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

                                   FORM 10-KSB

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

                   For the fiscal year ended December 31, 1997

                         Commission File Number: 0-3207

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

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

                     219 South Street, Murray Hill, NJ 07974
          (Address, Including Zip Code, of Principal Executive Offices)

                                 (908) 665-8200
                           (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
                     Common Stock Purchase Warrants

    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-B 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-KSB or any
amendment to this Form 10-KSB.
[X]

State issuer's revenue for its most recent fiscal year. $22,689,000.

The  aggregate  market value of voting stock held by  nonaffiliates  computed by
reference to the price at which the stock was sold, or the average bid and asked
price of such stock, is $73,086,000 as of March 11, 1998.

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 12, 1998
    Common Stock, $.01 par value               5,547,354



<PAGE>





                                TABLE OF CONTENTS


                                                                            Page

                                     PART I

Item 1.  Business............................................................  3
Item 2.  Properties.......................................................... 10
Item 3.  Legal Proceedings................................................... 10
Item 4.  Submission of Matters to a Vote of Security Holders................. 10

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters............ 10
Item 6.  Management's Discussion and Analysis................................ 11
Item 7.  Financial Statements and Supplemental Data.......................... 18
Item 8.  Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure............................................... 18

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
          Compliance with Section  of 16(a) of the Exchange Act.............. 18
Item 10. Executive Compensation.............................................. 20
Item 11. Security Ownership of Certain Beneficial Owners and Management...... 26
Item 12. Certain Relationships and Related Transactions...................... 28
Item 13. Exhibits and Reports on Form 8-K.................................... 29














<PAGE>


                                     PART I

Item 1.  Business.

Disclosure Regarding Forward Looking Statements

This Form 10-KSB (including, but not limited to, the information provided herein
in  response  to Item 1 and  Item 6 of  Form  10-KSB)  contains  forward-looking
statements  within the meaning of Section 27A of the  Securities Act of 1933, as
amended (the "Securities Act") and Section 21E of the Securities Exchange Act of
1934, as amended (the "Exchange  Act").  Such  statements  include,  but are not
limited  to, the  anticipated  growth in the demand for  products  of  Barringer
Technologies Inc. (the "Company"), the Company's opportunities to increase sales
through,  among other things, the development of new applications of and markets
for  the  IONSCAN(R)  technology,  the  development  and  marketability  of  new
products,  the probability of the Company's  success in the sale of its products
in current or future markets, the potential effect of government regulations and
directives  changing  security  requirements,  the ability of the  IONSCAN(R) to
satisfy any  certification  protocol  adopted by the FAA or any other government
agency, the amount and timing of domestic and foreign government  appropriations
for the  development  and  deployment  of  advanced  detection  technology,  the
Company's  liquidity  and  capital  requirements  and the  financial  impact  of
possible acquisitions.

         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)  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.  Certain of
the factors  summarized  above are  described  in more  detail in the  Company's
Registration Statement on Form SB-2 (File no. 333-33129) and reference is hereby
made thereto for additional  information with respect to the matters  referenced
above.

         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-KSB.

(a) 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 product,  the IONSCAN(R),  is a portable desktop
system used in explosives  detection and drug interdiction  applications.  As of
December 31,  1997,  the Company had sold over 700 units  (including  335 during
1997) in 39 countries.  The Company's  revenues have grown from $2.8 million for
the year ended  December 31, 1992 to $22.7  million for the year ended  December
31, 1997,  representing  a compounded  annual growth rate of 51.8% over the last
five years.

         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 40 airports and  transportation  centers in
countries  throughout the world,  including Gatwick Airport and Heathrow Airport
in the United Kingdom,  John F. Kennedy International Airport and Chicago O'Hare
International Airport in the United States and Kuala Lumpur Airport in Malaysia,
as well as the Eurotunnel.  The Company believes that its principal  competitive
advantages  are  the  detection  capability,   reliability,   versatility,  cost
effectiveness,  ease of use and portability of the IONSCAN(R).  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 growing  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. In
January 1998, the Company  received a $5.4 million order 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,  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.  Also in 1997,  the Company
sold $2.5 million of IONSCAN(R)s to a correctional  agency to assist in stemming
the flow of illegal drugs to inmates.

         The Company believes that there are numerous potential applications for
its trace  detection  technology.  Currently,  the  principal  applications  are
explosives detection and drug interdiction.

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 currently  deployed 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 chemoluminescence.  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  and is generally more portable and less
expensive than bulk imaging equipment.

         While  implementation  of  advanced  detection  strategies  has  varied
significantly around the world, the Company believes that aviation  authorities,
including  the FAA and BAA plc,  formerly  the British  Airport  Authority  (the
"BAA"),  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  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  which the FAA is
using to deploy such  technology  in a limited  number of the 400  busiest  U.S.
airports.  In addition,  the BAA has installed enhanced detection  technologies,
including  trace  detectors,  in certain  airports in Britain.  Also,  since the
enactment  of the Aviation  Security  Act of 1990,  the FAA has funded over $150
million  for  research  and   development  of  advanced   explosives   detection
technologies.

         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 TWA Flight 800 and the 1995  Oklahoma  City
bombing.

         Drug Interdiction

         As a result of increased drug usage, 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.  For example,  in fiscal year 1996, the
U.S.  government  spent $1.3 billion 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 increasingly 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

         In January  1998,  the Company  entered  into an OEM  arrangement  with
Exploranium G.S. Limited ("Exploranium"),  a Canadian corporation engaged in the
development and sale of products which utilize gamma ray  spectrometry to detect
and identify  radioactive  materials present in nuclear contraband.  Pursuant to
such  arrangement,  the Company has the exclusive  right to market and sell such
products  in the law  enforcement  and  security  fields  worldwide  (subject to
certain exceptions relating to military applications).  The products,  which are
marketed under the  GAMMATRACE(TM)  name, range in size from a small,  hand-held
unit,  which sells for  approximately  $10,000,  to large vehicle  drive-through
systems, which sell for approximately $70,000. The products are manufactured for
the Company by Exploranium.  The Company is marketing the GAMMATRACE(TM) product
line  through  its  existing  direct  sales  organization  and  its  network  of
independent representatives.

         In March 1998, the Company entered into a merger  agreement and certain
related  documents  with  DigiVision,  Inc.  ("DigiVision"),  a San  Diego-based
developer  of  video  enhancement  products,  and  certain  of its  shareholders
pursuant to which the Company intends to acquire all of the outstanding  capital
stock of DigiVision. See Item 6, Management's Discussion and Analysis.

Sales and Marketing

         The Company  sells its  products  through a direct  sales  organization
comprised of 18 sales people  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 45 independent sales and service  representatives  located
in 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.

         Selling  prices for the  IONSCAN(R)  typically  range  from  $50,000 to
$80,000 per unit, depending principally on the configuration of the unit and the
purchaser's location. 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  IONSCAN(R)  instruments,  although from time to time the
Company has provided extended warranties. To date, the Company's warranty claims
experience has not been significant.

         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.  Although sales of such instruments and services have been material to
the  Company's  historic  results from time to time, as a result of the expected
increase in sales of the IONSCAN(R) and other products,  management  anticipates
that revenues from those activities will become  increasingly  less important to
the Company's overall results of operations.

         For the year ended  December 31,  1997,  two of the  Company's  largest
customers  accounted  for more than 10.0% of the  consolidated  revenues  of the
Company. Together these two customers accounted for an aggregate of 27.8% of the
Company's  revenues for that period.  For the year ended  December 31, 1996, one
customer  accounted  for more than  10.0% of the  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 months 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 IONSCAN(R)s 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. Manufacturing and Assembly

         The Company  assembles  IONSCAN(R)s  from components  supplied to it by
various  suppliers and parts  manufactured  internally.  Once the  IONSCAN(R) is
assembled,  the  IONSCAN(R)  is "burned  in" for up to 400 hours  using  certain
chemicals  to calibrate  and tune the unit and to assure that it is  functioning
properly. After successful completion of this procedure, the IONSCAN(R) is ready
for shipment to a customer.

         Although  many  of the  basic  components  of the  IONSCAN(R),  such as
chipboards,  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 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.,
utilizing  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.  As a result of recent  government
initiatives,  the Company  anticipates that additional  technologies,  including
improved IMS technologies, will be developed and that new competitors will enter
the Company's markets.

         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
IONSCAN(R)  instruments  are more  effective  and  cost-efficient  than canines,
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  IONSCAN(R).  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.

         The FAA is  currently  developing  a  certification  protocol for trace
particle detection equipment. Once the protocol is adopted, the Company believes
that  only  instruments  meeting  the  FAA  certification  requirements  will be
approved  for use by  airlines  subject to FAA  regulation.  Although  the final
protocol has yet to be adopted, based on early versions of the testing criteria,
as well as discussions  with  representatives  of the FAA, the Company  believes
that the IONSCAN(R) will meet the FAA's certification requirements,  although no
assurance  can be given.  The FAA has approved the  IONSCAN(R)  for screening of
electronic  carry-on  items,  such as cellular  telephones,  tape  recorders and
laptop computers.

Product Development

         The Company spent $1.6 million and $933,000 on research and development
activities  for the years ended  December  31, 1997 and 1996,  respectively,  of
which $849,000 and $703,000,  respectively,  were funded under various  research
and  development  grants  and  contracts.  Substantially  all of  the  Company's
research  and  development  activities  have  related  to  the  development  and
enhancement of the Company's  IONSCAN(R)  technology and the  development of new
IONSCAN(R) products.

         The Company is  currently  working on a number of  enhancements  to its
existing  IONSCAN(R)  products that would enhance  ergonomics,  increase ease of
use,  decrease size and weight,  lower  manufacturing  costs and thereby provide
greater value to customers.  For example, the Company is currently attempting to
develop a hand-held version of the IONSCAN(R).

         Certain  of  the  Company's  new  product  development  activities  are
described below.

  Document Scanner

         The Company  received a development  grant from the FAA in October 1996
to develop a document scanner that would scan boarding passes or other passenger
documents  for the  presence  of  explosives  prior  to  boarding.  The  Company
delivered a prototype of the document  scanner to the FAA in December  1996. The
Company  expects to deliver  additional  document  scanners  to the FAA for beta
testing during 1998.

  Automated Luggage System

         The Company  received a design grant from the FAA in March 1997 for the
design of an automated  luggage  system that would scan checked  baggage for the
presence of drugs or explosives.  The grant does not require the production of a
prototype at this time and no such prototype exists or is being built.  However,
under the  contract,  the  Company is  required  to develop a working  design to
demonstrate proof of concept for delivery to the FAA during 1998.

         There can be no assurance that the Company will  successfully  complete
the development of the products described above or that any such products would,
if successfully  developed,  achieve market acceptance or a significant level of
sales.

Patents, Trademarks and Proprietary Rights

         Certain of the  technology  used in the  IONSCAN(R)  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 the
IONSCAN(R)  and while certain other  elements of the IONSCAN(R) are protected by
other intellectual  property rights, the Company has no comprehensive  patent or
similar  exclusive  intellectual  property  right covering the IONSCAN(R) in its
entirety.  In addition,  the basic IMS technology  used in the IONSCAN(R) 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).
         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 certain  IONSCAN(R)  sales.  The initial term of this license  agreement
expires 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.

         The Company  believes  that the  IONSCAN(R)  registered  trademark  has
gained  recognition in the markets for the Company's  products and is a valuable
trademark.  In addition,  the Company is seeking to register its  GAMMATRACE(TM)
trademark.

Employees

         As of December 31, 1997,  the Company had 119 full-time  employees,  of
whom 58 were engaged in  manufacturing,  28 were engaged in product  development
activities  and 33 were  engaged in sales,  service and general  administration.
Eighteen of such persons have advanced degrees (including nine doctorates). None
of the  Company's  employees  is  represented  by any  union,  and  the  Company
considers its relationships with its employees to be satisfactory.

(b) Financial Information about Foreign and Domestic Operations and Export Sales

         For information with respect to financial information about foreign and
domestic  operations and export sales,  reference is made to the information set
forth  in  Note  10 to the  Consolidated  Financial  Statements  of the  Company
included herein, and see Item 6. "Management's Discussion and Analysis."


<PAGE>


Item 2.  Properties.

         The Company does not own any real property and  currently  conducts its
operations at the following leased premises:
                                                   Approx-
                                                    imate
                                                   Square    Annual       Lease
      Location          Description of Facility    Footage Lease Cost Expiration

219 South Street        Corporate headquarters,     6,780  $158,000    September
Murray Hill, New Jersey  research, sales, customer                          1998
07974                    support and assembly

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

Village Fret BAT-3453   Sales and customer          2,500  $ 40,000     February
BP 10614-4               support                                            2000
Rue du Te
95724, Roissy C.D.G.
France

Unit 3 at Manor Royal   Sales and customer          1,560  $ 16,000    June 1998
Crawley, West Sussex     support
England RH10 2QU

No. 21-1 Jalan 3176 D   Sales and customer          1,000   $12,000         **
Desa Pandah             support
55100 Kuala Lumpur
Malaysia

 * Increases to $115,000 on September 1, 2000.
** Oral agreement terminable by either party upon thirty (30) days prior notice.

         The Company is currently  seeking to relocate its New Jersey operations
to, among other things, further its manufacturing and assembly capabilities. The
Company anticipates that it will seek to lease approximately  15,000 square feet
of space for those operations. Although the Company has no current agreements or
understandings with respect to the leasing of a particular location, the Company
believes that ample  suitable space is available in the vicinity of its existing
operations at rental rates that are consistent with prevailing market rates.

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, 1997.

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

         Since  November  12, 1996,  the Common  Stock has been  included in the
Nasdaq  National Market under the symbol "BARR." Prior to that, the Common Stock
was quoted in the Nasdaq  SmallCap  Market under the same symbol.  The following
table sets forth, for the periods indicated, the high and low bid quotations for
the  Common  Stock as  reported  on the  Nasdaq  National  Market or the  Nasdaq
SmallCap Market, as applicable.  Such quotations  reflect  inter-dealer  prices,
without  retail  mark-up,  mark-down  or  commissions  and may  not  necessarily
represent actual transactions.


                                                  High               Low

Fiscal 1996
  First quarter                                $    9/16           $    5/16
  Second quarter                                  4 3/16                7/16
  Third quarter                                  13  7/8             2  7/8
  Fourth quarter                                 10  5/8             6  5/8

Fiscal 1997
  First quarter                                 $10 3/4            $ 8 1/8
  Second quarter                                 15                  9 3/8
  Third quarter                                  16                 10 3/8
  Fourth quarter                                 14 3/8              8 3/4

Fiscal 1998
  First quarter (through March 27, 1998)        $15 1/4            $11 5/8

         On March 30, 1998,  the last reported sale price of the Common Stock on
the Nasdaq  National  Market was $12 3/8 per share.  As of March 30, 1998,  the
Company had approximately 1,000 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

                                      None.




Item 6.  Management's Discussion and Analysis

Overview

         Barringer 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 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 sold its first  IONSCAN(R) in 1990 and, as of December
31, 1997,  had sold over 700 units  (including  335 during  1997).  From 1991 to
1995, the Company incurred losses as its business  continued to develop,  except
during 1993 when the Company  received a significant  order for  IONSCAN(R)s for
deployment  at the  Eurotunnel.  In 1996,  the  Company  achieved  profitability
principally as a result of increased demand for and favorable market  acceptance
of the  IONSCAN(R).  Prior to 1996, the Company sold most of its IONSCAN(R)s for
use in drug  interdiction  applications.  However,  in 1996,  the Company's unit
sales  were  more  evenly  distributed  between  explosives  detection  and drug
interdiction   applications.   During  the  year  ended   December   31,   1997,
approximately  55.0% of the Company's unit sales were for  explosives  detection
applications  primarily in the aviation security market.  Approximately 14.8% of
the Company's 1997 revenues  represented  sales to the FAA.  Management  expects
that the aviation  security  market will  continue to account for a  substantial
portion of the Company's future revenues.

         Revenues consist of (i) sales of IONSCAN(R)s,  related  accessories and
consumable supplies, maintenance,  training, and billable repairs, (ii) sales of
other  instruments,  and (iii) funded product  development grants and contracts.
For the years ended December 31, 1997 and 1996,  approximately  96.0% and 86.1%,
respectively,  of the Company's consolidated revenues were derived from the sale
of IONSCAN(R)s and related revenues. Selling prices for the IONSCAN(R) typically
range  from  $50,000  to  $80,000  per  unit,   depending   principally  on  the
configuration of the unit and the purchaser's location. Profitability associated
with any given sale, and the Company's  gross margin for any given quarter,  may
vary  substantially due to unit  configuration,  the geographic  location of the
purchaser and whether sales prices  include a distributor  mark-up.  The Company
recognizes  revenues from the sale of IONSCAN(R)s  upon  shipment.  Accordingly,
changes in delivery  dates for relatively  few  IONSCAN(R)s  from one quarter to
another may have a  significant  impact on the  Company's  quarterly  results of
operations.

         Substantially  all of the Company's  revenues are  denominated  in U.S.
dollars.  However, the Company operates in several foreign countries,  including
Canada,  the United Kingdom,  France and Malaysia and, in those  instances,  the
Company  recognizes  revenues  and  incurs  expenses  denominated  in the  local
currency.  To date,  the Company  has not  experienced  significant  losses as a
result of foreign currency  fluctuations.  The Company  generally does not hedge
its foreign currency exposure. In addition, approximately 34.3% and 68.6% of the
Company's  total  revenues  for the  years  ended  December  31,  1997 and 1996,
respectively, were derived from non-U.S. sources.

         The Company manufactures to a sales forecast in order to have inventory
available  to  meet  anticipated   demand  promptly  and  historically  has  not
maintained  a backlog of orders.  However,  depending  on the size and timing of
customer  orders,  the Company may, from time to time, have a backlog of orders.
Management's sales forecast is determined by an analysis of a number of factors,
including, among other things, the customer's need, the availability of budgeted
funds,  the  status of  equipment  demonstrations,  the  status of any  required
approvals,  the effects of  competition  and the  complexity  of the  customer's
procurement process. See Item 1 "Business - Backlog."

         In March 1998, the Company entered into a merger  agreement and certain
related  agreements with DigiVision and certain of its shareholders  pursuant to
which the Company  intends to acquire all of the  outstanding  capital  stock of
DigiVision for an aggregate cash purchase price of approximately  $750,000.  See
Item 1 "Business - Other  Products." The  acquisition of DigiVision  will not be
material to the  Company.  Accordingly,  no  separate  financial  statements  of
DigiVision  and no pro forma  financial  information  relating  to the  proposed
acquisition  have  been  included  herein.  However,  upon  consummation  of the
acquisition,  the  Company  may record a one-time  charge to  write-off  certain
technology  and  in-process   research  and  development  to  be  acquired  from
DigiVision.  Although  management of the Company cannot  currently  estimate the
amount  of the  charge,  it is  expected  that such  charge  could  represent  a
substantial  portion  of the  purchase  price,  including  costs  related to the
acquisition.  The final  allocation of the purchase price will be subject to the
completion  of due  diligence  procedures,  including  appraisals  and valuation
analyses,  as necessary.  The Company's  proposed  acquisition  of DigiVision is
subject to a number of significant conditions precedent.  The Company expects to
consummate the acquisition in the first half of 1998.  However, no assurance can
be given that the acquisition will occur or as to the timing thereof.

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,
                                                   1995      1996      1997
                                                  -----------------------------

Consolidated Statements of Operations Data:
Revenues 100.0%                                   100.0%    100.0%
Cost of revenues                                   56.5      49.1      39.7
                                                  ------   -------   ------
Gross profit                                       43.5      50.9      60.3
                                                  ------   -------   ------
Operating expenses:
Selling, general and administrative                51.9      34.2      35.1
Product development                                 5.5       2.1       3.2
                                                  -----     -----     -----
Total operating expenses                           57.4      36.3      38.3
                                                  -----     -----     -----
Operating income (loss)                           (13.9)     14.6      22.0
Other (expense) income, net                        (4.6)      0.7       1.7
Income tax benefit                                 --         3.6       1.7
                                                --------    -----    ------
Income (loss) from continuing operations          (18.5)     18.9      25.4
Income from operation held for sale                 5.5      --        --
                                                  ------    -----    ------
Net income (loss)                                 (13.0)     18.9      25.4
Preferred stock dividends                          (1.3)     (0.4)    --*
                                                  -----     -----     ---
Net income (loss) attributable to common
  stockholders                                    (14.3)%    18.5%     25.4%
                                                  ======     ======   ======

*  Less than 0.1%.

Comparison  of the Fiscal Year Ended  December 31, 1997 to the Fiscal Year Ended
December 31, 1996

         Revenues.  For the  fiscal  year  ended  December  31,  1997,  revenues
increased by $11.8 million, or 108%, to $22.7 million from $10.9 million for the
fiscal year ended December 31, 1996.  Sales of IONSCAN(R)s and related  products
increased by $12.3 million, or 131%, due to an increase of 156% in the number of
units  sold,  offset in part by a decline in average  unit  selling  price.  The
increase in unit sales was due to significant IONSCAN(R) sales to drug detection
markets,  primarily  to  law  enforcement  agencies,  and  to a  lesser  extent,
increased  sales to the  aviation  security  market,  primarily  to the FAA. The
decrease in average  selling prices  resulted  primarily from an increase in the
number of IONSCAN(R)s sold to U.S. government  agencies,  which typically are at
lower unit prices than sales to other customers.  Sales of specialty instruments
decreased  by  approximately  $697,000,  or 85.2%,  in 1997 as compared to 1996,
principally due to the completion in 1996 of a heavy water analyzer contract. As
sales of its IONSCAN(R)s have increased, the Company has placed less emphasis on
marketing its specialty  instruments and anticipates that revenues from sales of
such  instruments  will continue to be  insignificant  to the Company's  overall
results.  Revenues  derived from funded  research and  development  increased by
approximately  $146,000,  or 20.8%, in 1997 as compared to 1996. Funded research
and development  revenues increased as a result of the award by the FAA in March
1997 of a $700,000 contract to design an automated luggage explosives  detection
system  utilizing the Company's trace detection  technology.  The first phase of
this  project,  which  involves a proof of concept,  is expected to be completed
during  1998.  Because  of the  increasing  sales of  IONSCAN(R)s,  the  Company
believes that  revenues from funded  research and  development  activities  will
continue to be insignificant to the Company's overall results of operations.

         Gross Profit. For the fiscal year ended December 31, 1997, gross profit
increased by $8.1 million,  or 146%, to $13.7 million from $5.6 million in 1996.
As a  percentage  of  revenues,  gross  profit  increased to 60.3% in the fiscal
period ended December 31, 1997 from 50.9% in 1996. The improvement 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,  coupled
with higher margins on international  sales,  offset in part by lower margins on
sales to U.S.  government  agencies.  In addition,  the Company has been able to
reduce its cost of materials as a result of higher volume purchases.

         Selling, General and Administrative. For the fiscal year ended December
31,  1997,   selling,   general  and   administrative   expenses   increased  by
approximately $4.2 million,  or 114%, to $7.9 million from $3.7 million in 1996.
As a  percentage  of  revenues,  selling,  general and  administrative  expenses
increased to 35.1% in 1997 from 34.2% in 1996.  Selling and  marketing  expenses
increased  by  approximately  $2.5  million,  of which $1.6  million  was due to
increased  sales  commissions  attributable  to a  larger  percentage  of  sales
originating  through  independent sales agents and  distributors.  The remaining
increase was  attributable  to the addition of sales and service  personnel  and
related costs to handle increased  business volume.  General and  administrative
expenses  increased by $1.7 million  primarily as a result of increased  payroll
and related costs and increased professional and consulting costs.

         Product  Development.  For the fiscal  year ended  December  31,  1997,
product  development  expenses increased by $485,000,  or 211%, to $715,000 from
$230,000 in 1996.  As a percentage  of revenues,  product  development  expenses
increased to 3.2% (6.9% when combined with funded research and  development) for
the fiscal  year ended  December  31,  1997 from 2.1% (8.5% when  combined  with
funded  research  and  development)  in 1996 as a result  of a  higher  level of
internally funded new product development activity.  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,  1997,
operating income  increased by $3.4 million,  or 213%, to $5.0 million from $1.6
million in 1996.  As a percentage  of revenues,  operating  income  increased to
22.0% from 14.6% in 1996. The increase is due to the greater operating  leverage
on higher levels of revenue.

         Other Income and Expense.  For the fiscal year ended December 31, 1997,
interest  expense  decreased by $219,000,  or 96.1%,  to $9,000 from $228,000 in
1996 as a result of the repayment of indebtedness out of the net proceeds of the
Company's  November 1996 public offering.  Investment income for the fiscal year
ended  December 31, 1997 was $450,000 as compared to $72,000 in 1996,  primarily
as a  result  of the  investment  of a  portion  of the net  proceeds  from  the
Company's November 1996 public offering.

         Income Taxes.  For the fiscal year ended December 31, 1997, the Company
had a net tax benefit of $371,000, composed of foreign taxes of $404,000, offset
by a $775,000 net deferred  tax  benefit.  Such  deferred tax benefit was due in
part to a reduction  in 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.   Management
anticipates that further deferred tax benefits will be recognized in 1998.



Comparison  of the Fiscal Year Ended  December 31, 1996 to the Fiscal Year Ended
December 31, 1995

         Revenues.  Revenues  for  the  fiscal  year  ended  December  31,  1996
increased by $4.5 million,  or 71.4%, to $10.9 million from $6.4 million for the
fiscal year ended  December 31, 1995.  Net sales of the  IONSCAN(R)  and related
products increased by approximately  $4.9 million,  or 93.5%, due to an increase
of 134% in the number of units sold offset in part by a decline in average  unit
selling  price.  The  increase in unit sales was due to  increased  sales of the
Model 400 which was  introduced  in the first  quarter of 1995.  The decrease in
average  selling prices resulted from increased sales of the Model 400 which had
a lower average selling price than the Model 350. Net sales of other instruments
increased  by  approximately  $223,000,  or 41.6%,  in 1996 as compared to 1995,
principally due to work performed on a heavy water analyzer contract,  which was
awarded to the Company in mid-1995 and  completed in the first half of 1996.  In
addition,  net sales benefitted from the sale of several other instruments.  The
markets  for heavy  water  analyzers  and other  instruments  are  limited,  and
therefore  management cannot predict whether the Company will receive any future
orders.  Revenues  derived  from funded  research and  development  decreased by
approximately  $349,000,  or 33.2%,  in 1996 as  compared  to 1995.  The reduced
revenues  were  attributable  to the  Company's  contract  with the  Emergencies
Science  Division,  Environment  Canada to design  and build an  airborne  laser
fluorosensor system, a substantial portion of which was completed in 1995.

         Gross Profit.  Gross profit increased by $2.8 million, or 101%, to $5.6
million from $2.8 million for fiscal 1995.  As a percentage  of revenues,  gross
profit increased to 50.9% from 43.5%. The improvement was primarily attributable
to higher margins on international  sales,  coupled with larger,  more efficient
production runs of the IONSCAN(R) and related products.  The sale at higher than
expected  prices of several Model 350 units during the first six months of 1996,
the carrying  value of which had been reduced in 1995,  also  contributed to the
improvement.

         Selling,    General   and   Administrative.    Selling,   general   and
administrative  expenses increased by approximately  $429,000, or 13.0%, to $3.7
million from $3.3 million for fiscal 1995.  In 1995,  the Company  recognized an
expense  decrease  of  $226,000   attributable  to  a  negotiated  reduction  in
professional fees and $147,000 of additional expense reduction recognized on the
termination  of the  Company's  Canadian  Pension  Plan as of December 31, 1993.
Excluding  these items,  selling,  general and  administrative  expenses in 1996
increased by $56,000, or 1.5%. As a percentage of revenues, selling, general and
administrative  expenses  decreased  to 34.2%  from  51.9%.  The  decrease  as a
percentage  of revenues  was  primarily  attributable  to  spreading  costs over
increased revenues.  Selling expenses increased by $108,000, or 4.6%, in 1996 as
compared to 1995,  primarily as a result of increased sales commissions on units
sold in the fourth quarter of 1996.

         Product   Development.   Product  development   expenses  decreased  by
approximately  $124,000,  or 35.0%, to approximately  $230,000 from $354,000 for
fiscal 1995. As a percentage of revenues, product development expenses decreased
to 2.1% from 5.5%.  The level of product  development at any time is primarily a
function of the availability of financial and personnel resources.

         Other Income and Expense.  Equity in earnings of Labco  represents  the
Company's  share of  Labco's  operating  results,  in which  the  Company  had a
non-controlling  ownership  during most of 1996. Prior to December 31, 1995, the
Company had a controlling  interest in Labco, but from the first quarter of 1995
until the end of 1996,  the Company  presented  Labco as an  operation  held for
sale.  The  Company's  share of Labco's  net income  for 1996 was  $117,000,  as
compared  to  $258,000  for the same period in 1995 (where it is shown as Income
from operations under the caption  "Operation held for sale").  The Company sold
its remaining interest in Labco in 1996. See Item 12 "Certain  Relationships and
Related Transactions--Sale of Subsidiary."

         In 1996, the Company earned investment income of $72,000.

         Other  expense,  net of income,  was  $12,000 in 1996,  as  compared to
$52,000 in 1995. In 1996, the Company  recognized  $44,000 of gains from trading
securities  held for Canadian  pension  funding  purposes,  partially  offset by
miscellaneous expenses, including $43,000 of foreign exchange losses realized in
1996. In 1995, the Company realized foreign exchange losses of $79,000.

         Income Taxes.  For the year ended  December 31, 1996, the Company had a
net tax benefit of $391,000  primarily  due to a reduction  in the  deferred tax
valuation  allowance  as a result of changes in  management's  estimates  of the
utilization of both U.S. and Canadian tax loss carryforwards caused primarily by
improved operating results.

Liquidity and Capital Resources

         Cash provided by operations  was $2.0 million in 1997, and cash used in
operations  was $1.4  million in 1996 and  $711,000  in 1995.  Cash  provided by
operations in 1997 resulted primarily from net income of $5.8 million, partially
offset by increases in accounts receivable and inventories.  Accounts receivable
increased  as a  result  of  higher  sales,  particularly  during  the  month of
December.  Inventories  also  increased as the Company  acquired  the  materials
necessary to support  increased  IONSCAN(R)  production.  Cash used in operating
activities during 1996 resulted primarily from increases in accounts  receivable
and  inventory,  which more than offset net income of $2.1 million for the year.
Cash used in operating  activities during 1995 resulted  primarily from the loss
of $827,000 recorded by the Company for 1995.

         Net cash provided by investing activities was $639,000 in 1997, and net
cash used in investing  activities was $3.9 million in 1996 and $58,000 in 1995.
Cash provided by investing  activities in 1997 resulted  primarily from the sale
of investments, partially offset by capital expenditures. Cash used in investing
activities  during 1996 resulted  primarily  from the investment of a portion of
the net proceeds of the Company's November 1996 public offering,  offset in part
by the  receipt  of  $574,000  in  connection  with  the  Company's  sale of its
remaining  interest  in Labco.  Cash used in  investing  activities  during 1995
resulted primarily from the purchase of equipment, which was partially offset by
the receipt of an additional $300,000 in connection with the sale of Labco.

         Cash  provided by  financing  activities  was  $315,000 in 1997,  $10.6
million in 1996 and  $584,000 in 1995.  Cash  provided by  financing  activities
during 1997  resulted  primarily  from the net  proceeds  of certain  option and
warrant  exercises,  offset  in  part by the  repayment  of  indebtedness.  Cash
provided by financing  activities in 1996 resulted  primarily from the Company's
November  1996 public  offering,  as well as the proceeds  from the sale of $1.0
million of convertible subordinated debentures,  offset in part by the repayment
of  indebtedness.  Cash  provided  by  financing  activities  in  1995  resulted
primarily  from the  receipt  of net  proceeds  from the  private  placement  of
securities, offset in part by the repayment of certain indebtedness.

         The Company's  capital  expenditures in 1997  aggregated  approximately
$1.2 million.  Such  expenditures  consisted  primarily of software  upgrades to
various  manufacturing  information  systems,  computer  hardware  modernization
relating to the  Company's  network  system and the  acquisition  of  additional
equipment.  The Company believes that it will require approximately $1.0 million
in additional  investment in tooling,  equipment,  and facility  improvements to
meet its anticipated production levels for 1998.

         In March 1998, the Company  established 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 0.75% or LIBOR  (determined  on the basis of a
30-, 60- or 90-day  interest  period,  as  applicable)  plus 2.0%.  The Facility
expires on June 30, 1999, 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  and BII are  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.

         The Company has substantial tax loss carryforwards to offset future tax
liabilities in the U.S.

         As of December 31, 1997,  the Company had cash and cash  equivalents of
$8.2 million and  marketable  securities of $2.5 million.  The Company  believes
that its existing cash balances,  marketable securities,  income from operations
in future  periods and the net proceeds from this Offering will be sufficient to
fund its working capital requirements for at least the next twelve months.

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

         Based on a recent internal assessment,  the Company has determined that
the cost to modify its existing  software and/or to convert to new software will
not be  significant.  However,  if customers,  suppliers or others with whom the
Company does business  experience  problems relating to the year 2000 issue, the
Company's  business,  financial  condition  or  results of  operations  could be
materially adversely affected.

Recent Pronouncements of the Financial Accounting Standards Board

         In June 1997, the Financial  Accounting Standards Board ("FASB") issued
Statement  of  Financial  Accounting  Standards  ("SFAS")  No.  130,  "Reporting
Comprehensive  Income," which establishes standards for reporting and display of
comprehensive  income  and  its  components  in a full  set  of  general-purpose
financial  statements  and will be effective  for fiscal years  beginning  after
December 15, 1997.  The Company will be reviewing this document to determine its
applicability to the Company and has elected not to adopt early application.

         In June 1997, the FASB issued SFAS No.131,  "Disclosures About Segments
of an  Enterprise  and  Related  Information,"  which  supercedes  SFAS No.  14,
"Financial   Reporting  for  Segments  of  a  Business   Enterprise."  SFAS  131
establishes standards for the way that public companies report information about
operating  segments in annual  financial  statements  and requires  reporting of
selected  information about operating  segments in interim financial  statements
issued to the public.  It also establishes  standards for disclosures  regarding
products and services,  geographic areas and major  customers.  SFAS 131 defines
operating  segments as components of a company  about which  separate  financial
information  is  available  that is evaluated  regularly by the chief  operating
decision  maker  in  deciding  how  to  allocate   resources  and  in  assessing
performance.  SFAS  131  is  effective  for  financial  statements  for  periods
beginning  after  December 15, 1997 and  requires  comparative  information  for
earlier years to be restated.  Because of the relatively recent issuance of this
standard,  management has been unable to fully  evaluate the impact,  if any, it
may have on future financial  statement  disclosures.  Results of operations and
financial  position,  however,  will be  unaffected  by  implementation  of this
standard.

Item 7.  Financial Statements and Supplemental Data.

         Financial  statements  and  supplementary   financial  information  are
contained on pages F-1 through F-22.

Item 8.  Changes  in and  Disagreements  with  Accountants  and  Accounting  and
Financial Disclosures.

         Not applicable.

                                    PART III

Item 9. Directors, Executive Officers, Promotors and Control Persons, Compliance
with Section 16(a) of the Exchange Act.

Directors and Executive Officers

         The  following  table  sets forth  certain  information  regarding  the
Company's executive officers and directors as of February 1, 1998.


             Name            Age               Position

Stanley S. Binder(1)         56   Chairman of the Board, Chief Executive Officer
                                  and President

John H. Davies(1)            61   Executive   Vice   President   and   Director,
                                  President  and  Chief Executive Officer of BRL

Richard S. Rosenfeld         51   Vice   President-Finance,   Chief    Financial
                                  Officer,  Treasurer  and   Assistant Secretary

Kenneth S. Wood              45   Vice President and Secretary, President of BII

John D. Abernathy(1)(2)(3)   60   Director

Richard D. Condon(2)         62   Director

John J. Harte(1)(3)          56   Director

James C. McGrath(2)(3)       55   Director

(1)      Member of Executive Committee.
(2)      Member of Audit and Finance Committee.
(3)      Member of Executive Compensation Committee.

         Mr. Stanley S. Binder joined the Company in July 1989 and has served as
Chairman of the Board since February 1991,  Chief  Executive  Officer since July
1990 and President  since July 1989. Mr. Binder also is an  independent  general
partner in the Special  Situations  Fund III,  L.P.  ("SSF III"),  a substantial
investor  in the  Company.  See  Item 12,  "Certain  Relationships  and  Related
Transactions--General."  Mr. Binder is chairman of the New Jersey Council of the
American  Electronics  Association and a member of the Board of Directors of the
American Electronics Association.

         Mr. John H. Davies joined the Company in October 1967 and has served as
Executive  Vice President of the Company since January 1992. Mr. Davies has been
the President and Chief  Executive  Officer of BRL since August 1989. Mr. Davies
has served as a director of the Company since February 1991.

         Mr. Richard S. Rosenfeld,  a certified  public  accountant,  joined the
Company in January 1992 as Treasurer and Assistant  Secretary.  Since July 1993,
he has been Vice President-Finance and Chief Financial Officer of the Company.

         Mr.  Kenneth S. Wood joined the Company in April 1990 as Vice President
of Operations of BII. Since January 1992, he has served as Vice President of the
Company and the  President  of BII. He also has served as the  Secretary  of the
Company  since  March  1993.  From July 1978 until  April  1990,  he was Program
Director for Lockheed  Electronics,  a company  engaged in aerospace and defense
electronics.

         Mr. John D.  Abernathy,  has served as a Director of the Company  since
October 1993.  Mr.  Abernathy is a certified  public  accountant.  Since January
1995, he has been Executive  Director of the law firm of Patton Boggs, LLP. 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.  He also is a director  of
Oakhurst Company, Inc., a distributor of automotive parts and accessories.

         Mr.  Richard D. Condon has served as a Director  of the  Company  since
February  1992.  Since  January  1996,  Mr.  Condon has been a consultant to and
director of Amherst  Process  Instruments,  Inc., a  scientific  instrumentation
company.  From 1989 until  December  1995,  Mr.  Condon was a consultant  to and
director of Analytical  Technology,  Inc., Boston,  Massachusetts,  a scientific
instrumentation company.

         Mr. John J. Harte has served as a Director  of the Company  since 1986.
He was Vice President,  Special  Projects of the Company from 1991 until January
1997.  He is a  certified  public  accountant  and,  since  1978,  has been Vice
President of Mid-Lakes  Distributing  Inc., a  manufacturer  and  distributor of
heating and air conditioning  parts and equipment located in Chicago,  Illinois.
Mr. Harte also serves as a director of IBNET Inc., a global internet company.

         Mr.  James C.  McGrath,  has served as a Director of the Company  since
January 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.

         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.

Item 10.  Executive Compensation

         The  following  table  sets  forth  certain  compensation  paid  to the
President and Chief Executive  Officer and each other  executive  officer of the
Company whose total annual salary and bonus for the year ended December 31, 1997
exceeded $100,000 (collectively, the "Named Executive Officers"):
<TABLE>
<CAPTION>

                                                Summary Compensation Table

                                                 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    ($)(2)
----------------------------------------------------------------------------------------------------------------------
<S>                         <C>     <C>        <C>             <C>                 <C>      <C>          <C>     <C>

Stanley S. Binder           1997    $200,000   $350,000             --              --      87,500       --      $9,500
   President and Chief      1996     171,491     63,000             --              --      55,000       --       2,925
   Executive Officer        1995     171,491         --             --              --      45,000       --       5,940

John H. Davies*             1997    $136,440   $180,000             --              --      34,000       --      $6,811
   Executive Vice           1996     125,275     43,200             --              --      38,250       --       6,317
   President of the         1995     125,775         --        $12,149(3)           --      31,250       --       6,317
   Company

Kenneth S. Wood             1997    $130,000   $170,000             --              --      31,500       --      $8,480
   President of Barringer   1996     111,815     39,600             --              --      33,750       --       2,199
   Instruments, Inc.        1995     111,815         --             --              --      26,250       --       2,283

Richard S. Rosenfeld        1997    $107,500   $115,000             --              --      27,300       --      $7,085
   Vice President-Finance,  1996      96,000     34,200             --              --      27,500       --       1,872
   Chief Financial Officer  1995      96,000         --             --              --      22,500       --       4,410
</TABLE>

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

(1)  Represents  amounts  accrued  pursuant to the  Company's  annual  incentive
     compensation plan.


(2)  Represents  amounts  contributed  by the Company  pursuant to the Company's
     tax-qualified  401(k) deferred  compensation plan ("401(k) Plan"). In 1997,
     the 401(k) Plan provided that the Company would 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.  In 1996  and  1995,  the  401(k)  Plan
     provided  that  the  Company  would  make  matching  contributions  to  the
     participants  in the  401(k)  Plan  equal  to 100% of the  first  2.0% of a
     participant's   salary  contributed  and  50.0%  of  the  next  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.

(3)  The other annual  compensation for Mr. John Davies  represented the payment
     of previously accrued and unpaid vacation pay.

         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 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

         The following  table  summarizes  certain  information  relating to the
grant  of  options  to  purchase  Common  Stock to each of the  Named  Executive
Officers:

                    Option/SAR Grants in Last Fiscal Year(1)

                             Number of       Percent of Total
                            Securities         Options/SARs
                            Underlying          Granted to          Exercise or
                           Options/SARs        Employees ins        Base Price
Name                       Granted(#)(2)      Fiscal Year(3)          ($/sh)
Stanley S. Binder                50,000                32.5%             $ 9.375
                                 37,500                                   11.780

John H. Davies                   25,000                12.6                9.375
                                  9,000                                   11.780

Kenneth S. Wood                  22,500                11.7                9.375
                                  9,000                                   11.780

Richard S. Rosenfeld             19,500                10.1                9.375
                                  7,800                                   11.780

(1)  The Company did not grant stock appreciation rights in 1997.

(2)  Stock option grants were made in February and December 1997.  Stock options
     granted  in the first  tranche  expire on  February  28,  2007 and  options
     granted in the second  tranche  expire on December  22,  2007.  Twenty-five
     percent of each option grant is exercisable  after the first anniversary of
     the date of grant, 50.0% is exercisable after the second  anniversary,  75%
     is exercisable  after the third  anniversary and 100% is exercisable  after
     the fourth  anniversary.  (3) Options covering a total of 268,900 shares of
     Common Stock were granted to employees in 1997.

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 1997 and
unexercised  options  held by such Named  Executive  Officers as of December 31,
1997.

      Aggregated Option Exercises in 1997 and Fiscal Year-End Option Values
<TABLE>
<CAPTION>

                                                                Number of Unexercised
                                                                Securities Underlying             Value of Unexercised
                             Shares                                Options/SARs                   in-the-money Options
                           Acquired On        Value               at Year-End(#)          at Year-End($)(1)
         Name              Exercise(#)     Realized($)   Exercisable     Unexercisable   Exercisable     Unexercisable
-------------------------------------------------------------------------------------------------------------------------
<S>                            <C>             <C>        <C>              <C>            <C>               <C>

Stanley S. Binder              --              --         54,500           133,000        $701,938          $907,813
John H. Davies                 --              --         37,875            65,625         487,828           558,839
Kenneth S. Wood                --              --         32,625            58,875         420,609           491,496
Richard S. Rosenfeld           --              --         27,250            50,050         350,969           413,022
</TABLE>

(1)  Based on a closing bid price of $14.375  per share for the Common  Stock as
     of December 31, 1997.

         BRL  maintained  a  defined  benefit  pension  plan  for  its  Canadian
employees that was terminated on December 31, 1993. Mr. Davies was a participant
in  that  plan.  His  projected  annual  benefit  at  age  65  has  been  set at
approximately $54,000, which amount may be subject to change only in response to
changes in the Canadian pension regulatory scheme.

Stock Option Plans

         1990 Option Plan

         The Company maintained an option plan (the "1990 Option Plan") pursuant
to which the Company was authorized to grant options covering a total of 100,000
shares of Common  Stock.  As of December 31, 1996,  options  covering a total of
23,750 shares of Common Stock were outstanding thereunder and no further options
could be granted thereunder. All of such options expired in January 1997.

         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,  600,000
shares of Common Stock are reserved for issuance,  of which up to 500,000 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 of the Board of Directors.

         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 participant's  employment or service terminates
as a result of death, all vested awards will be paid to the participant's estate
by the Company and the  participant's  estate or any permitted  transferee  will
have 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
will  be paid to the  participant  by the  Company  and the  participant  or any
permitted transferee will have 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  will
have the right to collect all vested awards  immediately  and the participant or
any permitted  transferee  will have 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  will  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.

         Incentive stock options  exercisable for an aggregate of 268,900 shares
of Common  Stock  have been  granted  to date under the  Employee  Plans.  These
options  expire 10 years  after the date of grant  and have a  weighted  average
exercise price of $10.57 per share. Such options are exercisable annually in 25%
increments  beginning  with  the  first  anniversary  of the date of  grant.  In
addition,  pursuant  to the  terms of the  Independent  Director  Plan,  options
exercisable for an aggregate of 12,000 shares have been granted to the Company's
independent  directors to date.  These options become  exercisable one year from
the date of grant, expire five years from the date of grant and have an exercise
price, subject to adjustment, of $13.875 per share.

         Exercise Program

         In connection with the options granted by the Company to its employees,
the Board of  Directors  has  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 27,  1998,
Messrs.  Binder  and  Wood  were  indebted  to the  Company  in the  amounts  of
approximately $259,785 and $13,050, respectively, for loans made pursuant to the
Exercise  Program.  During 1997, the largest aggregate amount of indebtedness of
Messrs.  Binder  and Wood  pursuant  to such loans were  $255,199  and  $84,650,
respectively. The rate of interest charged on each such loan during 1997 was the
prime lending rate charged by Summit Bank.

Employment Agreements and Compensation Arrangements

         The Company has entered into a five-year  employment agreement with Mr.
Binder,   the  President  and  Chief  Executive  Officer  of  the  Company  (the
"Employment Agreement"), effective January 1, 1998, pursuant to which Mr. Binder
receives a base salary of $250,000 per annum, subject to certain adjustments and
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.  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  adopted  by the  Company  for
certain senior  executives.  Also, under the terms of the Employment  Agreement,
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 209G 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.

         The Company has entered into employment  agreements  with Messrs.  Wood
and Rosenfeld which run for a term of one year from November 1, 1996, subject to
automatic  renewal  unless  either the  employee or the Company  gives the other
party to the employment  agreement 90 days' prior written notice of non-renewal.
Pursuant to the  employment  agreements,  Messrs.  Wood and  Rosenfeld  received
annual base salaries of $130,000 and $107,500,  respectively,  for 1997 and will
receive  annual base salaries of $150,000 and 125,000,  respectively,  for 1998,
subject to periodic  increases at the discretion of the Board of Directors,  and
are entitled to  participate  in any cash bonus plan  maintained by the Company.
Both of the  employment  agreements  provide,  among other things,  that, in the
event  of a  termination  of  employment  by the  Company  without  cause,  or a
termination  by the  employee  in certain  circumstances  following a "change in
control" of the  Company,  the  employee  will be  entitled  to receive  certain
severance  benefits  (payable in equal  monthly  installments)  determined  on a
formula  basis.   Both  of  the  employment   agreements  also  contain  certain
confidentiality  and   non-competition   provisions  which  continue  in  effect
following the termination of the employee's employment by the Company.

         See   "-- Directors'   Compensation"  for  information   regarding  the
consulting agreement between the Company and Mr. Harte.

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 a consulting agreement with the
Company  which  terminated  as of  December  31,  1997,  in lieu  of his  annual
retainer, Mr. Harte had received a fee of $2,000 per month for services rendered
to the Company, and a fee of $1,000 for each meeting he attended in his capacity
as a director.  Pursuant to the terms of the 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 Stock  Compensation  Program have an exercise price equal to the fair market
value per share as of the date of grant. See "--Stock Option Plans."

         Under the  Company's  1991  Directors  Warrant Plan (the "1991  Warrant
Plan"), each non-employee  director,  upon election or appointment to the Board,
was offered 3,750 warrants,  at $0.40 per warrant, each of which was exercisable
within five years to  purchase  one share of Common  Stock at an exercise  price
determined by the Board at the time the warrants were issued,  but not less than
the  current  market  price for the shares  underlying  the  warrants.  The 1991
Warrant Plan required  each such new director to use his or her first  quarterly
director's  fee to pay the  purchase  price  for  such  warrants.  The  Board of
Directors terminated the 1991 Warrant Plan effective May 1997.

Compensation Committee Interlocks and Insider Participation

         The Company's Executive  Compensation Committee is comprised of Messrs.
Abernathy,  Harte and McGrath.  During the fiscal year ended  December 31, 1996,
Mr. Harte was also the Vice President, Special Projects, of the Company.

         Until November 1996, Mr. Harte was Chairman of the Board of Labco,  and
Mr. Binder was a Director of Labco.  Mr. Binder also served on the  compensation
committee  of  Labco's  Board of  Directors.  Except  as  described  herein,  no
executive officer of the Company and no member of the 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. In January 1996,
Mr. Binder received an option to purchase 10,000 shares of Labco common stock at
an exercise  price equal to the fair market  value of the Labco  common stock on
the date of grant.

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,  the  Company has not  identified  any reports
required to be filed during the year ended December 31, 1997 that were not filed
in a timely manner.

Item 11.  Security Ownership of Certain Beneficial Owners and Management.

         The following  table sets forth,  as of February 1, 1998, the number of
shares of Class A Convertible  Preferred  Stock,  Class B Convertible  Preferred
Stock and Common Stock owned by each Named Executive Officer,  each director and
all directors and executive  officers as a group and any persons  (including any
"group" as used in Section 13(d)(3) of the Exchange Act) known by the Company to
own  beneficially 5% or more of such  securities.  As of February 1, 1998, there
were  5,509,854  shares of Common  Stock,  45,146  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 executive  officers and directors
of the Company owned shares of the Company's Class A Convertible Preferred Stock
or Class B  Convertible  Preferred  Stock.  The business  address for all of the
executive  officers  and  directors of the Company is 219 South  Street,  Murray
Hill, New Jersey 07974.

                           Beneficial          Beneficial         Beneficial
                           Ownership           Ownership          Ownership of
                           of Class A          of Class B         Common Stock
                           Convertible         Convertible        Prior to
                           Preferred Stock    Preferred Stock    Offering(1)(2)
                         Number    Percent  Number  Percent   Number     Percent
                         of         of       of      of       of         of
    Name                 Shares     Class   Shares  Class     Shares     Class
Stanley S. Binder(4)         --       --       --       --   139,011       2.7%

John H. Davies(5)            --       --       --       --   121,667       2.2

John J. Harte(6)             --       --       --       --    51,100       *

Richard D. Condon(7)         --       --       --       --    32,250       *

John D. Abernathy(8)         --       --       --       --    29,204       *

James C. McGrath(9)          --       --       --       --    22,250       *

Kenneth S. Wood(10)          --       --       --       --    57,136       1.0

Richard S. Rosenfeld (11)    --       --       --       --    50,661       *

All directors and executive
  officers as a group
  consisting of eight
  (8) persons                --       --       --       --   503,219       8.7

Austin W. Marxe(12)          --       --       --       -- 1,026,822      18.0
153 E. 53rd St.
NY, NY 10022

Perkins Capital Management,
  Inc.(13)                   --       --       --       --   554,559      10.1
730 East Lake Street
Wayzata, MN 55391

Corbyn Investment Management,
  Inc.(14)                   --       --       --       --   400,100       7.3
2330 W. Joppa Road
Suite 108
Lutherville, MD 21093

Westcliff Capital Management,
  LLC(15)                    --       --       --       --   439,225       6.9
200 Seventh Avenue,
Suite 105
Santa Cruz, CA 95062

Richard S. Spencer III(15)   --       --       --       --   439,225       6.9
200 Seventh Avenue,
Suite 105
Santa Cruz, CA 95062

David R. Korus(15)           --       --       --       --   439,225       6.9
152 W. 57th Street
New York, NY 10019

Ronald and Kathleen Hanna    21,549   47.7%    --       --     7,795       *
135 South Horizon Circle
Prescott, AZ 86303

Max Gerber(16)               --       --   12,500       55.6%  4,536       *
26 Broadway
New York, NY 10004-1776

Paul Spitzberg(17)           --       --   10,000       44.4   3,639       *
16 Whiteowl Road
Tenafly, NJ 07670

*    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  February 1, 1998 for each
     person or entity.

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

(3)  Assumes the exercise of the Underwriters' over-allotment option in full.

(4)  Includes  72,875  shares of Common  Stock  issuable  upon the  exercise  of
     options exercisable within 60 days of February 1, 1998 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 interest in such shares.

(5)  Includes  50,372  shares of Common  Stock  issuable  upon the  exercise  of
     options exercisable within 60 days of February 1, 1998 and 12,500 shares of
     Common Stock issuable upon the exercise of warrants owned by Mr. Davies.

(6)  Includes  13,500  shares of Common  Stock  issuable  upon the  exercise  of
     options exercisable within 60 days of February 1, 1998.

(7)  Includes  13,500  shares of Common  Stock  issuable  upon the  exercise  of
     options  exercisable within 60 days of February 1, 1998 and 5,000 shares of
     Common Stock issuable upon the exercise of warrants owned by Mr. Condon.

(8)  Includes  13,500  shares of Common  Stock  issuable  upon the  exercise  of
     options  exercisable  with 60 days of February 1, 1998 and 6,250  shares of
     Common Stock issuable upon the exercise of warrants owned by Mr. Abernathy.

(9)  Includes  13,500  shares of Common  Stock  issuable  upon the  exercise  of
     options  exercisable within 60 days of February 1, 1998 and 3,750 shares of
     Common Stock issuable upon the exercise of warrants owned by Mr. McGrath.

(10) Includes  43,500  shares of Common  Stock  issuable  upon the  exercise  of
     options exercisable within 60 days of February 1, 1998.

(11) Includes  36,625  shares of Common  Stock  issuable  upon the  exercise  of
     options  exercisable within 60 days of February 1, 1998 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.

(12) Includes (i) 502,580  shares of Common  Stock and 256,667  shares of Common
     Stock  issuable  upon the  exercise of warrants  owned by SSF III, and (ii)
     174,242  shares of Common Stock and 93,333 shares of Common Stock  issuable
     upon the exercise of warrants owned by Special Situations Cayman Fund, L.P.
     (the "Cayman  Fund").  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 and the Cayman
     Fund. Mr. Binder is an independent  general  partner of SSF III. Mr. Binder
     disclaims beneficial ownership of all shares held by SSF III.

(13) Consists  of  319,150  shares of Common  Stock  owned by clients of Perkins
     Capital  Management,  Inc. ("Perkins Capital") and 235,409 shares of Common
     Stock held by The Perkins  Opportunity Fund (the "Perkins Fund"), for which
     Perkins Capital acts as investment  adviser.  Perkins Capital disclaims any
     beneficial interest in the shares of Common Stock held by the Perkins Fund.

(14) Consists  of  76,100  shares  of Common  Stock  owned by Corbyn  Investment
     Management,  Inc. and 324,000  shares of Common Stock owned by  Greenspring
     Fund, Inc.

(15) Includes  135,425  shares of Common Stock owned by  Westcliff,  LLC ("WL"),
     47,175 shares of Common Stock owned by Westcliff Partners,  L.P. ("WP") and
     88,250 shares of Common Stock owned by Westcliff Long/Short,  L.P. ("WLS").
     Westcliff Capital Management,  LLC ("WCM") is the investment adviser to and
     a general  partner of WP and WLS and WL is a general partner of WP and WLS.
     Messrs. Spencer and Korus are the sole managers of WCM and WL.

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

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

Item 12. Certain Relationships and Related Transactions

General

         In July 1996,  the Company sold to SSF III,  which is controlled by Mr.
Marxe  and  of  which  Mr.  Binder  is  an  independent   general  partner  with
approximately  a  0.01%  interest  in  such  partnership,  and  to  the  Special
Situations Cayman Fund, LP, an affiliate of SSF III (collectively, with SSF III,
"SSF"),   $450,000  in  principal   amount  of  the  Company's  6%  Subordinated
Convertible Debentures due 1997 (the "Debentures"). The Debentures bore interest
at the rate of 6.0% per annum, were convertible into shares of Common Stock at a
conversion rate of $2.75 and, pursuant to their terms, matured 30 days after the
consummation of the Company's  November 1996 public  offering,  unless converted
prior  thereto.  Certain  officers  and  directors  of the Company  purchased an
additional $100,000 in aggregate principal amount of the Debentures.
All of the  Debentures  were  converted  into shares of Common Stock in December
1996.

         Mr. Abernathy is currently the Executive Director of Patton Boggs, LLP,
a Washington, D.C. law firm. During 1997, the Company retained Patton Boggs, LLP
to represent the Company in various matters and has retained such firm in 1998.

Sale of Subsidiary

         Prior to December 1995, the Company controlled Labco, a publicly traded
company that provides comprehensive  laboratory-based  analytical and consulting
services in the United States and Mexico, including environmental monitoring and
geochemical analysis for the hydrocarbon and mineral exploration industries.  In
order to focus  its  resources  on its core  business  and to  increase  working
capital,  in December 1995 the Company  entered into a Stock Purchase  Agreement
with Labco (the "Stock Purchase  Agreement")  pursuant to which the Company sold
back to Labco 647,238 shares of Labco's  common stock for an aggregate  purchase
price of $809,000.  The purchase  price  consisted  of the  cancellation  of all
inter-company obligations and $300,000 in cash. After giving effect to the sale,
the Company  continued to own 437,475 shares of Labco's  common stock.  However,
under the terms of the Stock  Purchase  Agreement,  Labco retained an additional
88,260  shares  of Labco  common  stock  owned  by the  Company  (the  "Retained
Shares"), subject to the return of the Retained Shares to the Company upon Labco
meeting  certain  pre-tax  earnings  goals for 1996.  The Company also agreed to
terminate  all voting  arrangements  allowing it to vote shares of Labco  common
stock not owned by it and agreed for a period of 24 months not to enter into any
such voting  arrangements.  See Note 13 of the Notes to  Consolidated  Financial
Statements.

         In October  1996,  the Company  and Labco  entered  into a  Termination
Agreement (the "Termination  Agreement") pursuant to which Labco agreed to waive
its  right  of first  refusal  with  respect  to,  and to  terminate  the  other
restrictions  on, the transfer of the  Company's  remaining  Labco  shares.  The
Company  agreed  that,  for a  period  of  three  months  from  the  date of the
Termination Agreement,  it would sell such shares at a price of at least $1.6875
per share (the "Target Price") in a distribution in which it would not knowingly
sell  more  than  75,000  shares  to any  one  purchaser  or  group  of  related
purchasers.  Under the Termination  Agreement,  for such three-month period, the
Company  agreed to sell its Labco  shares as provided  above upon  receipt of an
offer to acquire  such  shares at a price per share at least equal to the Target
Price.  The  restrictions  described  above also  applied to any shares of Labco
common stock issuable to the Company upon the exercise of certain  warrants held
by the Company.  Labco registered the Company's Labco shares for resale pursuant
to the Securities Act to facilitate such sales.

         In the Termination  Agreement,  the Company also agreed to surrender to
Labco  the  Retained  Shares  and  to  terminate  all  remaining   inter-company
arrangements.  In  addition,  upon the  disposition  by the  Company of at least
250,000 of its shares of Labco common stock, Messrs.  Binder and Harte agreed to
resign their positions with Labco.

         As of December  31, 1996,  the Company had sold its entire  interest in
Labco and, pursuant to the terms of the Termination  Agreement,  Messrs.  Binder
and Harte had resigned their respective positions with Labco.

Item 13.  Exhibits 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 3.1 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 3.2A to the Company's
     Annual Report on Form 10-K/A-2 for the fiscal year ended  December 31, 1994
     (File No. 0-3207) and incorporated herein by reference).

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  Registration  Statement on Form SB-2 (File No. 333-33129)
     and incorporated herein by reference).

10.2 Employment  Agreement,  dated  November  1, 1996,  between  the Company and
     Richard S.  Rosenfeld  (previously  filed as Exhibit 10.2 to the  Company's
     Registration  Statement on Form SB-2 (File No.  333-13703) and incorporated
     herein by reference).

10.3 Employment  Agreement,  dated  November  1, 1996,  between  the Company and
     Kenneth  S.  Wood  (previously  filed  as  Exhibit  10.3  to the  Company's
     Registration  Statement on Form SB-2 (File No.  333-13703) and incorporated
     herein by reference).

10.4 Consulting Agreement,  dated as of January 1, 1991, between the Company and
     John  J.  Harte   (previously  filed  as  Exhibit  10.4  to  the  Company's
     Registration  Statement on Form SB-2 (File No.  333-13703) and incorporated
     herein by reference).

10.5 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).

10.6 Form of 1996  nonqualified  stock  option  agreement  (previously  filed as
     Exhibit 10.3 to the Company's Registration Statement on Form SB-2 (File No.
     333-13703) and incorporated herein by reference).

10.7 Description of 1991 Warrant Plan  (previously  filed as Exhibit 10.8 to the
     Company's  Registration  Statement  on Form SB-2 (File No.  333-13703)  and
     incorporated herein by reference).

10.8 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).

10.9 Barringer  Technologies Inc. 1997 Stock  Compensation  Program  (previously
     filed as Exhibit 10.9 to the Company's  Registration Statement on Form SB-2
     (File No. 333-33129) and incorporated herein by reference.)

10.10 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).

10.11 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.)

10.12 Termination Agreement,  dated  October 7, 1996,  between  the  Company and
     Barringer  Laboratories  Inc.  (previously  filed as  Exhibit  10.11 to the
     Company's  Registration  Statement  on Form SB-2 (File No.  333-13703)  and
     incorporated herein by reference).

10.13 Warrant Agreement by and between the Company and American Stock Transfer &
     Trust   Company   (previously   filed  as  Exhibit  4.1  to  the  Company's
     Registration  Statement on Form SB-2 (File No.  333-13703) and incorporated
     herein by reference).

10.14 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).

10.15 Lease, dated as of February 17, 1993,  between the Company and Murray Hill
     Associates (previously filed as Exhibit 10.17 to the Company's Registration
     Statement  on Form SB-2 (File No.  333-13703)  and  incorporated  herein by
     reference).

10.16 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).

10.17  Letter Agreement  dated  February 20, 1998 by and between the Company and
     The Boyle  Company  (previously  filed as  Exhibit  10.17 to the  Company's
     Registration  Statement on Form SB-2 (File No.  333-33129) and incorporated
     herein by reference.)

10.18 Supplemental  Executive Retirement Plan (previously filed as Exhibit 10.18
     to the Company's  Registration  Statement on Form SB-2 (File No. 333-33129)
     and incorporated herein by reference.)

10.19 Revolving Credit Note dated  March 13, 1998  between the Company and Fleet
     Bank, N.A. (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).

10.20 Unlimited  Guaranty of  Payment  and  Performance  dated  March 13,  1998
     between the Company and Fleet Bank, N.A. (previously filed as Exhibit 10.20
     to the Company's  Registration  Statement on Form SB-2 (File No.  333-33129
     and incorporated herein by reference).

10.21 Revolving Credit Loan  Agreement  dated March 13, 1998 among 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).

21.1 List of the Company's  Subsidiaries  (previously filed as Exhibit 21 to the
     Company's  Registration  Statement  on Form SB-2 (File No.  333-13703)  and
     incorporated herein by reference).

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

27.1 Financial Data Schedule for the year ended December 31, 1997.

27.2 Financial Data Schedule for the year ended December 31, 1996, restated.

27.3 Financial Data Schedule for the year ended December 31, 1995, restated.

27.4 Financial  Data  Schedule  for the  three  months  ended  March  31,  1997,
     restated.

27.5 Financial Data Schedule for the six months ended June 30, 1997, restated.

27.6 Financial  Data  Schedule  for the nine months  ended  September  30, 1997,
     restated.

27.7 Financial  Data  Schedule  for the  three  months  ended  March  31,  1996,
     restated.

27.8 Financial Data Schedule for the six months ended June 30, 1996, restated.

27.9 Financial  Data  Schedule  for the nine months  ended  September  30, 1996,
     restated.

     (b)  Reports on Form 8-K.
           None





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, President
                                                and Chief Executive Officer

Dated: March 31, 1998

         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         President, Chief                   March 31, 1998
-------------------------
Stanley S. Binder             Executive Officer
                              and Director

 /s/ John D. Abernathy        Director                           March 31, 1998
-------------------------
John D. Abernathy

 /s/ Richard D. Condon        Director                           March 31, 1998
--------------------------
Richard D. Condon

 /s/ John H. Davies           Director                           March 31, 1998
---------------------------
John H. Davies

 /s/ John J. Harte            Director                           March 31, 1998
----------------------------
John J. Harte

 /s/ James C. McGrath         Director                           March 31, 1998
----------------------------
James C. McGrath

/s/ Richard S. Rosenfeld     Vice President-Finance, Chief       March 31, 1998
---------------------------- Financial Officer and Treasurer
Richard S. Rosenfeld         (Principal Financial Officer
                             and Principal Accounting Officer)









<PAGE>








                           BARRINGER TECHNOLOGIES INC.

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                            Page

Consolidated Financial Statements

Report of Independent Certified Public Accountants                          F-2

Consolidated Balance Sheets as of December 31, 1996 and 1997                F-3

Consolidated Statements of Operations for the Years Ended
  December 31, 1995, 1996 and 1997                                          F-4

Consolidated Statements of Stockholders' Equity for the Years Ended
  December 31, 1995, 1996 and 1997                                          F-5

Consolidated Statements of Cash Flows for the Years Ended December 31,
  1995, 1996 and 1997                                                       F-6

Notes to Consolidated Financial Statements                                  F-7


Financial Statement Schedule

Schedule II - Valuation and Qualifying Accounts                             F-24




                                      F-1
<PAGE>



               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Barringer Technologies Inc.
Murray Hill, New Jersey

         We  have  audited  the  accompanying  consolidated  balance  sheets  of
Barringer  Technologies  Inc. as of  December  31, 1996 and 1997 and the related
consolidated statements of operations,  stockholders' equity, and cash flows for
each of the three years in the period  ended  December  31,  1997.  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 overall
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.  at  December  31,  1996 and  1997,  and the  results  of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 1997 in conformity with generally accepted accounting principles.

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


                                                             BDO Seidman, LLP
                                                         /S/ BDO SEIDMAN, LLP
Woodbridge, New Jersey
February 19, 1998 (March 13, 1998 as to Note 16)






                                      F-2


<PAGE>


                  BARRINGER TECHNOLOGIES INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                        (In thousands, except par value)

                                                              December 31,
                                                           1996          1997
                                                           ------------------

                                     ASSETS
Current assets:
  Cash and cash equivalents                                $  5,276   $  8,188
  Marketable securities                                       4,328      2,499
  Trade receivables, less allowances of $63 and $109          3,521      7,908
  Inventories (note 2)                                        2,270      3,049
  Prepaid expenses and other                                    498        887
  Deferred tax asset (note 6)                                   731      1,506
                                                           -------------------
         Total current assets                                16,624     24,037
Machinery and equipment, net (note 3)                           595      1,505
Other                                                           104         66
                                                           -------------------
                                                           $ 17,323   $ 25,608
                                                           ===================

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Note payable (note 4)                                    $    174   $     --
  Accounts payable                                            1,009      1,324
  Accrued liabilities                                           421        473
  Accrued payroll and related taxes                             522      1,520
  Accrued commission                                            112        801
  Foreign income taxes payable (note 6)                         115        255
                                                           -------------------
         Total current liabilities                            2,353      4,373
Non-current liabilities                                         117        121
Commitments (note 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, 60 and 45 shares outstanding, less discount
    of $47 and $35, respectively                                 74         55
   730 shares designated class B convertible preferred
    stock, 123 and 23 shares outstanding, respectively          245         45
  Common stock, $0.01 par value, 7,000 and 20,000 shares
    authorized, respectively and 5,357 and 5,495 shares
    outstanding, respectively                                    54         55
  Additional paid-in capital                                 29,430     30,209
  Accumulated deficit                                       (14,522)    (8,780)
  Cumulative foreign currency translation adjustment           (415)      (457)
                                                           --------   --------
                                                             14,866     21,127
  Less: common stock in treasury, at cost, 31 shares            (13)       (13)
                                                           -------- ----------
         Total stockholders' equity                          14,853     21,114
                                                           -------------------
                                                           $ 17,323   $ 25,608
                                                           ===================







                 See notes to consolidated financial statements.



                                      F-3
<PAGE>

                  BARRINGER TECHNOLOGIES INC. AND SUBSIDIARIES

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

                                                  Year Ended December 31,
                                               1995        1996       1997
                                               --------------------------------

Revenues                                      $6,374      $10,923   $22,689
Cost of revenues                               3,601        5,363      9,008
                                              ------------------------------
  Gross profit                                 2,773        5,560     13,681
Operating expenses:
  Selling, general and administrative          3,305        3,734      7,971
  Product development                            354          230        715
                                              ------------------------------
         Total operating expenses              3,659        3,964      8,686
                                              ------------------------------
  Operating income (loss)                       (886)       1,596      4,995
Other income, (expense):
  Interest expense                              (240)        (228)        (9)
  Equity in earnings of unconsolidated
    subsidiary                                    --          117         --
  Gain on sale of investment in
    unconsolidated subsidiary                     --          123         --
  Investment income                               --           72        450
  Other, net                                     (52)         (12)       (53)
                                              ------ ------------    -------
                                                (292)          72        388
    Income (loss) before income tax benefit   (1,178)       1,668      5,383
 Income tax benefit (note 6)                       --          391        371
                                              ------------------------------
    Income (loss) from continuing operations  (1,178)       2,059      5,754
Operation held for sale (note 13):
  Income from operations                         258           --         --
  Gain on sale of portion of investment           93           --         --
                                              ------------------------------
                                                 351            0          0
                                              ------------------------------
         Net income (loss)                      (827)       2,059      5,754
Preferred stock dividends                        (82)         (39)       (12)
                                              ------      -------    -------
Net income (loss) attributable to common
  stockholders                                $ (909)     $ 2,020    $ 5,742
                                              =======      ==================
Basic per share data (notes 1 and 14):
  Income (loss) from continuing operations       $(0.39)     $  0.55    $  1.05
  Income from operation held for sale              0.08        --         --
  Gain on sale of operation held for sale          0.03        --         --
                                                 ---------------------------
         Net income (loss)                       $(0.28)     $  0.55    $  1.05
                                                 ======      ==================
Diluted per share data (notes 1 and 14):
  Income (loss) from continuing operations       $(0.39)     $  0.46    $  0.92
  Income from operation held for sale              0.08        --         --
  Gain on sale of operation held for sale          0.03        --         --
                                                 ---------------------------
         Net income (loss)                       $(0.28)     $  0.46    $  0.92
                                                 ======      ==================
Weighted average common and common
  equivalent shares outstanding:
  Basic                                        3,283        3,695      5,456
                                              ==============================
  Diluted                                      3,283        4,440      6,257
                                              ==============================





                 See notes to consolidated financial statements.


                                      F-4


<PAGE>

<TABLE>
<CAPTION>

                           BARRINGER TECHNOLOGIES INC.

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                 (In thousands)

                                           Common     Preferred     Class A        Class B
                                            stock       stock       pfd. stk.      pfd. stk.
                               Total   -----------------------------------------------------   Paid in   Accum.     Foreign   Treas.
                              equity    shrs  am't   shrs   am't  shrs  am't    shrs  am't     capital   deficit    Transl     stock
                              ------------------------------------------------------------------------------------------------------
<S>                            <C>     <C>      <C>   <C>   <C>   <C>  <C>    <C>     <C>     <C>      <C>           <C>       <C>


Balance--January 1, 1995       $1,186 $2,872   $29   $445  $555   $83  $101   $318   $635    $16,036  $(15,633)    $4(524)   $(13)
  Sale of units in private
    placement, net                888    383     4                                               884
  Conversion of preferred
    stock                           0    159     2   (445) (555)              (60)   (120)       673
  Change in warrant
    exercise price in
    payment of debt                10                                                             10
  1995 dividend on preferred
    stock                           0     65                                                      82       (82)
  Net loss                       (827)                                                                    (827)
  Translation adjustment           68                                                                                 68
                              -----------------------------------------------------------------------------------------------------
Balance--December 31, 1995      1,325  3,479    35      0     0   83   101    258     515     17,685   (16,542)     (456)      (13)
  Sale of securities, net of
    expense ($741)             10,401  1,437    14                                            10,387
  Conversion of preferred
    stock                           0     55     1               (23)  (27)  (135)   (270)       296
  Issuance and exercise of
    stock options and
    warrants                       42     15                                                      42
  Conversion of debentures      1,000    364     4                                               996
  Preferred stock dividends       (15)     7                                                      24       (39)
  Net income                    2,059                                                                    2,059
  Translation adjustment           41                                                                                 41
                              -----------------------------------------------------------------------------------------------------
Balance--December 31, 1996     14,853  5,357    54      0     0   60    74    123     245     29,430*  (14,522)     (415)      (13)
  Conversion of preferred
    stock                           0     41                     (15)  (19)  (100)   (200)       219
  Issuance and exercise of
    stock options and
    warrants                      490     97     1                                               489
  Repayment of
   stockholder loan                71                                                             71
  Net income                    5,754                                                                    5,754
  Translation adjustment          (42)                                                                               (42)
  Preferred stock dividends       (12)                                                                     (12)
                              -------  --------------------------------------------------------------------------------------------
Balance--December 31, 1997    $21,114  5,495   $55      0  $  0   45   $55     23    $ 45    $30,209* $ (8,780)    $(457)     $(13)
                              ==========================================================================  ========  =====      ====
</TABLE>

* At  December  31,  1997  and  1996 net of note  receivable  of $203 and  $274,
respectively, from the sale of stock.






                See notes to consolidated financial statements.



                                      F-5

<PAGE>


                  BARRINGER TECHNOLOGIES INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)

                             Year Ended December 31,
                                                    1995        1996       1997
                                                  ------------------------------

Net income (loss)                                   $ (827)  $ 2,059    $ 5,754
Items not affecting cash:
  Depreciation and amortization                        362       115        272
  Inventory write-down and receivable reserves         656        22        332
  Income from and gain on sale of investment
    in Labco                                          (351)     (240)        --
  Pension recovery                                    (147)       --         --
  Deferred tax benefit                                  --      (506)      (775)
  Prepaid pension cost                                 (78)       --         --
  Other  71                                             50        30
Increase in non-cash working capital balances         (397)   (2,947)    (3,655)
                                                    ------   -------    -------
         Cash provided by, (used in) operating
           activities                                 (711)   (1,447)     1,958
                                                    ------   -------    -------
Investing activities:
  Purchase of machinery and equipment                 (358)     (124)    (1,190)
  Sale of (investment in) marketable securities         --    (4,328)     1,829
  Proceeds on sale of investment in Labco              300       574         --
                                                    ---------------------------
         Cash provided by, (used in) investing
           activities                                  (58)   (3,878)       639
                                                    ------   -------    -------
Financing activities:
  Proceeds on issuance of Convertible
    Subordinated Debentures                             --     1,000         --
  Reduction in long-term debt                           --      (300)        --
  Decrease in bank debt and other                     (412)     (570)      (174)
  Proceeds on issuance of equity securities            888    10,443        430
  Repayment of stockholder loan                         --        --         71
  Rent inducement                                      108        --         --
  Payment of dividends on preferred stock               --       (15)       (12)
                                                    ----------------    -------
         Cash provided by financing activities         584    10,558        315
                                                    ---------------------------
Increase (decrease) in cash and cash equivalents      (185)    5,233      2,912
Cash and cash equivalents--beginning of year           267        43      5,276
Less cash held for sale                                (39)       --         --
                                                    ------   ------------------
Cash and cash equivalents--end of year              $   43   $ 5,276    $ 8,188
                                                    ===========================
Changes  in  components  of  non-cash
  working  capital   balances  related  to
  operations:
  Trade receivables                                 $   38   $(2,010)   $(4,433)
  Inventories                                         (281)     (649)    (1,065)
  Other current assets                                  60      (248)      (389)
  Other assets                                         (12)       39         38
  Accounts payable and accrued liabilities            (202)      (79)     2,194
                                                    ------   -------    -------
Increase in non-cash working capital balances       $ (397)  $(2,947)   $(3,655)
                                                    ======   =======    =======

                 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  its  continuing   subsidiary   companies.   All
intercompany transactions have been eliminated.

  Principles of Translation

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

  Inventories

         Materials  and  supplies  are  carried at the lower of average  cost or
replacement cost. 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 leases 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

         In  December,  1997,  as  required,  the Company  adopted  Statement of
Financial  Accounting Standards No. 128, "Earnings Per Share" ("SFAS 128") which
establishes  standards for computing and presenting earnings per share. SFAS 128
replaces  the  presentation  of  primary  earnings  per share and fully  diluted
earnings per share with basic earnings per share and diluted earnings per share,
respectively.  Basic  earnings  per share  excludes  dilution and 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. In accordance with SFAS 128 all prior periods
presented have been restated to conform to the new presentation.



  Statement of Cash Flows


<PAGE>


         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.

  Revenue Recognition

         The Company  recognizes  revenue on the percentage of completion method
for its research and development  contracts with progress  measured based on the
ratio of costs incurred to the total estimated cost, and generally, when product
is shipped for all other sales.  Where the Company  receives  contracts  for the
design and construction of specialty instruments that require long manufacturing
times,  the Company will also recognize  revenue on the percentage of completion
method  similar  to its  recognition  method  in the  research  and  development
business.

         For the years  ended  December  31,  1995 and  1996,  the  Company  had
recognized revenues of $264,000 and $49,000 respectively, on jobs in process and
had  incurred  related  costs of  $183,000  and $25,000  respectively,  of which
$210,000  and $0,  respectively,  were billed to  customers.  For the year ended
December31,  1997,  the  Company  did not  have  any  significant  contracts  in
progress.

  Financial Instruments and Credit Risk Concentration

         Financial   instruments  which  potentially   subject  the  Company  to
concentrations  of credit risk consist  primarily of trade accounts  receivable.
Concentrations  of credit risk with respect to such  receivables  are limited to
primarily  governmental  agencies.  Marketable  securities consists primarily of
investments in U.S. government and agency obligations and commercial paper.

  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",  which the  Company  adopted  effective  for the year ended
December 31, 1996. No write-downs have been necessary through December 31, 1997.

  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, 1995, 1996 and 1997. In 1996, the Company  recorded
compensation  expense in the amount of $60,000 relating to stock options awarded
to the Company's  independent  directors  (see note 5 for  pro-forma  disclosure
required by SFAS 123).

  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, accrued liabilities and notes payable 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 1997, the Financial  Accounting Standards Board ("FASB") issued
Statement  of  Financial  Accounting  Standards  ("SFAS")  No.  130,  "Reporting
Comprehensive  Income," which establishes standards for reporting and display of
comprehensive  income  and  its  components  in a full  set  of  general-purpose
financial  statements  and will be effective  for fiscal years  beginning  after
December 15, 1997.  The Company will be reviewing this document to determine its
applicability to the Company and has elected not to adopt early application.

         In June 1997, the FASB issued SFAS No.131,  "Disclosures About Segments
of an  Enterprise  and  Related  Information,"  which  supercedes  SFAS No.  14,
"Financial   Reporting  for  Segments  of  a  Business   Enterprise."  SFAS  131
establishes standards for the way that public companies report information about
operating  segments in annual  financial  statements  and requires  reporting of
selected  information about operating  segments in interim financial  statements
issued to the public.  It also establishes  standards for disclosures  regarding
products and services,  geographic areas and major  customers.  SFAS 131 defines
operating  segments as components of a company  about which  separate  financial
information  is  available  that is evaluated  regularly by the chief  operating
decision  maker  in  deciding  how  to  allocate   resources  and  in  assessing
performance.  SFAS  131  is  effective  for  financial  statements  for  periods
beginning  after  December 15, 1997 and  requires  comparative  information  for
earlier years to be restated.  Because of the relatively recent issuance of this
standard,  management has been unable to fully  evaluate the impact,  if any, it
may have on future financial  statement  disclosures.  Results of operations and
financial  position,  however,  will be  unaffected  by  implementation  of this
standard.

2.  Inventories

         At December 31, 1996 and 1997, the Company had parts, subassemblies and
work in process of  $1,483,000,  and  $2,748,000 and finished goods of $787,000,
and $301,000, respectively.

3.  Machinery and Equipment

         The major categories of machinery and equipment are as follows:

                                                  December 31,
                                            1996                  1997
                                            --------------------------

         Office equipment                   $   395,000         $   969,000
         Machinery and equipment              1,857,000           1,986,000
         Leasehold improvements                  64,000              70,000
                                            -------------------------------
                                              2,316,000           3,025,000
         Accumulated depreciation            (1,721,000)         (1,520,000)
                                            -----------         -----------
           Totals                           $   595,000         $ 1,505,000
                                            ===============================

4.  Note Payable

         The Company's Canadian subsidiary, Barringer Research Ltd. ("BRL"), had
a financing  arrangement with the Ontario Development  Corporation ("ODC") for a
$730,000  export line of credit.  In January 1997,  the Company paid all amounts
owed to the ODC and the facility was terminated.

         BRL's  line  of  credit  arrangement  with  the  Toronto-Dominion  Bank
("Bank") was  terminated by BRL in December 1996 upon the payment of all amounts
due to the Bank. During December 1996, the Company placed in an interest bearing
account  $280,000  in order to secure a  performance  bond  that was  previously
issued by the Bank.  At December  31,  1996,  this  deposit was  restricted.  On
February 12, 1997, the bond was canceled and the deposit released.

5.  Stockholders' Equity

  Public Offerings

          On March 3, 1998,  the Company filed with the  Securities and Exchange
Commission a registration  statement relating to a proposed  underwritten public
offering by the Company of 2,000,000 shares of its Common Stock.

         On November  12,  1996,  the Company  completed  the sale of  1,250,000
shares  ("Shares") of common stock and 1,250,000 Common Stock Purchase  Warrants
("Warrants") in a public  underwriting.  On December 12, 1996, the  underwriters
exercised their over-allotment  option and acquired an additional 187,500 Shares
and 187,500  Warrants.  The  aggregate  net proceeds to the  Company,  after all
expenses of the offering, was approximately $10,401,000.

  Private Offerings

         On May 9, 1995,  the Company  completed  the private  placement  of its
securities to two institutional  investors.  The private placement  consisted of
125 Units priced at $6,000 each for an aggregate  sales price of $750,000.  Each
Unit ("Unit") consisted of 2,500 shares of the Company's common stock and a five
year warrant to purchase 2,500 shares of the Company's common stock at $1.96 per
share. In addition, in order to induce the institutional investors to enter into
this  transaction,  an additional three year warrant to acquire 37,500 shares of
the Company's common stock at $1.96 per share was issued.

         On June 30, 1995, the Company completed an additional private placement
in which it sold an additional 128 Units, including 22 Units to seven members of
senior management and the Company's Board of Directors, for proceeds aggregating
$168,000.  This  private  placement  did not include the  additional  three year
warrant.

         On July 10, 1996,  the Company  completed the sale of $1,000,000 of its
6% Convertible  Subordinated  Debentures,  ("Debentures") due 1997, in a private
transaction  to  private  investors  including  members  of  management.   These
debentures  were  convertible  into shares of the Company's  Common Stock at the
rate of $2.75 per  share and  mature  on the  earlier  of (i) 30 days  after the
completion  of an  underwritten  public  offering or a private  placement by the
Company of its equity  securities  pursuant  to which the Company  receives  net
proceeds in an aggregate  amount in excess of $5,000,000,  or (ii) July 9, 1997.
Interest is payable semi-annually.  A portion of the net proceeds of the sale of
these  debentures  were  used  to  repay  the 12 1/2%  Subordinated  Convertible
Debentures due 1996. All of the Debentures were converted into 363,628 shares of
common stock in December 1996, as a result of the public offering.

  Due from Officers/Shareholders

         In connection with the exercise of options to acquire 190,000 shares of
the  Company's  Common Stock,  two officers of the Company  signed full recourse
interest bearing (no interest the first year,  prime rate thereafter)  unsecured
promissory  demand notes  aggregating  $274,000 that was available to them under
the Company's stock option purchase program.  Under that program the Company has
arranged for a  market-maker  in the Company's  Common Stock,  to coordinate the
orderly  sale in the open market of a portion of the Common Stock to be received
by the employees  upon the exercise of their options in an amount  sufficient to
repay the loan and related interest. As of December 31, 1997, and 1996, $203,000
and $274,000, respectively, was outstanding.

  Common Stock Outstanding or Reserved for Issuance

         The  following  table sets  forth the number of shares of Common  Stock
outstanding  as of  December  31, 1997 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                                                       5,495,354
   Class A convertible preferred stock                0.361745           16,331
   Class B convertible preferred stock                0.355839            8,006
   Stock options (i)                           $1.00 to $14.00          691,025
   Private placement warrants (ii)                       $1.96          387,499
   Public warrants (iii)                                $9.847          342,825
   Underwriter's warrants (iii)                        $10.276          125,000
   Underlying warrants (iii)                            $9.847           31,250
   Directors' warrants (iv)                     $7.11 to $8.01            7,500
                                                                      ---------
   Total                                                              7,104,790
                                                                      =========

   All  outstanding  warrants  expire between May 9, 1998 and December 22, 2007.

  (i)  Stock Compensation Plans

         From time to time,  the Company has  granted  non-qualified  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 is recognized.

         SFAS 123,  "Accounting  for  Stock-Based  Compensation",  requires  the
Company  to  provide  pro forma  information  regarding  net  income  (loss) and
earnings (loss) per share as if compensation cost for the Company's stock option
plans  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-price model with the
following  weighted average  assumptions used for grants in 1995, 1996 and 1997;
no  dividend  yield;  expected  volatility  of 46.5% in 1997 and 30% in 1996 and
1995;  risk-free  weighted  average interest rates of 6.03% in 1997 and 7.11% in
1996 and 1995; and expected lives of 5 years for the options.

         Under the  accounting  provisions of SFAS 123, the Company's net income
(loss), basic earnings (loss) per share and diluted earnings (loss) per share on
a pro-forma basis are as follows:
                                              Year Ended December 31,
                                         1995           1996        1997
                                         -------------------------------

Net income (loss):
  As reported                           $(827,000)    $2,059,000   $5,754,000
  Pro-forma                             $(884,000)    $1,986,000   $5,567,000
Basic earnings (loss) per share from
  continuing operations:
  As reported                              $   (0.39)    $     0.55   $     1.05
  Pro-forma                                $   (0.40)    $     0.53   $     1.02
Diluted earnings (loss) per share from
  continuing operations:
  As reported                              $   (0.39)    $     0.46   $     0.92
  Pro-forma                                $   (0.40)    $     0.44   $     0.89

         At the May 13,  1997  Annual  Meeting of  Stockholders,  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  directors  who are not  otherwise  employed by the
Company ("Independent  Director Plan"). In connection with the Program,  600,000
shares of Common Stock are reserved for issuance,  of which up to 500,000 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  will  receive no
consideration for grants of options or awards under the Program.

         A  summary  of the  status  of the  Company's  outstanding  options  is
presented below:
<TABLE>
<CAPTION>

                                                      Year ended December 31,
                                  1995                        1996                         1997
                             ---------------------------------------------------------------------
                                      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            58,750       $12.38       240,125         $4.54        461,000         $2.19
  Granted                   181,375         2.00       253,000          1.00        280,900         10.70
  Exercised                       0                     (1,250)         2.00        (19,937)         1.32
  Forfeited                       0                    (30,875)        10.66        (30,938)        10.32
                           --------             --------------                     --------
Outstanding--end of year    240,125         4.54       461,000          2.19        691,025          5.31
                           ========                   ========                     ========
Options exercisable--end
  of year                   126,800        $6.38       164,200         $3.49        227,663         $1.94
Fair value of options
  granted during the year                  $0.70                       $0.40                        $6.72
                                    =====================================================================
</TABLE>

         On February 28, 1997 and December 22, 1997,  options to acquire 135,500
shares and 128,400 shares of the Company's  common stock at $9.375 per share and
$11.78 per share,  respectively,  which was the market  value at dates of grant,
were  issued to  officers  and key  employees  of the  Company,  pursuant to the
Employee  Plan.  These options  expire ten years from the dates of grant and are
exercisable 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. On May 13,
1997,  options to acquire 12,000 shares of the Company's common stock at $13.875
per  share,  which was the  market  value at date of grant,  were  issued to the
Company's independent directors pursuant to the Independent Director Plan. These
options  expire on May 13, 2002 and are  exercisable  as to 100% after the first
year. In accordance with SFAS 123, the Company recorded  compensation expense in
1997 of $60,000 in connection  with the issuance of these  options.  The 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.  The  options  issued in 1995 expire on March 10,
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 at December 31, 1997.

             Options Outstanding
                                Weighted-                Options Exercisable
                   Number        Average                       Number
               Outstanding at   Remaining                  Exercisable at
   Exercise     December 31,   Contractual   Exercise   December 31,   Exercise
     Price          1997        Life          Price      1997           Price
     ----------------------------------------------------------------------

    $  1.00        237,125   3.3 years     $  1.00      118,563     $  1.00
      2.00         167,250   2.2 years        2.00      100,350        2.00
      9.38         132,500   9.3 years        9.38            0        9.38
11.25 to 11.78     133,400   9.9 years  11.25 to 11.78        0  11.25 to 11.78
      13.88         12,000   9.5 years       13.88            0        13.88
      14.00          8,750   0.2 years       14.00        8,750        14.00
  1.00 to 14.00    691,025   5.5 years      $  5.31     227,663      $  1.94

  (ii)  Private Placement Warrants

         In connection with the Company's private placement (see above) 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, 32,500
of these warrants were  exercised.  The warrants  expire between May 9, 1998 and
June 29, 2000.

  (iii)  Public Warrants

         The public  warrants  (see above) are  exercisable  for three years and
entitle the registered holder to purchase one-quarter of a share of Common Stock
at an exercise  price of $9.847 per share.  The Warrant  exercise  price and the
number  of  shares  issuable  upon  exercise  of the  Warrants  are  subject  to
adjustment  under  certain  circumstances.  The Company  may redeem  outstanding
Warrants  on not  less  than 30 days  notice  at a price of  $0.25  per  Warrant
(subject to adjustment under certain  circumstances) if the closing bid price of
the Common Stock  averages in excess of 200% of the exercise  price for a period
of 30 days' ending within 15 days of the  redemption  notice date.  During 1997,
66,200 of these warrants were exercised.

         In connection with the November 1996 public  offering,  the 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 for a period of four years  commencing  from  November  12,  1997 and with
respect to the  Underlying  Warrants for a period of two years  commencing  from
November 12, 1997. These warrants contain certain  registration  rights. None of
these warrants was exercised in 1997.

  (iv)  Directors' warrants

         On December 31, 1991, the Board of Directors adopted the 1991 Directors
Warrant Plan ("Plan"). Pursuant to the Plan, each non-employee director was sold
a five-year  warrant to  purchase  3,750  shares of Common  Stock at an exercise
price equal to the current  market price for such shares at the time of issuance
of the warrant.  During 1997, 3,750 warrants were exercised.  During 1996, 3,750
warrants expired. During 1995, no warrants were issued under the Plan. The Board
of Directors terminated the Plan effective May 1997.

  Increase in Authorized Shares

         At the May 13,  1997  Annual  Meeting of  Stockholders,  the  Company's
stockholders approved an amendment to the Company's Certificate of Incorporation
to increase the number of authorized  shares of common stock of the Company from
7,000,000 to 20,000,000.


<PAGE>


6.  Income Taxes

         The  provision   (benefit)  for  income  taxes  related  to  continuing
operations are as follows:

                                                     Year Ended December 31,
                                               1995         1996          1997
                                              --------------------------------

Current tax expense (benefit):
  Federal                                        $  0   $ 143,000   $   983,000
  State                                            --      27,000       285,000
  Recognition of net operating losses--U.S.        --    (170,000)   (1,268,000)
  Foreign (primarily Canada)                       --     297,000       952,000
  Recognition of net operating losses--Canada      --    (182,000)     (548,000)
                                                  -----------------------------
         Total Current                              0     115,000       404,000
                                                  -----------------------------
Deferred tax expense (benefit):
  Federal                                           0    (130,000)     (728,000)
  State                                            --     (22,000)     (128,000)
  Foreign (primarily Canada)                       --    (354,000)       81,000
                                                 ----------------   -----------
         Total deferred                             0    (506,000)     (775,000)
                                                 ----------------   -----------
Total income tax benefit                         $  0   $(391,000)  $  (371,000)
                                                 ================   ===========

         Deferred  tax  assets  are   comprised  of  the   following   temporary
differences and carryforwards at December 31:

                                                           1996            1997
                                                           ----            ----
         Nondeductible allowances against trade
           receivables                             $    24,000     $    20,000
         Nondeductible reserves and accruals           178,000         104,000
         Machinery and equipment                       787,000         497,000
         Tax benefit of Canadian operating loss and
           investment credit carry forwards            217,000              --
         Tax benefit of U.S. operating loss carry
           forwards                                  5,672,000       4,404,000
         Other                                          35,000          53,000
                                                   ---------------------------
         Gross deferred tax assets                   6,913,000       5,078,000
         Deferred tax assets valuation allowance    (6,182,000)     (3,572,000)
                                                   -----------     -----------
         Net deferred tax assets                   $   731,000     $ 1,506,000
                                                   ===========================

         As a result of the Company's  historical  trend of losses,  a valuation
allowance has been  provided for a substantial  portion of the U.S. and Canadian
deferred  tax assets.  At  December  31,  1997,  the net  deferred  tax asset of
$1,506,000,  included  approximately  $405,000  and  $1,101,000  related  to the
Company's Canadian and U.S. operations,  respectively. At December 31, 1996, the
net deferred tax asset of $731,000, included approximately $525,000 and $206,000
related to the Company's Canadian and U.S.  operations,  respectively.  Based on
historical  results and estimated  1998  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.
Additional  reductions to the valuation  allowance will be recorded when, in the
opinion of  management,  the  Company's  ability to generate  taxable  income is
considered 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):

                                                    Year Ended December 31,
                                                 1995        1996         1997
                                               --------------------------------

Income taxes (benefit) computed at the
  U.S. statutory rate                           $(400)      $ 567      $ 1,830
Income not subject to U.S. tax, net              (126)       (225)        (239)
U.S. losses and expenses for which no tax
  benefit has been recognized                     518          25            7
Utilization of U.S. net operating losses           --        (143)        (777)
Decrease in beginning of the year deferred
  tax asset valuation allowance                    --        (590)      (1,217)
Other                                               8         (25)          25
                                                ------       -----      -------
Provision (benefit) for income taxes            $   0       $(391)     $  (371)
                                                ==================      =======

         At December 31, 1997, the Company has net operating loss carry forwards
in the U.S. of  approximately  $11,000,000  and $7,084,000 for federal and state
income tax purposes, respectively, which expire in varying amounts through 2011.

7.  Commitments

         The Company rents  facilities,  automobiles and equipment under various
operating  leases.  Rental  expenses  under such leases  amounted  to  $280,000,
$325,000 and $324,000 for 1995, 1996 and 1997, respectively.

         At December 31, 1997,  the aggregate  minimum  commitments  pursuant to
operating leases, including a lease renewal are as follows:

         Year ending December 31,

         1998                             $277,000
         1999                              165,000
         2000                              114,000
         2001                              123,000
         2002 and thereafter               421,000

8.  Employee Benefit Plans

         The Company's Canadian subsidiary's defined benefit pension plan, which
covered its Canadian employees, was terminated at December 31, 1993. At the same
time, it established a money  purchase plan that is structured  after the 401(k)
salary  deferral  plan  available to all U.S.  employees  and as such,  does not
establish any corporate  obligation other than a discretionary  matching formula
to  employee  contributions.  As  a  result  of  the  termination,  the  Company
recognized  a gain of  $206,000 in 1993,  representing  the excess of the Plan's
projected  benefit  obligation  over  the  accumulated  benefit  obligation  and
recognized an additional  gain in 1995 of $172,000,  representing  the excess of
the Plan's assets over the cost of providing  the annuities to the  participants
for the value of their termination benefits. This excess was placed into a money
purchase  contract  and  used  by  the  Company  to  provide  for  its  matching
contributions  under the new  arrangement.  This  amount is being  carried  as a
deferred pension expense asset on the consolidated balance sheet.

         The Company  maintains a 401(k) salary deferral plan instituted for all
U.S. employees with more than one year of service.  As a money purchase plan, it
does not  establish  any  Company  liability  other than a  matching  formula to
employee contributions.

         The aggregate cost of both plans for 1995,  1996, and 1997 was $82,000,
$87,000 and $103,000, 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 Executive Compensation
Committee, subject to certain parameters. A participant will become vested under
the SERP Plan after five years of participation therein. Since the SERP Plan was
effective as of January 1, 1998, no contributions were made for 1997.

9.  Supplemental Disclosures of Cash Flow Information

         The Company made cash  payments for interest of $189,000,  $246,000 and
$17,000,  for the years ended  December 31, 1995,  1996 and 1997,  respectively.
Additionally,  income taxes of $0, $3,500 and $209,000,  were paid for the years
ended December 31, 1995, 1996 and 1997, respectively.

         In the years  ended  December  31, 1995 and 1996,  the  Company  issued
Preferred  Stock  dividends  in the amount  $82,000  and  $24,000 in the form of
65,417,  and 7,949  shares of common  stock,  respectively.  None were issued in
1997.

         In December 1996, the entire $1,000,000 of the Company's 6% Convertible
Subordinated  Debentures  were  converted  into 363,628  shares of the Company's
common stock as a result of the public offering (see note 5).

10.  Information Concerning the Company's Principal Activities

         A summary of the Company's continuing operations by geographic area for
each of the three years in the period ended  December 31, 1997 is as follows (in
thousands):
                                                  Year Ended December 31,
                                           1995         1996        1997
                                           ------------------------------
Revenues:
  United States                             $ 1,867    $ 4,122    $15,378
  Canada 5,110                                7,887     14,693
  Europe 1,599                                2,577      3,544
  Eliminations                               (2,202)    (3,663)   (10,926)
                                            -------    -------    -------
         Totals                             $ 6,374    $10,923    $22,689
                                            =============================
Income (loss) from continuing operations:
  United States                             $(1,548)   $ 1,152    $ 4,075
  Canada                                        270        869      1,447
  Europe                                        100         38        232
                                           ------------------------------
                                            $(1,178)   $ 2,059    $ 5,754
                                            =======    ==================
Identifiable assets:
  United States                              $4,253    $16,650    $20,913
  Canada                                      6,248      7,750      8,312
  Europe                                        696      1,256      1,382
  Eliminations                               (6,462)    (8,333)    (4,999)
                                            -------    -------    -------
         Totals                             $ 4,735    $17,323    $25,608
                                            =============================

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

         A summary of the Company's continuing  operations by principal activity
for the year ended  December  31,  1995 is as shown  below.  Starting in 1996 no
segment,  other than the  Instruments  segment,  was  material to the  Company's
consolidated  operations  and  accordingly,   segment  reporting  is  no  longer
required.
                                                Res.                 Corp. &
                         Total   Elimination   & Dev.  Instruments    other

1995:
Revenues               $ 6,374                 $1,052    $5,250         $72
                                               =============================
Operating income
  (loss)               $  (886)                $ (311)   $  268      $ (843)
                                               =======   ===================
Interest expense
  and other               (292)
                       ---------
Loss before income
  taxes                $(1,178)
                       ========
Depreciation and
  amortization         $   362                 $   45    $  314      $    3
                       =====================================================
Capital expenditures   $   359                 $   10    $  349          --
                       =====================================================
Identifiable assets    $ 4,735      $(6,462)   $  275    $7,589      $3,333
                       =====================  ==============================

11.  Sales to Major Customers

         During 1997, two customers accounted for approximately 27.8% (14.8% and
13%)  of  consolidated  revenues  of the  Company.  During  1996,  one  customer
accounted for approximately 11% of consolidated revenues of the Company.  During
1995, no customer  accounted for more than 10% of the  consolidated  revenues of
the Company.

12.  Fourth Quarter Adjustments

         During  the  fourth  quarter  of  1997,  the  Company  had no  material
adjustments.  During the fourth quarter of 1996, the Company recorded a deferred
tax benefit related to a decrease in the deferred tax asset valuation  allowance
of $266,000. During the fourth quarter of 1995, the Company recorded adjustments
for estimated  losses on inventories and receivables of  approximately  $450,000
and $200,000, respectively.

13.  Sale of Subsidiary

         During the first quarter of 1995, the Company  started to actively seek
a purchaser for its then 47% interest in Barringer Laboratories, Inc ("Labco").

         Pursuant to the terms of a Stock Purchase Agreement,  dated December 8,
1995  ("Agreement"),  by and between the Company and Labco, on December 13, 1995
the  Company  sold to Labco  647,238  shares  of  Labco's  common  stock  for an
aggregate  purchase  price of $809,000,  resulting  in a gain of $93,000.  After
giving  effect to the sale of the Labco  shares,  the Company  continued  to own
432,475 shares of Labco stock representing a 26% ownership interest.

         During 1996, the Company sold all of its remaining  shares and warrants
in Labco and  recognized  a gain on such sales of  $123,000.  In addition to the
gain on the sale of its Labco  investment,  the  Company  recorded  $117,000  of
income representing its proportionate share of Labco's net income for 1996.


<PAGE>


14.  Earnings (Loss) Per Share

         Basic and  Diluted  earnings  (loss)  per  share  for the  years  ended
December 31, 1997, 1996 and 1995 have been computed as follows:

                                                     For the Year Ended
                                                       December 31, 1997
                                       Income            Shares        Per Share
                                     (Numerator)      (Denominator)      Amount

Net income                             $5,754,000
Less: Preferred dividends                 (12,000)
Basic Earnings Per Share
  Income attributable to common
    stockholders                        5,742,000         5,456,000        $1.05
                                                                           =====
Effect of dilutive securities
  Warrants and options                                      777,000
  Convertible preferred dividends          12,000            24,000
                                       ----------------------------
Diluted Earnings Per Share
  Income attributable to common
    stockholders and assumed
    conversions                        $5,754,000         6,257,000        $0.92
                                       =============================       =====

         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.

                                                       For the Year Ended
                                                        December 31, 1996
                                       Income           Shares         Per Share
                                     (Numerator)     (Denominator)      Amount

Net income                             $2,059,000
Less: Preferred dividends                 (39,000)
Basic Earnings Per Share
  Income available to common
    stockholders                        2,020,000        3,695,000        $0.55
                                                                          =====
Effect of dilutive securities
  Warrants and options                     27,000          228,000
  Convertible preferred dividends
    and debentures                         39,000          517,000
                                       ---------------------------
Diluted Earnings Per Share
  Income available to common
    stockholders and assumed
    conversions                        $2,086,000        4,440,000        $0.46
                                       ===============================    =====

                                                       For the Year Ended
                                                        December 31, 1995
                                       Income           Shares        Per Share
                                     (Numerator)     (Denominator)     Amount

Net loss from continuing operations   $(1,178,000)
Add: Preferred dividends                  (82,000)
Basic Loss Per Share
  Loss attributable to common
    stockholders                       (1,260,000)       3,283,000      $(0.39)
                                                                        ======
Effect of dilutive securities
  Warrants and options
  Convertible preferred dividends             N/A              N/A
Diluted Loss Per Share
  Loss attributable to common
    stockholders                      $(1,260,000)       3,283,000      $(0.39)
                                      ===========        =========      ======

15.  Proposed Acquisition

         In March 1998, the Company entered into a merger  agreement and certain
related  agreements  with  DigiVision,  Inc.  ("DigiVision"),  a San Diego-based
developer  of  video  enhancement  products,  and  certain  of its  shareholders
pursuant to which the Company intends to acquire all of the outstanding  capital
stock of  DigiVision  for an  aggregate  cash  purchase  price of  approximately
$750,000.  The  acquisition  of DigiVision  will not be material to the Company.
Accordingly,  no separate  financial  statements of DigiVision  and no pro forma
financial  information  relating to the proposed  acquisition have been included
herein. However, upon consummation of the acquisition,  the Company may record a
one-time  charge to write-off  certain  technology and  in-process  research and
development to be acquired from DigiVision.  Although  management of the Company
cannot  currently  estimate the amount of the charge,  it is expected  that such
charge could represent a substantial  portion of the purchase  price,  including
costs related to the  acquisition.  The final  allocation of the purchase  price
will  be  subject  to the  completion  of due  diligence  procedures,  including
appraisals  and  valuation  analyses,  as  necessary.

         The Company's proposed acquisition of DigiVision is subject to a number
of  significant  conditions  precedent.  The Company  expects to consummate  the
acquisition in the first half of 1998.  However,  no assurance can be given that
the acquisition will occur or as to the timing thereof.

16.  Subsequent Event

         On March 13, 1998,  the Company  established  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 0.75% or LIBOR  (determined  on the
basis of a 30-, 60- or 90-day  interest  period,  as applicable)  plus 2.0%. The
Facility  expires  on June  30,  1999,  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 and BII are 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.


<PAGE>




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






                         Balance -                                 Balance
                       beginning                                   -end of
                        of period   Addition  Deduction  Recovery   period
                       --------- ----------- ----------- -----------------------
Allowance for doubtful
accounts and sales
allowances:
   1997               $ 63,000    $ 46,000                          $109,000
   1996                 41,000      52,000    30,000                  63,000
   1995                539,000     221,000   719,000                  41,000