   Legal Proceedings.............................................       9
Item 4.   Submission of Matters to a Vote of Security Holders...........       9

                                     PART II

Item 5.   Market for Common Equity and Related Stockholder Matters......      10
Item 6.   Selected Financial Data.......................................      11
Item 7.   Management's Discussion and Analysis..........................      12
Item 7A.  Quantitative and Qualitative Disclosures About Market Risk....      16
Item 8.   Financial Statements and Supplemental Data....................      16
Item 9.   Changes in and Disagreements with Accountants on Accounting
           and Financial Disclosures....................................      17

                                    PART III

Item 10.  Directors and Executive Officers of the Registrant............      18
Item 11.  Executive Compensation........................................      19
Item 12.  Security Ownership of Certain Beneficial Owners and
           Management...................................................      24
Item 13.  Certain Relationships and Related Transactions................      26


                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules, and
           Reports on Form 8-K..........................................      26

Signatures .............................................................      30


                                        2

<PAGE>


                                     PART I

Item 1.  Business.

Disclosure Regarding Forward Looking Statements

     This Annual Report on Form 10-K contains forward-looking  statements within
the  meaning of Section  27A of the  Securities  Act of 1933,  as  amended,  and
Section 21E of the Securities  Exchange Act of 1934, as amended,  that are based
on the beliefs of the Company's  management as well as  assumptions  made by and
information currently available to the Company's  management.  When used in this
Annual  Report,  the  words  "estimate,"  "project,"  "believe,"   "anticipate,"
"intend,"  "expect,"  "plan,"  predict," "may,"  "should,"  "will," the negative
thereof  and  similar  expressions  are  intended  to  identify  forward-looking
statements.

     Forward-looking   statements   are   inherently   subject   to  risks   and
uncertainties, many of which cannot be predicted with accuracy and some of which
might not even be anticipated.  Future events and actual results,  financial and
otherwise,  could differ  materially  from those set forth in or contemplated by
the forward-looking  statements  contained herein.  Important factors that could
contribute to such differences  include, but are not limited to, the development
and growth of markets for the Company's  products,  the Company's  dependence on
and the effect of governmental regulations on demand for the Company's products,
the impact of both foreign and domestic governmental budgeting decisions and the
timing  of  governmental  expenditures,  the  reliance  of  the  Company  on its
IONSCAN(R)  and SABRE 2000  products,  and the  dependency of the Company on its
ability  to  successfully  develop  and market new  products  applications,  the
effects  of  competition,   and  the  effect  of  general  economic  and  market
conditions,  as well as  conditions  prevailing in the markets for the Company's
products.  Other  factors may be  described  from time to time in the  Company's
filings with the  Securities  and Exchange  Commission,  news releases and other
communications.  Readers  are  cautioned  not to place  undue  reliance on these
forward-looking statements,  which speak only as of the date hereof. The Company
does not  undertake any  obligation  to release  publicly any revisions to these
forward-looking  statements to reflect  events or  circumstances  after the date
hereof or to reflect the occurrence of unanticipated events.

     Subsequent written and oral forward-looking  statements attributable to the
Company  or  persons  acting on its  behalf  are  expressly  qualified  in their
entirety by the cautionary statements set forth above and contained elsewhere in
this Form 10-K.

General

     The  Company  was  incorporated  under the laws of the State of Delaware on
September 7, 1967.

     The Company is the world's  leading  manufacturer  (based on units sold) of
high sensitivity  equipment used for detecting and identifying  trace amounts of
plastic and other explosives and illegal drugs. The Company designs and produces
products  that employ a  proprietary  application  of ion mobility  spectrometry
("IMS")  technology that can detect and identify  targeted  compounds in amounts
smaller than one-billionth of a gram in approximately six seconds. The Company's
current principal products,  the IONSCAN(R),  a portable desktop system, and the
SABRE  2000(R),  a handheld  particle and vapor  system,  are used in explosives
detection  and drug  interdiction  applications.  As of December 31,  1999,  the
Company had sold over 1,500 IONSCAN(R) units in 53 countries.

     The  markets  for  the  Company's  IONSCAN(R)  currently  include  aviation
security, other transport security, facilities protection,  forensics, military,
corrections,  customs and law enforcement.  The Company's  customers include the
Federal Aviation  Administration (the "FAA"), the U.S. Air Force, the U.S. Coast
Guard,  the U.S. Drug  Enforcement  Agency (the "DEA") and the Federal Bureau of
Investigation  (the  "FBI"),  as well as customs  agencies  in  France,  Canada,
Australia and Japan and various prison facilities in the U.S. and elsewhere. The
IONSCAN(R) is also installed at over 75

                                        3

<PAGE>



airports and transportation centers in countries throughout the world, including
Gatwick  Airport and  Heathrow  Airport in the United  Kingdom and Kuala  Lumpur
Airport in Malaysia,  as well as the  Eurotunnel.  In the United  States  alone,
there are approximately 400 IONSCAN(R)s installed in 64 airports such as John F.
Kennedy  International  Airport and Chicago O'Hare  International  Airport.  The
Company  believes that its principal  competitive  advantages  are the detection
capability,   reliability,   versatility,  cost  effectiveness,   ease  of  use,
portability  and  after-market  service of the its  products.  These  advantages
enable the  IONSCAN(R) to be used both in lieu of and in  conjunction  with bulk
imaging  technologies,  such as enhanced  x-ray and  computer  aided  tomography
("CATSCAN").

     The Company  believes  that many of the markets it serves are  experiencing
substantial growth, principally in reaction to heightened safety concerns caused
by the threat of  terrorism  and  increased  public  awareness  of  drug-related
criminal  activity.  The  Company  believes  that  the  deployment  of  advanced
detection  equipment,  such as the IONSCAN(R),  will continue to increase as the
acceptance of using such  equipment to combat these concerns  increases.  During
1999, the Company  received orders totaling $7.7 million from the FAA as part of
the FAA's  publicly  announced  intention to further deploy  advanced  detection
technology at the nation's larger airports.  In addition,  during 1997, 1998 and
1999,  the Company sold a number of IONSCAN(R)s to the U.S. Air Force for use in
securing certain U.S. Air Force bases in the U.S. and abroad.

     The Company believes that there are numerous potential applications for its
trace  detection  technology  that can be applied to new  markets  with  greater
revenue and profit  potential.  The Company has developed a long-term  strategic
plan designed to develop a variety of platforms and new applications in order to
expand into diversified  markets.  The Company has now completed the development
of three new platforms,  with two additional platforms expected to be introduced
during the year 2000. The Company  expects that these five platforms will enable
the Company to grow its business  more rapidly by expanding  its product  lines,
not only in its core  markets but also,  more  significantly,  in new markets of
substantially  greater size.  These new markets include  chemical  warfare agent
detection, both for military and civilian preparedness, as well as the detection
of bacteria and other  contaminants  for the food,  life sciences and healthcare
industries.

Market Overview

     Explosives Detection

     In the past several years, a number of events have contributed to increased
public  concern  regarding the threat of terrorism  and have focused  government
attention on the limited  effectiveness  of x-ray and metal detection  equipment
and on the need for  advanced  explosives  detection  technology.  As a  result,
several advanced  technologies have been adapted for use in explosives detection
applications.  These  technologies  include  bulk  imaging  techniques,  such as
enhanced x-ray and CATSCAN, as well as trace detection techniques,  such as IMS,
gas chromatography and chemiluminescence. Enhanced bulk imaging techniques offer
certain  advantages  over  conventional  x-ray  technology,  but  are  generally
expensive to deploy (as much as $1.0 million per installation), are non-portable
and  generally  reject  a large  number  of  objects  as a result  of  perceived
anomalies that are later determined not to be explosives.  By comparison,  trace
detection  equipment is capable of detecting and  identifying  minute amounts of
chemical  substances,  is generally  more portable and less  expensive than bulk
imaging equipment and has an extremely low false alarm rate.

     While   implementation   of  advanced   detection   strategies  has  varied
significantly around the world, the Company believes that aviation  authorities,
including the FAA, have generally  recognized  that no one detection  technology
provides a complete  solution to the  problem of  enhancing  existing  detection
capabilities. Consequently, trace detection technology is frequently deployed as
a complement to bulk imaging equipment to resolve  anomalies  identified by bulk
detectors and in applications where it is

                                        4

<PAGE>



impractical  to use the  larger,  less mobile bulk  imaging  detectors,  such as
checking carry-on baggage.  Trace detection  technology is also deployed in lieu
of bulk imaging equipment in certain installations because of its relatively low
cost, particularly in smaller airports and in less developed countries.

     The development and deployment of advanced explosives  detection technology
is being  driven by recent  government  initiatives  in the  United  States  and
elsewhere in the world. For example,  in response to the  recommendations of the
White House Commission on Aviation Safety and Security (the "Gore  Commission"),
in October 1996, the U.S. Congress appropriated $144 million for the procurement
of advanced explosives  detection  technology and an additional $100 million for
fiscal  year  2000,  which  the FAA is using to  deploy  such  technology  in an
expanded number of the 400 busiest U.S. airports.

     Trace detection  technology has a broad range of other explosives detection
uses,  including other transport  security,  facilities  protection,  forensics,
military and law enforcement.  Government agencies,  military forces and private
businesses  have deployed trace detection  equipment at facilities,  such as the
World Trade Center,  military  bases,  embassies and public  utilities,  such as
nuclear  power  plants,  that are  perceived as  potential  targets of terrorist
attacks. Law enforcement agencies,  such as the FBI and the New York City Police
Department, and military forces also use trace detection technology for forensic
purposes.   For  example,  the  IONSCAN(R)  was  used  in  connection  with  the
investigations  of the crash of  EgyptAir  990 and TWA  Flight  800 and the 1995
Oklahoma City bombing.

     Drug Interdiction

     As a result of increased  illegal drug usage,  particularly  among children
under 18, a  heightened  public  awareness  of  drug-related  criminal  activity
generally,  and the use of more  sophisticated  techniques by drug  traffickers,
government agencies have increased their spending on drug interdiction  efforts.
The use of  conventional  x-ray  scanning,  random  searches and canines has had
limited success in suppressing  illegal drug trafficking.  Accordingly,  customs
and law  enforcement  agencies have turned to advanced  detection  technology to
assist in their drug detection and interdiction  efforts.  For example, the U.S.
Coast Guard has deployed trace detection  equipment  onboard its ships to search
vessels at sea for illegal drugs.  Similarly,  prisons in the U.S. and elsewhere
are employing trace detection equipment to reduce drug use.

Other Products

     During  the  second  quarter  of  1999,   the  Company   introduced  a  Gas
Chromatography-IONSCAN(R)  ("GC-IMS")  which  is  a  fully  transportable  field
screening  instrument  that combines the technology of the  IONSCAN(R)  with the
separation  capabilities  of a gas  chromatograph.  This product  provides  dual
analysis capability for improved resolution and quantitative results.

     The Company has developed and in the fourth quarter of 1999, introduced the
SABRE 2000 which is a small lightweight handheld detector capable of detecting a
variety of substances,  including  explosives,  narcotics,  and chemical warfare
agents.  Like the IONSCAN(R),  the SABRE is programmed to simultaneously  detect
and identify over thirty individual substances,  providing an audio visual alarm
to the operator when one of the programmed substances is detected. The SABRE can
analyze both vapor and particle samples in a matter of seconds. At approximately
half the price of the  IONSCAN(R),  and being a handheld  product,  the SABRE is
expected to penetrate markets that require mobility, or may have limited budgets
for buying new technology.

     In  addition,  the  Company  was  granted a license  from  Sandia  National
Laboratories  ("Sandia")  to  commercialize  a  patented  walk-through  chemical
detection  portal that was developed for the FAA. The Company  intends to market
the portal  during the second half of the year 2000,  initially  to the aviation
security  market and also  expects to target sales of the portal to military and
other security agencies. In addition,  the Company believes that the portal will
have applications for the detection of chemical warfare

                                        5

<PAGE>


agents.

     Also during 1999,  the Company  received Phase II approval from the FAA for
its automated luggage screening system. The Company successfully completed Phase
I earlier in 1999 and under Phase II will prepare a detailed  engineering design
for the detection system. Phase II is expected to be completed by the end of the
second quarter 2000.

Sales and Marketing

     The  Company  sells  its  products  through  a  direct  sales  organization
comprised of 34 sales and service  employees  located at its headquarters in New
Jersey and at offices in Toronto,  London,  Paris and Kuala Lumpur. In addition,
the   Company   utilizes  a  network  of  53   independent   sales  and  service
representatives located in North America, Europe, the Middle East, Africa, Asia,
South America and Australia. The Company's sales and marketing efforts typically
involve  extensive  customer  visits,  demonstrations  and field testing.  Sales
prospects  generally  are  targeted  by the  Company  or its  independent  sales
representatives, although the Company also responds to requests for proposals.

     Once a sale is consummated,  the Company provides  training at a customer's
location to teach operators how to use the IONSCAN(R), including proper sampling
techniques.  The Company generally  provides a one-year parts and labor warranty
on its instruments, although from time to time the Company has provided extended
warranties.  To date,  the Company's  warranty  claims  experience  has not been
significant.

     Currently,  approximately 20% - 25% of the Company's  revenues are from the
sale  of  consumables,   accessories,   spare  parts,  service  and  maintenance
contracts.  As more units are operationally  deployed, the Company believes that
this revenue source will grow.

     The Company  does not  actively  market its  specialty  instruments  or its
contract  research and  development  services.  However,  from time to time, the
Company responds to appropriate  requests for proposals for such instruments and
services.  As a result of increased sales of the IONSCAN(R),  sales of specialty
instruments and contract research and development services is no longer material
to the Company's consolidated results of operations.

     For the years ended  December  31,  1999 and 1998,  the FAA  accounted  for
approximately  48.3% and 48.1%,  respectively,  of consolidated  revenues of the
Company.  For the year ended  December 31, 1997,  two  customers  accounted  for
approximately 27.8% (14.8% and 13%) of consolidated revenues of the Company.

Backlog

     The Company measures its backlog of instrument revenues as orders for which
contracts  or  purchase  orders  have  been  signed,  but that have not yet been
shipped  and for  which  revenues  have not yet  been  recognized.  The  Company
includes in its  backlog  only those  customer  orders  that are  scheduled  for
delivery  within the next 18 months.  The Company  typically  ships its products
within three weeks of receiving  an order.  The Company  follows the practice of
manufacturing  to a sales forecast in order to have inventory  available to meet
anticipated  demand  promptly.  As a result,  the Company  has not  historically
maintained a material backlog of orders for its instruments and, in the ordinary
course of business,  intends to have sufficient  inventory of product on hand to
allow  shipment  upon  receipt of an order.  However,  depending on the size and
timing of customer orders, the Company may, from time to time, have a backlog of
orders.  At December  31, 1999,  1998 and 1997,  the Company had backlog of $1.1
million,  $750,000 and none,  respectively.  It is expected  that the  Company's
backlog will ship by June 30, 2000.

Manufacturing and Assembly

     The  Company  assembles  its  products  from  components  supplied to it by
various

                                        6

<PAGE>



suppliers and parts manufactured internally. Once an instrument is assembled, it
is "burned in" for a period of time to assure that it is  functioning  properly.
After  successful  completion  of this  procedure,  the  instrument is ready for
shipment to a customer.

     Although  many  of  the  basic  components  of  the  instruments,  such  as
integrated circuits,  resistors,  capacitors,  liquid crystal displays and other
similar components,  are readily available from a number of sources, the Company
typically  purchases such components from single suppliers.  A limited number of
components and sub-assemblies are manufactured for the Company,  pursuant to the
Company's  proprietary  specifications,  but the Company  does not believe it is
dependent  on any single  source for these items.  To date,  the Company has not
experienced   any  material   difficulty   in  obtaining   any   components   or
sub-assemblies.

Competition

     The Company competes with other entities,  including  Intelligent Detection
Systems,  Inc.,  Ion Track  Instruments  Inc. and Thermedics  Detection  Inc., a
number of which may have significantly  greater  financial,  marketing and other
resources than the Company.  Principal  competitive  factors include selectivity
(the  ability  of  an  instrument  to  identify  the  presence  of a  particular
substance), sensitivity (the ability of an instrument to detect small amounts of
a particular  substance),  false alarm rate, price,  marketing,  ease of use and
speed of  analysis.  The  Company  believes  that it competes  effectively  with
respect to each of these factors.

     The  Company   competes  for   government   expenditures   with   equipment
manufacturers, such as InVision Technologies, Inc. and Vivid Technologies, Inc.,
which utilize other types of detection technologies,  such as enhanced x-ray and
CATSCAN,  as well as with manufacturers of other IMS equipment and manufacturers
using other trace particle  detection  technologies,  such as gas chromatography
and  chemiluminescence.  Because trace particle  detection  equipment is used in
certain  instances to verify detection results obtained by bulk imaging systems,
the  IONSCAN(R) and other trace  particle  detection  products are often used in
conjunction with bulk imaging technologies.

     The Company also competes with the use of canines to locate the presence of
explosives or drugs. Although canines have a highly developed sense of smell and
are able to follow a trail,  the Company  believes  that its  detectors are more
effective and cost-efficient than canines in most applications, because they can
operate 24 hours a day, have greater  selectivity  than canines and can identify
the composition of the substance detected.

Government Regulation

     Although the Company's  business is not subject to  significant  government
regulation,  government  regulation plays a large role in determining the demand
for the detectors. In the U.S. and most foreign countries, the aviation industry
is highly  regulated  and  authorities,  such as the FAA in the  U.S.,  have the
ability to recommend or mandate use of enhanced explosives detection equipment.

Product Development

     The Company spent $2.7 million,  $2.2 million and $1.6 million,  on product
development  activities  for the years ended  December 31, 1999,  1998 and 1997,
respectively,  of which  $324,000,  $386,000 and  $849,000,  respectively,  were
funded under various  grants and contracts.  Substantially  all of the Company's
product  development  activities have related to the development and enhancement
of the Company's IMS technology and the development of new products.

     During 1999, the Company  completed the development of three new platforms,
the Model 400B, the GC-IMS and the SABRE 2000. See "Other  Products"  above. The
Company currently  expects to complete two additional  platforms during the year
2000.

                                        7

<PAGE>



Patents, Trademarks and Proprietary Rights

     Certain of the technology used in the Company's products is licensed by the
Company from the Canadian government as described below. While the Company holds
patents  relating  to certain  components,  systems and  techniques  used in its
products and while certain other elements of its products are protected by other
intellectual property rights, the Company has no comprehensive patent or similar
exclusive  intellectual  property right covering its products in their entirety.
In addition,  the basic IMS  technology  used in the  Company's  products is not
proprietary  and is available  in the public  domain.  Accordingly,  present and
potential   competitors  could  use  such  basic  technology  to  duplicate  the
performance of the IONSCAN(R) products.

     The initial  development  of the IONSCAN(R) was funded in part by Transport
Canada  and  Revenue  Canada.   Pursuant  to  an  agreement  with  the  Canadian
government,  the  Company  has a  worldwide  license to use  certain  unpatented
technology  developed  from such work and pays Revenue Canada a royalty equal to
1.0% of IONSCAN(R)  product  sales.  The initial term of this license  agreement
expired on March 31,  1999.  However,  the Company has entered into an agreement
with  Revenue  Canada,  pursuant to which the Company has  obtained the right to
renew  such  licensing  arrangement  on a  year-by-year  basis  for  up  to  ten
additional  years.  Revenue  Canada has retained the right to use the technology
and to produce products incorporating such technology although, to date, Revenue
Canada has not attempted to do so.

Employees

     As of December 31, 1999, the Company had 134 full-time  employees,  of whom
53 were  engaged  in  manufacturing,  30 were  engaged  in  product  development
activities and 51 were engaged in sales, service and general administration.  17
employees have advanced degrees (including 12 doctorates). None of the Company's
employees is represented by a union, and the Company considers its relationships
with its employees to be satisfactory.

Financial Information about Geographic Data and Export Sales

     For information with respect to financial information about geographic data
and export sales,  reference is made to the  information set forth in Note 10 to
the Consolidated Financial Statements of the Company included herein.


                                        8

<PAGE>



Item 2.  Properties.

     The Company  does not own any real  property  and  currently  conducts  its
operations at the following leased premises:

<TABLE>
<CAPTION>
                                                                        Approx-
                                                                         imate
                                                                        Square          Annual                Lease
          Location                      Description of Facility         Footage       Lease Cost           Expiration
          --------                      -----------------------         -------       ----------           ----------
<S>                                 <C>                                   <C>            <C>          <C>
30 Technology Drive                 Corporate headquarters,               28,128         $387,000        June 2008 (1)
Warren, New Jersey                  research, sales, customer
07059                               support, assembly and
                                    warehousing

1730 Aimco Boulevard                Research, manufacturing               28,380         $ 76,000     September 2005 (2)
Mississauga, Ontario,               and assembly, sales,
Canada L4W 1V1                      customer support and
                                    administrative

Village Fret BAT-3453               Sales and customer                     2,500         $ 43,000        February 2001
BP 10614-4                          support
Rue du Te 95724, Roissy C.D.G.
France

Unit 3 at Manor Royal               Sales and customer                     1,560         $ 22,000          July 2001
Crawley, West Sussex                support
England RH10 2QU

No. 21-1 Jalan 3176 D               Sales and customer                     1,200         $ 14,000        November 2000
Desa Pandah                         support
55100 Kuala Lumpur
Malaysia
</TABLE>

(1) On July 1, 2003, the annual lease cost will increase based upon the increase
in the Revised Consumer Price Index during the first 5 years of the lease,  with
a minimum increase of 2% and a maximum increase of 5% per year.

(2) Increases to $115,000 on September 1, 2000.

Item 3.  Legal Proceedings.

     The Company is not a party to any material legal proceedings.

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

     No matters  were  submitted  to a vote of the  Company's  security  holders
during the fourth quarter of the year ended December 31, 1999.


                                        9

<PAGE>


                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

     The  Company's  Common  Stock has been  included in the Nasdaq Stock Market
under the symbol  "BARR."  The  following  table  sets  forth,  for the  periods
indicated,  the high and low sales  price  information  for the Common  Stock as
reported on the Nasdaq Stock Market.

                                                          High           Low
                                                          ----           ---
Fiscal 1998
  First quarter                                         $15 1/4        $11 5/8
  Second quarter                                         13 1/2          8 1/2
  Third quarter                                           9 7/8          6
  Fourth quarter                                          9 1/8          5

Fiscal 1999
  First quarter                                         $10 9/16       $ 5 13/16
  Second quarter                                          7 1/2          5 1/4
  Third quarter                                           6 1/2          5
  Fourth quarter                                          7 1/8          4 7/8

Fiscal 2000
  First quarter (through March 20, 2000)                $ 7 11/16      $ 4 13/32

     On March 20, 2000,  the last reported sale price of the Common Stock on the
Nasdaq Stock Market was $6.75 per share.  As of March 20, 2000,  the Company had
approximately 557 stockholders of record.

                                 DIVIDEND POLICY

     The Company has never  declared or paid cash dividends on its Common Stock.
The Board of Directors  currently  intends to retain future  earnings to support
its growth strategy and does not anticipate  paying dividends in the foreseeable
future.  Payment of future  dividends,  if any, will be at the discretion of the
Board of Directors  after taking into account  various  factors,  including  the
Company's financial  condition,  results of operations,  current and anticipated
cash needs and plans for expansion.  The Company is prohibited  from paying cash
dividends on the Common Stock unless full cumulative dividends have been paid or
set aside for  payment on its Class A  Convertible  Preferred  Stock and Class B
Convertible  Preferred  Stock  at an  annual  rate of  $0.16  per  share,  which
dividends, at the option of the Company, are payable in cash or shares of Common
Stock.

                     RECENT SALES OF UNREGISTERED SECURITIES

     In January  1999,  the Company sold 10,000 shares of Common Stock to one of
its Directors at a purchase  price of $9.75 per share,  the closing price of the
Common Stock on the date of sale.  Substantially  all of the purchase  price for
the shares of Common Stock sold was paid in the form of a five-year non-recourse
promissory note secured by a pledge of the underlying Common Stock. There was no
underwriter  for this  issuance.  The shares of Common Stock were not registered
under the  Securities  Act of 1933,  as amended,  in  reliance on the  exemption
contained in Section 4(2) thereof.


                                       10

<PAGE>



Item 6. Selected Financial Data

                       Summary Consolidated Financial Data
                      (In thousands, except per share data)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                   Year Ended December 31,
                                   --------------------------------------------------------
                                     1995        1996        1997        1998        1999
                                   --------    --------    --------    --------    --------
<S>                                <C>         <C>         <C>         <C>         <C>
Consolidated Statements of
 Operations Data (1):
  Revenues                         $  6,374    $ 10,923    $ 22,689    $ 19,689    $ 20,155
  Gross profit                        2,773       5,560      13,681      12,368      11,551
  Operating income (loss) from
    continuing operations              (886)      1,596       4,995       2,565       2,383
  Income tax (provision)
    benefit                            --           391         371       1,107      (1,468)
  Income (loss) from
    continuing operations            (1,178)      2,059       5,754       5,258       2,578
  Net income (loss)                    (827)      2,059       5,754       4,431       1,278
  Preferred stock dividends             (82)        (39)        (12)        (10)         (9)
  Net income (loss)
    attributable to common
    stockholders                       (909)      2,020       5,742       4,421       1,269
  Income (loss) per common
    share from continuing
    operations (diluted)           $  (0.39)   $   0.46    $   0.92    $   0.69    $   0.33
  Net income (loss) per
    common share (diluted)         $  (0.28)   $   0.46    $   0.92    $   0.58    $   0.16
  Weighted average common
    shares outstanding (diluted)      3,283       4,440       6,257       7,612       7,752


Consolidated Balance Sheet Data:
  Working capital                  $    370    $ 14,271    $ 19,664    $ 45,697    $ 41,969
  Current assets                      3,672      16,624      24,037      49,056      44,882
  Total assets                        4,735      17,323      25,608      52,644      48,765
  Current liabilities                 3,302       2,353       4,373       3,359       2,913
  Long-term liabilities                 108         117         121         145         599
  Stockholders' equity                1,325      14,853      21,114      49,140      45,253
</TABLE>

(1)  Amounts  for the year  ending  December  31,  1998,  have been  restated to
     reflect  DigiVision as an operation held for sale.  DigiVision was acquired
     on April 30, 1998 and sold December 16, 1999.


                                       11

<PAGE>



Item 7.  Management's Discussion and Analysis

Results of Operations

     The following  table sets forth  certain  income and expense items from the
Company's  consolidated  statements of  operations  expressed as a percentage of
revenues for the periods indicated.

                                                      Year Ended December 31,
                                                    --------------------------
                                                     1997      1998      1999
                                                    ------    ------    ------
Consolidated Statements of Operations Data
Continuing operations:
Revenues                                             100.0%    100.0%    100.0%
Cost of revenues                                      39.7      37.2      42.7
                                                    ------    ------    ------
Gross profit                                          60.3      62.8      57.3
                                                    ------    ------    ------
Operating expenses:
Selling, general and administrative                   35.1      38.1      33.4
Business development                                  --         2.6       4.6
Product development                                    9.7       9.1       7.5
                                                    ------    ------    ------
Total operating expenses                              38.3      49.8      45.5
                                                    ------    ------    ------
Operating income                                      22.0      13.0      11.8
Other income, net                                      1.7       8.1       8.3
Income tax (provision) benefit                         1.6       5.6      (7.3)
                                                    ------    ------    ------
Income from continuing operations                     25.3      26.7      12.8
Preferred stock dividends                              --*       --*       --*
                                                    ------    ------    ------
Income from continuing operations
 attributable to common stockholders                  25.3%     26.7%     12.8%
                                                    ======    ======    ======

*    Less than 0.1%.

Comparison  of the Fiscal Year Ended  December 31, 1999 to the Fiscal Year Ended
December 31, 1998

Continuing Operations:

     Revenues. For the fiscal year ended December 31, 1999 revenues increased by
$466,000, or 2.4%, to $20.2 million from $19.7 million for the fiscal year ended
December  31,  1998.  Sales of  IONSCAN(R)s  and related  products  increased by
$437,000, or 2.3%, due to an increase of 1.4% in the number of units sold and an
increase of 46.3% in the sale of  consumables  and related  products,  offset in
part by a 9.2% decrease in the average unit selling price. The increase in sales
of consumables and related  products was due to significant  IONSCAN(R) sales to
the aviation security market, primarily to the airlines whose usage is high. The
decrease in average  unit  selling  prices  resulted  primarily  from  increased
competitive  activity.  The  Company  believes  that  competitive  factors  will
continue to pressure gross margins in future periods.

     Gross  Profit.  For the fiscal year ended  December 31, 1999,  gross profit
decreased by $817,000,  or 6.6%, to $11.6 million from $12.4 million in 1998. As
a  percentage  of revenues,  gross  profit  decreased to 57.3% in the year ended
December 31, 1999 from 62.8% in 1998.  The  decrease in gross profit  percentage
was  primarily  attributable  to a decrease in the average unit selling price of
the Company's  IONSCAN(R)  instruments that was only partially offset by reduced
production costs.

     Selling, General and Administrative. For the fiscal year ended December 31,
1999,  selling,  general and administrative  expenses decreased by approximately
$771,000,  or 11.4%,  to $6.7 million from $7.5 million in 1998. As a percentage
of revenues,  selling, general and administrative expenses decreased to 33.4% in
the year ended  December  31,  1999 from 38.1% in 1998.  Selling  and  marketing
expenses  decreased  by  approximately  $539,000,  primarily  due to a  $115,000
recovery of certain marketing and selling expenses,  reduced payroll and related
costs  associated  with personnel  transferred to the service  department  whose
costs are recorded in cost of revenues and

                                       12

<PAGE>



reduced sales and other meeting expenses.  General and  administrative  expenses
decreased  by $232,000  primarily  as a result of reduced  bad debt  expense and
reduced  incentive  compensation,  partially  offset by  increased  payroll  and
related expense and increased occupancy expense.

     Business Development. For the fiscal year ended December 31, 1999, business
development expenses increased by $415,000,  or 80.1%, to $933,000 from $518,000
in 1998.  The increase was  attributable  primarily to costs  associated  with a
proposed  acquisition  that was not  completed,  additional  payroll and related
costs and investment banking fees.

     Product  Development.  For the fiscal year ended December 31, 1999, product
development expenses decreased by $279,000,  or 15.7%, to $1.5 million from $1.8
million in 1998.  As a percentage  of  revenues,  product  development  expenses
decreased to 7.4% (13.3% when combined with funded  research and development and
capitalized  costs) for the fiscal year ended December 31, 1999 from 9.0% (11.2%
when combined with funded research and development) in 1998.  Management expects
to incur increased product development  expenses in future periods in connection
with the  enhancement of existing  products and the  development of new products
and applications.

     Operating  Income.  For the fiscal year ended December 31, 1999,  operating
income  decreased  by  $182,000,  or 7.1%,  to $2.4 million from $2.6 million in
1998.  As a percentage  of revenues,  operating  income  decreased to 11.8% from
13.0% in 1998. The decrease is due to the combination of factors noted above.

     Other  Income and  expense.  For the fiscal year ended  December  31, 1999,
other income increased by $77,000, or 4.9%, to $1.7 million from $1.6 million in
1998. The increase was attributable primarily to an increase in foreign exchange
gain, partially offset by reduced investment income.

     Income Taxes.  For the fiscal year ended December 31, 1999, the Company had
a tax provision of $1.5 million composed of net foreign taxes of $106,000 and US
federal  and state  taxes of $1.4  million,  as compared to a net tax benefit of
$1.2 million in 1998.

     As of December 31, 1999, the Company had net operating  loss  carryforwards
of approximately $5.8 million and $600,000 which will carry over to future years
to offset U.S. federal and state taxable income,  respectively.  The substantial
portion of the net operating loss  carryforward will expire in the year 2010. In
addition, the Company has approximately $2.2 million of excess expenses relating
to its Canadian operations that can be used to offset future Canadian income.

Operation Sold:

     Effective  June 30,  1999,  the  Company  decided  to dispose of its video-
enhancement business,  DigiVision, and on December 16, 1999 sold the business to
certain members of DigiVision's senior management. Accordingly, amounts relating
to DigiVision have been accounted for as  discontinued  operations and presented
as an  operation  sold.  See note 13 of Notes to  Financial  Statements  for the
details of the disposition.

Comparison  of the Fiscal Year Ended  December 31, 1998 to the Fiscal Year Ended
December 31, 1997

Continuing Operations:

     Revenues.  For the fiscal year ended December 31, 1998,  revenues decreased
by $3.0  million,  or 13.2%,  to $19.7 million from $22.7 million for the fiscal
year  ended  December  31,  1997.  Sales of  IONSCAN(R)s  and  related  products
decreased by $2.5 million,  or 11.8%,  due to a decrease of 15.4% in the average
unit  selling  price of an  IONSCAN(R),  offset in part by a slight  increase in
units sold. The increase in unit sales was due to significant  IONSCAN(R)  sales
to the aviation security market, primarily to the FAA.

                                       13

<PAGE>



The decrease in average unit selling  prices  resulted  primarily from increased
competitive activity.

     Gross  Profit.  For the fiscal year ended  December 31, 1998,  gross profit
decreased by $1.3 million, or 9.6%, to $12.4 million from $13.7 million in 1997.
As a percentage of revenues,  gross profit  increased to 62.8% in the year ended
December 31, 1998 from 60.3% in 1997. The improvement in gross profit percentage
was primarily  attributable  to larger,  more efficient  production  runs of the
IONSCAN(R)  and a related  reduction in cost of materials  due to higher  volume
purchases, offset in part by lower margins as a result of declining average unit
selling prices.

     Selling, General and Administrative. For the fiscal year ended December 31,
1998,  selling,  general and administrative  expenses decreased by approximately
$463,000, or 5.8%, to $7.5 million from $7.9 million in 1997. As a percentage of
revenues,  selling,  general and  administrative  expenses increased to 38.1% in
1998  from  35.1%  in  1997.   Selling  and  marketing   expenses  decreased  by
approximately  $528,000,  primarily  the  result  of fewer  commissioned  sales.
General and  administrative  expenses increased by $65,000 primarily as a result
of an increase in the  provision  for doubtful  accounts  and sales  allowances,
which were partially offset by reimbursement of certain expenses.

     Business  Development.   During  1998,  the  Company  formed  the  business
development group and incurred expenses, primarily travel and salaries and costs
related thereto of approximately $518,000.

     Product  Development.  For the fiscal year ended December 31, 1998, product
development  expenses  increased by $1.1 million,  or 149%, to $1.8 million from
$715,000 in 1997.  As a percentage  of revenues,  product  development  expenses
increased to 9.0% (11.0% when combined with funded research and development) for
the fiscal  year ended  December  31,  1998 from 3.2% (6.9% when  combined  with
funded  research  and  development)  in 1997 as a result  of a  higher  level of
internally funded new product development activity.

     Operating  Income.  For the fiscal year ended December 31, 1998,  operating
income decreased by $2.4 million, or 48.6%, to $2.6 million from $5.0 million in
1997.  As a percentage  of revenues,  operating  income  decreased to 13.0% from
22.0% in 1997. The decrease is due to the combination of factors noted above.

     Other  Income and  expense.  For the fiscal year ended  December  31, 1998,
other income  increased by $1.2 million,  or 300%, to $1.6 million from $388,000
in 1997. The increase was  attributable  to an increase in investment  income of
$1.2  million,  or 265%,  to $1.6  million  as  compared  to  $450,000  in 1997,
primarily as a result of the  investment  of a portion of the net proceeds  from
the Company's April 1998 public offering.

     Income Taxes.  For the fiscal year ended December 31, 1998, the Company had
a net tax benefit of $1.1  million,  composed of foreign  taxes of $130,000  and
state taxes of  $146,000,  offset by a $1.4 million  deferred tax benefit.  Such
deferred tax benefit was due to an  elimination  of the  deferred tax  valuation
allowance as a result of changes in management's estimates of the utilization of
U.S. tax loss carryforwards  caused primarily by improved operating results over
the last three fiscal years.

Liquidity and Capital Resources

     Cash provided by operating activities was $663,000 in 1999, $2.8 million in
1998 and $2.0 million in 1997.  Cash  provided by  operations  in 1999  resulted
primarily from net income of $1.3 million and $3.4 million in non-cash operating
items,  partially  offset by net  increases  in working  capital  balances.  The
Company  incurred   increases  in  its  accounts   receivable   working  capital
requirements  as a  result  of slow  payments  from the  FAA.  It also  incurred
increases in its inventory  working  capital  requirements  due partially to the
buildup  of  inventory  for  its  new  SABRE  2000  instrument  and  lower  than
anticipated sales during the fourth quarter of 1999. Cash provided by operations

                                       14

<PAGE>



in 1998 resulted primarily from net income of $4.4 million,  partially offset by
$212,000 in non-cash  operating  items and by net  increases in working  capital
balances. Cash provided by operations in 1997 resulted primarily from net income
of $5.8 million, partially offset by $141,000 in non-cash operating items and by
net increases in working capital balances.

     Cash provided by investing  activities  was $12.7  million  during 1999 and
resulted  primarily  from the sale of marketable  securities  of $14.4  million,
partially offset by capital expenditures of $1.7 million. Cash used in investing
activities  was  $15.4  million  during  1998 and  resulted  primarily  from the
purchase of marketable  securities,  capital expenditures and the acquisition of
DigiVision. Cash provided by investing activities during 1997 resulted primarily
from  the  sale  of   marketable   securities,   partially   offset  by  capital
expenditures.

     Cash used in  financing  activities  was $5.2  million  during 1999 and was
primarily  the result of the  acquisition  of treasury  stock  aggregating  $5.3
million. Cash provided by financing activities was $23.3 million during 1998 and
resulted  primarily  from the net proceeds of the Company's  public  offering of
common  stock  aggregating  $25.2  million,  offset in part by the  purchase  of
treasury stock aggregating $1.5 million.  Cash provided by financing  activities
during 1997  resulted  primarily  from the net  proceeds  of certain  option and
warrant  exercises  aggregating  $430,000,  offset in part by the  repayment  of
indebtedness.

     The Company's capital  expenditures in 1999 aggregated  approximately  $1.7
million.  Such  expenditures  consisted  primarily  of  leasehold  improvements,
production equipment, computer hardware and related software and cost related to
the development of the Company's SABRE 2000 product.  The Company  believes that
it will  require  approximately  $750,000 in capital  investment  in  additional
tooling,  equipment and facility improvements to meet its anticipated production
levels for 2000.

     The Company has a $5.0 million  unsecured  credit facility with Fleet Bank,
N.A. to be used for general working capital purposes,  including the issuance of
standby letter of credit. At December 31, 1999, $4.8 million was available under
this facility.

     The Company has  approximately  $5.8 million of tax loss  carryforwards  to
offset future taxable  income in the U.S and $2.2 million of expenses  available
to offset future taxable income in Canada.

     As of December 31, 1999, the Company had cash and cash equivalents of $26.9
million and marketable securities of $1.2 million. The Company believes that its
existing cash  balances,  marketable  securities  and income from  operations in
future periods will be sufficient to fund its working capital  requirements  for
at least the next twelve months.

     The Company's Board of Directors approved a common stock repurchase program
under  which it is  authorized  to  repurchase  up to  2,000,000  shares  of the
Company's  outstanding  common stock.  As of December 31, 1999,  the Company had
repurchased 1,089,000 shares at an aggregate cost of approximately $6.9 million.

Inflation

     Inflation  was not a material  factor in either the sales or the  operating
expenses of the Company during the periods presented herein.

Year 2000 Issue

     The year 2000 issue is the result of computer  programs being written using
two digits  rather than four to define the  applicable  year.  Certain  computer
programs  may  recognize a date using "00" as the year 1900 rather than the year
2000.  This  could  result  in  a  system  failure  or  miscalculations  causing
disruptions of operations,

                                       15

<PAGE>



including,  among other things, a temporary  inability to process  transactions,
send invoices or engage in similar normal business activity.

     The Company had  established  a team that  assessed  risk,  identified  and
corrected exposures, and developed a contingency plan to deal with any Year 2000
compliance issues. As of March 1, 2000, the Company has not experienced any Year
2000 related problems with its software and hardware systems, with its products,
with its significant  suppliers,  customers and critical business  partners,  or
with its operating environment. Accordingly, the Company believes that Year 2000
issues no  longer  pose a threat  to the  Company's  results  of  operations  or
financial condition.

     The Company's  cost of achieving  Year 2000  compliance was not material to
its results of operations or financial condition.

Recent Pronouncements of the Financial Accounting Standards Board

     None applicable

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

     The  Company's  exposure to interest  rate risk  relates  primarily  to its
investment  portfolio.  The primary objective of the Company's investment policy
is to preserve  principal  while  maximizing  yields.  The Company's  investment
portfolio  consists  of cash  and cash  equivalents  and  marketable  securities
consisting of a diverse mix of high credit  quality  securities,  including U.S.
government agency and corporate  obligations,  certificates of deposit and money
market funds.  The Company's  portfolio has a weighted  average maturity of 0.23
years,  therefore  changes  in  interest  rate will not  materially  impact  the
Company's consolidated financial condition.  However, such interest rate changes
can cause fluctuations in the Company's results of operations and cash flows.

     The  Company's $5 million  unsecured  credit  facility has an interest rate
based on the prime rate or LIBOR, at the Company's option. The Company currently
has no  borrowings  outstanding  under the  unsecured  credit  facility.  If the
Company  should  draw  down on the  unsecured  credit  facility,  interest  rate
fluctuations  could have an impact on the Company's  results of  operations  and
cashflows.

     The Company's  exposure to foreign currency  exchange rate  fluctuations is
the result of operating  throughout the world.  The Company has several  foreign
subsidiaries  whose financial  statements are recorded in currencies  other than
U.S. dollars.  As these foreign currency financial  statements are translated at
the end of each reporting period during consolidation,  fluctuations in exchange
rates between the foreign  currency and the U.S. dollar increase or decrease the
value of those  investments.  These  fluctuations are recorded as a component of
accumulated  comprehensive income within stockholders' equity. In addition, from
time to time, the Company  enters into sales  transactions  in currencies  other
than U.S.  dollars.  Accordingly,  the Company may be impacted by changes in the
exchange  rate  between  the time the sale is  recorded  and the time the  trade
receivable is collected.  Where  appropriate,  the Company may from time to time
hedge these transactions against foreign currency fluctuations. During 1999, the
Company  did not  engage in any  hedging  transactions.  The  impact of  foreign
exchange  transactions  is reflected in the statement of operations  and has not
been material.

Item 8.  Financial Statements and Supplemental Data.

     Financial statements are contained on pages F-1 through F-21.

Quarterly Results of Operations -

     The  following  table  sets  forth  certain   consolidated   statements  of
operations  data for each of the quarters in the two-year  period ended December
31, 1999.  These data are unaudited but, in the opinion of  management,  reflect
all adjustments, consisting only

                                       16

<PAGE>



of  normal  recurring  adjustments,  necessary  for  fair  presentation  of this
information in accordance with generally  accepted  accounting  principles.  See
Note 12 of Notes to Consolidated Financial Statements. On December 16, 1999, the
Company sold its DigiVision  operation,  accordingly where appropriate,  results
have been re-stated. See Note 13 of Notes to Consolidated Financial Statements.

<TABLE>
<CAPTION>
                                                                 Quarter Ended
                                -----------------------------------------------------------------------------------
                                Mar 31,   Jun 30,    Sep 30,    Dec 31,    Mar 31,    Jun 30,    Sep 30,    Dec 31,
                                 1998      1998       1998       1998       1999       1999       1999       1999
                                -------   -------    -------    -------    -------    -------    -------    -------
                                                          (In thousands, except per share data)
<S>                             <C>       <C>        <C>        <C>        <C>        <C>        <C>        <C>
Revenues                        $ 5,948   $ 4,865    $ 3,075    $ 5,801    $ 4,953    $ 5,476    $ 5,304    $ 4,422
Cost of revenues                  2,435     1,826      1,107      1,953      1,960      2,198      2,314      2,132
                                -------   -------    -------    -------    -------    -------    -------    -------
  Gross profit                    3,513     3,039      1,968      3,848      2,993      3,278      2,990      2,290
                                -------   -------    -------    -------    -------    -------    -------    -------
Operating expenses:
  Selling, general and
    administrative                1,696     1,847      1,443      2,522      1,788      1,744      1,756      1,449
  Business development             --          72        210        236        194        150        118        471
  Product development               362       378        475        562        506        301        340        351
                                -------   -------    -------    -------    -------    -------    -------    -------
Total operating expenses          2,058     2,297      2,128      3,320      2,488      2,195      2,214      2,271
                                -------   -------    -------    -------    -------    -------    -------    -------
Operating income (loss) from
 continuing operations            1,455       742       (160)       528        505      1,083        776         19
Other (expense) income, net         136       449        498        503        502        447        384        330
Income tax (provision)benefit       200       150        195        562       (377)      (588)      (440)       (63)
                                -------   -------    -------    -------    -------    -------    -------    -------
Income from continuing
 operations                       1,791     1,341        533      1,593        630        942        720        286
Operation sold, net of tax         --        (511)      (108)      (208)      (130)    (1,123)      --          (47)
                                -------   -------    -------    -------    -------    -------    -------    -------
Net income                      $ 1,791   $   830    $   425    $ 1,385    $   500    $  (181)   $   720    $   239
                                =======   =======    =======    =======    =======    =======    =======    =======

Net income per common share*:
 Continuing operations:
  Basic                         $  0.32   $  0.17    $  0.07    $  0.21    $  0.08    $  0.13    $  0.10    $  0.04
                                =======   =======    =======    =======    =======    =======    =======    =======
  Diluted                       $  0.28   $  0.16    $  0.06    $  0.19    $  0.08    $  0.12    $  0.10    $  0.04
                                =======   =======    =======    =======    =======    =======    =======    =======

Net income:
  Basic                         $  0.32   $  0.11    $  0.06    $  0.18    $  0.06    $ (0.03)   $  0.10    $  0.03
                                =======   =======    =======    =======    =======    =======    =======    =======
  Diluted                       $  0.28   $  0.10    $  0.05    $  0.17    $  0.06    $ (0.03)   $  0.10    $  0.03
                                =======   =======    =======    =======    =======    =======    =======    =======
</TABLE>

*    The total of each  year's  quarterly  results  may not  equal the  reported
     results for the respective years.

Item  9.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosures.

     Not applicable.


                                       17

<PAGE>


                                    PART III

Item 10.  Directors and  Executive Officers of the Registrant

Directors and Executive Officers

     The following table sets forth certain information  regarding the Company's
executive officers and directors as of March 1, 2000.

             Name            Age                 Position
             ----            ---                 --------

Stanley S. Binder            58      Chairman of the Board and Chief Executive
                                     Officer

John H. Davies               63      Vice Chairman and Director, Chief Executive
                                     Officer of BRL

Kenneth S. Wood              48      President, Chief Operating Officer and
                                     Director

Richard S. Rosenfeld         53      Vice President-Finance, Chief Financial
                                     Officer, Treasurer and Secretary

John D. Abernathy            62      Director

Richard D. Condon            65      Director

John J. Harte                58      Director

Lorraine M. Lavet            39      Director

James C. McGrath             57      Director


     Mr.  Stanley S. Binder,  Director since 1991. Mr. Binder joined the Company
in July 1989 and has served as  Chairman of the Board  since  February  1991 and
Chief Executive  Officer since July 1990. Mr. Binder also served as President of
the Company from July 1989 until May 1998, Chief Operating  Officer from 1989 to
June 1990 and Chief Financial Officer from 1989 until July 1993. Mr. Binder also
is an independent general partner in the Special Situations Fund III, L.P. ("SSF
III"), a substantial  investor in the Company.  Mr. Binder is a past director of
the  American  Electronics  Association  and  past  chairman  of its New  Jersey
Council. Mr. Binder is a member of the Executive,  Nominating and Technology and
Strategic Planning Committees of the Board.

     Mr. John H. Davies,  Director  since 1992. Mr. Davies joined the Company in
October  1967 and has been Vice  Chairman  of the Company  since May 1998.  From
January 1992 to May 1998 he served as Executive  Vice  President of the Company.
He has been Chief  Executive  Officer of Barringer  Research  Ltd.  since August
1989. He is a member of the  Executive,  Nominating and Technology and Strategic
Planning Committees of the Board.

     Mr.  Kenneth S. Wood,  Director  since 1999. Mr. Wood joined the Company in
1990 and has been President and Chief Operating Officer of the Company since May
1998.  From  January  1992  until May  1998,  he  served  as Vice  President  of
Operations of Barringer  Instruments  Inc. He served as Secretary of the Company
from March 1993 until May 1998.  He is a member of the  Executive  and Strategic
Planning and Technology Committees of the Board.

     Mr. Richard S. Rosenfeld.  Mr. Rosenfeld is a certified public  accountant.
He joined  the  Company  in January  1992 and has  served as Vice  President  of
Finance,  Chief  Financial  Officer and Treasurer of the Company since July 1993
and as Secretary of the Company since May 1998.

     Mr. John D.  Abernathy,  Director since 1993. Mr.  Abernathy is a certified
public accountant.  Since January 1995, he has been Executive Director of Patton
Boggs, LLP, a Washington, D.C. law firm. From March 1994 to January 1995, he was
an  independent  financial and management  consultant.  From March 1991 to March
1994, he was the Managing Director of Summit, Solomon & Feldesman, a law firm in
dissolution  since March 1993. From July 1983 until June 1990, Mr. Abernathy was
Chairman and Chief Executive  Partner of BDO Seidman,  a public accounting firm.
Mr. Abernathy is also a director of Oakhurst

                                       18

<PAGE>



Company, Inc., a distributor of automotive parts and accessories. He is a member
of the Executive, Audit and Finance and Executive Compensation Committees of the
Board.

     Mr.  Richard D. Condon,  Director  since 1992.  Mr.  Condon is currently an
independent  consultant.  From January 1996 to October  1998,  Mr.  Condon was a
consultant to and director of Amherst  Process  Instruments,  Inc., a scientific
instrumentation  company.  Prior  thereto,  from 1989 until  December  1995, Mr.
Condon was a consultant to and director of Analytical Technology,  Inc., Boston,
Massachusetts,  a  scientific  instrumentation  company.  He is a member  of the
Executive  Compensation and Technology and Strategic Planning  Committees of the
Board.

     Mr. John J. Harte,  Director  since 1986.  Mr. Harte is a certified  public
accountant  and  is  President  and  CEO  of  Mid-Lakes   Distributing  Inc.,  a
manufacturer and distributor of heating and air conditioning parts and equipment
located in Chicago,  Illinois.  From 1991 until January 1997, Mr. Harte also was
Vice President,  Special  Projects,  of the Company.  Mr. Harte also serves as a
director and Chairman of the board of IBNET Inc., a global internet company. Mr.
Harte is a member of the Audit and Finance,  Executive  Compensation,  Strategic
Planning and Technology, and Nominating Committees of the Board.

     Ms.  Lorraine  M. Lavet,  Director  since  1999.  Ms.  Lavet has been Chief
Operating Officer of the American Electronics  Association since September 1996.
Prior  thereto,  from September 1994 to August 1996, Ms. Lavet was President and
Chief  Executive  Officer of the Fairfax  County  Chamber of Commerce.  She is a
member of the Nominating and Technology and Strategic Planning Committees of the
Board.

     Mr. James C. McGrath,  Director since 1994. Mr. McGrath is an international
security  consultant.  Since  July  1989,  he  has  been  President  of  McGrath
International,  Inc., a management  consulting firm specializing in the security
field.  He is a member of the  Audit  and  Finance  and  Executive  Compensation
Committees of the Board.

     All directors hold office until the next annual meeting of stockholders and
until their  successors  have been duly  elected and  qualified.  The  Company's
Directors  are elected by the holders of the  Company's  Common  Stock,  Class A
Convertible  Preferred Stock and Class B Convertible Preferred Stock voting as a
single class.  There are no family  relationships  among any of the directors or
executive officers.

Section 16(a) Beneficial Ownership Reporting Compliance

     Under Section 16(a) of the Exchange Act, the Company's directors, executive
officers,  and persons  holding  more than ten percent of the  Company's  Common
Stock are required to report their  initial  ownership of the  Company's  Common
Stock  and  any  changes  in  such  ownership  to the  Securities  and  Exchange
Commission.  These  persons are also required to furnish the Company with a copy
of all Section  16(a) forms they file.  The Company is obligated to disclose any
failures to, on a timely basis, file such reports.  To the Company's  knowledge,
based solely on a review of such reports and any  amendments  thereto which have
been  furnished to the Company,  except as set forth below,  the Company has not
identified any reports that were not filed in a timely manner. Form 4s, relating
to the granting of  Directors  Options  pursuant to the 1997 Stock  Compensation
Program on May 12, 1999, for Messrs Abernathy,  Condon,  Harte, McGrath and Mrs.
Lavet, were not timely filed.

Item 11.  Executive Compensation

     The following table sets forth a summary of all  compensation  paid for the
last three fiscal years to the Chief  Executive  Officer of the Company and each
of the other  executive  officers of the Company  whose total annual  salary and
bonus are $100,000 or more (collectively, the "Named Executive Officers"):


                                       19

<PAGE>



                           Summary Compensation Table

<TABLE>
<CAPTION>
                                                    Annual Compensation              Long-Term Compensation
                                                    -------------------              ----------------------
                                                                                            Securities
                                                                              Restricted    Underlying                All Other
         Name and               Fiscal   Salary    Bonus(1)   Other Annual       Stock       Options/        LTIP    Compensation
    Principal Position           Year     ($)        ($)     Compensation($)    Award(s)     SARs (#)     Payouts ($)   ($)(1)
    ------------------           ----   --------   --------  ---------------    --------     --------     -----------  ---------
<S>                              <C>    <C>        <C>             <C>             <C>         <C>             <C>     <C>
Stanley S. Binder                1999   $260,000   $100,000        --              --            --            --      $ 89,385(3,4)
   Chairman and Chief            1998    250,000    182,000        --              --          87,500(2)       --        69,265
   Executive Officer             1997    200,000    350,000        --              --          67,500          --         9,500

John H. Davies*                  1999    152,888       --          --              --            --            --        38,232(4)
   Vice Chairman                 1998    149,782     46,000        --              --          34,000(2)       --        45,815
                                 1997    136,440    160,000        --              --          34,000          --         6,317

Kenneth S. Wood                  1999    170,625     65,000        --              --            --            --        28,670(3,4)
   President and Chief           1998    164,063     65,000        --              --          31,500(2)       --        29,040
   Operating Officer             1997    130,000    170,000        --              --          31,500          --         8,480

Richard S. Rosenfeld             1999    130,000     25,000        --              --            --            --        21,960(3,4)
   Vice President-Finance,       1998    125,000     34,000        --              --          27,300(2)       --        22,720
   Chief Financial Officer       1997    107,500    115,000        --              --          27,300          --         7,065
</TABLE>

*    Amounts  converted  to U.S.  dollars at the average  exchange  rate for the
     respective year.

(1)  Includes  amounts  contributed  by the Company  pursuant  to the  Company's
     tax-qualified  401(k) deferred  compensation plan ("401(k) Plan"). The Plan
     provides for the Company to make matching contributions to the participants
     in the  401(k)  Plan  equal to 100% of the  first  5.0% of a  participant's
     salary  contributed.   Company   contributions  to  the  401(k)  Plan  vest
     proportionately  over a  five-year  period,  commencing  at the  end of the
     participant's  first year with the  Company.  Amounts  paid  during 1999 on
     behalf of the Named  Executive  Officers  were $8,000,  $7,656,  $8,000 and
     $8,000 for Messrs.  Binder, Davies, Wood and Rosenfeld,  respectively.

(2)  Represents repricing of options previously granted.

(3)  Includes  premiums  paid by the  Company  for term life  insurance  for Mr.
     Binder,  Mr. Wood and Mr.  Rosenfeld  during 1999 in the amounts of $9,385,
     $1,118 and $1,560, respectively.

(4)  Includes  amounts  accrued  pursuant  to the  Barringer  Technologies  Inc.
     Supplemental  Executive Retirement Plan (the "SERP Plan").  Amounts accrued
     during  1999  for the  Named  Executive  Officers  were  $72,000,  $30,576,
     $19,552,  and $12,400  for  Messrs.  Binder,  Davies,  Wood and  Rosenfeld,
     respectively.

     Effective January 1, 1998, the Company adopted the SERP Plan. The SERP Plan
provides eligible  participants with certain retirement benefits supplemental to
the  Company's  401(k)  Plan.  Pursuant to the SERP Plan,  the Company will make
annual  contributions  to the  account of each  participant  equal to a variable
percentage of the  participant's  base salary and annual cash bonus depending on
the Company's  achievement of certain performance targets. The actual percentage
contribution will be determined by the Executive Compensation Committee, subject
to certain  parameters.  A  participant  will become  vested under the SERP Plan
after five years of  participation  therein.  A participant may elect to receive
benefits  under the SERP Plan  commencing  at age 60 and is  entitled to receive
either a lump-sum  payment of his or her account  balances upon retirement or to
use the account balance to purchase an annuity.  In the event of the termination
of a participant's  employment under certain circumstances set forth in the SERP
Plan,  the  participant  will be entitled to receive his or her account  balance
whether or not the participant has become vested under the SERP Plan. Currently,
each of the Named Executive Officers participates in the SERP Plan.

Option Grants - No options were granted in 1999.

Options Exercised in Last Fiscal Year and Fiscal Year-End Option Values

     The  following  table  sets  forth  information  with  respect to the Named
Executive  Officers  concerning  the exercise of stock  options  during 1999 and
unexercised  options  held by such Named  Executive  Officers as of December 31,
1999.


                                       20

<PAGE>



                     Aggregated Option Exercises in 1999 and
                       Last Fiscal Year-End Option Values

<TABLE>
<CAPTION>
                                                               Number of Unexercised
                                                               Securities Underlying              Value of Unexercised
                                                                   Options/SARs                   in-the-money Options
                             Shares                                at Year-End(#)                    at Year-End($)(1)
                           Acquired On        Value        -----------------------------     -----------------------------
         Name              Exercise(#)     Realized($)     Exercisable     Unexercisable     Exercisable  Unexercisable(2)
         ----              -----------     -----------     -----------     -------------     -----------  ----------------
<S>                                <C>             <C>       <C>                <C>           <C>              <C>
Stanley S. Binder                  --              --        121,875            65,625        $332,094         $    --
John H. Davies                     --              --         78,000            25,500         272,323              --
Kenneth S. Wood                    --              --         67,875            23,625         232,504              --
Richard S. Rosenfeld               --              --         56,825            20,475         191,503              --
</TABLE>

(1)  Based on the closing  price of $6.125 per share for the Common  Stock as of
     December 31, 1999.

(2)  Based on the closing  price of $6.125 per share for the Common  Stock as of
     December 31, 1999, none of these options were in the money at that date.

1997 Stock Compensation Program

     In May 1997,  the Company  adopted the  Barringer  1997 Stock  Compensation
Program (the "Stock Compensation  Program") in order to promote the interests of
the Company,  its direct and indirect  present and future  subsidiaries  and its
stockholders  by providing  eligible  persons with the opportunity to acquire an
ownership interest,  or to increase their ownership interest,  in the Company as
an  incentive to remain in the service of the  Company.  The Stock  Compensation
Program authorizes the granting of incentive stock options,  non-qualified stock
options, stock appreciation rights, performance shares and stock bonus awards to
employees and consultants of the Company and its  subsidiaries,  including those
employees  serving as  officers  or  directors  of the  Company  (the  "Employee
Plans").  The Stock Compensation Program also authorizes automatic option grants
to directors  who are not  otherwise  employed by the Company (the  "Independent
Director Plan"). In connection with the Stock  Compensation  Program,  1,100,000
shares of Common  Stock are  reserved  for  issuance,  of which up to  1,000,000
shares may be issued  under the Employee  Plans and up to 100,000  shares may be
issued under the Independent  Director Plan. The Stock  Compensation  Program is
administered by the Executive Compensation Committee.

     Options and awards granted under the Stock Compensation Program may have an
exercise  or  payment  price  as  established  by  the  Executive   Compensation
Committee;  provided that the exercise price of incentive  stock options granted
under  the  Employee  Plans may not be less  than the fair  market  value of the
underlying  shares on the date of grant.  Options  granted under the Independent
Director Plan must have an exercise  price equal to the fair market value of the
underlying shares on the date of grant.

     Unless otherwise provided at the date of grant, no option or award may vest
within  one year of the date of grant and no  option  or award may be  exercised
more than 10 years from the date of grant. Options granted under the Independent
Director  Plan  vest one year  following  the date of grant  and  expire  if not
exercised on or before the fifth anniversary thereof. Unless otherwise specified
by the Executive Compensation Committee, options and awards (other than pursuant
to the Independent  Director Plan) vest in four equal installments on the first,
second,  third and  fourth  anniversaries  of the date of grant.  Vesting of any
option or award granted under the Stock Compensation  Program may be accelerated
in certain circumstances,  including upon the occurrence of a "Change in Control
Event" (as defined in the Stock Compensation Program).

     Options  and  awards  granted  under the  Stock  Compensation  Program  are
nontransferable,  except  by will or by the laws of  descent  and  distribution.
However,  the  Executive  Compensation  Committee  may permit the recipient of a
non-incentive  stock option granted under the Employee Plans and options granted
under the Independent Director Plan to transfer the option to a family member or
a trust  created for the  benefit of family  members.  During the  lifetime of a
participant,  an option may be exercised only by the  participant or a permitted
transferee. In the event that a

                                       21

<PAGE>



participant's  employment or service terminates as a result of death, all vested
awards are paid to the participant's estate by the Company and the participant's
estate or any permitted  transferee has the right to exercise vested options for
a period  ending on the earlier of the  expiration  dates of such options or one
year  from  the  date of  death.  If the  participant's  employment  or  service
terminates  as a result of  retirement  or a  "disability"  (as set forth in the
Stock  Compensation  Program),  all vested awards are paid to the participant by
the Company and the  participant  or any permitted  transferee  has the right to
exercise  vested  options for a period  ending on the earlier of the  expiration
dates  of  such  options  or one  year  from  the  date of  termination.  If the
participant's employment or service terminates for cause, all options and awards
will automatically expire upon termination.  If the participant's  employment or
service  terminates other than as a result of death,  disability,  retirement or
termination  for cause,  the  participant  has the right to  collect  all vested
awards immediately and the participant or any permitted transferee has the right
to exercise  vested options for a period ending on the earlier of the expiration
dates of such options or awards or 30 days from the date of termination, subject
to extension at the  discretion of the  Administrator,  or three months from the
date of termination in the case of options  granted  pursuant to the Independent
Director Plan. In all cases,  any unvested options or awards terminate as of the
date of termination of employment or service.

     The Stock Compensation  Program will terminate on February 28, 2007, unless
earlier  terminated  by the Board of  Directors.  No  options  or awards  may be
granted under the Stock  Compensation  Program after its  termination;  however,
termination of the Stock Compensation  Program will not affect the status of any
option or award outstanding on the date of termination.

     Stock  options  exercisable  for an aggregate  of 310,600  shares of Common
Stock are outstanding  under the Employee  Plans.  These options expire 10 years
after the date of grant and have a weighted  average exercise price of $6.54 per
share.  Such options are exercisable  annually in 25% increments  beginning with
the first anniversary of the date of grant. In addition, options exercisable for
an  aggregate  of  15,000  shares  of Common  Stock  are  outstanding  under the
Independent  Director Plan.  Such options are exercisable one year from the date
of grant,  and expire  five  years  from the date of grant and have an  exercise
price of $6.18 per share.

Exercise Program

     In 1991, the Board of Directors  approved a stock option  exercise  program
(the  "Exercise  Program").  The Exercise  Program  permits all employees of the
Company and its subsidiaries  who are granted stock options  (pursuant to either
qualified  or  non-qualified  plans) to finance the  exercise of such options by
causing the Company to issue the shares  underlying such options upon receipt by
the  Company  from  the  employee  of a  full-recourse  demand  note  evidencing
indebtedness  to the  Company in an amount  equal to the  exercise  price.  Such
loans,  which  are  secured  by the  underlying  shares  of  Common  Stock,  are
interest-free for one year from the date on which the employee  exercises his or
her  option,  after  which  interest  accrues at the prime  rate,  which rate is
changed  monthly.  The loans are repaid with a portion of the proceeds  from the
sale of the Common  Stock to be received by the  employees  upon the exercise of
their options. As of March 1, 2000, Messrs. Binder and Wood were indebted to the
Company in the approximate  amounts of $146,870 and $13,050,  respectively,  for
loans made pursuant to the Exercise Program.  During 1999, the largest aggregate
amount of  indebtedness  of Messrs.  Binder and Wood pursuant to such loans were
$211,870 and $13,050,  respectively.  The rate of interest  charged on each such
loan during 1999 was the prime lending rate charged by Summit Bank.

Employment Agreements

     Effective  January 1,998,  the Company entered into a five-year  employment
agreement  with Mr.  Binder,  the  Chairman and Chief  Executive  Officer of the
Company (the "Employment Agreement").  Under the Employment Agreement Mr. Binder
received a base salary of $260,000 for 1999. Mr.  Binder's  salary is subject to
certain adjustments and

                                       22

<PAGE>



to periodic increases as determined by the Board of Directors.  In addition, Mr.
Binder is entitled to receive up to a total of three special  bonuses during the
term of the Employment Agreement, in the amount of $65,000, $65,000 and $70,000,
respectively,  in the  event  that  the  Company's  EBITDA  (as  defined  in the
Employment  Agreement),  exceeds  certain  targeted  amounts for any fiscal year
during the term of the Employment  Agreement.  Mr. Binder received the first two
of these special bonuses in 1998 and 1999. Pursuant to the Employment Agreement,
Mr. Binder is also entitled to  participate in the Company's cash bonus plan and
to  participate  in the SERP  Plan.  Also,  under  the  terms of the  Employment
Agreement,  in 1997, Mr. Binder received stock options covering 50,000 shares of
Common  Stock  having an exercise  price of $11.78 per share  (equal to the fair
market value on the date of grant). In the Employment Agreement, the Company has
agreed to maintain a $1.0 million term life  insurance  policy for Mr.  Binder's
benefit.  Mr.  Binder  is  entitled  to  several  perquisites,  including  a car
allowance and reimbursement for the cost of certain financial planning services.

     In the event that Mr.  Binder's  employment  is  terminated  pursuant  to a
Without Cause  Termination,  or Mr. Binder  terminates  his  employment for Good
Reason (as such terms are defined in the Employment Agreement),  Mr. Binder will
be entitled to a severance  payment  equal to 2.99 times his  then-current  base
salary and to certain other severance benefits. In addition, upon the occurrence
of a  Change  in  Control  Event  (as such  term is  defined  in the  Employment
Agreement),  Mr.  Binder has the right to terminate  his  employment  within 180
days, in which event the  termination  will be treated as a termination for Good
Reason with the effects specified above. In addition,  the Company has agreed to
pay Mr.  Binder  additional  amounts,  if  necessary,  to pay any excise tax Mr.
Binder may become subject to in the event that any payment made to him under the
Employment  Agreement  constitutes  an  "excess  parachute  payment"  within the
meaning of Section 280G of the Internal Revenue Code of 1986, as amended.

     Pursuant  to the  Employment  Agreement,  Mr.  Binder has agreed to certain
confidentiality, work-for-hire and non-competition covenants.

     Effective September 1, 1998, the Company entered into three-year employment
agreements  with each of Messrs.  Wood and Rosenfeld,  pursuant to which Messrs.
Wood and  Rosenfeld  received  annual  base  salaries  in 1999 of  $179,400  and
$130,000,  respectively,  subject to periodic increases at the discretion of the
Board  of  Directors.  Under  their  employment  agreements,   Messrs  Wood  and
Rosenfeld,  are entitled to participate in any cash bonus plan maintained by the
Company and to participate in the SERP Plan. In the employment  agreements,  the
Company has agreed to maintain term life  insurance  policies for the benefit of
each of them in an amount not less than four times Mr.  Wood's  base  salary and
not less than three times Mr. Rosenfeld's base salary. In the event that Messrs.
Wood and/or Rosenfeld are terminated pursuant to a Without Cause Termination (as
defined in the employment agreements), they are entitled to receive, among other
things,  their base  salary as in effect at the time of such  termination  for a
period of twelve months from the effective  date of such  termination.  Upon the
occurrence  of a "change  in  control"  of the  Company,  the  employee  will be
entitled  to receive  the  greater of his annual  base  salary  pursuant  to the
employment agreement or his then current annual base salary for the remainder of
the term (payable in a single lump sum). Both of the employment  agreements also
contain certain confidentiality,  work-for- hire and non-competition  provisions
which continue in effect following the termination of the employee's  employment
by the Company.

Other Indebtedness of Management and Directors

     Senior  executive  officers  and  directors  are  indebted  to the  Company
pursuant to the  purchase,  in December  1998 and January 1999, of shares of the
Company's Common Stock in exchange for interest bearing  five-year  non-recourse
promissory  notes.  As of December  31,  1999,  Messrs.  Binder,  Davies,  Wood,
Rosenfeld,  Abernathy,  Condon,  Harte,  Lavet and McGrath were  indebted to the
Company  (including  accrued  interest)in  the  amounts of  $438,294,  $175,317,
$201,615,   $175,317,   $87,658,  $87,658,   $87,658,   $101,597,  and  $87,658.
respectively related to such loans.


                                       23

<PAGE>



Directors' Compensation

     Outside  directors are entitled to an annual retainer of $3,000 per quarter
(plus a $500 quarterly fee for each committee  chairperson)  and a fee of $1,000
for  each  meeting  attended  and  $500  for  each  committee  meeting  attended
(regardless of whether or not the committee meeting is held on the same day as a
meeting  of the Board of  Directors).  Pursuant  to the terms of the 1997  Stock
Compensation Program, each director who has not been a full-time employee of the
Company or any subsidiary for at least the prior 12 months receives an option to
purchase  3,000  shares of Common Stock each year on the earlier of (i) the date
of the Company's annual meeting of stockholders, or (ii) June 1. Options granted
to such  directors  under the 1997 Stock  Compensation  Program have an exercise
price  equal to the fair  market  value per  share as of the date of grant.  See
"1997 Stock Compensation Program."

Compensation Committee Interlocks and Insider Participation

     The  Company's  Executive  Compensation  Committee  is comprised of Messrs.
Abernathy, Condon, Harte and McGrath. No executive officer of the Company and no
member of the Executive Compensation Committee is a member of any other business
entity that has an executive  officer that sits on the Company's Board or on the
Executive Compensation Committee.

Item 12.  Security Ownership of Certain Beneficial Owners and Management.

     The following  table sets forth,  as of March 1, 2000, the number of shares
of Common  Stock,  Class A Convertible  Preferred  Stock and Class B Convertible
Preferred Stock owned by each (i) Named Executive  Officer,  (ii) each director,
(iii) all  directors  and  executive  officers as a group and (iv) any person or
entity known by the Company to own  beneficially 5% or more of such  securities.
As of March 1, 2000, there were 7,221,002 shares of Common Stock,  34,698 shares
of Class A Convertible  Preferred Stock and 22,500 shares of Class B Convertible
Preferred  Stock issued and  outstanding.  As of that date, none of the officers
and directors of the Company  owned shares of the Company's  Class A Convertible
Preferred Stock or Class B Convertible Preferred Stock. To our knowledge,  there
is no 5% holder of the Class A Convertible Preferred Stock. The business address
for all of the executive  officers and directors of the Company is 30 Technology
Drive, Warren, New Jersey 07059.


                                       24

<PAGE>


<TABLE>
<CAPTION>
                                              Beneficial
                                               Ownership                           Beneficial
                                              of Class B                          Ownership of
                                              Convertible                         Common Stock
                                            Preferred Stock                          (1)(2)
                                        ------------------------           ----------------------------
                                        Number           Percent           Number               Percent
                                          of               of                of                   of
         Name                           Shares            Class            Shares                Class
         ----                           ------           -------           ------               -------
<S>                                     <C>                  <C>            <C>                    <C>
Stanley S. Binder(3)                                         --             238,011                 3.3%
John H. Davies(4)                         --                 --             169,232                 2.3
John J. Harte(5)                          --                 --              71,600                   *
Richard D. Condon(6)                      --                 --              44,000                   *
John D. Abernathy(7)                      --                 --              45,954                   *
James C. McGrath(8)                       --                 --              42,750                   *
Kenneth S. Wood(9)                        --                 --              94,511                 1.3
Lorraine M. Lavet                         --                 --              10,000                   *
Richard S. Rosenfeld (10)                 --                 --              90,861                 1.3

All directors and executive
  officers as a group
  consisting of nine
  (9) persons                             --                 --             806,919                10.9

Austin W. Marxe (11)                      --                 --             941,621                12.5
153 E. 53rd St
NY, NY 10022

William D. Witter,                        --                 --             834,300                11.6
153 East 53rd Street
New York, NY 10022

Benson Associates, LLC                    --                 --             528,600                 7.3
111 Southwest Fifth Avenue
Portland, OR 97204

Wentworth, Hauser & Violich               --                 --             413,395                 5.7
333 Sacramento Street
San Francisco, CA 94111

J O Hambro Capital Management
 (Holdings) Limited (12)                  --                 --             370,000                 5.1
10 Park Place
London SW1A 1LP England

Christopher H.B. Mills (12)               --                 --             370,000                 5.1
10 Park Place
London SW1A 1LP England

Dimensional Fund Advisors                 --                 --             370,900                 5.1
1299 Ocean Avenue
Santa Monica, CA 90401

Max Gerber (13)                         12,500               55.6%            4,447                   *
26 Broadway
New York, NY 10004-1776

Paul Spitzberg (14)                     10,000               44.4             3,558                   *
16 Whiteowl Road
Tenafly, NJ 07670
</TABLE>

*    Less than 1%

(1)  Assumes the  exercise of all  outstanding  warrants for Common  Stock,  the
     conversion of each outstanding share of Class A Convertible Preferred Stock
     and Class B Convertible  Preferred Stock into Common Stock and the exercise
     of all options  exercisable within 60 days of March 1, 2000 for each person
     or entity.

(2)  Certain amounts shown are subject to adjustment in certain circumstances.

(3)  Includes  21,875  shares of Common  Stock  issuable  upon the  exercise  of
     options  exercisable  within 60 days of March 1, 2000 and 12,500  shares of
     Common  Stock  issuable  upon  exercise  of warrants  owned by Mr.  Binder.
     Excludes shares of Common Stock  beneficially owned by SSF III of which Mr.
     Binder  is  an  independent  general  partner.  Mr.  Binder  disclaims  any
     beneficial ownership of such shares.

(4)  Includes 8,500 shares of Common Stock issuable upon the exercise of options
     exercisable  within  60 days of March 1, 2000 and  12,500  shares of Common
     Stock issuable upon the exercise of warrants owned by Mr. Davies.

(5)  Includes  16,500  shares of Common  Stock  issuable  upon the  exercise  of
     options exercisable within 60 days of March 1, 2000 owned by Mr. Harte.

                                       25

<PAGE>



(6)  Includes  16,500  shares of Common  Stock  issuable  upon the  exercise  of
     options  exercisable  within 60 days of March 1,  2000 and 5,000  shares of
     Common Stock issuable upon the exercise of warrants owned by Mr. Condon.

(7)  Includes  16,500  shares of Common  Stock  issuable  upon the  exercise  of
     options  exercisable  within 60 days of March 1,  2000 and 2,500  shares of
     Common Stock issuable upon the exercise of warrants owned by Mr. Abernathy.

(8)  Includes  16,500  shares of Common  Stock  issuable  upon the  exercise  of
     options exercisable within 60 days of March 1, 2000 owned by Mr. McGrath.

(9)  Includes 7,875 shares of Common Stock issuable upon the exercise of options
     exercisable within 60 days of March 1, 2000 owned by Mr. Wood.

(10) Includes 6,825 shares of Common Stock issuable upon the exercise of options
     exercisable  within  60 days of March 1,  2000 and  5,000  shares of Common
     Stock issuable upon the exercise of warrants owned by Mr.  Rosenfeld.  Also
     includes 3,636 shares of Common Stock owned by Mr. Rosenfeld's child.

(11) Includes (i) 428,079  shares of Common  Stock and 229,167  shares of Common
     Stock issuable upon the exercise of warrants owned by SSF III, (ii) 150,042
     shares of Common Stock and 83,333 shares of Common Stock  issuable upon the
     exercise of warrants  owned by Special  Situations  Cayman Fund,  L.P. (the
     "Cayman  Fund"),  and (iii) 51,000  shares of Common Stock owned by Special
     Situations  Technology Fund, L.P.  ("SST").  AWM Investment  Company,  Inc.
     ("AWM") is the sole general partner of the Cayman Fund and the sole general
     partner of MGP Advisors Limited ("MGP"),  a general partner of SSF III. Mr.
     Marxe is the President and Chief Executive Officer of AWM and the principal
     limited  partner  of MGP.  Accordingly,  Mr.  Marxe may be deemed to be the
     beneficial  owner of all of the shares of Common Stock held by SSF III, the
     Cayman Fund and SSTF. Mr. Binder is an independent  general  partner of SSF
     III. Mr. Binder  disclaims  beneficial  ownership of all shares held by SSF
     III.

(12) Includes 250,000 shares of Common Stock held by American  Opportunity Trust
     plc  ("American  Opportunity")  and 120 shares of Common  Stock held by the
     Trident North  Atlantic Fund  ("Trident").  J O Hambro  Capital  Management
     Limited  ("Management"),  a  subsidiary  of J O Hambro  Capital  Management
     (Holdings)  Limited  ("Holdings"),   serves  as  co-investment  adviser  to
     American Opportunity and as investment adviser to Trident. Christopher H.B.
     Mills serves as a director of Management  and Trident and as  co-investment
     adviser  to  American  Opportunity.   Holdings,   Management  and  American
     Opportunity,  Trident and Mr. Mills have jointly  filed a Schedule 13D with
     Lionheart  Group,  Inc.  ("Lionheart"),  the  beneficial  owner of  235,500
     shares,  but have not affirmed or disclaimed  the existence of a group with
     Lionheart.

(13) Includes 4,447 shares of Common Stock issuable upon conversion of the Class
     B Convertible Preferred Stock.

(14) Includes 3,558 shares of Common Stock issuable upon conversion of the Class
     B Convertible Preferred Stock.

Item 13.  Certain Relationships and Related Transactions

     In July 1998, the Company made a $500,000  non-recourse loan to Mr. Binder.
The loan is  repayable  on July 5, 2003 and bears  interest at the rate of 5.68%
per annum,  payable  annually.  At December 31, 1999,  interest in the amount of
$42,920 has been accrued.  Mr. Binder's  obligation to repay the loan is secured
by 49,000  shares of Common  Stock.  In  addition,  the Company has made certain
loans to the Named  Executive  Officers and directors.  See "Item.  11 Executive
Compensation -- Exercise Program" and "Item 11. Executive  Compensation -- Stock
Purchase Program."

     Mr. Abernathy is currently the Executive  Director of Patton Boggs,  LLP, a
Washington,  D.C. law firm.  During 1999, the Company retained Patton Boggs, LLP
to represent the Company in various matters and has retained such firm in 2000.

                                     PART IV

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

     (a) Exhibits.

Exhibit
  No.     Description                                                    Page
  ---     -----------                                                    ----

  3.1     Certificate  of  Incorporation   of  the  Company,   as
          amended,  (previously  filed  as  Exhibit  3.1A  to the
          Company's Registration Statement on Form SB-2 (File No.
          333-33129) and incorporated herein by reference).

  3.2     By-laws of the Company (previously filed as Exhibit 3.1
          to the  Company's  Current  Report  on Form  8-K  dated
          August 26,  1998  (File No.  0-3207)  and  incorporated
          herein by reference).

                                       26

<PAGE>


  10.1    Amended and Restated Employment Agreement,  dated as of
          December 31,  1997,  between the Company and Stanley S.
          Binder   (previously  filed  as  Exhibit  10.1  to  the
          Company's  Annual  Report on Form 10-KSB for the fiscal
          year ended  December  31,  1997 (File No.  0-3207)  and
          incorporated herein by reference).

  10.2    Employment  Agreement,  dated as of  September 1, 1998,
          between   the   Company   and   Richard  S.   Rosenfeld
          (previously  filed  as  Exhibit  10.2 to the  Company's
          Annual  Report on Form 10-K for the  fiscal  year ended
          December  31, 1998 (file No.  0-3207) and  incorporated
          herein by reference).

  10.3    Employment  Agreement,  dated as of  September 1, 1998,
          between the  Company  and  Kenneth S. Wood  (previously
          filed as Exhibit 10.3 to the Company's Annual Report on
          Form 10-K for the fiscal year ended  December  31, 1998
          (file   No.   0-3207)   and   incorporated   herein  by
          reference).

  10.4    Form  of  1995  nonqualified   stock  option  agreement
          (previously  filed  as  Exhibit  10.6 to the  Company's
          Registration   Statement   on  Form   SB-2   (File  No.
          333-13703) and incorporated herein by reference).

  10.5    Form  of  1996  nonqualified   stock  option  agreement
          (previously  filed  as  Exhibit  10.6 to the  Company's
          Registration   Statement   on  Form   SB-2   (File  No.
          333-13703) and incorporated herein by reference).

  10.6    Description  of  Exercise  Plan  (previously  filed  as
          Exhibit 10.9 to the Company's Registration Statement on
          Form SB-2 (File No. 333-13703) and incorporated  herein
          by reference).

  10.7    Barringer  Technologies  Inc. Amended and Restated 1997
          Stock Compensation Program.

  10.8    License  Agreement,  dated  February 27, 1989,  between
          Canadian   Patents  and  Development   Limited--Societe
          Canadienne  Des  Brevets Et  D'Exploitation  Limite and
          Barringer    Instruments    Limited    (the    "License
          Agreement"),   Supplement  #1,  dated  March  4,  1991,
          Assignment of License Agreement, dated January 2, 1992,
          to Her  Majesty  the  Queen  in  Right  of  Canada,  as
          Represented  By the  Minister of  National  Revenue and
          Supplemental  Letter  Agreement,  dated October 7, 1996
          (previously  filed as  Exhibit  10.10 to the  Company's
          Registration   Statement   on  Form   SB-2   (File  No.
          333-13703) and incorporated herein by reference).

  10.9    Letter  Agreement,  dated July 25, 1997, by and between
          Barringer Research Limited and Her Majesty the Queen in
          Right of Canada,  as  Represented  By the  Minister  of
          National Revenue  (previously filed as Exhibit 10.11 to
          the Company's Registration Statement on Form SB-2 (File
          No. 333-33129) and incorporated herein by reference.)

  10.10   Form of Warrant issued to Janney  Montgomery Scott Inc.
          (previously  filed  as  Exhibit  4.2 to  the  Company's
          Registration   Statement   on  Form   SB-2   (File  No.
          333-13703) and incorporated herein by reference).

  10.11   Lease,  dated as of July 1, 1998,  between  the Company
          and Mt. Bethel  Corporate Center  (previously  filed as
          Exhibit 10.12 to

                                       27

<PAGE>



          the Company's Annual Report on Form 10-K for the fiscal
          year ended  December  31,  1998 (file No.  0-3207)  and
          incorporated herein by reference).

  10.12   Lease,  dated as of July 27,  1995,  between  Barringer
          Research  Limited  and  Lehndorff   Management  Limited
          (previously  filed as  Exhibit  10.18 to the  Company's
          Registration   Statement   on  Form   SB-2   (File  No.
          333-13703) and incorporated herein by reference).

  10.13   Barringer   Technologies  Inc.  Supplemental  Executive
          Retirement Plan as amended.

  10.14   The Merrill Lynch Non-Qualified  Deferred  Compensation
          Plan Trust  Agreement  between  Barringer  Technologies
          Inc. and Merrill Lynch Trust Company dated November 15,
          1999.

  10.15   Revolving  Credit Note dated March 13, 1998 between the
          Company  and Fleet Bank,  (previously  filed as Exhibit
          10.19 to the Company's  Registration  Statement on Form
          SB-2 (File No. 333- 33129) and  incorporated  herein by
          reference).

  10.16   Amended and Restated  Unlimited Guaranty of Payment and
          Performance  dated July 1, 1999 between the Company and
          Fleet Bank, N.A.

  10.17   Revolving  Credit Loan  Agreement  dated March 13, 1998
          amongst  the  Company,  Barringer  Instruments,   Inc.,
          Barringer   Research   Limited  and  Fleet  Bank,  N.A.
          (previously  filed as  Exhibit  10.21 to the  Company's
          Registration   Statement   on  Form   SB-2   (File  No.
          333-33129) and incorporated herein by reference).

  10.18   First  Amendment  to  Revolving  Credit Loan  Agreement
          dated  July 1,  1999  amongst  the  Company,  Barringer
          Instruments, Inc., Barringer Research Limited and Fleet
          Bank, N.A.

  10.19   Stockholder  Protection Rights  Agreement,  dated as of
          August 26,1998,  between the Company and American Stock
          Transfer and Trust Company, as Rights Agent,  including
          as  Exhibit  A the form of  Rights  Certificate  and of
          Election  to  Exercise  and as  Exhibit  B the  form of
          Certificate  of  Designation   and  the  Terms  of  the
          Participating    Preferred   Stock   of   the   Company
          (previously  filed  as  Exhibit  4.1 to  the  Company's
          Current  Report on Form 8-K dated August  26,1998 (File
          No. 0-3207) and incorporated herein by reference).

  10.20   Pledge  Agreement,  dated as of July 6,  1998,  made by
          StanleyS.  Binder (previously filed as Exhibit 10.19 to
          the  Company's  Annual Report on Form 10-K for the year
          ended   December   31,  1998  (file  No.   0-3207)  and
          incorporated herein by reference).

  10.21   Non-Recourse  Secured  Promissory  Note,  dated July 6,
          1998, made by Stanley S. Binder in favor of the Company
          (previously  filed as  Exhibit  10.20 to the  Company's
          Annual Report on Form 10-K for the year ended  December
          31,  1998(file  No.0-3207) and  incorporated  herein by
          reference).

  10.22   Form of Pledge Agreement  (previously  filed as Exhibit
          10.21 to the  Company's  Annual Report on Form 10-K for
          the  fiscal  year  ended  December  31,  1998 (file No.
          0-3207) and incorporated herein by reference).

                                       28

<PAGE>



  10.23   Form of Note for Executive  Officers  (previously filed
          as Exhibit 10.22 to the Company's Annual Report on Form
          10-K for the fiscal year ended  December 31, 1998 (file
          No. 0-3207) and incorporated herein by reference).

  10.24   Form of Note  for  Non-employee  Directors  (previously
          filed as Exhibit 10.23 to the  Company's  Annual Report
          on Form 10-K for the  fiscal  year ended  December  31,
          1998  (file  No.  0-3207)  and  incorporated  herein by
          reference).

  21.1    List of the Company's Subsidiaries.

  23.1    Consent  of BDO  Seidman,  LLP,  independent  certified
          public accountants.

  27.1    Financial Data Schedule for the year ended December 31,
          1999.


     (b) Reports on Form 8-K.

          None


                                       29

<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.

                                                BARRINGER TECHNOLOGIES INC.

                                                By: /s/ Stanley S. Binder
                                                   --------------------------
                                                     Stanley S. Binder, Chairman
                                                     and Chief Executive Officer

Dated: March 24, 2000

         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 the dates indicated.

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

/s/ Stanley S. Binder          Chief Executive Officer           March 24, 2000
-----------------------        and Director
Stanley S. Binder              (Principal Executive
                                Officer)


 /s/ John D. Abernathy         Director                          March 24, 2000
-----------------------
John D. Abernathy

 /s/ Richard D. Condon         Director                          March 24, 2000
-----------------------
Richard D. Condon

 /s/ John H. Davies            Director                          March 24, 2000
-----------------------
John H. Davies

 /s/ John J. Harte             Director                          March 24, 2000
-----------------------
John J. Harte

/s/ Lorraine Lavet             Director                          March 24, 2000
-----------------------
Lorraine Lavet

 /s/ James C. McGrath          Director                          March 24, 2000
-----------------------
James C. McGrath

/s/ Kenneth Wood               Director                          March 24, 2000
-----------------------
Kenneth Wood

/s/ Richard S. Rosenfeld      Vice President-Finance,            March 24, 2000
-------------------------
Richard S. Rosenfeld          Chief Financial Officer
                              and Treasurer
                              (Principal Financial Officer
                              and Principal Accounting Officer)




                                       30

<PAGE>


                  BARRINGER TECHNOLOGIES INC. AND SUBSIDIARIES

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                            Page
                                                                            ----

Consolidated Financial Statements

Report of Independent Certified Public Accountants.......................    F-2

Consolidated Balance Sheets as of December 31, 1998 and 1999.............    F-3

Consolidated Statements of Operations
  for the Years Ended December 31, 1997, 1998 and 1999...................    F-4

Consolidated Statements of Stockholders' Equity for the Years Ended
  December 31, 1997, 1998 and 1999.......................................    F-5

Consolidated Statements of Cash Flows for the Years Ended December 31,
  1997, 1998 and 1999....................................................    F-6

Notes to Consolidated Financial Statements...............................    F-7


Financial Statement Schedule

Schedule II - Valuation and Qualifying Accounts..........................   F-19



                                      F - 1

<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors and Stockholders
Barringer Technologies Inc.


     We have audited the accompanying  consolidated  balance sheets of Barringer
Technologies  Inc. and  subsidiaries  as of December 31, 1998 and 1999,  and the
related consolidated  statements of operations,  stockholders'  equity, and cash
flows for each of the three years in the period ended December 31, 1999. We have
also audited the schedule  listed in the  accompanying  index.  These  financial
statements and schedule are the responsibility of the Company's management.  Our
responsibility  is to  express  an opinion  on these  financial  statements  and
schedule based on our audits.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about whether the financial  statements  and schedule are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence supporting the amounts and disclosures in the financial  statements and
schedule.  An audit also includes  assessing the accounting  principles used and
significant estimates made by management, as well as evaluating the presentation
of the financial  statements and schedule.  We believe that our audits provide a
reasonable basis for our opinion.

     In our opinion,  the consolidated  financial  statements  referred to above
present fairly, in all material  respects,  the financial  position of Barringer
Technologies  Inc.  and  subsidiaries  at December  31,  1998 and 1999,  and the
results of their  operations and their cash flows for each of the three years in
the period ended  December 31,  1999,  in  conformity  with  generally  accepted
accounting principles.

     Also,  in our  opinion,  the  schedule  presents  fairly,  in all  material
respects, the information set forth therein.


                                                     BDO Seidman, LLP

Woodbridge, New Jersey
February 9, 2000


                                      F - 2

<PAGE>



                  BARRINGER TECHNOLOGIES INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                        (In thousands, except par value)

<TABLE>
<CAPTION>
                                                                                December 31,
                                                                         ---------------------------
                                                                           1998               1999
                                                                         --------           --------
<S>                                                                      <C>                <C>
                                     ASSETS
Current assets:
  Cash and cash equivalents                                              $ 18,802           $ 26,933
  Marketable securities                                                    15,606              1,178
  Trade receivables, less allowances of $626 and $393 (note 11)             6,502              7,397
  Inventories (note 2)                                                      3,943              5,543
  Prepaid expenses and other                                                1,111              1,154
  Deferred tax asset (note 6)                                               3,092              2,677
                                                                         --------           --------
         Total current assets                                              49,056             44,882

Machinery and equipment, net (note 3)                                       2,349              2,309

Other (note 5)                                                              1,239              1,574
                                                                         --------           --------
                                                                         $ 52,644           $ 48,765
                                                                         ========           ========


                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                                       $  1,169           $  1,055
  Accrued liabilities                                                         904                228
  Accrued payroll and related taxes                                         1,005              1,122
  Accrued commissions                                                         127                175
  Unearned revenue                                                             42                314
  Foreign income taxes payable (note 6)                                       112                 19
                                                                         --------           --------
         Total current liabilities                                          3,359              2,913

Non-current liabilities                                                       145                286

Deferred tax liability (note 6)                                              --                  313

Commitments (notes 4 and 7)

Stockholders' equity (note 5):
  Convertible preferred stock, $1.25 par value, 1,000 shares
   authorized, none outstanding                                              --                 --
  Preferred stock, $2.00 par value, 4,000 shares authorized
   270 shares designated class A convertible preferred
    stock, 39 and 35 shares outstanding, respectively,
    less discount of $31 and $28, respectively                                 47                 42
   730 shares designated class B convertible preferred
    stock, 23 shares outstanding                                               45                 45
  Common stock, $0.01 par value, 20,000 shares authorized;
    7,851 and 7,865 shares issued, respectively                                79                 79
  Additional paid-in capital                                               54,693             54,776
  Accumulated deficit                                                      (4,359)            (3,090)
  Cumulative other comprehensive income (loss)                               (786)              (742)
                                                                         --------           --------
                                                                           49,719             51,110
  Less: common stock in treasury, at cost, 92 shares and
    958 shares, respectively                                                 (579)            (5,857)
                                                                         --------           --------
         Total stockholders' equity                                        49,140             45,253
                                                                         --------           --------
                                                                         $ 52,644           $ 48,765
                                                                         ========           ========
</TABLE>


                 See notes to consolidated financial statements.

                                      F - 3

<PAGE>



                  BARRINGER TECHNOLOGIES INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                                        Year Ended December 31,
                                                             ----------------------------------------------
                                                               1997               1998               1999
                                                             --------           --------           --------
<S>                                                          <C>                <C>                <C>
Revenues (note 11)                                           $ 22,689           $ 19,689           $ 20,155
Cost of revenues                                                9,008              7,321              8,604
                                                             --------           --------           --------

         Gross profit                                          13,681             12,368             11,551

Operating expenses:
  Selling, general and administrative                           7,971              7,508              6,737
  Business development                                           --                  518                933
  Product development                                             715              1,777              1,498
                                                             --------           --------           --------
         Total operating expenses                               8,686              9,803              9,168
                                                             --------           --------           --------

         Operating income                                       4,995              2,565              2,383

Other income (expense):
  Investment income                                               450              1,641              1,612
  Other, net                                                      (62)               (55)                51
                                                             --------           --------           --------
                                                                  388              1,586              1,663
                                                             --------           --------           --------

         Income from continuing operations
          before income tax provision (benefit)                 5,383              4,151              4,046

Income tax provision (benefit) (note 6)                          (371)            (1,107)             1,468
                                                             --------           --------           --------

         Income from continuing operations                      5,754              5,258              2,578

Operation Sold (note 13)
         Operating loss, net of tax benefit                      --                 (827)              (366)
          of $0, $202 and $188
         Disposition loss, net of tax benefit
          of $480                                                --                 --                 (934)
                                                             --------           --------           --------
                                                                 --                 (827)            (1,300)
                                                             --------           --------           --------

         Net income                                             5,754              4,431              1,278

Preferred stock dividends                                         (12)               (10)                (9)
                                                             --------           --------           --------

Net income attributable to common stockholders               $  5,742           $  4,421           $  1,269
                                                             ========           ========           ========

Basic earnings per common share (notes 1 and 14):
         Continuing operations                               $   1.05           $   0.74           $   0.36
         Operation sold - operating loss                         --                (0.12)             (0.05)
         Operation sold - disposition loss                       --                 --                (0.13)
                                                             --------           --------           --------
                                                             $   1.05           $   0.62           $   0.18
                                                             ========           ========           ========

Diluted earnings per common share (notes 1 and 14):
         Continuing operations                               $   0.92           $   0.69           $   0.33
         Operation sold - operating loss                         --                (0.11)             (0.05)
         Operation sold - disposition loss                       --                 --                (0.12)
                                                             --------           --------           --------
                                                             $   0.92           $   0.58           $   0.16
                                                             ========           ========           ========

Weighted average common and common
  equivalent shares outstanding:
  Basic                                                         5,456              7,153              7,181
                                                             ========           ========           ========
  Diluted                                                       6,257              7,612              7,752
                                                             ========           ========           ========
</TABLE>

                 See notes to consolidated financial statements.

                                      F - 4

<PAGE>


                           BARRINGER TECHNOLOGIES INC.

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                                        Cumulative
                                                         Class A        Class B                         comprehen-
                                      Common Stock      Pfd Stock      Pfd Stock   Additional             sive               Compre-
                            Total    ---------------------------------------------   Paid-in              income   Treasury  hensive
                           Equity    Shrs     Am't     Shrs   Am't     Shrs   Am't   Capital*   Deficit   (loss)     Stock    Income
                           ---------------------------------------------------------------------------------------------------------
<S>                        <C>       <C>     <C>        <C>  <C>       <C>  <C>      <C>       <C>        <C>      <C>       <C>
Bal - January 1, 1997      $14,853   5,357   $   54     60   $   74    123  $  245   $29,430   $(14,522)  $ (415)  $   (13)
 Net income                  5,754                                                                5,754                      $5,754
 Translation adjustment        (42)                                                                          (42)               (42)
                                                                                                                             ------
 Comprehensive income                                                                                                        $5,712
                                                                                                                             ======
 Preferred stock conversion             41             (15)     (19)  (100)   (200)      219
 Issuance and exercise of
  stock options and
  warrants                     490      97        1                                      489
 Repayment stockholder loan     71                                                        71
 Preferred stock dividends     (12)                                                                 (12)
                           ------------------------------------------------------------------------------------------------
Bal - December 31, 1997     21,114   5,495       55     45       55     23      45    30,209     (8,780)    (457)      (13)
 Net income                  4,431                                                                4,431                      $4,431
 Translation adjustment       (329)                                                                         (329)              (329)
                                                                                                                             ------
 Comprehensive income                                                                                                        $4,102
                                                                                                                             ======
 Sale of securities net of
  expenses ($2,394)         25,211   2,300       23                                   25,188
 Preferred stock conversion              2              (6)      (8)                       8
 Issuance and exercise of
  stock options and
  warrants                     263      54        1                                      262
 Repurchase of common stock (1,540)                                                                                 (1,540)
 Sale of treasury stock,
  net of notes receivable
  of $1,281                                                                             (974)                          974
 Preferred stock dividends     (10)                                                                 (10)
                           ------------------------------------------------------------------------------------------------
Bal - December 31, 1998     49,140   7,851       79     39       47     23      45    54,693     (4,359)    (786)     (579)
 Net income                  1,278                                                                1,278                      $1,278
 Translation adjustment         44                                                                            44                 28
                                                                                                                             ------
 Comprehensive income                                                                                                        $1,306
                                                                                                                             ======
 Preferred stock conversion              1              (4)      (5)                       5
 Issuance and exercise of
  stock options and
  warrants                      76      13                                                76
 Repurchase of common stock (5,341)                                                                                 (5,341)
 Repayment stockholder loan     65                                                        65
 Sale of treasury stock,
  net of note receivable
  of $97                                                                                 (63)                           63
 Preferred stock dividends      (9)                                                                  (9)
                           ------------------------------------------------------------------------------------------------
Bal - December 31, 1999    $45,253   7,865   $   79     35   $   42     23   $  45   $54,776   $ (3,090)  $ (742)  $(5,857)
                           ================================================================================================
</TABLE>


*    At December 31, 1999 and 1998 net of notes receivable of $1,515 and $1,484,
     respectively, from the sale of stock.

                 See notes to consolidated financial statement.

                                      F - 5

<PAGE>


                  BARRINGER TECHNOLOGIES INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)

<TABLE>
<CAPTION>
                                                          Year Ended December 31,
                                                    ------------------------------------
                                                      1997          1998          1999
                                                    --------      --------      --------
<S>                                                 <C>           <C>           <C>
Net income                                          $  5,754      $  4,431      $  1,278
Items not affecting cash:
  Depreciation and amortization                          272           741           859
  Inventory and accounts receivable reserves             332           382           366
  Loss from operation sold                              --             827         1,300
  Write-off of acquired technology                      --             435          --
  Deferred (tax benefit) provision                      (775)       (1,586)          728
  Other                                                   30          (184)           35
Increase in non-cash working capital balances -
 continuing operations                                (3,655)       (1,465)       (3,555)
                                                    --------      --------      --------
    Cash provided by operating activities -
     continuing operations                             1,958         3,581         1,011
    Net cash used in operation sold                     --            (827)         (348)
                                                    --------      --------      --------
         Cash provided by operating activities         1,958         2,754           663
                                                    --------      --------      --------

Investing activities:
  Purchase of equipment and other                     (1,190)       (1,510)       (1,714)
  Sale of (investment in) marketable securities        1,829       (13,107)       14,428
  Purchase of Digivision and related costs              --            (821)         --
                                                    --------      --------      --------
         Cash provided by (used in) investing
           activities                                    639       (15,438)       12,714
                                                    --------      --------      --------

Financing activities:
  Decrease in bank debt and other                       (174)          (67)         --
  Proceeds on sale of equity securities, net             430        25,211          --
  Warrant and option exercises                          --             204            39
  Repayment from (loan to)employees                       71          (500)           65
  Acquisition of treasury stock                         --          (1,540)       (5,341)
  Payment of dividends on preferred stock                (12)          (10)           (9)
                                                    --------      --------      --------
         Cash provided by (used in)financing
       activities                                        315        23,298        (5,246)
                                                    --------      --------      --------

Increase in cash and cash equivalents                  2,912        10,614         8,131
Cash and cash equivalents--beginning of year           5,276         8,188        18,802
                                                    --------      --------      --------
Cash and cash equivalents--end of year              $  8,188      $ 18,802      $ 26,933
                                                    ========      ========      ========

Changes in components of non-cash working
  capital balances related to operations:
  Trade receivables                                 $ (4,433)     $    951      $ (1,013)
  Inventories                                         (1,065)         (567)       (2,130)
  Other current assets                                  (389)         (206)          (81)
  Other assets                                            38          --            --
  Accounts payable and accrued liabilities             2,194        (1,643)         (331)
                                                    --------      --------      --------
Increase in non-cash working capital balances       $ (3,655)     $ (1,465)     $ (3,555)
                                                    ========      ========      ========
</TABLE>



                 See notes to consolidated financial statements.

                                      F - 6

<PAGE>



                  BARRINGER TECHNOLOGIES INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   Summary of Significant Accounting Policies

     Principles of Consolidation

     The accompanying consolidated financial statements comprise the accounts of
the Company and all of its subsidiary companies.  All intercompany  transactions
have been eliminated.

     Principles of Translation

     Assets and liabilities of the Company's foreign subsidiaries are translated
into U.S.  dollars by using  year-end  exchange rates and statement of operation
items  are  translated  at  average  exchange  rates  for  the  year.  Resulting
translation adjustments are accumulated in a separate component of stockholders'
equity.

     Marketable Securities

     Marketable  securities  consist primarily of commercial paper with original
maturities  at date of  purchase  of less than 12 months.  The  Company has both
positive  intent and ability to hold these  securities to maturity.  The Company
carries these  securities at cost,  which  approximates  fair value,  due to the
short period of time to maturity.

     Inventories

     Materials  and supplies are carried at the lower of average cost or market.
Finished  goods and work-in  process are carried at the lower of average cost or
net realizable value.

     Property and Equipment

     Property and equipment are carried at cost. Depreciation of owned equipment
is computed on a  straight-line  basis over the  estimated  useful  lives of the
related assets,  generally from three to ten years.  Leasehold  improvements are
amortized over the term of the related lease,  generally from five to ten years,
which  approximates  the useful  lives of these  improvements.  Equipment  under
capital lease is amortized on a straight-line  basis over the term of the lease,
generally four to ten years,  which  approximates  the estimated useful lives of
the leased equipment.

     Per Share Data

     Basic earnings per share is computed by dividing income available to common
stockholders by the weighted average number of common shares outstanding for the
period.  Diluted  earnings  per share is computed  assuming  the  conversion  of
convertible  preferred stock and the exercise or conversion of common equivalent
shares, if dilutive, consisting of unissued shares under options and warrants.

     Statement of Cash Flows

     For purposes of the  Statement  of Cash Flows,  the Company  considers  all
highly liquid  investments with an original  maturity of three months or less to
be cash  equivalents.  Cash  equivalents  at December 31, 1998 and 1999 of $25.6
million and $17.3 million, respectively, consist of commercial paper, government
obligations, time deposits and other money market instruments.

     Revenue Recognition

     The Company  recognizes  product revenue upon shipment of its product.  The
Company  provides  a reserve  for its  estimated  warranty  costs at the time of
shipment.  Where the Company receives  contracts for the design and construction
of specialty instruments that

                                      F - 7

<PAGE>



require long  manufacturing  times,  the Company will  recognize  revenue on the
percentage of completion method.

     Financial Instruments and Credit Risk Concentration

     Financial   instruments   which   potentially   subject   the   Company  to
concentrations  of credit risk  consist  principally  of  investments  and trade
receivables.  Marketable  securities  consist  primarily of  investments in U.S.
government  and agency  obligations  and commercial  paper.  The Company has not
experienced any material losses on these investments to date.  Concentrations of
credit  risk  with  respect  to  trade  receivables  are  limited  primarily  to
governmental  agencies.  The Company has not  experienced  any  material  losses
related to trade receivables to date.

     Long-Lived Assets

     Long-lived  assets,  such as machinery  and  equipment,  are  evaluated for
impairment  when events or changes in  circumstances  indicate that the carrying
amount of the assets may not be recoverable  through the estimated  undiscounted
future cash flows from the use of these assets.  If and when any such impairment
exists, the related assets will be written down to fair value. This policy is in
accordance  with  Statement of Financial  Accounting  Standards No. 121,  ("SFAS
121")  "Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets
to be Disposed of". No  write-downs  have been  necessary  through  December 31,
1999.

     Stock-Based Compensation

     The  Company  has  adopted  the  disclosure  only  provisions  of SFAS 123,
"Accounting  for Stock-Based  Compensation",  but applies  Accounting  Principle
Board Opinion No. 25 "Accounting  for Stock Issued to Employees",  in accounting
and measuring  compensation  expense related to stock option plans. There was no
compensation  expense  related to the issuance of stock options to employees for
the years ended December 31, 1997, 1998 and 1999.

     Fair Value of Financial Instruments

     The carrying amounts  reported in the consolidated  balance sheets for cash
and cash  equivalents,  marketable  securities,  accounts  receivable,  accounts
payable and accrued liabilities  approximate fair value because of the immediate
or  short-term  maturity  of these  financial  instruments.  The Company has the
ability and intent to hold all marketable  securities  through their  respective
maturity dates.

     Use of Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from these estimates.  Many of the
Company's  estimates and assumptions used in the financial  statements relate to
the Company's  products,  which are subject to technology and market changes. It
is reasonably possible that changes may occur in the near term that would affect
management's  estimates  with  respect  to  accounts  receivable,   inventories,
equipment and deferred income taxes.

     Recent Pronouncements of the Financial Accounting Standards Board

     In June 1998, the Financial  Accounting Standards Board issued Statement of
Financial Accounting  Standards No. 133, "Accounting for Derivative  Instruments
and Hedging  Activities"  ("SFAS No. 133"),  which  establishes  accounting  and
reporting  standards for  derivative  instruments  and hedging  activities.  The
Company is currently  reviewing the effects of SFAS No. 133, but does not expect
the new guidelines to have a material impact on the Company's financial position
and  results of  operations.  This  statement  will be adopted by the Company no
later than its fiscal year ending December

                                      F - 8

<PAGE>



31, 2001.

     Other  pronouncements  issued by authoritative bodies with future effective
dates are either not  applicable or not material to the  consolidated  financial
statements of the Company.

2.   Inventories

     At December  31, 1998 and 1999,  the Company had parts,  subassemblies  and
work in process of $2,959,000  and $3,797,000 and finished goods of $984,000 and
$1,746,000, respectively.

3.   Machinery and Equipment

     The major categories of machinery and equipment are as follows:

                                                     December 31,
                                            ------------------------------
                                               1998               1999
                                            -----------        -----------

     Office equipment                       $ 1,415,000        $ 1,641,000
     Machinery and equipment                  2,492,000          2,974,000
     Leasehold improvements                     325,000            473,000
                                            -----------        -----------
                                              4,232,000          5,088,000
     Accumulated depreciation                (1,883,000)        (2,779,000)
                                            -----------        -----------
       Totals                               $ 2,349,000        $ 2,309,000
                                            ===========        ===========

4.   Bank Credit Facility

     The Company has a $5.0 million  unsecured  credit facility with Fleet Bank,
N.A. (the "Bank") to be used for general working capital purposes, including the
issuance  of standby  letters of credit  (the  "Facility").  Drawings  under the
Facility may not be used to fund acquisitions  unless approved in advance by the
Bank.  Amounts  drawn under the Facility  bear  interest at a variable  rate per
annum  selected by the  Company  and equal to either the Bank's  prime rate less
1.00% or LIBOR  (determined on the basis of a 30, 60 or 90-day interest  period,
as  applicable)  plus 1.5%.  The Facility  expires on June 30, 2000,  subject to
renewal.  The Facility is guaranteed by the Company's  primary U.S.  subsidiary,
Barringer  Instruments Inc.  ("BII").  Pursuant to the Facility,  the Company is
required to comply with certain customary covenants, including certain financial
tests.  In  addition,  BII  and the  Company's  Canadian  subsidiary,  Barringer
Research  Limited  ("BRL"),  have agreed not to pledge their assets to any other
creditor  without the Bank's prior written  consent.  At December 31, 1999,  the
Company had $4,800,000 available under this facility. Approximately $200,000 was
used to secure a letter of credit.

5.   Stockholders' Equity

     Stockholder Protection Rights Plan

     On August 26, 1998,  the Company's  Board of Directors  declared a dividend
payable September 9, 1998 of one right (a "Right") for each outstanding share of
common  stock,  par value $.01 per share,  of the Company  held of record at the
close of business on September 8, 1998,  or issued  thereafter  and prior to the
Separation Time (generally the date of the  commencement of a tender or exchange
offer or at such time as an acquirer  becomes a 15% or more  shareholder  of the
Company)  and  thereafter   pursuant  to  options  and  convertible   securities
outstanding at the Separation Time. Each Right entitles its registered holder to
purchase from the Company,  after the  Separation  Time, one one- hundredth of a
share of a new  class of  preferred  stock  designated  Participating  Preferred
Stock, par value $2.00 per share, for $32.50, subject to adjustment.

     Stock Repurchase Program

     The  Company  has a  common  stock  repurchase  program  under  which it is
authorized  to  repurchase up to 2,000,000  shares or  approximately  25% of the
Company's outstanding

                                      F - 9

<PAGE>



Common Stock.  As of December 31, 1999,  the Company had  repurchased  1,089,050
shares at an aggregate cost of $6,881,000.  Additional  repurchases will be made
from time to time in open market  transactions  in amounts as  determined by the
Company's management and will be funded out of the Company's working capital.

     Public Offerings

     On April 3, 1998,  the Company  completed  the sale of 2,000,000  shares of
common  stock in a public  underwriting.  On April 30,  1998,  the  underwriters
exercised their over-allotment  option and acquired an additional 300,000 shares
of common stock.  The aggregate net proceeds to the Company,  after all expenses
of the offering, was approximately $25.2 million.

     Due from Officers and Directors

     In  connection  with the  exercise  of options to acquire an  aggregate  of
150,000 shares of the Company's  Common Stock,  an officer of the Company signed
full  recourse  interest  bearing  (no  interest  the  first  year,  prime  rate
thereafter)  unsecured  promissory demand notes  aggregating  $203,000 under the
Company's  stock option  purchase  program.  As of December 31, 1999,  and 1998,
notes in the amount of $138,000 and $203,000, respectively, were outstanding and
included in additional paid-in-capital on the balance sheet.

     In July 1998,  the Company made a $500,000  non-recourse  loan to its Chief
Executive  Officer.  The loan is repayable on July 5, 2003 and bears interest at
the rate of 5.68% per annum, payable annually.  The obligation to repay the loan
is secured by 49,000 shares of the Company's  common stock. At December 31, 1998
and 1999, the loan was included with other assets on the balance sheet.

     In December 1998, the Company sold an aggregate of 153,000 shares of Common
Stock held in  treasury  to the senior  executive  officers  of the  Company and
certain of the Company's independent directors at a purchase price of $8.375 per
share,  the  closing  price  of the  Common  Stock  on  the  date  of the  sale.
Substantially  all of the purchase price for the shares of Common Stock sold was
paid  in  the  form  of  five-year  non-recourse  promissory  notes  aggregating
approximately  $1.3 million  secured by pledges of the underlying  Common Stock.
The notes bear  interest  at a rate of 4.52% per annum.  In  January  1999,  the
Company sold an additional  10,000  shares of Common Stock to a new  independent
director at a purchase price of $9.75 per share, the closing price of the Common
Stock on the date of sale. The consideration  paid was substantially the same as
described  above,  except  that the note bears  interest  at a rate of 4.64% per
annum. Such interest represents a non-recourse obligation and, accordingly,  the
purchase  of  company  shares  through  the use of  non-recourse  notes is being
accounted  for in a manner  similar  to a  variable  option  plan.  Under  these
guidelines any increase in the fair market value of the related shares in excess
of their original  purchase price will be recorded as a compensation  expense by
the  Company.  At  December  31,  1998  and  1999,  $1,279,845  and  $1,377,245,
respectively  of  such  notes  were   outstanding  and  included  in  additional
paid-in-capital on the balance sheet.



                                     F - 10

<PAGE>



     Common Stock Outstanding or Reserved for Issuance

     The  following  table  sets  forth the  number  of  shares of Common  Stock
outstanding  as of  December  31, 1999 as well as the number of shares of Common
Stock  that  would be  outstanding  in the  event  that all of the  options  and
warrants  are  exercised  and all  Series  of  Convertible  Preferred  Stock and
Debentures are converted into Common Stock.

                                                                  Common stock
                                                Exercise,        outstanding or
                                              conversion or       reserved for
                                              option price          issuance
                                              ------------          --------

     Common stock                                                     6,907,502
     Class A convertible preferred stock               0.361745          12,552
     Class B convertible preferred stock               0.355839           8,006
     Stock options (i)                          $1.00 to $8.375         735,600
     Private placement warrants (ii)                      $1.96         349,999
     Underwriter's warrants (iii)                       $10.276         125,000
                                                                      ---------
     Total                                                            8,138,659
                                                                      =========

     (i) Stock Compensation Plans

     From time to time, the Company has granted options to various employees and
directors.  The Company applies APB Opinion 25,  "Accounting for Stock Issued to
Employees",  and related  Interpretations in accounting for the plans. Under APB
Opinion 25, because the exercise price of the Company's  stock options issued to
employees  equals the market price of the underlying stock on the date of grant,
no compensation expense is recognized.

     SFAS 123, "Accounting for Stock-Based  Compensation",  requires the Company
to provide pro-forma  information regarding net income and earnings per share as
if  compensation  cost  for the  stock  option  grants  had been  determined  in
accordance with the fair value based method  prescribed in SFAS 123. The Company
estimates  the fair  value of each  stock  option at the grant date by using the
Black-Scholes   option-pricing   model  with  the  following   weighted  average
assumptions  used for  grants  in 1997 and 1998;  no  dividend  yield;  expected
volatility  of 46.1% in 1998 and  46.5%  in  1997;  risk-free  weighted  average
interest  rates of 4.75% in 1998 and 6.03% in 1997;  and expected  lives for the
options of 7.4 years in 1998 and 5 years in 1997.  The Company did not grant any
options to employees in 1999.

     Under the  accounting  provisions  of SFAS 123, the  Company's  net income,
basic earnings per share and diluted earnings per share on a pro-forma basis are
as follows:

<TABLE>
<CAPTION>
                                                                        Year Ended December 31,
                                                           -------------------------------------------------
                                                                1997              1998              1999
                                                           -------------     -------------     -------------
<S>                                                        <C>               <C>               <C>
Net income- continuing operations:
  As reported                                              $   5,754,000     $   5,258,000     $   2,578,000
  Pro-forma                                                $   5,567,000     $   4,858,000     $   2,278,000
Basic earnings per share from continuing operations:
  As reported                                              $        1.05     $        0.74     $        0.36
  Pro-forma                                                $        1.02     $        0.68     $        0.32
Diluted earnings per share from continuing operations:
  As reported                                              $        0.92     $        0.69     $        0.33
  Pro-forma                                                $        0.89     $        0.64     $        0.29
</TABLE>

     In 1997, the Company's  stockholders approved the adoption of the Company's
1997 Stock Compensation Program ("Program"). The Program authorizes the granting
of  incentive  stock  options,   non-qualified   supplementary   options,  stock
appreciation rights,  performance shares and stock bonus awards to employees and
consultants  of the  Company and its  subsidiaries,  including  those  employees
serving as officers or directors of the Company ("Employee Plans").  The Program
also authorizes automatic option grants to

                                     F - 11

<PAGE>



directors who are not otherwise employed by the Company  ("Independent  Director
Plan").  In connection  with the Program,  1,100,000  shares of Common Stock are
reserved for issuance,  of which up to 1,000,000  shares may be issued under the
Employee  Plans and up to  100,000  shares may be issued  under the  Independent
Director  Plan.  In the event that an option or award  granted under the Program
expires,  is  terminated  or forfeited or certain  performance  objectives  with
respect  thereto are not met prior to  exercise  or vesting,  then the number of
shares of Common Stock  covered  thereby  will again  become  eligible for grant
under the Program.  The Company receives no consideration  for grants of options
or awards under the Program.  Options  granted  under the Employee  Plans are at
market value on the date of grant,  expire ten years from the dates of grant and
are generally  exercisable and vested as to 25% of the optioned shares after the
first year,  50% after the second year,  75% after the third year and 100% after
the fourth year. Options issued under the Independent  Director Plan expire five
years  from the  dates of grant  and are fully  exercisable  after one year.  At
December 31,  1999,  there were 189,400  options  available  for grant under the
Employee  Plans and 85,000  options  available  for grant under the  Independent
Director Plan.

     On January 19, 2000, the Company  granted  options to acquire 37,500 shares
of the  Company's  Common Stock to 10  employees at an exercise  price of $5.75.
These options were issued under the Employee  Plans.  On February 21, 2000,  the
Company  granted  options to the Company's  executive  officers and directors to
acquire 465,000 shares of the Company's  Common Stock at $5.03 per share.  These
options are  exercisable  on November  21, 2006 and expire on February 21, 2007.
However,  they can be  exercised  as to 25% at an  earlier  time if and when the
Company's  Common Stock  trades for $8.50 or higher for at least 30  consecutive
days;  as to 50% if and when the  Company's  Common  Stock  trades for $11.00 or
higher for at least 30  consecutive  days;  as to 75% if and when the  Company's
Common Stock trades for $12.50 or higher for at least 30  consecutive  days; and
as to 100% if and when the  Company's  Common  Stock trades for $15.00 or higher
for at least 30 consecutive  days.  These options were issued under the Employee
Plans.

     A summary of the status of the Company's  outstanding  options is presented
below:

<TABLE>
<CAPTION>
                                                                         Year ended December 31,
                                          --------------------------------------------------------------------------------
                                                  1997                        1998                         1999
                                          ----------------------     ------------------------     ------------------------
                                                        Weighted                     Weighted                     Weighted
                                                         Average                     Average                      Average
                                          Number of     Exercise     Number of       Exercise     Number of       Exercise
                                           Shares         Price       Shares          Price        Shares          Price
                                          ---------     --------     ---------       --------     ---------       --------
<S>                                       <C>              <C>       <C>               <C>          <C>             <C>
Outstanding--
beginning of year                           461,000        $2.19       691,025         $5.31        852,988         $4.71
  Granted                                   280,900        10.70       472,000          7.68         15,000          6.18
  Exercised                                 (19,937)        1.32        (9,087)         1.31         (9,288)         1.32
  Forfeited                                      --           --       (13,250)         9.95       (123,100)        10.35
  Canceled                                  (30,938)       10.32      (287,700)        10.76             --            --
                                           --------                   --------                     --------
Outstanding--end of year                    691,025         5.31       852,988          4.71        735,600          3.83
                                           ========                   ========                     ========
Options exercisable--end
  of year                                   227,663        $1.94       334,690         $1.87        469,650         $2.33
Fair value of options
  granted during the year                  $   6.72                  $   5.86                      $   2.48
                                           ========                  ========                      ========
</TABLE>

     On  October  21,  1998,  the  Company's  Board of  Directors  approved  the
repricing of options  exercisable  for an aggregate of 287,700  shares of Common
Stock  previously  granted to key  employees  of the Company  and the  Company's
non-employee directors pursuant to the Company's 1997 Stock Compensation Program
(the "Repricing").  Pursuant to the Repricing,  option holders exchanged options
with  exercise  prices  ranging  from  $9.375 to $13.875 per share for new stock
options covering the same number of shares and having an exercise price of $6.19
per share,  the closing price of the Common Stock on the NASDAQ  National Market
on October 21,  1998.  Options  granted  pursuant to the  Repricing  vest over a
four-year  period,  with 25% of the options  becoming  exercisable  in each year
commencing  one year after the date of the  Repricing  and will expire ten years
after the Repricing.

     Options issued prior to the adoption of the Program are non-qualified stock
options. Options issued in 1996, expire on April 25, 2001 and are exercisable as
to 25% of the optioned shares  immediately,  50% after the first year, 75% after
the  second  year and 100%  after the third  year and for those  issued in 1995,
expire on March 10,

                                     F - 12

<PAGE>



2000 and are  exercisable as to 40% of the optioned shares after the first year,
60% after the  second  year,  80% after the third year and 100% after the fourth
year.

     The following table summarizes information about stock options outstanding.

              Options Outstanding                     Options Exercisable
              -------------------                     -------------------
                                      Weighted-
  Weighted           Number           Average      Weighted           Number
   Average       Outstanding at      Remaining      Average       Exercisable at
  Exercise        December 31,      Contractual    Exercise        December 31,
    Price            1999              Life          Price             1999
   -------         --------          ---------      -------          --------
   $  1.00          224,500          1.3 years      $  1.00           224,500
      2.00          161,500          0.2 years         2.00           161,500
      6.19          299,600          9.0 years         6.19            71,150
      8.38           50,000          8.9 years         8.38            12,500
                   --------                                          --------
    $ 3.83          735,600          4.7 years      $  2.33           469,650


     (ii) Private Placement Warrants

     In connection with the private placement of securities in 1996, warrants to
purchase  420,000  shares of the Company's  common stock at $1.96 per share were
sold to a group of private  investors and senior  management.  During 1997, 1998
and 1999,  32,500,  37,500 and 0 warrants,  respectively,  were  exercised.  The
warrants expire between May 9, 2000 and June 29, 2000.

     (iii) Underwriters' Warrants

     In  connection  with the  Company's  November  1996  public  offering,  the
managing  underwriter received a warrant  ("Underwriter's  Warrant") to purchase
from the Company  125,000 shares of Common Stock at an exercise price of $10.276
per share ("Exercise Price") and 125,000 warrants  ("Underlying  Warrant") at an
exercise price of $0.06 per warrant. Each Underlying Warrant entitles the holder
to  purchase  one-quarter  of a share of Common  Stock at an  exercise  price of
$9.847 per share. The Underwriter's Warrants are exercisable with respect to the
Common Stock up through  November 12, 2001. The Underlying  warrants  expired on
November 12, 1999.

6.   Income Taxes

     Income (loss) from continuing  operations  before income taxes consisted of
the following:

                                               Year Ended December 31,
                                           --------------------------------
                                             1997        1998         1999
                                           -------     -------      -------
     Domestic                              $ 3,301     $ 4,242      $ 2,897
     Foreign (primarily Canadian)            2,082         (91)       1,149
                                           -------     -------      -------
             Total                         $ 5,383     $ 4,151      $ 4,046
                                           =======     =======      =======


                                     F - 13

<PAGE>



     The provision (benefit) for income taxes is as follows:

<TABLE>
<CAPTION>
                                                              Year Ended December 31,
                                                     ---------------------------------------------
                                                        1997             1998             1999
                                                     -----------      -----------      -----------
<S>                                                  <C>              <C>              <C>
     Current tax expense (benefit):
       Federal                                       $   983,000      $ 1,058,000      $   337,000
       State                                             285,000          339,000          145,000
       Recognition of net operating losses--U.S       (1,268,000)      (1,251,000)        (482,000)
       Foreign (primarily Canada)                        404,000          132,000           72,000
                                                     -----------      -----------      -----------
              Total Current                              404,000          278,000           72,000
                                                     -----------      -----------      -----------
     Deferred tax expense (benefit):
       Federal                                          (728,000)      (1,556,000)         524,000
       State                                            (128,000)           9,000          204,000
       Foreign (primarily Canada)                         81,000          (40,000)            --
                                                     -----------      -----------      -----------
              Total deferred                            (775,000)      (1,587,000)         728,000
                                                     -----------      -----------      -----------
     Total income tax provision (benefit)            $  (371,000)     $(1,309,000)     $   800,000
                                                     ===========      ===========      ===========

     Allocated as follows:
      Continuing operations                          $  (371,000)     $(1,107,000)     $ 1,468,000
      Discontinued operation                                --           (202,000)        (668,000)
                                                     -----------      -----------      -----------
        Total income provision (benefit)             $  (371,000)     $(1,309,000)     $   800,000
                                                     ===========      ===========      ===========
</TABLE>

     Significant components of the Company's deferred tax assets and liabilities
at December 31 are as follows:

                                                      1998             1999
                                                  -----------      -----------
     Nondeductible allowances against trade
       receivables                                $   155,000      $   151,000
     Nondeductible reserves and accruals              188,000          145,000
     Machinery and equipment                          398,000          398,000
     Tax benefit of U.S. operating loss carry
       forwards                                     2,562,000        1,983,000
     Other                                              3,000             --
                                                  -----------      -----------
     Gross deferred tax assets                      3,306,000        2,677,000
     Deferred tax assets valuation allowance         (214,000)            --
                                                  -----------      -----------
     Total deferred tax assets                      3,092,000        2,677,000
                                                  -----------      -----------

     Temporary difference for capital assets             --            313,000
                                                  -----------      -----------
     Total deferred tax liabilities                      --            313,000
                                                  -----------      -----------

                                                  $ 3,092,000      $ 2,364,000
                                                  ===========      ===========

     At December 31, 1999, the gross deferred tax asset of $2,677,000,  included
$445,000 and $2,232,000 related to the Company's  Canadian and U.S.  operations,
respectively.  The  deferred  tax  liability  of  $313,000  is  due  to  product
development  costs of the  Company's  U.S.  operations.  At December 31, 1998, a
valuation allowance had been provided for certain limitations applied to the net
operating loss  carryforward  of a subsidiary,  which was  subsequently  sold in
December  1999.  Accordingly,  the valuation  reserve is a component of the loss
from operation sold in 1999. At December 31, 1998, the net deferred tax asset of
$3,092,000  included  approximately  $445,000  and  $2,647,000  related  to  the
Company's  Canadian  and U.S.  operations,  respectively.  Based  on  historical
results and  estimated  2000  earnings,  which  include  earnings  from  certain
contracts,  as well as available tax planning  strategies,  management considers
realization of the unreserved deferred tax asset more likely than not.

     The Company's  income tax provision  (benefit)  differed from the amount of
income tax determined by applying the applicable  statutory U.S.  federal income
tax  rate to  pretax  income  from  continuing  operations  as a  result  of the
following (in thousands):


                                     F - 14

<PAGE>



                                                   Year Ended December 31,
                                              ---------------------------------
                                               1997         1998         1999
                                              -------      -------      -------
Income taxes (benefit) computed at the
  U.S. statutory rate                         $ 1,830      $ 1,061      $ 1,376
Income not subject to U.S. tax, net              (239)        (211)        (390)
U.S. losses and expenses for which no tax
  benefit has been recognized                       7          184          370
Utilization of U.S. net operating losses         (777)        (943)          --
Decrease in beginning of the year deferred
  tax asset valuation allowance                (1,217)      (1,344)          --
State income taxes                                 --          146           --
Other                                              25           --          112
                                              -------      -------      -------
Provision (benefit) for income taxes          $  (371)     $(1,107)     $ 1,468
                                              =======      =======      =======

     At December 31, 1999,  the Company had net operating loss carry forwards in
the U.S. of approximately $5.8 million and $600,000 for federal and state income
tax purposes, respectively, which expire in varying amounts through 2010.

     At December  31,  1999,  undistributed  earnings of the  Company's  foreign
subsidiaries  amounted to approximately $5.1 million.  Deferred income taxes are
not  provided on these  earnings as it is  intended  that the  majority of these
earnings will be indefinitely invested in those entities.

7.   Commitments

     The Company  rents  facilities,  automobiles  and  equipment  under various
operating  leases.  Rental  expenses  under such leases  amounted  to  $324,000,
$444,000, and $474,000 for 1997, 1998 and 1999, respectively.

     At  December  31,  1999,  the  aggregate  minimum  commitments  pursuant to
operating leases, including a lease renewal are as follows:

         Year ending December 31,

         2000                                            $  582,000
         2001                                               528,000
         2002                                               525,000
         2003                                               531,000
         2004                                               530,000
         Thereafter                                       1,559,000

     The Company has multi-year  employment contracts with three key executives.
Pursuant to those  contracts the Company has annual minimum  salary  commitments
aggregating $592,000,  $485,000, and $270,000 for the three years ended December
31, 2002, respectively.

8.   Employee Benefit Plans

     The Company maintains a 401(k) salary deferral plan for all U.S.  employees
and a money  purchase plan for its Canadian  employees.  The money purchase plan
does not establish any Company  liability  other than a  discretionary  matching
formula to employee contributions.

     The  aggregate  cost of both plans for 1997,  1998,  and 1999 was $103,000,
$141,0000, and $172,000 respectively.

     Effective  January 1, 1998, the Company adopted the Barringer  Technologies
Inc.  Supplemental  Executive  Retirement Plan (the "SERP Plan").  The SERP Plan
provides eligible  participants with certain retirement benefits supplemental to
the  Company's  401(k)  Plan.  Pursuant to the SERP Plan,  the Company will make
annual  contributions  to the  account of each  participant  equal to a variable
percentage of the  participant's  base salary and annual cash bonus depending on
the Company's  achievement of certain performance targets. The actual percentage
contribution will be determined by the

                                     F - 15

<PAGE>



Executive Compensation Committee,  subject to certain parameters.  A participant
will  become  vested  under  the SERP Plan  after  five  years of  participation
therein.  For  the  years  ended  December  31,  1998  and  1999,  contributions
aggregating $144,000 and $135,000, respectively, were made into the plan.

9.   Supplemental Disclosures of Cash Flow Information

     The  Company  made cash  payments  for  interest of $17,000 and $10,000 and
none,  for the years  ended  December  31,  1997,  1998 and 1999,  respectively.
Additionally,  income taxes of $209,000,  $498,000, and $347,000,  were paid for
the years ended December 31, 1997, 1998 and 1999, respectively.

10.  Segment and Geographic Data

     The Company has determined that it has only one business segment.

     A summary of the  Company's  revenues and  long-lived  assets by geographic
area is as follows (in thousands):

<TABLE>
<CAPTION>
                                       Revenues                        Long-Lived Assets
                            For the year ended December 31,            As of December 31,
                            -------------------------------     -------------------------------
                             1997        1998        1999        1997        1998        1999
                            -------     -------     -------     -------     -------     -------
<S>                         <C>         <C>         <C>         <C>         <C>         <C>
United States               $13,408     $13,704     $13,514     $   217     $   754     $ 1,607
Canada                          950         800         308       1,264       1,423       1,523
Other foreign countries       8,331       5,185       6,333          24         172          47
                            -------     -------     -------     -------     -------     -------
         Totals             $22,689     $19,689     $20,155     $ 1,505     $ 2,349     $ 3,177
                            =======     =======     =======     =======     =======     =======
</TABLE>

     Revenues are attributed to the countries based on location of the customer.

     For the year  ended  December  31,  1997,  1998  and  1999,  export  sales,
including sales from Canada to other countries, comprised 38.8%, 25.8% and 31.4%
of total  revenues and were made primarily to Western  Europe,  Asia and Central
and South America.

11.  Sales to Major Customers

     For the years ended December 31, 1999, 1998 and 1997, the Federal  Aviation
Administration  ("FAA")  accounted for  approximately  48.3%,  48.1%, and 14.8%,
respectively,  of  consolidated  revenues  of the  Company.  For the year  ended
December 31, 1997, one additional  customer accounted for approximately 13.0% of
consolidated  revenues  of the  Company.  At December  31, 1999 and 1998,  total
amounts due from the FAA was $3.3 million and $4.0 million, respectively.

12.  Fourth Quarter Adjustments

     During the fourth  quarter of 1999 and 1997,  the  Company  had no material
adjustments.  During the fourth quarter of 1998, the Company recorded a deferred
tax benefit related to a decrease in the deferred tax asset valuation  allowance
of $635,000.

13.  Sale of Subsidiary

     On April 30,  1998,  the Company  acquired all of the  outstanding  capital
stock of DigiVision,  Inc. ("DigiVision"),  a San Diego-based developer of video
enhancement  products,  for an aggregate  cash purchase  price of  approximately
$821,000,  including  incurred  acquisition  costs,  in a  business  combination
accounted  for as a  purchase.  The  excess  of the  purchase  price  (including
acquisition  related  costs)  over the fair  value of net  assets  acquired  was
$778,000.  Effective June 30, 1999, the Company determined that it would dispose
of  DigiVision  and on December 15, 1999,  sold all of the  outstanding  capital
stock of  DigiVision  to a group  comprised  of  DigiVision  senior  management.
Accordingly,  the financial  results of DigiVision  have been accounted for as a
discontinued  operation  and  reported  as an  operation  sold.  The Company has
conformed  1998 to this  change.  The  selling  price  consisted  of a  $500,000
interest  bearing note which, if not paid by December 31, 2000, will increase to
$1,000,000.  In  addition,  the Company  will be entitled to receive an earn-out
based upon annual revenues

                                     F - 16

<PAGE>



in  excess  of  $2,000,000.  The  Company  will  recognize  income  on the  note
receivable and the earn-out when collectability is reasonably assured.

     For the years ended December 31, 1998 and 1999,  DigiVision's revenues were
$769,000 and $720,000 and its  operating  losses were  $1,029,000  and $554,000,
respectively.  For the year ended  December 31, 1999,  the Company  recognized a
disposition  loss of  $1,414,000  which  related  primarily to the  write-off of
goodwill. 14. Earnings Per Share

     Basic and Diluted  earnings per share for  continuing  operations  has been
computed as follows:

<TABLE>
<CAPTION>
                                                                      Income                Shares              Per Share
For the Year ended December 31, 1999:                              (Numerator)           (Denominator)            Amount
                                                                   -----------           -------------            ------
<S>                                                                 <C>                    <C>                     <C>
Basic Earnings Per Share:
  Income attributable to common
    stockholders from continuing operations                         $2,569,000             7,181,000               $0.36
                                                                                                                   =====
  Effect of dilutive securities
  Warrants and options                                                                       550,000
  Convertible preferred dividends                                        9,000                21,000
                                                                    ----------             ---------
Diluted Earnings Per Share:
  Income attributable to common
    stockholders and assumed conversions
    from continuing operations                                      $2,578,000             7,752,000               $0.33
                                                                    ==========             =========               =====

For the Year ended December 31, 1998:

Basic Earnings Per Share:
  Income attributable to common
    stockholders from continuing operations                         $5,248,000             7,153,000               $0.74
                                                                                                                   =====
  Effect of dilutive securities
  Warrants and options                                                                       437,000
  Convertible preferred dividends                                       10,000                22,000
                                                                    ----------             ---------
Diluted Earnings Per Share:
  Income attributable to common
    stockholders and assumed conversions
    from continuing operations                                      $5,258,000             7,612,000               $0.69
                                                                    ==========             =========               =====

For the Year ended December 31, 1997:
Basic Earnings Per Share:
  Income available to common
    stockholders from continuing operations                         $5,742,000             5,456,000               $1.05
                                                                                                                   =====
  Effect of dilutive securities
  Warrants and options                                                                       777,000
  Convertible preferred dividends
    and debentures                                                      12,000                24,000
                                                                    ----------             ---------
Diluted Earnings Per Share:
  Income available to common
    stockholders and assumed conversions
    from continuing operations                                      $5,754,000             6,257,000               $0.92
                                                                    ==========             =========               =====
</TABLE>


     Options  and  warrants  to  purchase   175,000   shares  of  common  stock,
exercisable  at  between  $8.375 and  $10.276  per share,  were  outstanding  at
December 31, 1999 but were not included in the  computation of diluted  earnings
per share because the exercise prices were greater than the average market price
of the common stock underlying the warrants and options.

                                     F - 17

<PAGE>


                  BARRINGER TECHNOLOGIES INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (concluded)


     Options  and  warrants  to  purchase   577,000   shares  of  common  stock,
exercisable at between $9.847 and $11.81 per share, were outstanding at December
31, 1998 but were not included in the computation of diluted  earnings per share
because the exercise  prices were  greater than the average  market price of the
common stock underlying the warrants and options.

     Options to purchase  24,268 shares of common stock,  exercisable at between
$11.78 and $14.00 per share,  were outstanding at December 31, 1997 but were not
included in the  computation of diluted  earnings per share because the options'
exercise  price was greater  than the average  market  price of the common stock
underlying the options.


                                     F - 18

<PAGE>



                           BARRINGER TECHNOLOGIES INC
                        VALUATION AND QUALIFYING ACCOUNTS
                            YEARS ENDED DECEMBER 31,
                                   SCHEDULE II

<TABLE>
<CAPTION>
                                Balance -                                                                Balance -
                                beginning                                                                 end of
                                of period           Addition          Deduction        Recovery           period
                               ------------       ------------       -----------      ----------        -----------
<S>                            <C>                <C>                <C>              <C>               <C>
Allowance for doubtful
accounts and sales
allowances:
   1999                        $    626,000       $    108,000       $   341,000                        $   393,000
   1998                             109,000            543,000                        $  (26,000)           626,000
   1997                              63,000             46,000                                              109,000
</TABLE>




                                     F - 19