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 31, 1997 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 31, 1997 was:  $67,909,282 (* see
note on index page).

The number of shares outstanding of each class of registrant s
common stock as of October 31, 1997 was:  Common Stock, par value
$0.01 per share, 4,259,534 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 17, 1998 are incorporated by
reference in Part III of this Form 10-K.
                                                                 

                                                             
PAGE
<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 ............  9
ITEM 8.   Financial Statements and Supplemental Data .....  11
ITEM 9.   Changes in and Disagreements on Accounting and 
          Financial Disclosure ..........................   11

PART III

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

PART IV AND SIGNATURES

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

INDEPENDENT AUDITORS  REPORT .............................  F-1
SIGNATURES

     *    The figure indicated on the cover page as to the
aggregate market value of shares of the 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 closing price
of the registrant s common stock as reported by the Nasdaq
National Market System as of October 31, 1997.  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 registrants 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.
PAGE
<PAGE>
PART I

ITEM 1.  Business.

Cautionary Statement Regarding Forward-Looking Information

     Certain statements contained in this report, such as those
concerning the Company's business strategy, the expected future
demand for sensor products, capital requirements and other
statements regarding matters that are not historical facts are
forward looking-statements. Because such forward-looking
statements include risks and uncertainties, actual results may
differ materially from those expressed in or implied by such
statements.  Factors that could cause actual results to differ
materially include, but are not limited to, those discussed
herein under "Business" and "Management's Discussion and Analysis
of Financial Condition and Results of Operations". The Company
undertakes no obligation to release publicly the results of any
revisions to these forward-looking statements that may be made to
reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.

Introduction

     Optek Technology, Inc. ("Optek" or the "Company") is a
leading designer and manufacturer of electronic sensor components
and assemblies that detect motion and position for a broad range
of applications.  Because optoelectronic and magnetic sensors
operate without physical contact, they are generally 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 in many instances. 


     The Company utilizes optoelectronic and magnetic field
sensing technologies to target customized, non-standard
applications that require specialized engineering and
manufacturing expertise.  The Company applies its 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 or magnetic sensing technologies.  The
Company sells its products for end use by original equipment
manufacturers (OEMs) in the office equipment, automotive,
industrial, aerospace/defense, medical and communications
markets. The Company believes that in many cases it is the sole
source supplier for specific components and assemblies necessary
for its customers' applications. 

     Prior to fiscal 1992, the Company's sales to the automotive
market were not significant (less than 2% of net sales in fiscal
1991).  In fiscal 1992, the Company began production and sale of
magnetic field sensors for automotive applications and continued
efforts to identify additional applications.  As a result of this
strategic pursuit of the automotive market, by fiscal 1997
automotive sales represented approximately 25% of net sales. 
Because of the Company's engineering and manufacturing expertise
and customer relationships, the Company has been awarded several
additional long-term automotive programs. 

     The Company's manufacturing operations are vertically
integrated with facilities located in Carrollton, Texas and
Juarez, Mexico.  A substantial majority of the Company's products
are assembled in facilities operated by the Company in Juarez,
Mexico.  The Company markets its products through its own
technical sales staff, independent sales representatives and
independent stocking distributors. 
PAGE
<PAGE>
Products and Technology

Optoelectronic Products.  

     The largest portion of the Companys current business is the
design, manufacture and sale of custom devices which use
optoelectronic technology to satisfy customers 
sensing application requirements in all of its major markets. 
Optoelectronic technology uses light to measure or sense position
or motion.  A familiar example of the use of this technology is
its application in certain security 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 (e.g., infrared) light as a means of sensing
motion, speed or position.  The optoelectronic products made by
Optek primarily use infrared light. 
     
     Optek's optoelectronic products consist of: (i) infrared
light emitting and light sensing semiconductor chips; (ii)
discrete components, which are plastic or metal packages housing
the light emitting or light sensing chips described above; (iii)
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 (iv) fiber optic products, which use light
emitting and light sensing technologies to transmit and receive
light signals for data transmission through fiber.

     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.  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 
to the far infrared.  Optek manufactures its own light emitting
chips 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 have varying speed and
sensitivity.  Some chips 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 does design and manufacture custom semiconductor
chips for specific customer applications.

     Most of the light sensing chips manufactured by Optek
produce an analog output which must be processed before it can be
communicated to a digital device.  The Company has also developed
a family of light sensing integrated circuits which 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 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 the
Company's 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
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.  
<PAGE>
     Generally, discrete LED and sensor components are 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 also manufactures various types of detector assemblies
and displays which are used in aerospace/defense 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 also be used to isolate
electrical noise or high voltage from an electrical 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.  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 in conjunction with
ignition systems on automobiles.  

     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 used in an automotive theft deterrent 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.

     Prior to fiscal 1992, the Company's sales to the automotive
market were not significant (less than 2% of net sales in fiscal
1991).  In fiscal 1992, the Company began production and sale of
magnetic field sensors for automotive applications and continued
efforts to identify additional applications.  As a result of this
strategic pursuit of the automotive market, by fiscal 1997
automotive sales represented approximately 25% of net sales. 
Because of the Company's engineering and manufacturing expertise
and customer relationships, the Company has been awarded several
additional long-term automotive programs. Sensor components and
assemblies are being used increasingly by the automotive industry
to improve emission control, fuel economy, safety and
performance, while reducing warranty costs. As a result of this
demand and the Company's strategy to capitalize on trends in the
automotive industry, including single sourcing, the Company
believes that the automotive market represents its most
significant opportunity for growth.  


     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.

PAGE
<PAGE>
Marketing and Sales

     Optek sells its products through its own technical sales
staff, independent sales representatives, and independent
stocking distributors.  At October 31, 1997, Optek employed eight
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 20 independent
sales representatives and 42 stocking distributors, both
domestically and internationally.  

     An 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
typically 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.

     Frequently, especially in automotive applications, the
Company's products continue through development, testing and
qualification phases which involve all aspects of the Company's
engineering and manufacturing expertise.

     The marketing and development process can range from four
months to three years or more from initial customer contact to
purchase order, depending on the complexity of the customer s
requirements.  Automotive applications tend to have a longer
development cycle, typically exceeding three years.  Once a
product is qualified,  subsequent production releases typically
require lead times of six or more weeks.

     Many products sold by the Company are application specific
and, therefore, have life cycles generally ranging from three to
fifteen years.   For example, many products sold to the
automotive industry are model, engine or system specific.  As
described above, lengthy product development cycles requiring
substantial design and qualification are customary in the
sourcing decisions of OEMs.  Therefore, the primary focus of the
Company's sales effort is to develop applications designed into
the products of OEMs during development.

Engineering and Development

     A significant portion of the Company's design and
application expertise is devoted to developing products to
perform specific applications identified with OEMs.  Therefore,
the Companys 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.

     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.

     The Company s engineering expertise in sensor technologies
has likewise facilitated its identification of 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.
<PAGE>
     In order to expand the range of applications which can be
addressed with magnetic sensor devices, the Company has
identified magnetoresistive technology as one 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. Motion and position sensors for electronic ignition
systems in automobiles are applications for magnetoresistive
sensors for which the Company has been awarded additional
programs by an automotive OEM.

     In addition, in order to address certain fiber optic
applications requiring higher data transmission speeds, the
Company has applied a portion of its research activities in
recent years 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. 

Manufacturing

     The Company utilizes a vertically integrated manufacturing
structure to develop new products and to more effectively
compete.  Integrated capabilities enable the
Company to exercise better control through all manufacturng
cycles 
and to effectively respond to customer requests for development
of new
products and design changes to existing products. The Company's
manufacturing capabilities allow the Company to produce sensor
and LED semiconductor chips, tools and plastic molds, plastic
assemblies, discrete, assembly, hybrid and high reliability
components, printed circuit boards and wire and cable assemblies.

     The principal raw materials used by the Company in the
manufacture of its semiconductor chips, components and assemblies
are silicon wafers, gallium wafers, certain 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 magnetic sensor
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.   As is typical in the
industry, the Company allows for a significant lead-time between
order and delivery of raw materials. Presently, the Company uses
sole sources for its requirements of some of the materials used
in its manufacturing operations, which could adversely affect the
Company if any such source failed to deliver for any reason.  The
Company is currently identifying and qualifying additional
sources for these materials.

     Over eighty percent of the Company s components and
assemblies 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 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 the
Company 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.

     Although assembly operations in Mexico continue to be less
expensive than comparable operations in the United States, in
recent years many companies have established Maquiladora
operations in the Juarez area to take advantage of lower labor
costs.  Increasing demand for labor, particularly skilled labor
and professionals, from new and existing Maquiladora operations
could result in increased labor costs.  The Company may be
required to make additional investments in automated equipment to
partially offset increased labor costs.

     The loss of Maquiladora status, the inability to recruit,
hire and retain qualified employees, a significant increase in
labor costs, unfavorable exchange rates or interruptions in the
trade relations between the United States and Mexico could have a
material adverse effect on the Company.

<PAGE>
Customers

     In fiscal 1997, Optek s ten largest customers accounted for
approximately 63% of net sales.  Three customers, Strattec
Security Corporation, General Motors Corporation and Pitney
Bowes, Inc., made purchases which accounted for 13%, 13% and 10%,
respectively, of the Company s net sales during fiscal 1997.

     The automotive industry, which accounted for approximately
25% of the Company s net sales during fiscal 1997, represents the
fastest area of growth for the Company.  The automotive industry
is cyclical due to general economic conditions, the level of
interest rates, consumer confidence, patterns of consumer
spending and the automobile replacement cycle, all of which are
beyond the control of the Company.  In addition, the Company s
customers in the automotive industry are highly unionized and
have in the past experienced labor disruptions. Accordingly,
automotive production may not increase or may decline in the
future.  A significant reduction or prolonged interruption in
automotive production could have a material adverse effect on the
Company.

     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.  

     During fiscal 1997, foreign sales accounted for
approximately $17.4 million, or approximately 23% of net sales,
as compared to $18.9 million, or approximately 28% of net sales
for fiscal 1996, and $16.9 million, or approximately 27% of net
sales during fiscal 1995.

Backlog

     Opteks order backlog was approximately $23.9 million at
October 31, 1997 compared with a backlog of approximately $18.4
million at October 25, 1996 and approximately $23.2 million at
October 27, 1995.  The Company s backlog is comprised of orders
which customers have released and scheduled for delivery within
one year.  Sales orders are typically made on the Company s
standard form, which permits the customer to cancel the order in
whole or in part.  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 competes with a range of companies for the
custom optoelectronic and magnetic sensor requirements of OEMs
producing office equipment, automotive products, industrial
products, specialized aerospace/defense and medical applications
and communications equipment.  Certain of its competitors are
companies which are larger, more diversified and have greater
financial resources than the Company.  The Company believes that
its principal competitor for sales of custom sensor components
and assemblies is Honeywell, Inc.  Competition in the sensor
markets served by the Company is primarily based upon custom
design capabilities, quality, technology, responsiveness and
timely delivery.  While the Company believes that its custom
design capabilities, quality, responsiveness, engineering and
operating efficiencies are competitive advantages, no assurance
can be given that the Company will be able to successfully
compete with its competitors.

Employees

     As of October 31, 1997, the Company employed 1,971 persons,
including 1,821 in manufacturing and assembly (1,633 in Mexico
and 188 in Carrollton), 104 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.
<PAGE>
Certain Factors

     Numerous factors may affect the Company's future
performance, including the following:

     Dependence on Automotive Industry.  The automotive industry,
which accounted for approximately 25% of the Company's net sales
during fiscal 1997, represents the fastest area of growth for the
Company. The automotive industry is cyclical due to general
economic conditions, the level of interest rates, consumer
confidence, patterns of consumer spending and the automobile
replacement cycle, all of which are beyond the control of the
Company.  In addition, the Company's customers in the automotive
industry are highly unionized and have in the past experienced
labor disruptions.  Accordingly, automotive production may not
increase or may decline in the future. A significant reduction or
prolonged interruption in automotive production could have a
material adverse effect on the Company.  

     Product Life Cycles.  Many products sold by the Company are
application specific and have life cycles generally ranging from
three to fifteen years. Product development cycles from four
months to three years or more requiring substantial design and
qualification requirements are customary in the sourcing
decisions of OEMs.  If the Company is unable to develop new
products to replace products whose life cycles come to an end,
the Company's business could be adversely affected.

     Pricing Pressure.  There is continuing pressure from 
OEMs to reduce costs, including costs associated with outside
suppliers such as the Company. In some cases, the Company sells
products under agreements which contain provisions that require
the Company to reduce its per unit price over time.  The
Company's other products, subject to periodic re-quotation, may
also experience declining average selling prices over their life
cycles with a similar potential impact on gross margins if the
Company is unable to reduce corresponding costs or introduce new
products with higher gross margins.  If the Company is unable to
make corresponding product cost reductions, the resulting decline
in the average selling prices of the products sold may reduce the

Company's product gross margin. 


     Customer Concentration.  In fiscal 1997, Optek s ten largest
customers accounted for approximately 63% of net sales. Three
customers, Strattec Security Corporation, General Motors
Corporation and Pitney Bowes, Inc., made purchases which
accounted for 13%, 13% and 10%, respectively, of the Company s
net sales during that year.  Loss of, or the failure to replace,
any significant portion  of sales to any significant customer
could have a material adverse effect on the Company.

     Foreign Manufacturing Operations.  Over eighty percent of
the Company's components and assemblies 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 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 the Company 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.  

     Although assembly operations in Mexico continue to be less
expensive than comparable operations in the United States, in
recent years many companies have established Maquiladora
operations in the Juarez area to take advantage of lower labor
costs.  Increasing demand for labor, particularly skilled labor
and professionals, from new and existing Maquiladora operations
could result in increased labor costs. The Company may be
required to make additional investments in automating equipment
to partially offset increased labor costs.   

     The loss of Maquiladora status, the inability to recruit,
hire and retain qualified employees, a significant increase in
labor costs, unfavorable exchange rates or interruptions in the
trade relations between the United States and Mexico could have a
material adverse effect on the Company.
<PAGE>
     Competition.  The Company competes with a range of companies
for the custom optoelectronic and magnetic sensor requirements of
OEMs producing office equipment, automotive products, industrial
products, specialized aerospace/defense and medical applications
and communications equipment.  Certain of its competitors are
companies which are larger, more diversified and have greater
financial resources than the Company.  The Company believes that
its principal competitor for sales of custom sensor components
and assemblies is Honeywell, Inc.  Competition in the sensor
markets served by the Company is primarily based upon custom
design capabilities, quality, technology, responsiveness and
timely delivery. Although the Company believes that its custom
design capabilities, quality, responsiveness, engineering and
operating efficiencies are competitive advantages, no assurance
can be given that the Company will be able to successfully
compete with its competitors. 

     Technological Change.  There can be no assurance that the
Company will be able, for financial or other reasons, to
anticipate and respond to technological changes which may be
necessary to satisfy customer needs.  While the Company is
currently unaware of any technology that would have an adverse
effect on its business, there can be no assurance that products
or technologies developed by others will not render the Company's
products obsolete or non-competitive.
 
     Anti-Takeover Provisions of Delaware Law.  The Company is
subject to Section 203 of the Delaware General Corporation Law
which, subject to certain exceptions, prohibits a publicly held
Delaware corporation from engaging in a business combination
(which includes a merger, asset sale or other transaction
resulting in a financial benefit to the interested stockholder)
with an "interested stockholder" (defined generally as any person
who beneficially owns 15% or more of the outstanding voting stock
of the Company or any person affiliated with such person) for a
period of three years following the date of the transaction in
which the person became an interested stockholder, unless (i)
prior to such date the board of directors of the corporation
approved either the business combination or the transaction which
resulted in the stockholder becoming an interested stockholder,
or (ii) upon consummation of the transaction which resulted in
the stockholder becoming an interested stockholder, the
interested stockholder owned at least 85% of the voting stock of
the corporation outstanding at the time the transaction
commenced, excluding for purposes of determining the number of
shares outstanding those shares owned (x) by persons who are
directors and also officers and (y) by employee stock plans in
which the employee participants do not have the right to
determine confidentially whether shares held subject to the plan
will be tendered in a tender or exchange offer, or (iii) on or
subsequent to such date the business combination is approved by
the board of directors and authorized at an annual or special
meeting of stockholders, and not by written consent, by the
affirmative vote of at least 66 2/3% of the outstanding voting
stock which is not owned by the interested stockholder.


ITEM 2.  Properties.

     The Company s administrative offices, engineering
facilities, silicon and gallium arsenide chip manufacturing
and hybrid assembly manufacturing, as well as tooling, plastic
molding and printed circuit board 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 1999.

     Over eighty percent of the Companys discrete components and
assemblies 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 Juarez, Mexico through trust
agreements with Banca Serfin, Sociedad Nacional de Credito. 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 1998 with aggregate annual lease payments of $306,000. 
The lease provides for three 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 subsidiary.

     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 1998. 
The Company anticipates a need for increased capital spending
during 1998 to support potential increases in demand during 1999
and 2000.
PAGE
<PAGE>

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 31, 1997 to a vote of
the Company s security holders through the solicitation of
proxies or otherwise.
PAGE
<PAGE>
PART II

ITEM 5.  Market for Registrant s Common Equity and Related
Stockholder Matters.

     The Company s common stock is traded on the Nasdaq National
Market under the trading symbol OPTT .  The following table sets
forth the quarterly high and low sales prices (to the nearest
1/8) of a share of Common Stock for each quarterly period
subsequent to relisting on the Nasdaq stock market on April 22,
1996, and the high and low bid prices during the first and second
quarters of fiscal 1996 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.



1997 Quarter Ended  High      Low
October 31, 1997   $19 3/4  $15 3/4
August 1, 1997      16        11
May 2, 1997         14 1/8    10 1/2
January 31, 1997    13 7/8    9


1996 Quarter Ended  High      Low
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


     At October 31, 1997, the Company had approximately 164
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
agreement contains covenants restricting the Company from
paying dividends on its Common Stock exceeding 50% of its net
profit during any fiscal year.
PAGE
<PAGE>
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>
                                                                 

                                        Fiscal Year Ended        



                    
                    Oct 31,   Oct. 25,  Oct 27, Oct. 28, Oct. 29,
                    1997      1996      1995      1994      1993
                         (In thousands, except per share amounts)
<S>                 <C>       <C>       <C>       <C>       <C>
Operating statement data:
Net sales           $75,572   $67,395   $62,542   $55,625 $55,878

Cost of sales       43,423    39,010    38,513    38,269   46,499
  Gross profit      32,149    28,385    24,029    17,356    9,379

Product development 
and engineering 
expenses             5,246    4,933      3,841      3,591   3,968
Selling, general and 
administrative 
expenses            9,145     8,266     7,090       6,536   7,498
Provision for 
restructuring costs   -         -         -         -       2,292
Reduction in value 
of deferred costs     -         -         -         -        893
  Operating income 
  (loss)            17,758    15,186    13,098    7,229   (5,272)

Other (income) expense:
  Interest (income) 
  expense            (65)     1,292      2,960    3,685    3,952
 Other (income) 
  expense             59      (145)       142       365      835
   Total other, net   (6)    1,147       3,102    4,050    4,787
   Income (loss) 
   before income 
   taxes and 
   extraordinary 
   item             17,764  14,039      9,996     3,179 (10,059)

Income tax expense  5,259    1,144        158      -          -  

 Net income before 
  extraordinary item 12,505  12,895     9,838     3,179 (10,059)
Extraordinary item, 
 net of income taxes  1,003   -              -     -          -  
    Net income (loss)$11,502  $12,895    $9,838  $3,179 $(10,059)

Earnings (loss) per 
share before
extraordinary item  $1.63     $1.69     $1.40    $0.47  $(3.12)
Extraordinary item  (0.13)       -         -       -        -  
Net earnings (loss) 
per share           $1.50     $1.69     $1.40     $0.47 $(3.12)
Weighted average 
common and
common share 
equivalents 
outstanding        7,677       7,627    7,027     7,108 3,224

Balance sheet data:
Working capital     $15,068   $ 6,658   $ 4,028   $4,830 $ 6,865
Total assets        38,936    25,886    26,065    27,827  32,146
Total current 
liabilities         12,656    7,982     9,175     8,159   7,920
Long-term debt      -         3,428    15,996     28,692  36,472
Stockholders' equity 
(deficit)           26,163    14,067     810     (9,148)(12,340)
</TABLE>
PAGE
<PAGE>
ITEM 7.  Management s Discussion and Analysis of Financial
Condition and Results of Operations.

General

     The following table sets forth the Company s net sales by
product group for the last three fiscal years:    
                                                                 
          
                               Fiscal Year Ended        
                         Oct. 31,  Oct. 25,  Oct. 27,
                         1997      1996      1995                
                                   (in millions)        

     Office equipment    $25.4     $24.7     $24.8
     Automotive           19.2      12.9       9.5          
     Industrial           18.7      17.7      16.0
     Aerospace/defense     5.9       5.9       6.4            
     Medical               4.4       4.0       4.1
     Communications        2.0       2.2       1.7        
             
         Total           $75.6     $67.4     $62.5        
     
     The Company views automotive products as its prime
opportunity for growth over the next several years due to the
proliferation of sensors in automobiles resulting from the
expanded use of microprocessors. The Company expects sales of
office equipment, industrial and medical products to experience
growth related to growth in the economy in general.  Sales in the
communications market consist primarily of fiber optic
transmitters and receivers and offer opportunities for additional
growth. Sales to the aerospace/defense market are expected to
remain relatively flat or decline slightly, but opportunities for
growth in certain applications may arise as high volume producers
of aerospace/defense components exit this relatively low volume
market.
          
     Gross margins have increased from 31.2% in fiscal 1994 to
42.5% in fiscal 1997. In addition to developing new products and
increasing sales levels, the Company's ability to maintain
margins at current levels will depend on its ability to work with
its customers to reduce costs on existing products and to
continue to control its own operating expenses.

     The combined effect of higher sales volumes and improved
gross margins enabled the Company to generate sufficient cash
flows to pay down its long term debt from a high of  $39.0
million at the end of fiscal 1992 to $0 by the end of the second
fiscal quarter of 1997. As a result, interest expense was reduced
from $4.0 million during fiscal 1993 to $110,000 in fiscal 1997. 

  
     Results for fiscal 1995 and 1996 include tax benefits
resulting from utilization of net operating loss carryforwards
for book and tax purposes during those years of $3.8 million and
$3.2 million, respectively.  All such carryforwards were fully
utilized during fiscal 1996.

Results of Operations

     Net sales for fiscal 1997 were $75.6 million compared to
$67.4 million in fiscal 1996 and $62.5 million in fiscal 1995. 
The increase from fiscal 1996 to fiscal 1997 of $8.2 million, or
12.1%, was primarily the result of higher automotive net sales of
$6.2 million and higher commercial (office equipment, industrial,
medical and communications) net sales of $2.0 million.  The
increase in automotive net sales was primarily attributable to
the implementation of a new theft deterrent system on trucks and
sport utility vehicles for the first time on model year 1998. 
The increase from fiscal 1995 to fiscal 1996 of $4.9 million, or
7.8%, was the result of increases in automotive net sales of $3.4
million and commercial net sales of $1.9 million, partially
offset by a decrease in aerospace/defense optoelectronic product
net sales of $400,000.
<PAGE>
     Gross profit in fiscal 1997 was $32.1 million, or 42.5% of
net sales, compared to $28.4 million, or 42.1% of net sales, in
fiscal 1996 and $24.0 million, or 38.4% of net sales, in fiscal
1995.  The increase from fiscal 1996 to fiscal 1997 is primarily
attributable to the higher net sales volume in automotive and
commercial products as discussed above.  The increase from fiscal
1995 to fiscal 1996 was the result of higher net sales volumes,
as discussed above, higher production volumes resulting in lower
unabsorbed fixed costs, continued efforts to reduce manufacturing
cycle times, favorable peso exchange rates as well as cost
reduction and yield improvement programs.

     Product development and engineering expenses in fiscal 1997
were $5.2 million, or 6.9% of net sales, compared with $4.9
million, or 7.3% of net sales, in fiscal 1996 and $3.8 million,
or 6.1% of net sales, in fiscal 1995.  These expenses were
primarily related to the development of new applications and
processes.  Although expenses were up slightly from 1996 to 1997,
the percentage of net sales is lower due to the increase in net
sales.  The increase in fiscal 1996 compared to fiscal 1995
relates to additional development expenses for fiber optic
connector products, used in telecommunications, and
magnetoresistive technologies, used primarily in automotive
applications.  In addition, certain expenses were incurred to
refurbish the Company's engineering and product development labs.
The Company anticipates expenditures to increase in absolute
dollars in fiscal 1998 primarily to support the development of
new products.

     Selling, general and administrative expenses in fiscal 1997
were $9.1 million, or 12.1% of net sales.  This compares to $8.3
million, or 12.3% of net sales, in fiscal 1996 and $7.1 million,
or 11.3% of net sales, in fiscal 1995.  The increase in expenses
from fiscal 1996 to fiscal 1997 was primarily related to
additional commissions earned on increased net sales volume.  The
increase from fiscal 1995 to fiscal 1996 was primarily
attributable to additional sales commissions earned on higher net
sales volume and expenses related to refurbishment of the sales
and customer service areas.

     Operating income for fiscal 1997 was $17.8 million, or 23.5%
of net sales, compared to $15.2 million, or 22.5% of net sales in
fiscal 1996 and $13.1 million, or 20.9% of net sales, in fiscal
1995.  The improvements in fiscal 1997 and fiscal 1996 were the
result of the aforementioned increases in net sales volume and
overall improvements in manufacturing costs and operating
expenses, relative to the increase in net sales, as discussed
above.  

     Other (income) expense consists primarily of interest
income net of interest expense in fiscal 1997 and interest
expense
in fiscal 1996 and fiscal 1995. Interest expense decreased in
fiscal 1997 and fiscal 1996 due to the continued reduction and
eventual retirement, in fiscal 1997, of long-term debt.  Net
interest in fiscal 1997 consisted of $110,000 of interest expense
and $175,000 of interest income.

     Income tax expense was $5.3 million, or 7.0% of net sales,
in fiscal 1997 compared to $1.1 million, or 1.7% of net sales, in
fiscal 1996 and $158,000, or 0.3% of net sales, in fiscal 1995. 
Income tax expense increased in fiscal 1997 and fiscal 1996 as a
result of the Company fully utilizing its remaining net operating
loss carryforwards during the fourth quarter of fiscal 1996.  As
a result, fiscal 1997 was on a fully taxed basis net of,
primarily, experimentation tax credits.

     In the fourth quarter of fiscal 1997, the Company agreed to
pay its former lender, First Source Financial, LLP, $1,545,000 to
release all debt obligations, including contingent additional
interest, under the credit facility and other restrictive
covenants.  The provision for payment, net of related income
tax benefits of $542,000, was classified as an extraordinary
item.

     As a result of the factors discussed above, net income for
fiscal 1997 was $11.5 million compared to $12.9 million in fiscal
1996 and $9.8 million in fiscal 1995.

Liquidity and Capital Resources

     As reflected in the Company s consolidated statements of
cash flows, the Company generated approximately $14.3 million in
cash from operations during fiscal 1997.  The largest uses of
cash flow were the retirement of long-term debt during the first
and second quarters of the fiscal year in the amount of $3.4
million, and the purchase of manufacturing equipment throughout
the year in the amount of $2.0 million.   At fiscal year end, the
Company s working capital was $15.1 million including $9.8
million of cash and cash equivalents.
<PAGE>
     The Company anticipates that additional manufacturing
capacity, primarily in Mexico, will be required to support growth
over the next several years.  Therefore, capital expenditures are
planned to increase to a total of approximately $10 to $15
million to be expended over the next two to three fiscal years to
support future growth in demand for the Company s products.  The
timing and amount of such expenditures is subject to adjustment
based upon continued evaluation of the necessity therefor by
management.

     In January 1998, the Company obtained a three year $10.0
million unsecured line of credit from NationsBank N.A. subject to
customary terms and conditions.

     The Company anticipates that it will generate sufficient
cash flow from operations to meet its obligations, including
capital requirements, for the next twelve months.  However, an
unanticipated expansion or contraction of its business or future
acquisitions may require the Company to draw upon its existing
credit line or obtain other financing.

Impact of the Year 2000 Issue

     The Year 2000 Issue is the result of computer programs being
written using two digits rather than four to define the
applicable year.  Any of the Company s computer programs that
have date-sensitive software may recognize a date using  00  as
the year 1900 rather than the year 2000.  This could result in a
system failure or miscalculations causing disruptions of
operations, including, among other things, a temporary inability
to process transactions, send invoices, or engage in similar
normal business activities.

     The Company is committed to a successful and timely Year
2000 conversion and funds are dedicated and available for this
project.  The Company anticipates maintaining its hardware
platform but replacing or upgrading most of the software.  In
addition, all PC s, HVAC, test equipment and external providers
will be reviewed and acted on accordingly.  It is anticipated
that the Company will be fully Year 2000 compliant by April 30,
1999.

     The cost of the Year 2000 project is not expected to have a
material adverse effect on the Company s results of operations.

New Accounting Standards

     In February 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 128 ( SFAS
128 ), Earnings per Share, which establishes new standards for
computing and presenting earnings per share.  SFAS 128 is
effective for financial statements issued for periods ending
after December 15, 1997 and requires restatement of all
prior-period earnings per share data.  Early application of SFAS
128 is not permitted.  The Company s adoption of the provisions
of SFAS 128 will result in the dual presentation of basic and
diluted earnings per share on the Company s consolidated 
statements of income.  Diluted earnings per share as calculated
under SFAS 128 is not expected to materially differ from primary
earnings per share amounts previously presented.

     In June 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 130 ( SFAS
130 ), Reporting Comprehensive Income, and Statement of Financial
Accounting Standards No. 131 ( SFAS 131 ), Disclosures About
Segments of an Enterprise and Related Information.  SFAS 130 and
SFAS 131 are effective for financial statements issued for
periods beginning after December 15, 1997.  The Company does not
expect these standards to have a significant impact on the
consolidated financial statements.

ITEM 8.  Financial Statements and Supplemental Data.

     Included on pages F-1 through F-12 hereof.

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

     None.
PAGE
<PAGE>
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 17,
1998, which will be filed with the Securities and Exchange
Commission on or about February 9, 1998, 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 17, 1998, which will be
filed with the Securities and Exchange Commission on or about
February 9, 1998, 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 17, 1998, which will be filed with
the Securities and Exchange Commission on or about February 9, 
1998, 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 17, 1998, which will be
filed with the Securities and Exchange Commission on or about
February 9, 1998, and such information is incorporated herein by
reference.

PART IV

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

(a)  Financial Statements included in Part II (Item 8) of this
report:
     Independent Auditors  Report;
     Consolidated Balance Sheets as of October 31, 1997 and
          October 25, 1996;
     Consolidated Statements of Income for the three years ended
          October 31, 1997;
     Consolidated Statements of Stockholders  Equity  for the
          three years ended October 31, 1997;
     Consolidated Statements of Cash Flows for the three years
          ended October 31, 1997;
     Notes to Consolidated Financial Statements.

Financial Statement Schedules included in Part IV (Item 14) of
this report for the three fiscal years ended October 31, 1997:

     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.
<PAGE>    
     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).
     10.47 Long-Term Stock Investment Plan (3).
     10.48 Directors  Formula Award Plan (3).
     10.52 Warrant to Purchase Common Stock of Optek Technology,
           Inc. dated May 20, 1993 (4).
     10.53 Warrant to Purchase Common Stock of Optek Technology,
           Inc. dated November 22, 1993 (4).
     10.54 Warrant to Purchase Common Stock of Optek Technology,
           Inc. dated November 22, 1993 (4).
     10.61 Employment Agreement between Optek Technology, Inc.
           and Thomas R. Filesi (5).
     10.62 Consulting Agreement between Optek Technology, Inc.
           and Grant A. Dove (5).
     10.63 Employment Agreement between Optek Technology, Inc.
           and William J. Collinsworth (5).
     10.64 Employment Agreement between Optek Technology, Inc.
           and Richard Dahlberg (5).
     10.65 Employment Agreement between Optek Technology, Inc.
           and Thomas Garrett (5).
     10.66 Employment Agreement between Optek Technology, Inc.
           and Robert Kosobucki (5).
     10.67 Amended and Restated Optek Technology, Inc. 401(k)
           Plan (5).
     10.68 Directors Formula Compensation Plan (6).
     10.69 Termination Agreement dated as of October 31, 1997
           between Optek Technology, Inc. and First Source       
          Financial, L.P.
     10.70 Second Amended and Restated Warrant to Purchase Common
           Stock of Optek Technology, Inc. dated October 31,
           1997.
     10.71 Loan Agreement dated January 29, 1998 between         
          NationsBank of Texas, N.A. and Optek Technology, Inc.
     10.72 Lease Agreement between Equipos Climatec, S.A. de C.V.
          and Optron de Mexico, S.A. de C.V.
     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 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.
     (4)  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 herein by reference.
     (5)  Previously filed as Exhibits 10.61, 10.62, 10.63,
10.64, 10.65, 10.66, and 10.67 to registrant s Annual Report on
Form 10-K for the fiscal year ended October 25, 1996 and
incorporated herein by reference.
     (6)  Previously filed as Exhibit 10.68 to registrant s
Quarterly Report on Form 10-Q for the fiscal quarter ended May 2,
1997 and incorporated herein by reference.
          

        (b)  Reports on Form 8-K.
          
                    The Company filed no reports on Form 8-K
during the quarter ended October 31, 1997.

PAGE
<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 31, 1997
and October 25, 1996, and the related consolidated statements of
income, stockholders  equity and cash flows for each of the years
in the three-year period ended October 31, 1997.  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 31, 1997 and October 25, 1996, and the results of
their operations and their cash flows for each of the years in
the three-year period ended October 31, 1997, in conformity with
generally accepted accounting principles.


     KPMG PEAT MARWICK LLP





Dallas, Texas
December 16, 1997
F-1
PAGE
<PAGE>
<TABLE>
     OPTEK TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)







                         October 31, 1997    October 25, 1996
ASSETS
<CAPTION>
<S>                           <C>            <C>
Current assets:
Cash and cash equivalents     $9,815         $ 121
Accounts receivable, net of 
allowance for doubtful 
accounts and customer 
returns of $1,653 in 1997 
and $1,095 in 1996             9,196          7,288

Inventories (note 2)           6,491          6,007
Deferred income taxes (note 7)  2,113         1,142
Prepaid expenses                 109             82
  Total current assets        27,724         14,640

Property, plant and equipment, 
net (note 3)                  11,135         11,150
Other assets                      77             96
                             $38,936        $25,886

LIABILITIES AND STOCKHOLDERS  EQUITY

Current liabilities:
Accounts payable              $ 3,109        $ 2,637
Accrued expenses (note 4)        9,547         5,345
Total current liabilities      12,656          7,982

Long-term debt (note 5)          -             3,428
Other liabilities                117             100
Deferred income taxes (note 7)     -             309

Stockholders equity (note 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 4,259,534 
shares in 1997 and 3,912,915 
shares in 1996                     43            39

Additional paid-in-capital     13,963         13,373
Retained earnings              12,157            655
Total stockholders equity      26,163         14,067
                              $38,936        $25,886

See accompanying notes to consolidated financial statements.

F-2
</TABLE>
PAGE
<PAGE>
<TABLE> 
OPTEK TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except share and per share data)

                                   Year ended
                              Oct. 31,  Oct. 25,  Oct. 27,
                              1997      1996      1995 
<S>                           <C>       <C>       <C>
Net Sales                   $75,572   $67,395    $62,542

Cost and expenses:
Cost of sales                 43,423    39,010    38,513
Product development expenses   1,233     1,348       650
Engineering expenses           4,013     3,585     3,191
Selling expenses               5,289     5,087     4,245
General and administrative 
 expenses                      3,856     3,179     2,845
Total costs and expenses      57,814    52,209    49,444
Operating income              17,758    15,186    13,098

Other (income) expense:
Interest (income) expense        (65)    1,292     2,960
Other (income) expense            59      (145)      142
Total other, net                  (6)    1,147     3,102
Income before income taxes 
and extraordinary item        17,764    14,039     9,996

Income tax expense (note 7)    5,259     1,144       158
Net income before
extraordinary item            12,505    12,895     9,838
Extraordinary item (net of 
income tax benefit of
$542 - note 5)                 1,003    -         -

Net income                   $11,502    $12,895   $9,838

Earnings per common and 
common share equivalents:
Earnings before extraordinary 
item                          $1.63     $1.69     $1.40
Extraordinary item            (0.13)    -         -
Net earnings per share        $1.50     $1.69     $1.40
Weighted average common and 
common share equivalents  7,677,242  7,626,914  7,027,181



See accompanying notes to consolidated financial statements.
F-3
</TABLE>
PAGE
<PAGE>
OPTEK TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS  EQUITY
(in thousands, except share data)

<TABLE>



                    
                              
                                             Retained  Total     
                                   Addi-     earnings  stock
                                   tional    (accumu-  holders'
                    Common Stock   paid-in   ulated    equity
                    Shares  Amount capital   deficit)  (deficit)


<S>                 <C>       <C>  <C>       <C>       <C>


Balance at October 
28, 1994            3,232,861 $32  $12,898 $(22,078)   $(9,148)
Exercise of 
stock options
and warrants          211,763   2      118   -             120
Net income                  -   -        -    9,838      9,838

Balance at October 
27, 1995            3,444,624  34   13,016  (12,240)       810

Exercise of stock 
options and 
warrants              468,291   5      357       -         362
Net income                 -    -        -   12,895     12,895

Balance at October 
25, 1996            3,912,915  39   13,373      655     14,067
Exercise of stock 
options and 
warrants             346,619    4      590        -        594
Net income                 -    -       -     11,502    11,502


Balance at October 
31, 1997            4,259,534 $43  $13,963   $12,157   $26,163

See accompanying notes to consolidated financial statements.
F-4
</TABLE>
PAGE
<PAGE>
OPTEK TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

<TABLE>


                                             Year ended
                                   Oct. 31.  Oct. 25,  Oct. 27,
                                   1997      1996      1995
<S>                                <C>       <C>       <C>
Cash flows from operating activities:
Net income                         $11,502   $12,895   $ 9,838
Adjustments to reconcile net income 
to net cash provided by 
operating activities:
Depreciation and amortization        2,038     2,944     2,722
Gain on sale of property, plant and 
equipment                             (204)       -        (25)
Provision for deferred taxes        (1,280)    (833)        -
Changes in assets and liabilities:
Accounts receivable                 (1,908)    (357)      (242)
Inventories, prepaid expenses and 
other assets                          (492)    (643)       607
Accounts payable, accrued expenses 
and other liabilities                 4,691    (310)       733
Net cash provided by operating 
activities                           14,347   13,696    13,633

Cash flows from investing activities:
Purchase of property, plant and 
equipment                            (2,034)  (1,432)   (1,121)
Proceeds from sale of property, 
plant and equipment                     215        2        25
Net cash used in investing activities (1,819)   (1,430)  (1,096)

Cash flows from financing activities:
Net repayment under long-term bank 
debt                                 (3,428)  (12,568)  (12,696)
Net proceeds from exercise of stock 
options and warrants                    594       362       120
Net cash used in financing activities (2,834)  (12,206)  (12,576)



Net increase (decrease) in cash and 
cash equivalents                      9,694       60       (39)
Cash and cash equivalents at 
beginning of year                       121       61       100
Cash and cash equivalents at end of 
year                                 $ 9,815    $121       $61

Interest payments                       $171  $1,346     $3,075

Income tax payments                   $4,258  $2,089       $123


See accompanying notes to consolidated financial statements.
F-5
</TABLE>
<PAGE>


<PAGE>
OPTEK TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended October 31, 1997, October 25, 1996 and October 27,
1995
(dollars in thousands, except share and per share data)


     (1)  Summary of Significant Accounting Policies

     (a)  General Information

     Optek Technology, Inc. and subsidiaries (The 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 $5,773 at
October 31, 1997, and $6,334 at October 25, 1996.

     The Company uses a fiscal year ending on the last Friday in
October.  Fiscal 1997 comprised 53 weeks and fiscal 1996 and
fiscal 1995 comprised 52 weeks.

     (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
net sales 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)  Property, Plant and Equipment

          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 20 years for
buildings to 3 to 5 years for equipment.  Leasehold improvements
are depreciated over the shorter of the life of the asset or the
lease.

F-6
<PAGE>


<PAGE>
          The Company adopted the provisions of Statement of
Financial Accounting Standards No. 121, Accounting for the
Impairment of Long-Lived Assets and Long-Lived Assets to Be
Disposed Of, on October 26, 1996.  This Statement requires that
long-lived assets and certain identifiable intangibles be
reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may
not be recoverable. Recoverability of assets to be held and used
is measured by a comparison of the carrying amount of the asset
to future net cash flows expected to be generated by the asset. 
If such assets are considered to be impaired, the impairment to
be recognized is measured by the amount by which the carrying
amount of the assets exceeds the fair value of the assets. Assets
to be disposed of are reported at the lower of the carrying
amount or fair value less costs to sell.  Adoption of this
Statement did not have a material impact on the Company s
financial position, results of operations, or liquidity.

     (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  1997, 1996, and 1995.  The
calculation of net earnings per share in 1997, 1996, and 1995
uses the modified treasury stock method.

     (h)  Cash and Cash Equivalents

          The Company considers all cash and short-term
investments with original maturities of three months or less to
be cash equivalents.

     (i)  Stock Based Compensation Plans

          The Company accounts for its stock option plans and
warrants in accordance with the provisions of Accounting
Principles Board Opinion No. 25 ("APB 25"), Accounting for Stock
Issued to Employees, and related interpretations.  Compensation
expense is recorded on the date of grant only if the market price
of the underlying stock exceeds the exercise price.  On October
26, 1996, the Company adopted Statement of Financial Accounting
Standards No. 123, Accounting for Stock-Based Compensation ("SFAS
123").  Under SFAS 123, the Company may elect to recognize
expense for stock-based compensation based on the fair value of
the awards, or continue to account for stock-based compensation
under APB 25 and disclose in the financial statements the effects
of SFAS 123 as if the recognition provisions were adopted.  The
Company has elected to continue to account for stock-based
compensation under APB 25 and provide the disclosure required by
SFAS 123.

     (j)  Financial Instruments

          All financial instruments held by the Company have been
stated at values which approximate fair value as of October 31,
1997 and October 25, 1996 due to the instruments bearing interest
at market rates or due to their short duration.

     (k)  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.

     (l)  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.  Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are
expected to be recovered or settled.  The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.

F-7
<PAGE>
     (m)  Reclassifications

          Certain amounts in the 1996 and 1995 consolidated
financial statements have been reclassified to conform with the
current year s presentation.

     (2)  Inventories

          A summary of inventories at October 31, 1997 and
October 25, 1996 follows:

                    1997           1996

Finished goods      $1,503         $1,109
Work in process      4,003          3,323
Raw materials        3,140          3,381
Reserve for excess 
and obsolete 
inventory           (2,155)        (1,806)
                    $6,491         $6,007

     (3)  Property, Plant and Equipment

     A summary of property, plant and equipment at October 31,
1997 and October 25, 1996 follows:

                    1997           1996


Land                $ 3,137        $ 3,137
Buildings and 
improvements          8,873          8,821
Equipment            20,106         18,238
                     32,116         30,196
Accumulated 
depreciation        (20,981)       (19,046)  
                    $11,135        $11,150


     (4)  Accrued Expenses

          A summary of accrued expenses at October 31, 1997 and
October 25, 1996 follows:


                                        1997           1996
Employee related accruals               $3,413         $2,778
Federal income tax                       1,625           -
Debt extinguishment charge               1,544           -
Other                                    2,965          2,567
                                        $9,547         $5,345


      (5) Long-term Debt

     At October 25, 1996, the Company had borrowings outstanding
of $3,428 under a credit facility with First Source Financial,
LLP ( First Source ).  The facility provided for a $10,500
working capital line of credit and an $8,000 revolving term loan.
Substantially all of the amount outstanding at October 25, 1996,
was borrowed against the revolving term loan bearing interest at
the corporate base rate at the First National Bank of Chicago
(corporate base rate) plus 4.0%.  On November 1, 1996, the
revolving term loan was retired using the available working
capital line of credit bearing interest at the corporate base
rate plus 0.5%.  During the second quarter of fiscal 1997, the
Company repaid all amounts outstanding under the credit facility
with First Source.  The credit facility continued to provide a
$10.5 million working capital line through the end of fiscal 1997
at which time the Company chose to let the facility expire.

F-8
<PAGE>
     In the fourth quarter of fiscal 1997, the Company agreed to
pay First Source $1,545 to release all obligations, including
contingent additional interest, under the credit facility and
other restrictive covenants.  The provision for payment, net of
related income tax benefits of $542, has been classified as an
extraordinary item.

     In January 1998, the Company obtained a three year $10.0
million
unsecured line of credit from NationsBank N.A. subject to
customary terms and conditions.

     (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.  Options vest over
a period of 3 years and are exercisable for up to 10 years after
the date of grant.  During fiscal 1995, the Company increased the
authorized common stock available for this plan to 1,500,000
shares.  The Investment Plan allows the granting of rights to
receive cash in the even of a change of control in the Company or
to acquire shares of common stock equal in value 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 31, 1997.  A summary of option activity under the
Investment Plan follows:

                                             Weighted
                                             Average
                              Number of      Exercise
                              Shares         Price

Balance at October 28, 1994   867,820        $  .40
Granted                       200,650          5.58
Exercised                    (177,280)          .26
Canceled                      (72,365)          .19

Balance at October 26, 1995   818,825          1.72
Granted                       156,000         11.88
Exercised                    (370,202)          .41
Canceled                      (17,665)         3.68

Balance at October 25, 1996   586,958          5.19
Granted                       200,500         10.16
Exercised                    (272,247)         1.49
Canceled                       (6,917)         8.77

Balance at October 31, 1997   508,294        $ 9.08

     At October 31, 1997, the range of exercise prices and
weighted average remaining contractual life of outstanding
options were $.19 to $11.97 and 9 years, respectively.  At
October 31, 1997 and October 25, 1996, the number of options
exercisable was 171,711 and 275,826, respectively, and the
weighted average exercise price of those options was $7.33 and
$1.37, respectively.
F-9
<PAGE>
     During fiscal 1983, the Company implemented an incentive
stock option plan (Incentive Plan) which allowed the granting of
options, vesting over 3 years and 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 1995, options to
purchase 18,483 shares of common stock were exercised.  During
fiscal 1996, options to purchase 84,089 shares of common stock
were exercised.  During fiscal 1997, options to purchase 21,166
shares of common stock were exercised at a weighted average price
of $1.31.  Under the Incentive Plan, options outstanding and
exercisable totaled 42,700 at a weighted average exercise price
of $2.15 and a range of $1.19 to $2.31 per share at October 31,
1997.

     During fiscal 1992, the Company adopted a directors  formula
award plan (Directors  Award Plan) which provides for the 
granting  of  options  to  directors of  the  Company  to 
purchase  up  to 200,000  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.  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  Award 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 each of the fiscal years 1995, 1996, and 1997, options to
purchase 14,000 shares of the Company s common stock were
granted.  During fiscal 1996, options to purchase 14,000 shares
of common stock were exercised. At October 31, 1997 there are
73,500 director options outstanding of which 59,500 are currently
exercisable at a weighted average exercise price of $3.90 and a
range of $.44 to $13.38 per share.

     During fiscal 1997, the Company adopted a directors  formula
compensation plan (Directors  Compensation Plan) which provides
for the reservation and issuance of up to 100,000 shares of the
Company s common stock.  Under the plan, non-employee directors
may elect, in lieu of all or part of the annual retainer of
$12, to:  a) receive the number of shares of Optek s common
stock equal to the amount of the retainer divided by the fair
market value per share on the date such amount would otherwise be
paid; b) receive ten year options to purchase shares of the
Company s common stock at an exercise price equal to 50% of the
fair market value for the number of shares equal to the retainer 
divided by the difference between the market price and the
exercise price, or; c) defer payment of the retainer until such
time as they cease to be a director.  For purposes of the
Director s Compensation Plan, fair market value per share is
defined as the average of the closing prices for the Company s
common stock for the twenty trading days preceding an event.  No
elections to receive the benefits afforded have been made by any
director under the Director s Compensation Plan.

     The per share weighted average fair value of stock options
granted during fiscal 1997 and fiscal 1996 was $3.77 and $4.13,
respectively, on the date of grant using the Black-Scholes
option-pricing model with the following weighted average
assumptions:

                              1997      1996
     Expected dividend yield  0%        0%
     Expected volatility      44.2%     41.5%
     Risk-free interest rate  6%        6%
     Expected life            3 years   3 years

     The Company applies APB opinion No. 25 in accounting for its
plans and, accordingly, no compensation cost has been recognized
for its stock options in the consolidated financial statements. 
Had the Company determined compensation cost based on the fair
value at the grant date for stock options granted in fiscal 1996
and fiscal 1997 under SFAS No. 123, the Company s net income
would have been reduced to the proforma amounts indicated below:


     Net income:         1997      1996
         As reported     $11,502   $12,895
         Proforma         11,259    12,810

F-10
<PAGE>
     Net earnings per share:
         As reported     $1.50     $1.69
         Proforma         1.47      1.68

     Proforma net income reflects only options granted in fiscal
1997 and fiscal 1996.  Therefore, the full impact of calculating
compensation cost for stock options under SFAS No. 123 is not
reflected in the proforma net income and net earnings per share
amounts presented above because compensation cost is reflected
over the options  vesting period of 3 years and compensation cost
for options granted prior to October 28, 1995 is not considered.

     Prior to fiscal 1995, warrants were granted in the amount of
261,301 shares to certain non-employee directors and advisors. 
During fiscal 1995, warrants to purchase 16,000 shares of common
stock were exercised at a weighted average exercise price of
$3.25.  During fiscal 1996, 11,500 warrants expired with an
exercise price of $6.13 per share.  During fiscal 1997, warrants
to purchase 53,333 shares of common stock were exercised at a
weighted average exercise price of $3.03.  Excluding warrants
granted to financial institutions, the Company, at October 31,
1997, had 180,468 warrants outstanding at a weighted average
exercise price of $.39 and a range of $.19 to $6.00 per share
expiring July 1998 through November 1998.

     Prior to fiscal 1997, the Company granted First Source a
warrant, as amended on October 31, 1997, 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 warrant contains
certain antidilutive provisions, certain registration rights upon
the occurrence of a public offering and certain demand rights for
such a registration.

     (7)   Income Taxes

     Income taxes consist of the following:

Current:            1997      1996      1995
U.S. Federal        $6,379    $1,887    $158 
Foreign                160        90     -
Deferred            (1,280)     (833)    -
Income tax expense 
before extraordinary 
item                 5,259     1,144     158
Extraordinary item     (542)       -       -
                    $4,717    $1,144    $158


     Income tax expense attributable to income before
extraordinary item differs from the  expected  tax expense
computed by applying the U.S. corporate income tax rate of 35%
for fiscal 1997 and 1996, and 34% for fiscal 1995 to income
before income taxes and extraordinary item as follows:


                         1997      1996      1995

Expected tax expense     $6,217    $4,914    $3,399
Realization of benefits 
of tax                   -         (3,238)   (3,853)
Change in valuation 
allowance                 (358)      (209)      410
Tax credit for research 
and experimentation 
activities                (600)        -         -
Other, net                  -        (323)      202
Income tax expense       $5,259    $1,144     $ 158

F-11
<PAGE>
     The fiscal 1997 change in valuation allowance and tax credit
for research and experimentation activities occurred in the
fourth quarter.

     The tax effects of temporary differences that give rise to
significant portions of the deferred tax assets and liabilities
at October 31, 1997 and October 25, 1996 are presented below:


Deferred tax assets:                    1997      1996
Accounts receivable allowances          $  578    $  372
Inventory allowances                       506       525
Accrued expenses and other                 524       603
Property, plant and equipment              505         -
Less valuation allowance                     -      (358)
Deferred tax assets                      2,113     1,142


Deferred tax liabilities:
Property, plant and equipment           -            309
Net deferred tax assets                 $2,113    $  833


     The net change in the valuation allowance for the year ended
October 31, 1997 and October 25, 1996 was a decrease of $358 and
$3,447, 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 31, 1997.

     (8)  Operating Leases

     The Company leases certain manufacturing facilities and
equipment under noncancellable operating leases. Future minimum
lease payments as of October 31, 1997 under all such operating
leases are as follows:  1998, $668; 1999, $305; 2000, $233; 2001,
$211; and 2002, $208.  Rental expense in 1997 was $469; 1996,
$399; and 1995, $412.

     (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 1997, the Company s ten largest customers
accounted for approximately 63% of net sales versus 62% in fiscal
1996 and 57% in fiscal 1995.  Such customers are involved
primarily in the automotive and office equipment industries. 
During fiscal 1997, net sales to one customer in the automotive
industry were 13% of total net sales, versus 11% in fiscal 1996
and 13% in fiscal 1995, and net sales to another automotive
customer were 13% of total net sales versus 8% in fiscal 1996 and
3% in fiscal 1995.  Sales to one customer in the office equipment
industry were 10% of total net sales versus 11% in fiscal 1996
and 13% in fiscal 1995.

     Aggregate export sales to unaffiliated customers were
$17,361 in fiscal 1997, $18,865 in fiscal 1996, and $16,856 in
fiscal 1995.  Export sales were primarily to customers in Western
Europe.
F-12
<PAGE>
     (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 up to the appropriate statutory dollar
limits.  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 1997, the Company provided for contributions to the
Profit-Sharing Plan totaling $165 to be paid the first quarter of
fiscal 1998.  For fiscal 1996 and fiscal 1995 the Company
contributed $143 and $139, 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.
F-11
PAGE
<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 29, 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 
                         Officer and Director
Thomas R. Filesi         (Principal Executive Officer)



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


 /s/ Grant A. Dove       Chairman of the Board and Director
Grant A. Dove


/s/ Rodes Ennis          Director                 January 29,1998
Rodes Ennis

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


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


/s/ Wayne Stevenson      Director
Wayne Stevenson