CONFORMED COPY
                                                                 
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                                
                            Form 10-K
                                
          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended October 25, 1996   Commission File
Number 0-16304

                     Optek Technology, Inc.
     (Exact name of registrant as specified in its charter)
                                
                Delaware                     75-1962405
     (State or other jurisdiction         (I.R.S. Employer
   of incorporation or organization)    Identification No.)
1215 West Crosby Road, Carrollton, Texas       75006
(Address of principal executive offices)     (Zip Code)

 Registrant's telephone number, including area code:  (972) 323-
                              2200
Securities registered pursuant to Section 12(b) of the Act:  None
   Securities registered pursuant to Section 12(g) of the Act:
             Common Stock, par value $0.01 per share

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

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

     The aggregate market value of the registrant's voting stock
held by non-affiliates as of October 25, 1996 was:  $28,198,539
(* see note on index page).

     The number of shares outstanding of each class of
registrant's common stock as of October 25, 1996 was:  Common
Stock, par value $0.01 per share, 3,912,915 shares.
                       ___________________
                                
               Documents Incorporated by Reference
                                
     Portions of the registrant's definitive proxy statement to
be furnished to stockholders in connection with its Annual
Meeting of Stockholders to be held on March 19, 1997 are
incorporated by reference in Part III of this Form 10-K.



                                
<PAGE>
                     OPTEK TECHNOLOGY, INC.
                   ANNUAL REPORT ON FORM 10-K
                                
                              INDEX
                                

Securities and Exchange Commission
      Item Number and Description                          Page

                             PART I

ITEM    1.  Business                                          1
ITEM    2.  Properties                                        6
ITEM    3.  Legal Proceedings                                 7
ITEM    4.  Submission of Matters to a Vote of Security Holders
7

                             PART II
                                
ITEM    5.  Market for Registrant's Common Equity and Related
Stockholder Matters                                           7
ITEM    6.  Selected Financial Data                           8
ITEM    7.  Management's Discussion and Analysis of Financial
Condition and Results of Operations                           8
ITEM    8.  Financial Statements and Supplemental Data       10
ITEM    9.  Changes in and Disagreements on Accounting and
Financial Disclosure                                         10

                            PART III

ITEM   10.  Directors and Executive Officers of the Registrant
10
ITEM   11.  Executive Compensation                           10
ITEM   12.  Security Ownership of Certain Beneficial Owners and
Management                                                  10
ITEM   13.  Certain Relationships and Related Transactions   11

                     PART IV AND SIGNATURES

ITEM   14.  Exhibits, Financial Statements & Financial Statement
Schedules and Reports on Form 8-K                            11
INDEPENDENT AUDITORS' REPORT                                F-1
SIGNATURES


            *                                              The figure indicated
            on the cover page as to the aggregate market value of shares of
            registrant's voting stock held by nonaffiliates represents the
            registrant's best good faith estimate for purposes of this annual
            report on Form 10-K.  The aggregate market value indicated is based
            upon the average of the high and low trading prices of the
            registrant's common stock as reported by the Nasdaq National Market
            System, as of October 25, 1996.  Shares held by non-affiliates were
            calculated by reducing total outstanding shares by outstanding
            shares beneficially owned by executive officers and Directors of
            the registrant or by any stockholder beneficially owning more than
            10% of registrant's common stock, as incorporated herein under the
            heading "Security Ownership of Certain Beneficial Owners and
            Management," who were considered for purposes of this disclosure to
            be affiliates.




                                i
                                
<PAGE>
                             PART I
                                
ITEM 1.  Business.

Introduction

      Optek  Technology, Inc. ("Optek" or "the Company") markets,
designs  and  manufactures sensor products  which  are  based  on
either  optoelectronic  or magnetic field  sensing  technologies.
These  products  react to changes in infrared light  or  magnetic
fields which indicate physical events such as position, speed  or
rotation  and convert this information into an electrical  signal
which  can  then  be  communicated to  control  devices  such  as
microprocessors  capable of processing  and  responding  to  that
signal.

      Because optoelectronic and magnetic sensors operate without
physical  contact,  they are capable of more accurate,  reliable,
and   sensitive   measurement   than   standard   mechanical   or
electromechanical devices.  These characteristics, combined  with
increased  speed, durability and compactness, have  prompted  the
substitution   of   optoelectronic  and  magnetic   sensors   for
mechanical and electromechanical switches.

     Optek's optoelectronic components and assemblies are used in
business  machines,  such  as mailing  machines,  in  which  they
determine  envelope position, and photo copy machines,  in  which
they  sense  location  of  paper and toner  levels;  in  computer
peripherals,  such as disk and tape drives, in which  they  sense
the beginning position of the data storage area; in communication
products,  in  which they transmit and receive  data  over  fiber
optic  cables; in industrial products, such as security  systems,
in  which they sense the interruption of a beam of light; and  in
military applications, such as missile guidance systems, in which
they  assist  the  projectile in tracking  its  target.   Optek's
magnetic  sensors  are  used in automotive  applications  and  in
various  industrial applications where harsh environments prevent
the use of optoelectronics.  For example, magnetic sensors detect
rotation of shafts and gears in automobiles where the presence of
dirt  and  oil  would  make  the  application  of  optoelectronic
technology impractical.

Optoelectronic Products

     The largest portion of the Company's current business is the
design,  manufacture  and  sale  of  custom  devices  which   use
optoelectronics   technology   to  satisfy   customers'   sensing
application requirements.  Optoelectronics technology uses  light
to  measure  or sense position or motion.  A familiar example  of
the  use of this technology is its application in certain burglar
alarm systems which emit a beam of light which is received  by  a
sensor.   The  interruption  of this beam  causes  an  electrical
response  in  the  sensor  which  activates  the  alarm.    These
principles  may  be  applied using either visible  or  nonvisible
(eg.,  infrared)  light as a means of sensing  motion,  speed  or
position.   The  optoelectronic products made by Optek  primarily
use infrared light.

     Optek specializes in customized optoelectronic solutions for
its  customers' applications.  The Company applies  its  specific
engineering  and  manufacturing  expertise  to  the  design   and
manufacture of components and assemblies which meet the  physical
and  technical requirements demanded for the intended use by  the
customer.  This application-based design requires the integration
of mechanical, electrical and optical technologies.

      Based  upon  the Company's expertise and knowledge  of  the
optoelectronics  industry,  the  Company  does  not  believe  any
patents  currently  govern  the basic optoelectronics  technology
used   by  the  Company.   As  a  result,  development   of   new
applications  for  this  technology  has  proceeded  without  the
impediment  of obtaining licenses for the underlying  technology.
Further,  the Company believes that companies desiring  to  enter
the optoelectronics industry may do so without obtaining licenses
or  permits  relating  to  the use of such  technology  and  that
competition  is not impeded by such constraints.  However,  Optek
has  sought to protect confidential information which is used  in
the Company's operations by restricting its employees from using,
disseminating   or   disclosing  confidential   information   not
generally known in the industry.

     Optek is vertically integrated and manufactures:

     (1)   Infrared  emitting  and  light  sensing  semiconductor
     chips;
        (2)   Discrete  components, which are  plastic  or  metal
        packages  housing  the light emitting  or  light  sensing
        chips described above;
        (3)   Assemblies,  which combine the light  emitting  and
        light sensing discrete components in a single package  to
        meet     various     electrical     and/or     mechanical
        specifications;  generally, it is  assemblies  which  are
        sold   by  Optek  to  its  customers  for  use  in  their
        products; and
        (4)   Fiber  optic  products, which use  LED  and  sensor
        technologies  to transmit and receive light  signals  for
        data transmission through fiber.

      This  integrated manufacturing structure offers  Optek  the
necessary   flexibility   to   satisfy   customers'   specialized
requirements.

      The  following  paragraphs  describe  these  optoelectronic
devices and their basic principles of operation.

Semiconductor Chips

     Light emitting and light sensing semiconductor chips are the
basic  elements  in Optek's optoelectronic product  range.   Both
types  of  chips are manufactured by Optek, which has a  complete
semiconductor processing operation from engineering, through  all
processing steps, to final testing.

      A light emitting diode (LED) chip emits light as the result
of  the  application of direct current at a  low  voltage.   Such
chips can be made to produce light in a wide range of wavelengths
extending from the near ultraviolet region of the electromagnetic
spectrum  to the far infrared.  Optek's light emitting chips  are
manufactured from gallium arsenide and gallium aluminum  arsenide
wafers using standard semiconductor manufacturing techniques.

      Light sensors are semiconductor chips which are capable  of
converting light into electrical signals; thus, they can be  used
to  sense  and  relay the signal produced from a  light  emitting
chip.  Optek produces light sensitive chips from polished silicon
slices   using   standard  silicon  semiconductor   manufacturing
processes.   Optek's  light  sensing chips  include  photodiodes,
phototransistors and photodarlingtons, which have  varying  speed
and    sensitivity.     Phototransistors   and   photodarlingtons
incorporate  transistors as an integral part of  the  chip,  thus
providing  in a single unit the ability to detect the  light  and
amplify  the  signal  received.  The Company uses  a  substantial
portion  of  the  semiconductor  chips  it  manufactures  in  its
discrete  components.   On  occasion, however,  the  Company  has
designed and manufactured custom semiconductor chips for specific
customer applications.

      Most  of  the  light  sensing chips manufactured  by  Optek
produce  an  analog output which must then be  interpreted  by  a
microprocessor.  However, the Company has developed a  family  of
more  sophisticated light sensing integrated circuits  for  these
applications.    These  Photologic  chips  developed   by   Optek
incorporate into the chip all the functions necessary to  produce
a  digital output.  The versatility of the chip's output geometry
allows it to drive multiple outputs, resulting in savings to  the
customer  in system processing circuitry.  A Photologic chip  has
also  been developed with increased sensitivity, low  level input
detection and on-chip voltage regulation which enables  the  chip
to  function  under  fluctuating power  conditions.   The  former
characteristic is particularly useful in fiber optics  where  the
signal  transmitted may be a very low level signal.   The  latter
characteristic finds a wide range of applications,  for  example,
with  battery  powered  devices  or  under  conditions  of  heavy
electrical interference.

Discrete Components

      Discrete  components incorporate LED  or  sensor  chips  in
either plastic or metal packages which protect the chip and allow
light  to  pass  to or from the chip.  These components  form  an
integral  part  of  the  assemblies manufactured  by  Optek.   In
manufacturing  discrete  components,  LED  or  sensor  chips  are
mounted on lead frames or headers, a wire is bonded from the chip
to  the  lead,  and  the device is housed in a plastic  or  metal
package.  While most of Optek's discrete components are  used  in
its  own  assembly  manufacturing operations,  the  Company  also
manufactures and sells discrete components to original  equipment
manufacturers  ("OEMs")  which  integrate  them  into  their  own
products  and  through  independent distributors,  especially  in
foreign markets.


Assemblies

      Most  of Optek's business is directed to the production  of
complete  assemblies which are ready to plug into the  customer's
equipment.   These assemblies generally fall into  three  product
groups:

          (1)   interrupter and reflective assemblies, which  use
          LED  and sensor discrete components in combination  and
          detect  objects  interrupting or completing  the  light
          path;
          (2)     detector   assemblies   and   displays,   which
          incorporate  specifically designed semiconductor  chips
          capable  of  sensing  position  in  physical  packaging
          suitable for aerospace/defense applications; and
          (3)  isolators or couplers which transmit signals while
          "isolating" high voltage circuits.

      Discrete  LED and sensor components are generally  used  in
combination  with  one  another  in  interruptive  or  reflective
assemblies.   Each  of  these  assemblies  includes  a   discrete
emitter,  a  light transmission path and a discrete sensor.   The
sensing  occurs when an object interrupts the light  transmission
path from emitter to sensor or reflects the emitted light back to
the sensor.

      Optek manufactures various types of detector assemblies and
displays  which are used in military and aerospace  applications.
These assemblies and displays often require custom sensor or  LED
chips  which  are incorporated in physical packaging  capable  of
withstanding  rigorous environmental conditions  of  temperature,
acceleration, or mechanical shock.

      Optoelectronic  LED's and sensors can be  used  to  isolate
electrical noise or high voltage from an electrical circuit.   In
an  isolator or coupler, the light path from emitter to sensor is
totally  enclosed and cannot be modified externally.  Placing  an
isolator  between an input and output circuit can  eliminate  the
possibility  of  high voltage or electrical  noise  reaching  the
output circuit.  These devices are used to protect computers  and
other  sensitive  circuits from potentially  damaging  electrical
surges or electrical noise.

Fiber Optic Products

      As  a complement to its other optoelectronic devices, Optek
manufactures fiber optic LED's and sensors.  Optek uses  its  LED
and  sensor  technology to provide the light signal and  receiver
products  for data transmission through fiber.  Fiber optics  are
currently  widely  used in modems, multiplexers  and  local  area
networks.   These  products allow electronic equipment,  such  as
energy  management  systems, computers and  even  telephones,  to
communicate  over  thin lightweight cables of  glass  or  plastic
fiber.

Magnetic Sensors

      During  fiscal 1992, Optek began production of Hall  Effect
(magnetic  field sensing) devices which sense physical events  by
reacting  to  changes in magnetic fields.  Since magnetic  fields
are  relatively unaffected by the cleanliness of the environment,
Hall  Effect devices can be used in environments in which a clear
optical  path  is  inhibited.  For example, Hall  Effect  devices
sense  rotation of gears in automobiles for various  applications
where the presence of dirt and oil would make the application  of
optoelectronic  technology  impractical.   The  first   practical
application  of this technology by Optek has been the  production
of  crankshaft and camshaft sensors used for the ignition  system
of  an  automobile.  This application is the subject of a  patent
and  the  Company has been licensed to manufacture  such  devices
only for one automobile manufacturer.

     The Company continues to explore additional opportunities in
which  Hall  Effect  devices can efficiently  address  customers'
requirements.   For example, the Company produces a  Hall  Effect
sensor  which is used in an automotive security system.   Because
of  the  presence  of oil and dirt characteristic  of  automotive
applications,  magnetic sensing devices are  particularly  useful
and  the  Company  has sought to expand upon  the  expertise  and
familiarity  gained  through its initial automotive  programs  to
identify and participate in additional sensor programs.

      As  with optoelectronic products, the Company is vertically
integrated  and  capable  of  producing  each  of  the   elements
incorporated  into  its  magnetic  sensing  devices.   The  basic
building  block  of  each  device is a semiconductor  chip  which
reacts  to fluctuations in a magnetic field.  Optek produces  its
own  magnetic  sensor   chips through  processes  and  techniques
similar  to those used for manufacturing light sensing chips.  As
the position of a magnet is changed, the sensor produces a signal
which is relayed to a control device.  Each of these elements  is
combined into an assembly integrating mechanical, electronic  and
magnetic technologies.

      The  Company's engineering expertise in sensor technologies
has   facilitated  its  identification  of  additional  potential
applications  for  magnetic sensors.   Because  of  the  relative
newness  of  some of these applications, the Company  has  sought
and,   in  some  cases,  obtained  patent  protection  for  these
applications.   However, Optek cannot currently  predict  whether
additional new applications will qualify for patent registration.

Product Development

      In  the past, the optoelectronics industry has not been  as
subject  to  rapid  technological change as other  semiconductor-
based industries.  Consequently, the Company's efforts have  been
primarily directed toward enhancing the functions of its existing
product  base  to  permit a wider range of  applications  and  to
identification  of  new  applications for optoelectronic  devices
rather  than  research and development related  to  technological
advances.

      In  order to expand the range of applications which can  be
addressed   with  its  magnetic  sensor  devices,   the   Company
anticipates  applying  a  portion of its research  activities  to
development  of  new magnetic sensor technology having  different
sensitivities and capabilities.  If successful, this effort would
permit  the  Company  to  introduce new  lines  of  products  for
applications  which are difficult or impossible to  address  with
available  sensors.  No assurance can be given that  the  Company
will succeed in expanding these technologies.

      The  Company  recently  began  developing  magnetoresistive
technology  as  an alternative for new magnetic  sensor  designs.
Magnetoresistive technology has the advantage of demonstrating  a
good  signal  to  noise ratio, and is able to  detect  very  slow
motion  which  is  required  in certain  applications.   Products
utilizing magnetoresistive technology are still under development
at  Optek.   Motion and position sensors for electronic  ignition
systems   in   automobiles   are   potential   applications   for
magnetoresistive sensors.

      In  order  to  address  certain  fiber  optic  applications
requiring   higher   data  transmission   speeds,   the   Company
anticipates applying a portion of its research activities to  the
development  of  higher  speed fiber  optic  LEDs,  sensors,  and
transceivers.

      During  the past three fiscal years, the Company's  product
development and engineering expenses have ranged between  6%  and
7% of net sales, not including a portion of which has been funded
by  customers.   Future developments may require the  Company  to
allocate  increased  resources to advances in optoelectronic  and
magnetic sensor technologies.  However, no assurance can be given
that  the  Company will be successful in further expanding  these
technologies.

Raw Materials

      The  principal  raw materials used by the  Company  in  the
manufacture of its semiconductor chips, components and assemblies
are  silicon wafers, gallium wafers, chemicals and gases used  in
processing  wafers,  gold wire, copper  lead  frames,  metal  and
plastic  for packages that house the chip and the various  custom
assemblies, and magnets used in certain Hall Effect applications.
All   of  these  raw  materials  can  be  obtained  from  several
suppliers.   From  time to time, particularly during  periods  of
increased   industry-wide  demand,  silicon  wafers   and   other
materials  have been in short supply.  However, the  Company  has
not been materially affected by such shortages.  As is typical in
the  industry,  the  Company allows for a significant  lead  time
between order and delivery of raw materials.

Customers

      In  fiscal 1996 Optek's ten largest customers accounted for
approximately  62% of net sales.  Two customers,  General  Motors
Corporation and Pitney Bowes, made purchases which accounted  for
11% and 11%, respectively, of the Company's net sales.

      Optek's  customers normally purchase the Company's products
and  incorporate  them in products that they in  turn  sell  into
their  own  markets  on an ongoing basis.  As a  result,  Optek's
sales  are dependent upon the success of its customers' products,
and  its  future  performance is dependent upon  its  success  in
finding  new  customers and receiving new  orders  from  existing
customers.   In  addition,  sales  of  the  Company's  automotive
products  are susceptible to labor strikes against the  Company's
automotive customers.

      Sales orders are made on the Company's standard form, which
permits the customer to cancel the order in whole or in part.  In
such  event, the standard form obligates the customer to pay  the
Company  the purchase price of finished goods, a price adjustment
based  on  the quantity of goods actually shipped and all  costs,
direct  or indirect, incurred by the Company with respect to  the
order, including a reasonable allowance for prorated expenses and
anticipated  profits.  However, no assurance can  be  given  that
such amounts will be received by the Company after cancellation.

Marketing

      Optek markets its products through its own technical  sales
staff,   independent  sales  representatives,   and   independent
stocking distributors.  At October 25, 1996, Optek employed seven
technical  sales people who operate out of the Company's  offices
in  Carrollton, Texas and three technical sales people  operating
out  of offices in western Europe.  Optek also uses approximately
130  independent sales representatives in geographic  territories
throughout  the United States.  Independent sales representatives
are  typically paid a 2% to 5% commission on sales  within  their
geographical territory.

      The  initial customer contact is usually made by  either  a
member  of  Optek's technical sales staff, a sales representative
or  a  distributor for the geographic area.  During this contact,
the   representative  determines  if  custom  optoelectronic   or
magnetic  components  or assemblies could  perform  the  specific
functions  desired  by  the customer.   Typically,  the  customer
either  provides a detailed specification of its requirements  or
is  assisted by Optek's engineering and technical sales staff  in
the  development  of  specifications.   Optek  then  develops   a
technical  proposal, incorporating preliminary  design  concepts,
and   submits  the  technical  proposal  to  the  customer.   The
technical proposal includes pricing terms, which usually  include
a one-time tooling charge and a unit price for the product over a
specified period based on an estimated production volume.

      The  marketing process takes approximately four to eighteen
months from initial customer contact to purchase order, depending
on  the  complexity  of  the  customer's  requirements.   Once  a
purchase  order  is placed by the manufacturer  with  Optek,  the
typical  lead  time to delivery of a prototype  is  approximately
twelve  weeks, with production quantities available approximately
six   to  eight  weeks  later.   Subsequent  production  releases
typically require lead times of six to eight weeks.

       During   fiscal   1996,  foreign   sales   accounted   for
approximately $18.9 million, or approximately 28% of  net  sales,
as  compared to $16.9 million, or approximately 27% of net  sales
for  fiscal 1995, and $14.4 million, or approximately 26% of  net
sales during 1994.

Backlog

      Optek's  order backlog was approximately $18.4  million  at
October 25, 1996 and approximately $20.1 million at November  22,
1996  compared with a backlog of approximately $23.2  million  at
October  27, 1995 and approximately $15.6 million at October  28,
1994.   The  Company's  backlog  is  comprised  of  orders  which
customers  have  released and scheduled for delivery  within  one
year.   However, by industry practice, orders may be canceled  or
modified at any time, with the customer being responsible for all
finished goods, all costs, direct and indirect, incurred  by  the
Company  and a reasonable allowance for anticipated profits.   No
assurance can be given that such amounts will be received by  the
Company after cancellation.

Competition

      The  Company is a leading supplier of custom optoelectronic
and  magnetic  sensing  devices for sale  to  original  equipment
manufacturers  and  automotive parts suppliers.   Optek  competes
with  a  range  of  companies for the custom  optoelectronic  and
magnetic  sensor  requirements of  vendors  of  general  business
machines, automotive products, computer peripherals, a variety of
industrial  products and specialized military applications.   The
Company  believes  that  its principal competitor  for  sales  of
custom  devices  is  Honeywell  Optoelectronics,  a  division  of
Honeywell,  Inc.   Because  the  Company  specializes  in  custom
devices requiring a high degree of engineering expertise to  meet
the  requirements of specific applications, it generally does not
compete to any significant degree with other large United States,
European or Far Eastern manufacturers of standard "off-the-shelf"
optoelectronic components.

      Optek  believes  that the production of  quality  products,
expertise  in  the  design and development  of  custom  products,
timely  delivery  of  such  products  and  price  are  the   most
significant  factors in the segment of the  market  in  which  it
competes.   Optek  believes that generally it competes  favorably
with respect to these factors.

Foreign Manufacturing Operations

      In  order  to  realize significantly reduced  labor  costs,
virtually  all of Optek's discrete components and assemblies  for
commercial use, which accounted for approximately 81% of  Optek's
net  sales  in  its last fiscal year, are produced in  facilities
operated  by  the Company in Juarez, Mexico.  Mexico has  enacted
legislation  to promote the use of such manufacturing  operations
by foreign companies and continuation of these operations depends
upon:   compliance  with applicable laws and regulations  of  the
United  States  of America and Mexico; the availability  of  less
expensive  labor;  and  the continuation  of  favorable  exchange
rates. These operations are authorized to operate as Maquiladoras
by the Ministry of Commerce and Industrial Development of Mexico.
Maquiladora  status  allows  Optek  to  wholly  own  its  Mexican
subsidiaries and to import items into Mexico duty free,  provided
that  such  items, after processing, are re-exported from  Mexico
within  six  months.  Maquiladora status, which must  be  renewed
every   two  years,  is  subject  to  various  restrictions   and
requirements,  including:  compliance  with  the  terms  of   the
Maquiladora  program; proper utilization of  imported  materials;
hiring  and training of Mexican personnel; compliance  with  tax,
labor,  exchange  control and notice provisions and  regulations;
and   compliance  with  locational  constraints.    The   Company
anticipates   that  the  North  American  Free  Trade   Agreement
("NAFTA"),  when fully implemented, will further  facilitate  its
operations  in  Mexico and reduce the restrictions applicable  to
those operations.

      Except  for  a  moderate devaluation of  the  peso  at  the
beginning  of  the  year,  exchange rates  have  remained  fairly
stable.   Although assembly operations in Mexico continue  to  be
less expensive than comparable operations in the United States of
America, additional investment in automated equipment may  become
necessary  to  offset rising labor costs.  The Company's  foreign
manufacturing   operations  could  be   adversely   affected   by
interruptions in the trade relations between these two countries.

Employees

      As of October 25, 1996, the Company employed 1,700 persons,
including  1,559 in manufacturing and assembly (1,369  in  Mexico
and  190  in Carrollton), 95 in sales and engineering and  46  in
management  and administration.  Some of the Company's  employees
are  highly  skilled  and  the Company's continued  success  will
depend  in  part  on  its  ability to  attract  and  retain  such
employees,  who are generally in demand.  At times,  the  Company
has  had  difficulty hiring engineering personnel  with  previous
experience in its industry due to the limited number of engineers
available with such experience.  To date, this difficulty has not
materially  affected the Company's operations.  The  Company  has
never  had a work stoppage, no employees are represented  by  any
labor   organization  and  the  Company  considers  its  employee
relations to be good.

ITEM 2.  Properties.

        The   Company's   administrative   offices,   engineering
facilities, silicon and gallium arsenide chip manufacturing, high
reliability and hybrid assembly manufacturing, as well as tooling
and  plastic  molding operations, are located in a  Company-owned
building  containing 205,000 square feet on a 15.5 acre  site  in
Carrollton,  Texas.  The Company also leases approximately  6,250
square  feet  of warehouse space in El Paso, Texas.   This  lease
expires in January of 1998.

       Virtually  all  of  the  Company's  non-military  discrete
components,    interrupter   and   reflective   assemblies    and
isolators/couplers  are  assembled  at  the  facilities  of   the
Company's  subsidiaries located in Juarez, Mexico.   The  Mexican
subsidiaries beneficially own a 24,000 square foot building and a
45,000  square  foot  building in Jaurez,  Mexico  through  trust
agreements  with Banca Serfin, Sociedad Nacional de  Credito,  as
required by Mexican law. The operations formerly conducted at the
smaller of those buildings have been consolidated into the larger
plant  and adjacent leased premises, and the Company is currently
seeking  to  sell such plant.  The Company's Mexican subsidiaries
also  lease a 58,000 square foot building in Juarez, Mexico under
a  lease  expiring in December 1997 with aggregate  annual  lease
payments  of  $291,000.   The lease provides  for  four  one-year
renewals exercisable on at least 180 days notice.  This plant  is
adjacent  to  the  45,000  square  foot  building  owned  by  the
Company's subsidiaries.

      Additional  buildings aggregating 56,000  square  feet  are
owned by Optek in Mineral Wells, Texas which formerly housed  the
manufacturing  and  assembly  operations  of  Optek's   Aerospace
division.   The Company is currently seeking to sell  such  plant
and other land held in Mineral Wells.

      The  Company  believes  that its  existing  facilities  and
equipment   are   well-maintained  and  are  in  good   operating
condition.   The Company anticipates that its current  facilities
will  be  suitable and adequate for its operations through  1997.
The  Company  anticipates a need for additional capital  spending
during 1997 to support potential increases in demand during  1998
and 1999.

ITEM 3.  Legal Proceedings.

      The  Company  is  not involved in any material  current  or
pending legal proceedings, other than ordinary routine litigation
incidental to its business.

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

      No  matters were submitted by the Company during the fourth
quarter  of the fiscal year ended October 25, 1996 to a  vote  of
the  Company's  security  holders  through  the  solicitation  of
proxies or otherwise.
                                
                                
                             PART II
                                
ITEM  5.   Market  for  Registrant's Common  Equity  and  Related
Stockholder Matters.

      The  following table sets forth the quarterly high and  low
closing sales prices (to the nearest 1/8) of the Common Stock, as
quoted   by  Nasdaq  (symbol  OPTT)  for  each  quarterly  period
subsequent to relisting on the Nasdaq system on April  22,  1996,
and  the high and low bid prices since the first quarter of  1995
as  reported  by  various market makers.   Bid  prices  represent
quotations between dealers in securities, without adjustment  for
retail   mark-ups,  mark-downs  or  commissions,  and   may   not
necessarily represent actual transactions.
<TABLE>

<CAPTION>         High     Low
1996     Quarter
Ended
<S>               <C>      <C>
October 25, 1996  $11 1/4  $  9
July 26, 1996     15 3/4   9 5/8
April 26, 1996    14       9
January 26, 1996    8 1/4  7
                           
1995     Quarter           
Ended
October 27, 1995  $  7 3/4 $  5
July 28, 1995       5      2 1/2
April 28, 1995      2 5/8  1 1/2
January 27, 1995    1 5/8  1 1/4
</TABLE>

      At  October  25,  1996, the Company had  approximately  177
stockholders of record.  The Company believes that a  significant
number of shares of the Company's Common Stock are held in street
name  and,  consequently, the Company is unable to determine  the
actual number of beneficial owners thereof.

      The  Company has never paid a cash dividend on  its  Common
Stock,  currently intends to retain any earnings for use  in  its
business  and  does not anticipate paying cash dividends  on  its
Common  Stock  in  the foreseeable future.   The  Company's  loan
agreements  contain  covenants which prohibit  the  Company  from
declaring dividends on its Common Stock unless such covenants are
waived in writing.

ITEM 6.  Selected Financial Data.

     The following table summarizes certain selected consolidated
financial  data  for the periods indicated.  This information  is
derived from the Company's consolidated financial statements  and
is   qualified  in  its  entirety  by,  and  should  be  read  in
conjunction  with,  "Management's  Discussion  and  Analysis   of
Financial   Condition   and  Results  of  Operations"   and   the
Consolidated  Financial  Statements and  Notes  thereto  included
elsewhere in this Form 10-K.
<TABLE>

<CAPTION>              (In thousands,
                      except per share
                          amounts)
                              
                          Oct. 25,        Oct. Oct.  Oct.   Oct.
Operating                   1996          27,   28,   29,   30,
statement data:                           1995 1994  1993   1992
<S>                 <C>                   <C>  <C>   <C>    <C>
Net sales                        $67,395  $62,  $55,  $55,  $58,
                                           542   625   878   403
                                                                
Cost of sales                     39,010  38,5  38,2  46,4  43,1
                                            13    69    99    51
         Gross                    28,385  24,0  17,3  9,37  15,2
profit                                      29    56     9    52
                                                                
Product                            4,933  3,84  3,59  3,96  4,08
development and                              1     1     8     9
engineering
expenses
Selling, general                   8,266  7,09  6,53  7,49  9,05
and administrative                           0     6     8     7
expenses
Provision for                          -     -     -  2,29  3,60
restructuring                                            2     0
costs
Reduction in value                     -           -   893      
of deferred costs                            -                 -
         Operating                15,186  13,0        (5,2  (1,4
income (loss)                               98  7,22   72)   94)
                                                   9
                                                                
Other expense:
   Interest                        1,292  2,96  3,68  3,95  3,78
expense                                      0     5     2     8
   Other (income)                  (145)               835   615
expense                                    142   365
         Total                     1,147                        
other expenses                            3,10  4,05  4,78  4,40
                                             2     0     7     3
         Earnings                 14,039  9,99  3,17  (10,  (5,8
(loss) before                                6     9  059)   97)
income taxes
                                                                
Income tax expense                 1,144                        
                                           158     -     -     -
         Net                     $12,895  $9,8  $3,1  $(10  $(5,
earnings (loss)                             38    79  ,059  897)
                                                         )
                                                                
Earnings (loss)                $    1.69     $     $     $     $
per common share                          1.40   .47  (3.1  (1.8
                                                        2)    1)
Weighted average                                                
number of common
and
   common                          7,627  7,02  7,10  3,22  3,25
equivalent shares                            7     8     4     0
outstanding
                                                                
Balance sheet                                                   
data:
                                                                
Working capital                 $  6,658     $     $     $  $(25
(deficit)                                 4,02  4,83  6,86  ,081
                                             8     0     5     )
Total assets                      26,359  26,0  27,8  32,1  48,6
                                            65    27    46    51
Total current                                                   
liabilities,
including current
   maturities of                   8,455  9,17  8,15  7,92  50,7
long-term debt                               5     9     0    89
Long-term debt,                    3,428  15,9  28,6  36,4   111
less current                                96    92    72
maturities
Stockholders'                     14,067   810  (9,1  (12,  (2,3
equity (deficit)                                 48)  340)   02)
</TABLE>

ITEM  7.   Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations.

Results of Operations

      Net  sales for 1996 were $67.4 million versus $62.5 million
in 1995 and $55.6 million in 1994. The increase from 1995 to 1996
is  attributed  to  higher commercial net sales  volume  of  $1.9
million, higher automotive net sales volume of $3.4 million and a
slightly    lower    net   sales   volume   of   high-reliability
optoelectronic products of $.4 million. The increase from 1994 to
1995  was a result of higher commercial net sales volume of  $4.5
million,  higher automotive net sales volume of $1.2 million  and
an increase in high-reliability optoelectronics product net sales
of $1.2 million.

      Cost  of sales in 1996 was 58% of net sales versus  62%  in
1995 and 69% in 1994.  The improvements in 1996 and 1995 are  the
result of higher production volumes resulting in lower unabsorbed
fixed  costs,  continued  efforts to reduce  manufacturing  cycle
times,  favorable Mexico exchange rates as well as cost reduction
and  yield  improvement programs.  In addition,  1995  showed  an
improvement  of $1.3 million, or 2% of net sales, resulting  from
the  absence  of  additional provisions for excess  and  obsolete
inventories versus 1994.

      Product  development and engineering expenses in 1996  were
$4.9  million  or 7.3% of net sales compared to $3.8  million  or
6.1%  of  net  sales in 1995 and $3.6 million or  6.5%  in  1994.
These expenses are related to the development of new products and
processes  as  well as sustaining engineering.  The  increase  in
1996  relates  to  additional development costs for  fiber  optic
connectors,  used  in  telecommunications,  and  magnetoresistive
technologies,  used  primarily in  automotive  applications.   In
addition,   certain  expenses  were  incurred   relative   to   a
refurbishment  of  the engineering and product development  labs.
The  improvement in the percent to net sales in 1995 was  due  to
net  sales increasing at a greater rate than expenses.  In  1997,
the  Company  will  continue  to  emphasize  development  of  new
products in support of its strategic growth plan.

      Selling,  general and administrative expenses in 1996  were
$8.3  million  or 12.3% of net sales, versus 11.3%  in  1995  and
11.8%  in  1994. The increase in expenses over 1995 was primarily
attributable  to sales commission rates and expenses  related  to
refurbishment of the sales and customers service areas.

     Operating income was $15.2 million in 1996, $13.1 million in
1995  and $7.2 million in 1994. The improvements in 1996 and 1995
were  the  result of the aforementioned increase in sales  volume
and improvements in cost of sales as discussed above.

      Other expenses consist primarily of interest expense  which
decreased in 1996 and 1995 due to the continued reduction of long-
term debt.

     Income tax expense was $1.1 million, or 1.7% of net sales in
1996 versus $.2 million, or 0.3%, in 1995.  This is the result of
the  Company  fully  utilizing its tax loss  carryforward  during
1996.

     As a result of the factors discussed above, net earnings for
1996  were  $12.9 million versus $9.8 million in  1995  and  $3.2
million  in 1994.

Liquidity and Capital Resources

      As  reflected  in the Company's consolidated statements  of
cash  flows,  Optek generated approximately $14 million  in  cash
from operations in  fiscal year 1996.  The largest single use  of
cash  flow  continued  to  be  the  reduction  of  the  Company's
outstanding debt, approximately $13 million in fiscal year  1996.
The  remainder  of  approximately $1 million  was  used  for  the
purchase  of manufacturing equipment.  Operating cash flows  were
$14  million  in  1995 and $8 million in 1994.  The  year-to-year
improvements were a direct result of the factors discussed  above
under the caption titled Results of Operations.

      The  Company  anticipates  a need  for  additional  capital
spending in 1997 to support potential increases in demand  during
1998  and 1999.  The Company also anticipates higher expenditures
for  federal  income  taxes in 1997 due  to  the  Company's  full
utilization of tax loss carryforward during 1996.

      A  credit agreement with a financial institution at January
20, 1994, provided a $38.8 million line of credit consisting of a
$10.5  million working capital line and a $28.3 million revolving
term  loan.     Amounts drawn on the working  capital  line  bear
interest  at  1  ??  percentage points over  the  reference  rate
announced  from  time  to  time by the  First  National  Bank  of
Chicago, Chicago, Illinois and mature on October 31, 1997, with a
one year extensions if no default exists under the loan documents
at maturity.  Interest accrues on the revolving line of credit at
various rates by tranche, a summary of which is set forth in Note
5  to  the  Consolidated  Financial Statements  included  herein.
Subsequent to October 25, 1996, the effective interest  rate  was
reduced from 1.5 percentage points over the reference rate to  .5
percentage points over.
      Availability  on  the revolving term loan  was  reduced  to
$8,000  as  of  November  1,  1995.  On  November  1,  1996,  the
revolving  line  was retired using the available working  capital
line.

     The Company was in compliance during 1996 with the financial
and  other  covenants contained in its loan documents.   Although
Optek's  ability  to  fund research and development  and  capital
expenditures  is constrained by the terms of the loan  documents,
management believes that its working relationship with its lender
is good and that these facilities will be adequate to finance the
Company's needs for the foreseeable future.  Management  believes
that  cash  flow from operations will be adequate to  retire  its
outstanding balance of long term debt during fiscal 1997.

Recently Issued Accounting Pronouncements

     The Financial Accounting Standards Board recently issued two
standards which will be applicable to the Company, but which  the
Company  has  not  yet  adopted.  No. 121,  "Accounting  for  the
Impairment of Long-Lived Assets and for Long-Lived Assets  to  be
Disposed of" is not expected to have a significant impact on  the
Company.   No.  123,  "Accounting for Stock-Based  Compensation,"
which  is  effective  for the Company beginning  in  1997,  gives
companies  the option to adopt the fair value method for  expense
recognition of employee stock options or to continue  to  account
for  stock  options  and stock based awards using  the  intrinsic
value  method  as  outlined  under  Accounting  Principles  Board
Opinion No. 25, "Accounting for Stock Issued to Employees"  ("APB
25")  and  to  make pro forma disclosures of net income  and  net
income  per  share as if the fair value method had been  applied.
The  Company expects to continue to apply APB 25 for future stock
options and stock based awards.

ITEM 8.  Financial Statements and Supplemental Data.

     Included on pages F-1 through F-11 hereof.

ITEM 9.  Changes in and Disagreements on Accounting and Financial
Disclosure.

     None.

                            PART III
                                
ITEM 10.  Directors and Executive Officers of the Registrant.

       Information  relating  to  the  Company's  Directors   and
executive  officers is set forth under the heading  "Election  of
Directors and Information as to Directors, Nominees and Executive
Officers" in the Company's definitive proxy statement relating to
the Company's Annual Meeting of Stockholders to be held March 19,
1997,  which  will  be  filed with the  Securities  and  Exchange
Commission on or about January 29, 1997, and such information  is
incorporated herein by reference.

ITEM 11.  Executive Compensation.

      Information relating to executive compensation is set forth
under  the  heading  "Executive Compensation"  in  the  Company's
definitive  proxy  statement relating  to  the  Company's  Annual
Meeting of Stockholders to be held March 19, 1997, which will  be
filed  with  the Securities and Exchange Commission on  or  about
January 29, 1997, and such information is incorporated herein  by
reference.

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

      Information relating to the ownership of certain beneficial
owners and management of the Company's Common Stock is set  forth
under  the  heading  "Securities Ownership of Certain  Beneficial
Owners   and  Management"  in  the  Company's  definitive   proxy
statement   relating   to  the  Company's   Annual   Meeting   of
Stockholders to be held March 19, 1997, which will be filed  with
the  Securities and Exchange Commission on or about  January  29,
1997, and such information is incorporated herein by reference.


ITEM 13.  Certain Relationships and Related Transactions.

      Information  relating  to  the business  relationships  and
related  transactions  with respect to the  Company  and  certain
Directors  and nominees for election as Directors  is  set  forth
under   the  heading  "Certain  Transactions"  in  the  Company's
definitive  proxy  statement relating  to  the  Company's  Annual
Meeting of Stockholders to be held March 19, 1997, which will  be
filed  with  the Securities and Exchange Commission on  or  about
January 29, 1997, and such information is incorporated herein  by
reference.
                                
                                
                             PART IV
                                
ITEM  14.   Exhibits, Financial Statements & Financial  Statement
Schedules and Reports on Form 8-K.

      1.Financial Statements included in Part II (Item 8) of this
report:
       Independent Auditors' Report;
        Consolidated Balance Sheets as of October  25,  1996  and
October 27, 1995;
        Consolidated  Statements of Income for  the  three  years
ended October 25, 1996;
        Consolidated Statements of Stockholders' Equity (Deficit)
for the three years ended October 25,
          1996;
        Consolidated Statements of Cash Flows for the three years
ended October 25, 1996;
       Notes to Consolidated Financial Statements.

       2.Financial Statement Schedules included in Part IV  (Item
       14)  of  this  report  for the three  fiscal  years  ended
       October 25, 1996:

       Independent Auditors' Report;
       Schedule II - Valuation and Qualifying Accounts;
       All   other   schedules  are  omitted,  as  the   required
       information   is   inapplicable  or  the  information   is
       presented  in  the  consolidated financial  statements  or
       related notes.

     No.                         Exhibits
     3.7   Bylaws of Optek Technology, Inc. (1).
       3.8    Restated  Certificate  of  Incorporation  of  Optek
Technology, Inc. dated August 27, 1987 (2).
     10.1   Restated and Amended 1983 Incentive Stock Option Plan
(1).
    10.2   Form of Incentive Stock Option Agreement (1).
           10.33First  Amended  and Restated Registration  Rights
           Agreement  dated  as  of  July  1,  1988  among  Optek
           Technology,   Inc.,   Allstate   Insurance    Company,
           Metropolitan  Life  Insurance Company,  Burch  Venture
           Investors,  The  Confederate Venture  Fund,  James  D.
           Crownover,  Jack  C. Massey, Rauscher Pierce  Refsnes,
           Inc.,   Equitable  Enskilda  Securities  Limited   and
           Household Commercial Financial Services, Inc. (3).

   10.38   Form of Director Warrant to Purchase Common Stock (4).
   10.47   Long-Term Stock Investment Plan (5).
   10.48   Directors' Formula Award Plan (5).
           10.49Amended  and  Restated Secured  Credit  Agreement
           dated January 20, 1994 between Optek Technology,  Inc.
           and  Household  Commercial  Financial  Services,  Inc.
           (6).

    10.52   Warrant to Purchase Common Stock of Optek Technology,
Inc. dated May 20, 1993 (7).
    10.53   Warrant to Purchase Common Stock of Optek Technology,
Inc. dated November 22, 1993 (7).
    10.54   Warrant to Purchase Common Stock of Optek Technology,
Inc. dated November 22, 1993 (7).
   10.59   Form of Stock Option Agreement (7).
           10.60Amended  and Restated Warrant to Purchase  Common
           Stock  of  Optek Technology, Inc. Dated  December  13,
           1995 (8).
           10.61Employment  Agreement between  Optek  Technology,
           Inc. and Thomas R. Filesi.
           10.62Consulting  Agreement between  Optek  Technology,
           Inc. and Grant A. Dove.
           10.63Employment  Agreement between  Optek  Technology,
           Inc. and William J. Collinsworth.
           10.64Employment  Agreement between  Optek  Technology,
           Inc. and Richard Dahlberg.
           10.65Employment  Agreement between  Optek  Technology,
           Inc. and Thomas Garrett.
           10.66Employment  Agreement between  Optek  Technology,
           Inc. and Robert Kosobucki.
           10.67Amended  and  restated  Optek  Technology,   Inc.
           401(k) Plan.
    11.1   Statement Regarding Computation of Per Share Earnings.
      22   Subsidiaries of the Registrant.
      23   Independent Auditors' Consent.

     (1)Previously  filed  as Exhibits 3.7,  10.1  and  10.2,  to
     registrant's  Registration Statement on Form  S-1,  No.  33-
     14885, and incorporated herein by reference.

     (2)Previously   filed   as  Exhibit  3.8   to   registrant's
     Registration  Statement on Form 8-A  filed  on  October  15,
     1987, and incorporated herein by reference.

     (3)Previously filed as Exhibit 4 to Schedule 13D dated  July
     21,  1988  filed on behalf of Household Commercial Financial
     Services, Inc., and incorporated herein by reference.

     (4)Previously filed as Exhibit 10.38 to registrant's  Annual
     Report  on  Form 10-K for the fiscal year ended October  28,
     1988 and incorporated herein by reference.

     (5)Previously  filed  as  Exhibits  10.47   and   10.48   to
     registrant's Annual Report on Form 10-K for the fiscal  year
     ended   October   25,  1991  and  incorporated   herein   by
     reference.

     (6)Previously  filed  as  Exhibits  10.49   to  registrant's
     Annual  Report  on  Form  10-K for  the  fiscal  year  ended
     October 29, 1993 and incorporated herein by reference.

     (7)Previously filed as Exhibits 10.52, 10.53  and  10.54  to
     registrant's Annual Report on Form 10-K for the fiscal  year
     ended October 28, 1994 and incorporated by reference.

     (8)Previously filed as Exhibit 10.60 to registrant's  Annual
     Report  on  Form 10-K for the fiscal year ended October  27,
     1995 and incorporated by reference.

     (b)  Reports on Form 8-K.

     The  Company filed no reports on Form 8-K during the quarter
     ended October 25, 1996.

<PAGE>
KPMG Peat Marwick LLP
           Certified Public Accountants

                                
                                
                                
                  INDEPENDENT AUDITORS' REPORT
                                



The Board of Directors and Stockholders
Optek Technology, Inc.:


        We  have  audited  the accompanying consolidated  balance
sheets  of Optek Technology, Inc. and subsidiaries as of  October
25,  1996  and  October  27, 1995, and the  related  consolidated
statements of operations, stockholders' equity (deficit) and cash
flows  for  each  of  the  years in the three-year  period  ended
October  25,  1996.  These consolidated financial statements  are
the    responsibility   of   the   Company's   management.    Our
responsibility  is  to express an opinion on  these  consolidated
financial statements 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  are   free   of   material
misstatement.   An  audit includes examining, on  a  test  basis,
evidence  supporting the amounts and disclosures in the financial
statements.   An  audit  also includes assessing  the  accounting
principles used and significant estimates made by management,  as
well  as evaluating the overall financial statement presentation.
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 Optek Technology, Inc. and subsidiaries  as
of  October  25,  1996 and October 27, 1995, and the  results  of
their  operations and their cash flows for each of the  years  in
the  three-year period ended October 25, 1996, in conformity with
generally accepted accounting principles.


                                   KPMG PEAT MARWICK LLP





Dallas, Texas
December 6, 1996

<PAGE>
                     OPTEK TECHNOLOGY, INC.
                   CONSOLIDATED BALANCE SHEETS
         (in thousands, except share and per share data)
                                
                                
<TABLE>
                                
<CAPTION>                                     Octob    Octob    
                                               er        er
                                               25,      27,
                                              1996      1995
                   ASSETS                       
                                                                 
Current assets:                                                  
<S>                                           <C>    < <C>     <
                                                     C         C
                                                     >         >
   Cash                                           $         $    
                                                594       928
   Accounts receivable, net of allowance for                     
doubtful accounts and
      customer returns of $1,095 in 1996 and  7,288     6,931    
$975 in 1995
   Inventories (note 2)                       6,007     5,284    
   Deferred income taxes (note 7)             1,142         -    
   Prepaid expenses                                              
                                                 82        60
         Total current assets                                    
                                              15,11     13,20
                                                  3         3
                                                                 
Property, plant and equipment, net  (note 3)  11,15     12,66    
                                                  0         4
Other assets                                                     
                                                 96       198
                                              $26,3     $26,0    
                                                 59        65
                                                                 
    LIABILITIES AND STOCKHOLDERS' EQUITY        
                                                                 
Current liabilities:                                             
   Accounts payable                               $         $    
                                              2,331     2,339
   Accrued expenses (note 4)                                     
                                              5,345     5,857
   Checks not presented for payment                              
                                                779       979
         Total current liabilities            8,455     9,175    
                                                                 
Long-term debt (note 5)                       3,428     15,99    
                                                            6
Other liabilities                               100        84    
Deferred income taxes (note 7)                                   
                                                309         -
                                                                 
Stockholders' equity (notes 5 and 6):                            
   Preferred stock, $.01 par value.               -         -    
Authorized 1,000,000 shares; none issued
   Common stock, $.01 par value.  Authorized                     
12,000,000 shares;
      issued  and outstanding 3,912,915                          
shares in 1996 and 3,444,624 shares              39        34
      in 1995
   Additional paid-in-capital                 13,37     13,01    
                                                  3         6
   Retained earnings (accumulated deficit)              (12,2  
                                                655       40)
         Total stockholders' equity           14,06              
                                                  7       810
                                              $26,3     $26,0    
                                                 59        65
</TABLE>

  See accompanying notes to consolidated financial statements.
                                





<PAGE>
                     OPTEK TECHNOLOGY, INC.
               CONSOLIDATED  STATEMENTS OF INCOME
         (in thousands, except share and per share data)
<TABLE>
<CAPTION>                                
                                
                                              Year ended
                                                          
                                       Octobe  Octobe  Octobe
                                        r 25,   r 27,   r 28,
                                        1996     1995   1994
<S>                                   <C>     <C>      <C>                                                              
Net sales                               $67,39  $62,54  $55,62
                                             5       2       5
                                                              
Costs and expenses:
   Cost of sales                        39,010  38,513  38,269
   Product development expenses          1,348     650     582
   Engineering expenses                  3,585   3,191   3,009
   Selling expenses                      5,087   4,245   3,950
   General and administrative expenses                        
                                         3,179   2,845   2,586
         Total costs and expenses       52,209  49,444  48,396
         Operating income               15,186  13,098        
                                                         7,229
                                                              
Other expenses:
   Interest expense                      1,292   2,960   3,685
   Other expense (income), net                                
                                         (145)     142     365
         Total other expenses                            4,050
                                         1,147   3,102
         Earnings before income taxes   14,039   9,996   3,179
                                                              
Income tax expense (note 7)                                   
                                         1,144     158       -
         Net earnings                   $12,89       $       $
                                             5   9,838   3,179
                                                              
Earnings per common  and common share        $       $       $
equivalents                               1.69    1.40     .47
                                                              
Average common and common share         7,626,  7,027,  7,108,
equivalents                                914     181     016
                                                              
</TABLE>


  See accompanying notes to consolidated financial statements.
                                
                                
<PAGE>
                     OPTEK TECHNOLOGY, INC.
    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                (in thousands, except share data)


<TABLE>

<CAPTION>                                        Retain   Total
                                           Addi-   ed     stock-
                          Common   Common  tion  earnin  holders
                           Stock   stock    al     gs       '
                                           paid- (accum-  equity
                                            in   ulated
<S>                       <C>      <C>     <C>   <C>     <C>
                                                             
                          Shares   Amount  capi          (defici
                                            tal  defici     t)
                                                   t)
Balance at October 29,     3,222,   $  32   $12,  $(25,2  $(12,34
1993                          305            885     57)       0)
   Exercise of incentive   10,556       -     13       -       13
stock options
   Net earnings                 -       -      -            3,179
                                                   3,179
                                                                 
Balance at October 28,     3,232,      32   12,8  (22,07  (9,148)
1994                          861             98      8)
   Exercise of incentive                                         
stock options              211,76       2    118       -      120
      and warrants              3
   Net earnings                 -       -      -   9,838    9,838
                                                                 
Balance at October 27,     3,444,      34   13,0  (12,24      810
1995                          624             16      0)
   Exercise of incentive                                         
stock options
      and warrants         468,29       5    357       -      362
                                1
   Net earnings                 -       -      -           12,895
                                                  12,895
                                                                 
Balance at October 25,     3,912,   $  39   $13,       $  $14,067
1996                          915            373     655
</TABLE>


  See accompanying notes to consolidated financial statements.
                                
<PAGE>
                     OPTEK TECHNOLOGY, INC.
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (in thousands)
                                
<TABLE>

<CAPTION>                                        
                                              YearsE
                                               nded
                                                      
                                      Octo  Octobe Octobe
                                      ber   r 27,   r 28,
                                      25,    1995   1994
                                      1996
<S>                                   <C>   <C>    <C>
                                                          
Cash flows from operating activities:
   Net earnings                       $12,       $       $
                                       895   9,838   3,179
   Adjustments to reconcile net                           
earnings to net cash provided by
      operating activities:
      Depreciation and amortization   2,94   2,722   2,705
                                         4
      Gain on sale of property, plant    -    (25)   (220)
and equipment
      Deferred income taxes            (833      -       -
                                          )
      Changes in assets and                               
liabilities:
         Accounts receivable           (357  (242)     259
                                          )
         Inventories, prepaid          (643    607   1,881
expenses and other assets                 )
         Accounts payable, accrued                        
expenses and other liabilities         (504    746     169
                                          )
            Net cash provided by      13,5                
operating activities                    02  13,646   7,973
                                                          
Cash flows from investing activities:                     
   Purchase of property, plant and     (1,4 (1,121   (898)
equipment                               32)      )
   Proceeds from sale of property,                        
plant and equipment                      2      25     681
            Net cash used in                              
investing activities                   (1,4 (1,096   (217)
                                        30)      )
                                                          
Cash flows from financing activities:                     
   Net repayment under long-term bank  (12, (12,69  (7,780
debt                                   568)     6)       )
   Net proceeds from exercise of       362     120      13
stock options and warrants
   Other financing activities                          100
                                       (200    230
                                          )
            Net cash used in           (12, (12,34        
financing activities                   406)     6)  (7,667
                                                         )
                                                          
Effect of exchange rate changes on                        
cash                                     -       2    (25)
                                                          
Net increase (decrease) in cash        (334    206      64
                                          )
Cash at beginning of year                                 
                                       928     722     658
Cash at end of year                      $       $       $
                                       594     928     722
                                                          
Interest payments                        $       $       $
                                      1,34   3,075   3,719
                                         6
                                                          
Income tax payments                      $       $       $
                                      2,08     123       -
                                         9
</TABLE>
                                
                                
  See accompanying notes to consolidated financial statements.
                                
                                
                                



<PAGE>
                     OPTEK TECHNOLOGY, INC.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Years ended October 25, 1996, October 27, 1995 and October 28,
                              1994
            (dollars in thousands except share data)
                                

(1)  Summary of Significant Accounting Policies

  (a)     General Information

      Optek  Technology, Inc. and subsidiaries (Company)  design,
manufacture  and  market custom infrared optoelectronic  devices,
magnetic  field sensing devices and fiber optic transmitters  and
receivers.   A substantial portion of the Company's products  are
manufactured by a wholly-owned subsidiary located in Mexico.  Net
assets  located  at that subsidiary were $6,334  at  October  25,
1996, and $6,852 at October 27, 1995.

      The Company uses a fiscal year ending on the last Friday in
October.

  (b)     Principles of Consolidation

      The  accompanying consolidated financial statements include
the  accounts  of  Optek Technology, Inc. and  its  wholly  owned
subsidiaries.    All   significant  intercompany   accounts   and
transactions have been eliminated in consolidation.

  (c)     Revenue Recognition

      Revenues from product sales are recognized at the  time  of
shipment to the customer.  Certain shipments to distributors  are
subject  to  limited  right-of-return  provisions.   The  Company
provides for estimated returns when material.

  (d)     Use of Estimates

      The preparation of the consolidated 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 consolidated
financial  statements and the reported amounts  of  revenues  and
expenses  during the reporting period.  Because  of  the  use  of
estimates  inherent  in the financial reporting  process,  actual
results could differ from those estimates.

  (e)     Inventories

      Inventories are stated at the lower of cost or market on  a
first-in  first-out basis.  The Company continually assesses  the
appropriateness of the inventory valuations giving  consideration
to obsolete and excess inventory.

  (f)     Depreciation

      Depreciation of property, plant and equipment  is  provided
using the straight-line method over the estimated useful life  of
the asset.  Useful lives range from 3 to 20 years.

  (g)     Earnings  per Common Share

      Earnings per common share is based on the weighted  average
number   of   shares   and,  when  dilutive,  equivalent   shares
outstanding  during  each  of  the  periods  presented.   Primary
earnings  per  share and fully diluted earnings  per  share  were
substantially the same in fiscal 1996, 1995, and 1994.   Weighted
average  common shares and common share equivalents when dilutive
were 7,626,914, 7,027,181, and 7,108,016 during fiscal 1996, 1995
and  1994,  respectively.  The calculation of  net  earnings  per
share  in  1996,  1995 and 1994 uses the modified treasury  stock
method.
                                
<PAGE>
                     OPTEK TECHNOLOGY, INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                     (dollars in thousands)

  (h)     Foreign Currency Translation

      The  United  States dollar has been determined  to  be  the
functional  currency for all foreign operations.  Exchange  gains
and  losses  related  to such operations are immaterial  for  all
years presented.

  (i)     Income Taxes

       The  Company  uses  the  asset  and  liability  method  of
accounting  for  income taxes.  Under this method,  deferred  tax
assets  and  liabilities  are  recognized  for  the  future   tax
consequences  attributable to differences between  the  financial
statement carrying amounts of existing assets and liabilities and
their respective tax bases.

  (j)     Reclassifications

      Certain amounts in the 1995 and 1994 consolidated financial
statements  have  been reclassified to conform with  the  current
year's presentation.

(2)  Inventories

        A  summary of inventories at October 25, 1996 and October
27, 1995 follows:
<TABLE>

<CAPTION>                                 1996       1995

<S>                                  < <C>      < <C>
                                     C          C
                                     >          >
Finished goods                          $1,109     $1,186
Work in process                          3,323      3,393
Raw materials                            3,381      3,158
Reserve  for  excess  and  obsolete    (1,806)    (2,453)
inventory
                                        $6,007     $5,284
</TABLE>

       The  Company  made  provisions  for  excess  and  obsolete
inventories during fiscal 1995 and 1994 in the amounts of $63 and
$1,298  respectively.  During fiscal 1996, additional  provisions
were  not required due to the Company's utilization of a  portion
of the inventories previously identified as excess.

(3)  Property, Plant and Equipment

        A summary of property, plant and equipment at October 25,
1996 and October 27, 1995 follows:
<TABLE>

<CAPTION>                    1996     1995

<S>                      <C>      <C>
Land                      $ 3,137  $ 3,137
Buildings           and     5,288    8,886
improvements
Equipment                  18,238   21,259
                           26,663   33,282
Accumulated              (15,513) (20,618)
depreciation
                          $11,150  $12,664
</TABLE>

(4)  Accrued Expenses

        A  summary  of accrued expenses at October 25,  1996  and
October 27, 1995 follows:
<TABLE>

<CAPTION>                 1996    1995

<S>                     <C>     <C>
Employee       related  $2,778  $2,729
accruals
Property taxes             322     283
Customer tooling           290     278
Other                    1,955   2,567
                        $5,345  $5,857
</TABLE>

                                
<PAGE>
                     OPTEK TECHNOLOGY, INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                     (dollars in thousands)
                                
(5)  Long-term Debt

        The  following is a summary of long-term debt at  October
25, 1996 and October 27, 1995:
<TABLE>
<CAPTION>                                    1996    1995

<S>                                       <C>     <C>
$10,500 working capital line of credit                   
from a financial                                         
   institution; interest at the                          
corporate base rate at the First                $       $
   National Bank of Chicago (8.25% at           1       1
October 25, 1996)
   plus 1.5%; interest payable monthly
(a)
$21,900 revolving term loan from a                       
financial institution with
   annual scheduled principal reductions
through October 31,
   1998; interest rates and associated
outstanding amounts are
   as follows:
   Corporate base rate at the First                      
National Bank of Chicago                        -   1,080
        plus 2.0%, interest payable
monthly (b)
   Corporate base rate at the First                      
National Bank of Chicago                    3,427   6,000
        plus 4.0%; interest payable
monthly (b)
   12.20%; interest payable monthly (b)         -   6,915
   12.34%; interest payable monthly (b)         -   2,000
                                           $3,428  $15,99
                                                        6
</TABLE>

       (a)                                 The   working  capital
       commitment is scheduled to expire October 31, 1997 and  is
       renewable  at  the option of the Company  for  a  one-year
       term, provided no event of default has occurred, and  will
       be  renewable after October 31, 1998 at the option of  the
       lender.

       Subsequent  to  October 25, 1996, the  effective  interest
       rate  on  the  working capital line was reduced  from  1.5
       points  over the corporate base lending rate to .5  points
       over.

       (b)                                     The      financial
       institution is entitled to additional contingent  interest
       in  the  event  of a future sale of the Company  or  third
       party  refinancing of the Company's loans.  The additional
       interest would be equal to the difference between 18%  and
       the  applicable  interest rate on the outstanding  balance
       on  certain  portions of the debt for the  period  January
       20, 1994 through the date of the event.

      The  Company  must  comply  with specific  affirmative  and
negative covenants which require the Company, among other things,
to maintain minimum net worth, as defined, and to satisfy certain
financial  ratios.   The  covenants  also  restrict  investments,
capital expenditures and additional debt and prohibit payment  of
dividends.  The Company was in compliance with all debt covenants
during fiscal 1996.

      All loans from the financial institution are secured by all
real  and  personal property of the Company.  For loans from  the
financial institution, a commitment fee accrues at .5 percent per
annum on the daily average balance of the unused commitment.

     The Company has granted the financial institution a warrant,
as  amended on December 13, 1995, to purchase 3,150,000 shares of
the Company's common stock at an exercise price of $.50 per share
which  expires  on  October 31, 1998.   The  exercise  price  may
decrease  to $.01 if the Company's cumulative adjusted  operating
profit  is  less than stipulated minimums through the earlier  of
the date the warrants are exercised, the date the Company is sold
or  October 31, 1998.  The Company was in compliance with minimum
adjusted  operating profit requirement during fiscal  1996.   The
warrant  also  contains certain antidilutive provisions,  certain
registration rights upon the occurrence of a public offering  and
certain demand rights for such a registration.

                                
<PAGE>
                     OPTEK TECHNOLOGY, INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                     (dollars in thousands)
                                
     The Company has entered into bank agency agreements with the
financial institution which specify that throughout the  term  of
the  credit  agreement,  the  agent  bank  shall  be  pledgee-in-
possession (for the benefit of the lender) of lock boxes,  master
accounts and all cash instruments of the Company.  Available cash
balances in excess of $300 are applied against long-term debt and
are  available  for re-borrowing according to the  terms  of  the
agreement.

      Availability  on  the revolving term loan  was  reduced  to
$8,000  as  of  November  1,  1995.  On  November  1,  1996,  the
revolving  line  was retired using the available working  capital
line.

(6)  Stockholders' Equity

      During  fiscal  1992, the Company implemented  a  long-term
stock investment plan (Investment Plan) which allows the granting
of  options  to  key employees and non-employee advisors  to  the
Company  to  purchase  up to 1,000,000 shares  of  the  Company's
authorized  but unissued common stock at an exercise price  equal
to  the  fair  market value on the date of grant.  During  fiscal
1995,  the  Company increased the authorized but unissued  common
stock   available  for  this  plan  to  1,500,000  shares.    The
Investment Plan allows the granting of rights to receive cash  or
to acquire shares of common stock equal to the difference between
the exercise price and the current market price of stock issuable
pursuant  to exercisable options.  No rights to receive  cash  in
lieu  of  common stock have been granted as of October 25,  1996.
During  fiscal 1996, 156,000 options were granted,  370,202  were
exercised  and  17,665  were terminated.   A  summary  of  option
activity under the Investment Plan since inception follows:
<TABLE>

<CAPTION>                      1996    1995     1994

<S>                           <C>     <C>      <C>
Options    outstanding    at   818,82  867,82  89,070
beginning of year                   5       0
Granted                        156,00  200,65  799,60
                                    0       0       0
Exercised                      (370,2  (177,2       -
                                  02)     80)
Canceled                       (17,66  (72,36  (20,85
                                   5)      5)      0)
Options outstanding at  year   586,95  818,82  867,82
end                                 8       5       0
                                                     
Option   price   range   for                         
options granted
    during the year             $7.66   $1.80   $0.19
                                   to      to      to
                               $11.97   $6.05   $1.38
                                                     
Options exercisable at  year   152,58  253,73  52,430
end                                 0       2
Options available for  grant   365,56  503,89  132,18
at year end                         0       5       0
</TABLE>

      During  fiscal 1983, the Company implemented  an  incentive
stock option plan (Incentive Plan) which allowed the granting  of
options, exercisable for up to ten years after the date of grant,
to  key  employees  to  purchase  the  Company's  authorized  but
unissued  common  stock at an exercise price equal  to  the  fair
market  value  on the date of grant.  The Incentive Plan  expired
during  fiscal  1993.   During fiscal 1996, options  to  purchase
84,089  shares  of  common  stock  were  exercised.   Under   the
Incentive  Plan,  options  outstanding  and  exercisable  totaled
63,866  at exercise prices of $1.13 to $5.18 per share at October
25, 1996.

     During fiscal 1993 and 1994, the Company granted warrants to
purchase  up  to  8,759   and 170,042  shares  of  common  stock,
respectively,   to  a  director  in  partial  consideration   for
consulting  services.  Previous grants, in the amount  of  82,500
shares, were made to certain non-employee directors and advisors.
During  fiscal 1995, warrants to purchase 16,000 shares of common
stock  were  exercised.   During  fiscal  1996,  11,500  warrants
expired.   Excluding warrants granted to financial  institutions,
the   Company,   at  October  25,  1996,  had  233,801   warrants
outstanding  and exercisable at $.19 to $6.00 per share  expiring
December 1996 through November 1998.

     During fiscal 1992, the Company adopted a directors' formula
award plan (Directors' Plan) which provides for the  granting  of
options   to   directors of  the  Company  to  purchase   up   to
200,000  shares  of  the  Company's
                                
<PAGE>
                     OPTEK TECHNOLOGY, INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                     (dollars in thousands)
                                
authorized  but unissued common stock at an exercise price  equal
to  the  fair market value on the date of grant.  Each individual
elected or reelected to serve as a director of the Company who is
not  a  full-time  employee of the Company will automatically  be
awarded  options to purchase up to 3,500 shares of common  stock.
Options  granted   under  the  Directors' Plan   vest   if   such
individual  continues  to serve as a  Director  of  the   Company
until  the next annual meeting of the Company's stockholders  and
are exercisable for a period of ten years from the date of grant.
During fiscal 1996, 14,000 options to purchase common stock  were
exercised.  At October 25, 1996 there are 59,500 director options
outstanding of which 45,500 are currently exercisable  from  $.44
to $11.97 per share.

(7)  Income Taxes

      Income  tax expense differs from the "expected" tax expense
computed  by applying the U.S. corporate income tax rate  of  35%
for  fiscal  1996  and 34% for fiscal 1995 and 1994  to  earnings
before income taxes as follows:
<TABLE>

<CAPTION>                                                  
                                       1996    1995    1994
<S>                                  <C>    <C>     <C>
Expected tax expense                      $       $       $
                                      4,914   3,399   1,081
Realization of benefits of tax loss  (3,238  (3,853   (305)
carryforwards                             )       )
Change in valuation allowance net                          
of loss carryforward                  (209)     410   (804)
      realized
Other, net                                                 
                                      (323)     202      28
      Income tax expense                  $       $       $
                                      1,144     158       -
</TABLE>

       The  provision  for  income  taxes  is  comprised  of  the
following:
<TABLE>

<CAPTION>                       
              1996   1995   1994
Current:                        
<S>        <C>      <C>     <C>
   U.S.      $1,88      $      $
Federal          7    158      -
   Foreign      90      -      -
Deferred     (833)      -      -
             $1,14      $      $
                 4    158      -
</TABLE>

      The tax effects of temporary differences that give rise  to
significant  portions of the deferred tax assets and  liabilities
at October 25, 1996 and October 27, 1995 are presented below:
<TABLE>

<CAPTION>                                        1995
                                        1996
Deferred tax assets:                                 
<S>                                  <C>     <C>
   Net operating loss carryforwards        $  $ 3,238
                                           -
   Accounts receivable allowances        372      332
   Inventory allowances                  525      724
   Accrued expenses and other            603      838
Less valuation allowance               (358)  (3,805)
      Deferred tax assets              1,142    1,327
                                                     
Deferred tax liabilities:                            
   Differences between book and tax    (309)  (1,327)
basis of assets
      Net deferred tax assets         $  833        $
                                                    -
</TABLE>




                                
<PAGE>
                     OPTEK TECHNOLOGY, INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                     (dollars in thousands)
                                
      The  valuation allowance for deferred tax assets at October
25, 1996 was $358.  The net change in the valuation allowance for
the  year  ended  October 25, 1996 and October  27,  1995  was  a
decrease  of  $3,447  and  $3,443, respectively.   Based  on  the
Company's historical and current earnings, management believes it
is  more  likely  than  not  that the Company  will  realize  the
benefits  of its net deferred tax assets existing at October  25,
1996.

(8)  Operating Leases

     The Company and its subsidiaries lease certain manufacturing
facilities  and equipment under noncancellable operating  leases.
Future  minimum lease payments as of October 25, 1996  under  all
such  operating leases are as follows:  1997, $381;  1998,  $110;
1999,  $43; 2000, $20; and 2001, $3.  Rental expense was $399  in
1996, $412 in 1995, and $382 in 1994.

(9)  Credit Risk and Major Customer Information

      Substantially all of the Company's sales are made on credit
on  an unsecured basis.  The Company evaluates credit risks on an
individual  basis  before extending credit to its  customers  and
believes  the allowance for doubtful accounts adequately provides
for losses on uncollectible accounts.

      During  fiscal  1996, the Company's ten  largest  customers
accounted for approximately 62% of net sales.  Such customers are
involved   primarily  in  the  automotive  and  office  equipment
industries.   During fiscal 1996, sales to one  customer  in  the
automotive industry were 11% of sales, versus 13% in 1995 and 14%
in  1994,  and  sales  to one customer in  the  office  equipment
industry was 11% of sales versus 13% in 1995 and 15% in 1994.

      Aggregate  export  sales  to  unaffiliated  customers  were
$18,865  in  1996, $16,856 in 1995 and $14,406 in  1994.   Export
sales were primarily to customers in Western Europe.

(10) Employee Benefit Plan

      All  U.S.  paid  employees of the Company are  entitled  to
participate in the Optek Technology, Inc. Profit-Sharing Plan and
Trust  (Profit-Sharing  Plan).  Pursuant  to  the  Profit-Sharing
Plan,  employees may request the Company to deduct and contribute
up  to  15%  of  their salary.  The Company  has  the  option  to
contribute   up  to  2%  of  the  employee's  salary.    Employer
contributions vest ratably over a period of five years.   Vesting
occurs  after  each year in which employees accumulate  at  least
1,000 hours of service.  An employee's vested account balance  is
distributable  either  upon termination of  employment  or  after
attaining  a  certain  age.   During  fiscal  1996,  the  Company
provided  for  contributions to the Profit-Sharing Plan  totaling
$140  to be paid the first quarter of fiscal 1997.  During fiscal
1995   and   1994   the  Company  contributed  $139   and   $118,
respectively.

(11) Contingencies

     The Company is involved in various claims and legal actions
arising in the ordinary course of business.  In the opinion of
management, the ultimate disposition of these matters will not
have a material affect on the  Company's financial position or
results of operations
                                
                                
<PAGE>
                           SIGNATURES
                                
      Pursuant to the requirements of Section 13 or 15(d) of  the
Securities  Exchange Act of 1934, the registrant has duly  caused
this  report  to  be  signed on its behalf  by  the  undersigned,
thereunder duly authorized.

                              OPTEK TECHNOLOGY, INC.






                                By      /s/    Thomas  R.  Filesi
 .
                                Thomas  R. Filesi, President  and
Chief Executive Officer

Dated:  January 22, 1997

      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/   Thomas R. Filesi                        .  President,
Chief Executive
       Thomas R. Filesi        Officer and Director
                               (Principal Executive Officer)

      /s/    William  J.  Collinsworth                .      Vice
President - Finance
                   William             J.            Collinsworth
Treasurer and Assistant
                               Secretary (Principal Financial
                               and Accounting Officer)

      /s/    Grant A. Dove                            .  Chairman
of the Board
        Grant  A. Dove           and Director             January
22, 1997

     /s/   Rodes Ennis                               . Director
       Rodes Ennis


     /s/   Michael E. Cahr                         .   Director
       Michael E. Cahr


     /s/   William H. Daughtrey                .       Director
       William H. Daughtrey


     /s/   Wayne Stevenson                       .     Director
     Wayne Stevenson