SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities 
Exchange Act of 1934
(Amendment No. __)



Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ]	Preliminary Proxy Statement
[x]	Definitive Proxy Statement
[ ]	Definitive Additional Materials
[ ]	Soliciting Material Pursuant to  240.14a-11(c) or 
 240.14a-12


MESA LABORATORIES, INC.
(Name of Registrant as Specified In Its Charter)

ANDREW N. BERNSTEIN, ESQ.
(Name of Person(s) Filing Proxy Statement)


Payment of Filing Fee (Check the appropriate box):
[x]	$125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-
6(i)(1), or 14a-6(i)(2).
[ ]	$500 per each party to the controversy pursuant to 
Exchange Act Rule 14a-6(i)(3).
[ ]	Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.

	1)	Title of each class of securities to which 
transaction applies:                                  

	2)	Aggregate number of securities to which 
transaction applies:                                 

	3)	Per unit price or other underlying value of 
transaction computed pursuant to
Exchange Act Rule 0-11:1                                                        

	4)	Proposed maximum aggregate value of transaction:                           

1	Set forth the amount on which the filing fee is 
calculated and state how it was determined.

[ ]	Check box if any part of the fee is offset as provided 
by Exchange Act Rule 0-11(a)(2) and identify 
the filing for which the offsetting fee was paid previously.  
Identify the previous filing by registration 
statement number, or the Form or Schedule and the date of 
its filing.

	1)	Amount Previously Paid:                                                    

	2)	Form, Schedule or Registration Statement No.:                              

	3)	Filing Party:                                                              

	4)	Date Filed:                                                               
MESA LABORATORIES, INC.
12100 West Sixth Avenue
Lakewood, Colorado 80228
Telephone: (303) 987-8000


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held Friday, October 4, 1996


To the Shareholders:


	PLEASE TAKE NOTICE that the Annual Meeting of 
Shareholders of Mesa Laboratories, Inc. (the 
"Company") will be held at the Company's offices at 12100 
West Sixth Avenue, Lakewood, Colorado 
80228, on Friday, October 4, 1996, at 3:00 p.m., local time, 
for the following purposes:

	1.	To elect five directors to hold office for the 
term specified in the Proxy Statement or until 
their successors are elected and qualified;

	2.	To approve the establishment of the outside 
directors stock option plan for the benefit of 
the outside directors of the Company (the "Outside Directors 
Stock Option Plan Proposal"); and

	3.	To transact such other business as may properly 
come before the Meeting or any 
adjournment or adjournments thereof.

	The Board of Directors has fixed the close of business 
on August 7, 1996, as the record date for the 
determination of shareholders entitled to notice of and to 
vote at the meeting and at any adjournment or 
adjournments thereof.

	A Proxy Statement which describes the foregoing 
proposals and a form of Proxy accompany this 
Notice.

								By Order of the 
Board of Directors

Dated: August 9, 1996						Steven W. 
Peterson
								Secretary




IMPORTANT

	Whether or not you expect to attend the Meeting, you 
are urged to execute the 
accompanying proxy and return it promptly in the enclosed 
reply envelope which requires no 
postage.  Any shareholder granting a proxy may revoke the 
same at any time prior to its exercise. 
Also, whether or not you grant a proxy, you may vote in 
person if you attend the Meeting.

MESA LABORATORIES, INC.
12100 West Sixth Avenue
Lakewood, Colorado 80228

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS
To Be Held Friday, October 4, 1996

SOLICITATION OF PROXY



	The accompanying proxy is solicited on behalf of the 
Board of Directors of Mesa Laboratories, Inc. 
(the "Company") for use at the Annual Meeting of 
Shareholders of the Company to be held on Friday, 
October 4, 1996, and at any adjournment or adjournments 
thereof.  In addition to the use of the mails, 
proxies may be solicited by personal interview, telephone or 
telegraph by officers, directors and other 
employees of the Company, who will not receive additional 
compensation for such services.  The Company 
may also request brokerage houses, nominees, custodians and 
fiduciaries to forward the soliciting material to 
the beneficial owners of stock held of record and will 
reimburse such persons for forwarding such material 
at the rates suggested by the New York Stock Exchange.  The 
Company will bear the cost of this 
solicitation of proxies.  Such costs are expected to be 
nominal.  Proxy solicitation will commence with the 
mailing of this Proxy Statement on or about August 9, 1996.

	Execution and return of the enclosed proxy will not 
affect a shareholder's right to attend the 
Meeting and to vote in person.  Any shareholder executing a 
proxy retains the right to revoke it at any time 
prior to exercise at the Meeting.  A proxy may be revoked by 
delivery of written notice of revocation to the 
Secretary of the Company, by execution and delivery of a 
later proxy or by voting the shares in person at 
the Meeting.  A proxy, when executed and not revoked, will 
be voted in accordance with the instructions 
thereon.  In the absence of specific instructions, proxies 
will be voted by the person named in the proxy 
"FOR" the election as directors of those nominees named in 
the Proxy Statement, "FOR" the proposal to 
approve the establishment of the Outside Directors Stock 
Option Plan, and in accordance with his best 
judgment on all other matters that may properly come before 
the Meeting.

	The enclosed proxy provides a method for shareholders 
to withhold authority to vote for any one or 
more of the nominees for director while granting authority 
to vote for the remaining nominees.  The names 
of all nominees are listed on the proxy.  If you wish to 
grant authority to vote for all nominees, check the 
box marked "FOR."  If you wish to withhold authority to vote 
for all nominees, check the box marked 
"WITHHOLD."  If you wish your shares to be voted for some 
nominees and not for one or more of the 
others, check the box marked "FOR" and indicate the name(s) 
of the nominee(s) for whom you are 
withholding the authority to vote by writing the name(s) of 
such nominee(s) on the proxy in the space 
provided.


PURPOSE OF MEETING

	As stated in the Notice of Annual Meeting of 
Shareholders accompanying this Proxy Statement, the 
business to be conducted and the matters to be considered 
and acted upon at the Meeting are as follows:
	1.	To elect five directors to hold office for the 
term specified herein or until their successors 
are elected and qualified;

	2.	To approve the establishment of the outside 
directors stock option plan for the benefit of 
the outside directors of the Company (the "Outside Directors 
Stock Option Plan Proposal"); and

	3.	To transact such other business as may properly 
come before the Meeting or any 
adjournment or adjournments thereof.


VOTING AT MEETING

	The voting securities of the Company consist solely of 
common stock, no par value per share (the 
"Common Stock").

	The record date for shareholders entitled to notice of 
and to vote at the Meeting is the close of 
business on August 7, 1996, at which time the Company had 
outstanding and entitled to vote at the meeting 
4,327,151 shares of Common Stock.  Shareholders are entitled 
to one vote, in person or by proxy, for each 
share of Common Stock held in their name on the record date.

	Shareholders representing a majority of the Common 
Stock outstanding and entitled to vote must be 
present or represented by proxy to constitute a quorum.  The 
election of directors and approval of the 
Outside Directors Stock Option Plan Proposal each will 
require the affirmative vote of the holders of a 
majority of the Common Stock present or represented by proxy 
at the Meeting and entitled to vote thereon.  
Cumulative voting for directors is not authorized and 
proxies cannot be voted for more than five nominees.


STOCK OWNERSHIP

	The following table sets forth the number of shares of 
Common Stock owned beneficially as of 
March 31, 1996, by each person known by the Company to have 
owned beneficially more than five percent 
of such shares then outstanding, by each officer and 
director of the Company and by all of the Company's 
officers and directors as a group.  This information gives 
effect to securities deemed outstanding pursuant to 
Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, 
as amended.  As far as is known to 
management of the Company, no person owns beneficially more 
than five percent of the outstanding shares 
of Common Stock as of March 31, 1996 except as set forth 
below.


										
				   Amount and		    Percentage of
Name of Beneficial     Nature of		    Class Benefi-
      Owner(1)		Beneficial Owner	    cially Owned  

Luke R. Schmieder		516,517	(2)			11.9
					
Steven W. Peterson		61,715	(3)			1.4
					
Paul D. Duke			182,774	(4)			4.2 

H. Stuart Campbell		56,000	(5)			1.3

Philip D. Quedenfeld	176,241	(6)			4.1

G. Lee Southard		79,000	(7)			1.8
					
All officers and		1,072,247(8)			24.2
directors as a group			
(6 in number)
__________
(1)	The business address for each person identified herein 
is 12100 West Sixth Avenue, Lakewood, 
Colorado 80228.
(2)	Includes 20,000 shares which Mr. Schmieder has the 
right to acquire within 60 days by exercise of 
stock options.
(3)	Includes 18,000 shares which Mr. Peterson has the right 
to acquire within 60 days by exercise of 
stock options.
(4)	Includes 20,000 shares which Mr. Duke has the right to 
acquire within 60 days by exercise of stock 
options.
(5)	Includes 20,000 shares which Mr. Campbell has the right 
to acquire within 60 days by exercise of 
stock options.
(6)	Includes 20,000 shares which Mr. Quedenfeld has the 
right to acquire within 60 days by exercise of 
stock options.
(7)	Includes 20,000 shares which Dr. Southard has the right 
to acquire within 60 days by exercise of 
stock options.
(8)	Includes 118,000 shares which the officers and 
directors of the Company as a group have the right 
to acquire within 60 days by exercise of stock options.


BOARD OF DIRECTORS

	The Board of Directors has the responsibility for 
establishing broad corporate policies and for the 
overall performance of the Company, although it is not 
involved in day-to-day operating details.  The Board 
meets regularly throughout the year, including the annual 
organization meeting following the Annual Meeting 
of Shareholders, to review significant developments 
affecting the Company and to act upon matters 
requiring Board approval.  It also holds special meetings as 
required from time to time when important 
matters arise requiring Board action between scheduled 
meetings.  During the last fiscal year, the Board met 
four times.

	The Board of Directors has established Compensation and 
Audit Committees to devote attention to 
specific subjects and to assist it in the discharge of its 
responsibilities.  The functions of these committees, 
their current members, and the number of meetings held 
during the last fiscal year are described below.

	The Compensation Committee consists of Messrs. Campbell 
and Quedenfeld.  Its function is to 
recommend the compensation to be paid to the President and 
certain other employees, and for the 
development of policies on employee compensation and 
benefits.  The Compensation Committee met once 
during the fiscal year ended March 31, 1996.

	The Audit Committee consists of Messrs. Campbell and 
Quedenfeld and Dr. Southard.  The 
functions of the Audit Committee are to recommend annually 
to the Board of Directors the appointment of 
the independent public accountants of the Company, discuss 
and review the scope and the fees of the 
prospective annual audit and review the results thereof with 
the independent public accountants, review and 
approve non-audit services of the independent public 
accountants, review compliance with existing major 
accounting and financial policies of the Company, review the 
adequacy of the financial organization of the 
Company and review management's procedures and policies 
relative to the adequacy of the Company's 
internal accounting controls and compliance with federal and 
state laws relating to accounting practice.  The 
Audit Committee met once during the fiscal year ended March 
31, 1996.

	The Company does not have a nominating committee.  The 
functions customarily attributable to a 
nominating committee are performed by the Board of Directors 
as a whole.

	No director attended fewer than 75 percent of the 
aggregate of the total number of meetings of the 
Board of Directors and the total number of meetings held by 
all committees of the Board on which he 
served except Dr. Southard, who attended 60 percent of all 
such meetings.

	Each non-employee director will be compensated 
separately for service on the Board and is 
reimbursed for expenses to attend Board meetings.  Members 
of the Audit and Compensation Committees 
are not compensated separately for service on those 
committees.  In addition, non-employee directors 
participate in the Outside Directors Stock Option Plan.  See 
"Executive Compensation - Compensation of 
Directors."

ELECTION OF DIRECTORS

	At the Meeting, five directors are to be elected.  Each 
director will be elected for a one-year term or 
until his successor is elected and qualified.

	Shares represented by properly executed proxies will be 
voted, in the absence of contrary indication 
therein or revocation thereof by the shareholder granting 
such proxy, in favor of the election of the persons 
named below as directors, to hold office for the term stated 
in the preceding paragraph. The person named 
as proxy in the enclosed proxy has been designated by 
management and intends to vote for the election to 
the Board of Directors of the persons named below, each of 
whom is now a director of the Company.  If 
the contingency should occur that any such nominee is unable 
to serve as a director, it is intended that the 
shares represented by the proxies will be voted, in the 
absence of contrary indication, for any substitute 
nominee that management may designate.  Management knows of 
no reason why any nominee would be 
unable to serve.  The information presented herein with 
respect to the nominees was obtained in part from 
the respective persons, and in part from the records of the 
Company.

Nominees for Election as Directors

                                   
	Name				Age			Position

Luke R. Schmieder	 	53	 President, Chief Executive	
				         Officer, Treasurer and Director

Paul D. Duke			54	Vice President and Director

H. Stuart Campbell		66	Director

Philip D. Quedenfeld	65	Director

G. Lee Southard, Ph.D.	59	Director


	Luke Schmieder attended Ohio State University and Ohio 
University taking courses in mechanical 
engineering and business management.  Mr. Schmieder was 
employed from 1970 to 1977 by Cobe 
Laboratories, Inc. (manufacturer of dialysis and 
cardiovascular equipment and supplies) as a designer and 
process controller on various projects.  From 1977 to 1982, 
Mr. Schmieder served as president and 
principal of a consulting company for product and process 
development primarily in the medical field.  Mr. 
Schmieder has served as president and a director of the 
Company since its inception in March 1982.  Mr. 
Schmieder devotes his full working time to the affairs of 
the Company.

	Paul Duke received his initial medical training while 
on active duty with the United States Navy 
and while attending the University of Alabama.  Mr. Duke was 
employed from 1965 to 1969 by the 
University of Alabama Medical Center as chief hemodialysis 
technician and was employed by Cobe 
Laboratories, Inc. from 1969 to 1973 as field service and 
training technician.  From 1973 to 1979, he served 
in various capacities for Cordis Dow Corporation 
(manufacturer of pacemakers and hemodialysis equipment 
and supplies), including sales, product management, European 
training manager and national service 
manager.  From 1980 to 1982, Mr. Duke served as proprietor 
and president of a consulting company 
specializing in medical marketing, sales, service and 
training.  Mr. Duke has served as vice president and a 
director of the Company since its inception in 1982.  Mr. 
Duke devotes his full working time to the affairs 
of the Company.

	H. Stuart Campbell received his Bachelor of Science 
degree from Cornell University in 1951. 
From 1960 through September 1982, Mr. Campbell served in 
various capacities for Johnson & Johnson and 
Ethicon, Inc., a domestic subsidiary of Johnson & Johnson.  
From 1977 through September 1982, he was a 
Company Group Chairman with Johnson & Johnson and served as 
Chief Executive Officer and Chairman 
of the Board of Directors of eight major corporate 
subsidiaries.  Mr. Campbell currently owns and serves as 
an officer of Highland Packaging Labs, Inc., Somerville, New 
Jersey (contract packaging business).  He also 
serves as a director of Isomedix, Inc., Whippany, New Jersey 
(contract irradiation processing and medical 
product sterilization), as a director of Atrix Laboratories, 
Inc. (pharmaceutical and contract research and 
development company) and as chairman of Biomatrix, Inc., 
Ridgefield, New Jersey (biomaterials 
manufacturer).  Mr. Campbell has served as a director of the 
Company since May 1983 and devotes such 
time as is necessary to the affairs of the Company.

	Philip D. Quedenfeld received his Bachelor of Arts 
degree in English from Lake Forest University 
in 1954.  At the time of his retirement in 1993, he was 
employed as manager of a Sears Department Store.  
He also served in numerous marketing and advertising 
positions with Sears at both the headquarters and 
field levels for more than 30 years.  Mr. Quedenfeld has 
served as a director of the Company since its 
inception in March 1982 and devotes such time as is 
necessary to the affairs of the Company.

	G. Lee Southard received his Bachelor of Science degree 
in chemistry from the Virginia Military 
Institute in 1959, his Master of Science degree in chemistry 
from George Washington University in 1962 
and his Ph.D. degree in organic chemistry from the 
University of North Carolina in 1965.  From 1967 to 
1976, Dr. Southard was the head of cosmetic research for Eli 
Lilly and Company (pharmaceutical 
manufacturer).  Thereafter, until 1979, he served as the 
director of exploratory research for Johnson & 
Johnson Products, Inc. (manufacturer of medical and health 
care products).  From 1979 to January 1982, 
Dr. Southard served as President of Southard Research 
Associates, a research management consulting firm 
in North Brunswick, New Jersey.  Dr. Southard served as 
Vice-President of Research of Vipont 
Pharmaceutical, Inc. from 1982 through August 1987.  Dr. 
Southard currently serves as President and a 
director of Atrix Laboratories, Inc. (pharmaceutical and 
contract research and development company). Dr. 
Southard has served as a director of the Company since May 
1983 and devotes such time as is necessary to 
the affairs of the Company.

	None of the nominees has any family relationship with 
each other or any other officer or director of 
the Company.  None of the nominees is being proposed for 
election pursuant to any arrangement or 
understanding between such nominee and any other person 
except only the directors and executive officers 
of the Company acting solely as such.

	Based solely upon a review of Forms 3 and 4 and 
amendments thereto furnished to the Company 
pursuant to   240.16a-3(e) during its most recent fiscal 
year and Forms 5 and amendments thereto furnished 
to the Company with respect to its most recent fiscal year, 
and any written representation from the reporting 
person (as hereinafter defined) that no Form 5 is required, 
the Company is not aware of any person who, at 
any time during the fiscal year, was a director, officer, 
beneficial owner of more than ten percent of any 
class of equity securities of the Company registered 
pursuant to Section 12 of the Exchange Act, or any 
other person subject to Section 16 of the Exchange Act with 
respect to the Company because of the 
requirements of Section 30 of the Investment Company Act or 
Section 17 of the Public Utility Holding 
Company Act ("reporting person"), that failed to file on a 
timely basis, as disclosed in the above Forms, 
reports required by Section 16(a) of the Exchange Act during 
the most recent fiscal year or prior fiscal 
years.

	THE BOARD OF DIRECTORS RECOMMENDS TO THE SHAREHOLDERS 
THAT 
THEY VOTE "FOR" THE ELECTION OF SUCH NOMINEES.


EXECUTIVE COMPENSATION

	 The following table, and its accompanying explanatory 
footnotes, includes annual and long-term 
compensation information on the Company's Chief Executive 
Officer for services rendered in all capacities 
during the fiscal years ended March 31, 1996, March 31, 1995 
and March 31, 1994.  No executive officer 
received total annual salary and bonus for the fiscal year 
ended March 31, 1996 in excess of $100,000.



Summary Compensation Table

Annual Compensation                Long Term
                                 Compensation
                                  

Name and                                          All
Principal    Fiscal                Options       Other 
Position     Year   Salary Bonus   Granted    Compensation


Luke R.     1996   $85,067 $11,000   5,000         -                       
Schmieder,                                                       
Chief       1995   $80,304 $10,030   5,000       $687(1)
Executive                                             
Officer     1994   $77,908 $ 2,902   5,000       $620(1)


__________

(1)	This amount reflects the premium paid by the Company 
for a $100,000 term life insurance policy 
for the benefit of Mr. Schmieder.

	The following summary table sets forth information 
concerning grants of stock options made during 
the fiscal year ended March 31, 1996 to the Company's Chief 
Executive Officer.


Option Grants in Last Fiscal Year
                                      
                    Percent of Total
                   Options Granted to
           Options Employees in Fiscal Exercise Expiration
Name       Granted      Year           Price       Date

Luke R. 
Schmieder   5,000        4%            $2.75 March 31, 2000



Compensation of Directors

	The Company has adopted a nonqualified performance 
stock option plan, approved by the 
shareholders of the Company in October 1991, for the benefit 
of the directors of the Company.  The plan 
provides that each director of the Company serving as a 
director as of the first day after the end of the 
Company's fiscal year shall be granted the option to 
purchase 5,000 shares of Common Stock, provided that 
the Company has achieved a net after-tax profit for the 
immediately prior fiscal year then ended.  The 
purchase price of the Common Stock will be equal to the fair 
market value of the Common Stock on the 
date of grant.  The date of grant is the first business day 
in the month following the end of the Company's 
most recently completed fiscal year.  The fair market value 
is an amount equal to 100% of the closing bid 
price of the Common Stock on the over-the-counter market on 
the date of grant.

	On April 1, 1995, each of the five current directors of 
the Company was granted, for the fiscal year 
ended March 31, 1995, options to purchase 5,000 shares of 
Common Stock at $2.75 per share.

	The options are granted for a term of up to five years 
and may be exercised at any time after one 
year from the date of grant until the end of the fifth year 
from the date of grant.  Any optionee may pay the 
exercise price by delivering shares of Common Stock with a 
value equal to the exercise price.  The 
Company has reserved 150,000 shares of its authorized but 
unissued Common Stock for possible issuance 
pursuant to the plan.

	On March 25, 1996, the Board of Directors adopted a new 
nonqualified performance stock option 
plan for the benefit of the Company's Outside Directors (the 
"Outside Directors Stock Option Plan").  The 
Outside Directors Stock Option Plan, which is subject to 
shareholder approval, provides that the Outside 
Directors will receive grants to be determined and approved 
by the Company's inside directors and not to 
exceed 20,000 options per year per director.  Under the 
terms of the plan, the options are exercisable for a 
term of ten years, and during such term are exercisable as 
follows:  25% after each year, and 100% anytime 
after the fourth year until the end of the tenth year.  The 
purchase price of the Common Stock will be equal 
to 100% of the closing bid price of the Common Stock on the 
over-the-counter market on the date of grant.

	Beginning in fiscal 1997, all outside directors will 
receive cash compensation of $500 for each 
Board of Directors meeting attended in person.

Incentive Stock Option Plans

	The Company has adopted three incentive stock option 
plans, approved by the shareholders of the 
Company in September 1984, October 1989 and November 1993, 
respectively, for the benefit of the 
Company's employees.  The plans are administered by the non-
participating members of the Board of 
Directors, who select the optionees and determine the terms 
and conditions of the stock option grant.  The 
exercise price for options granted under the plans cannot be 
less than the fair market value of the stock at 
the date of grant or 110% of such fair market value with 
respect to options granted to any optionee who 
holds more than 10% of the Common Stock.  Options are not 
exercisable until one year after the date of 
grant and expire five years after the date of grant.  All 
outstanding options are subject to vesting provisions 
whereby they become exercisable over a four-year period.  
The plans authorize options to purchase up to 
200,000, 300,000 and 300,000 shares of Common Stock, 
respectively.

	As of March 31, 1996, options to purchase a total of 
327,405 shares were outstanding, at exercise 
prices ranging from $2.19 to $4.38 per share.  Further, as 
of March 31, 1996, options to purchase an 
aggregate of 201,000 shares remained available for grant 
under the latter two plans.  The plan adopted in 
September 1984 was terminated effective June 1, 1993.  No 
options were granted during the fiscal year 
ended March 31, 1996, pursuant to the Company's incentive 
stock option plans, to any of the Company's 
executive officers other than options to purchase 8,000 
shares at $2.75 per share which were granted to 
Steven W. Peterson, Vice President-Finance, Chief Financial 
and Chief Accounting Officer and Secretary of 
the Company.

Retirement Plan

	No retirement, pension or profit sharing program has 
been adopted by the Company.  The 
Company may offer stock bonuses, profit sharing or pension 
plans to key employees or executive officers 
of the Company in such amounts and upon such conditions as 
the Board of Directors may in its sole 
discretion determine.

THE OUTSIDE DIRECTORS STOCK OPTION PLAN PROPOSAL

	On March 25, 1996, the Board of Directors adopted and 
approved, subject to shareholder approval, 
the Outside Directors Stock Option Plan (the "Plan").  The 
Plan was adopted in order to enhance the 
Company's ability to secure and retain highly qualified and 
experienced individuals who are not regularly 
salaried employees of the Company to serve as directors of 
the Company.  THE BOARD OF 
DIRECTORS RECOMMENDS TO THE SHAREHOLDERS THAT THEY VOTE 
"FOR" THE 
APPROVAL OF THE ESTABLISHMENT AND ADOPTION OF THE OUTSIDE 
DIRECTORS 
STOCK OPTION PLAN.

	The Plan provides generally that:  (i) the purchase 
price of the Common Stock under each option 
granted shall not be less than the fair market value of the 
Common Stock on the date of grant; (ii) no 
director may be granted during any calendar year options to 
purchase more than 20,000 shares of Common 
Stock; (iii) no option may be granted for a period of 
greater than ten years from the date of grant; and (iv) a 
maximum of 150,000 shares of Common Stock have been 
authorized and reserved for issuance under the 
Plan.

	Subject to shareholder approval of the Plan, the 
Company has granted each of H. Stuart Campbell, 
Philip Quedenfeld and G. Lee Southard nonqualified options 
to purchase 4,000 shares at $7.00 per share 
until April 1, 2006.  Each of the foregoing options was 
granted at an exercise price equal to the fair market 
value of the Common Stock as of the date of grant.  Further, 
the options vest in 25% increments annually, 
subject to earlier termination or extension.  As of August 
2, 1996, the last sales price of the Common Stock 
was $7.00 per share.

	If and to the extent that any option to purchase 
reserved shares shall not be exercised by an outside 
director for any reason or if such option to purchase shall 
terminate as provided by the Plan, such shares 
which have not been so purchased thereunder shall again 
become available for the purposes of the Plan 
unless the Plan shall have been terminated.

	The Company has been advised that the federal income 
tax consequences of the Plan to the 
Company and the optionees, and possible exercise of options 
granted under the Plan, will depend upon 
future circumstances and possible changes in the tax laws.  
The following summary discussion addresses 
certain federal income tax consequences of the Plan.  This 
discussion does not purport to address all 
of the tax consequences that may be applicable to any 
particular outside director or to the 
Company.  In addition, this discussion does not address 
foreign, state, or local taxes, nor does it 
address federal taxes other than federal income tax.  This 
discussion is based upon applicable 
statutes, regulations, case law, administrative 
interpretations and judicial decisions in effect as of the 
date of this Proxy Statement.

	The income tax treatment of nonstatutory options is 
governed by SEC. 83 of the Internal Revenue Code 
of 1986, as amended.  This Section basically provides that 
if an option has a readily ascertainable fair 
market value when granted, then the optionee must recognize 
ordinary income at the time of grant but not at 
the time of exercise or disposal; if an option does not have 
a readily ascertainable fair market value when 
granted, the optionee must recognize ordinary income at the 
time of its exercise or disposal of the option but 
not at the time of its grant.  The Company will receive a 
corresponding compensation deduction for the 
amount included by the optionee as income in the same year 
that the optionee includes such amount as 
income.  Consequently, whether a nonstatutory option has a 
readily ascertainable fair market value at grant 
will determine whether the grant or the exercise of the 
nonstatutory option is the taxable event for the 
optionee who rendered the services for which the option was 
granted.


RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

	Ehrhardt Keefe Steiner & Hottman PC, Denver, Colorado, 
conducted the audits of the Company's 
accounting records since 1986 and the Board of Directors 
expects to engage the same firm to audit the 
Company's accounting records for the fiscal year ending 
March 31, 1997.  Ehrhardt Keefe Steiner & 
Hottman PC has performed no accounting services for the 
Company other than the audit of its financial 
statements.  It is the Company's understanding that Ehrhardt 
Keefe Steiner & Hottman PC is obliged to 
maintain audit independence as prescribed by the accounting 
profession and certain requirements of the 
Securities and Exchange Commission.  As a result, the 
directors of the Company do not specifically 
approve, in advance, non-audit services provided by Ehrhardt 
Keefe Steiner & Hottman PC nor do they 
consider the effect, if any, of such services on audit 
independence.

	A representative of Ehrhardt Keefe Steiner & Hottman PC 
will attend the Annual Meeting of 
Shareholders and will have the opportunity to make a 
statement if he so desires.  This representative will be 
available to respond to appropriate shareholder questions at 
that time.


PROPOSALS OF SHAREHOLDERS FOR PRESENTATION
AT NEXT ANNUAL MEETING OF SHAREHOLDERS

	Any shareholder of record of the Company who desires to 
submit a proper proposal for inclusion in 
the proxy materials relating to the next Annual Meeting of 
Shareholders must do so in writing and it must be 
received at the Company's principal executive offices by the 
end of the fiscal year, March 31, 1997.  The 
proponent must be a record or beneficial owner entitled to 
vote at the next Annual Meeting on his proposal 
and must continue to own such security entitling him to vote 
through the date on which the Meeting is held.


ANNUAL REPORT

	The Annual Report to Shareholders concerning the 
operations of the Company during the fiscal 
year ended March 31, 1996, including audited financial 
statements for the year then ended, has been 
distributed to all record holders as of the record date.  
The Annual Report is not incorporated in the Proxy 
Statement and is not to be considered a part of the 
soliciting material.


OTHER BUSINESS

	Management of the Company is not aware of any other 
matters which are to be presented at the 
Meeting, nor has it been advised that other persons will 
present any such matters.  However, if other 
matters properly come before the meeting, the individual 
named in the accompanying proxy shall vote on 
such matters in accordance with his best judgment.


AVAILABILITY OF ANNUAL REPORT ON FORM 10-KSB

	UPON WRITTEN REQUEST, THE COMPANY WILL PROVIDE, WITHOUT 
CHARGE, A 
COPY OF ITS ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR 
ENDED MARCH 31, 
1996, TO EACH SHAREHOLDER OF RECORD OR TO EACH SHAREHOLDER 
WHO OWNED 
COMMON STOCK OF THE COMPANY LISTED IN THE NAME OF A BANK OR 
BROKER, AS 
NOMINEE, AT THE CLOSE OF BUSINESS ON AUGUST 7, 1996.  ANY 
REQUEST BY A 
SHAREHOLDER FOR THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB 
SHOULD BE 
MAILED TO THE COMPANY'S SECRETARY, MESA LABORATORIES, INC., 
12100 WEST SIXTH 
AVENUE, LAKEWOOD, COLORADO 80228.

	The above notice and Proxy Statement are sent by order 
of the Board of Directors.

				
					Steven W. Peterson
					Secretary
August 9, 1996




THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

PROXY
FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
MESA LABORATORIES, INC.
TO BE HELD OCTOBER 4, 1996



  
                PROXY CARD

   The undersigned hereby appoints Luke R. Schmieder as the 
lawful agent and Proxy of the undersigned 
(with all powers the undersigned would possess if personally 
present, including full power of substitution), 
and hereby authorizes him to represent and to vote, as 
designated below, all the shares of Common Stock of 
Mesa Laboratories, Inc. held of record by the undersigned as 
of the close of business on August 7, 1996, at 
the Annual Meeting of Shareholders to be held on Friday, 
October 4, 1996, or any adjournment or 
postponement thereof.


1.	ELECTION OF DIRECTORS

___	FOR all nominees listed below	  ___WITHHOLD AUTHORITY
    (except as marked to the 		to vote for all nominees
	contrary below)  					listed below


L. Schmieder, P. Duke, H.S. Campbell, P. Quedenfeld, G.L. 
Southard
                                                                              


(INSTRUCTION:  To withhold authority to vote for any 
nominees, write the nominees' names on the space 
provided below.)                                                       
                                                                              
                                                                            
                                                                              

                                                                
2.	To approve the establishment of the outside directors 
stock option plan for the benefit of the outside 
directors of the Company (the "Outside Directors Stock 
Option Plan Proposal").

			_____ FOR	_____ AGAINST		_____ ABSTAIN

3.	In his discretion, the Proxy is authorized to vote upon 
any matters which may properly come before the 
Meeting, or any adjournment or postponement thereof.

     It is understood that when properly executed, this 
proxy will be voted in the manner directed herein by 
the undersigned shareholder.  WHERE NO CHOICE IS SPECIFIED 
BY THE SHAREHOLDER, THE 
PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS PROPOSED 
IN ITEM (1) AND 
IN FAVOR OF ITEM 2.

     The undersigned hereby revokes all previous proxies 
relating to the shares covered hereby and confirms 
all that said proxy or his substitutes may do by virtue 
hereof.

Please sign exactly as name appears below.  When shares are 
held by joint tenants, both should sign. When 
signing as attorney, executor, administrator, trustee or 
guardian, please give full title as such.  If a 
corporation, please sign in full corporate name by President 
or other authorized officer.  If a partnership, 
please sign in partnership name by authorized person.



Dated:_______________, 1996	                                                   
						Signature


						                                                                     
						Signature if held jointly




PLEASE MARK, SIGN, DATE AND
RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.




__PLEASE CHECK THIS BOX IF YOU INTEND TO BE PRESENT AT THE 
MEETING.

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