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
[]     Confidential, for Use of the Commission Only (as permitted by Rule 
14a-6(e)(2))
[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)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)


Payment of Filing Fee (Check the appropriate box):
[x]     No fee required.
[]     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 (set forth the amount on which the filing 
fee is calculated and state how it was determined):
                                                                                



                                       

     4)     Proposed maximum aggregate value of transaction:
                                                                                



                                       

     5)     Total fee paid:
                                                                                



                                       

[]     Fee paid previously with preliminary materials.

[]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, November 7, 1997

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, November 7, 
1997, at 2:30 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; and

     2.     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 September 10, 
1997, 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 proposal and a form of 
Proxy accompany this Notice.

                                             By Order of the Board of 
Directors


Dated:  September 15, 1997                              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, November 7, 1997

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, November 7, 1997, 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 September 15, 1997.

     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, and in accordance with his best 
judgement 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; and

     2.     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 September 10, 1997, at which time the 
Company had outstanding and entitled to vote at the meeting 4,308,137 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 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 the Company's 
Common Stock owned beneficially as of March 31, 1997, 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, 1997 except as set forth 
below.


     
                                                    Amount 
and                   Percentage of
Name of Beneficial                         Nature of                  Class 
Benefi-
      Owner(1)                        Beneficial Ownership             cially 
                                                                                
            Owned  
                                                        
                            
Luke R. Schmieder                       476,117 (2)                         
11.0
                         
Steven W. Peterson                          64,825(3)                         
1.5
                         
Paul D. Duke                                  180,662 
(4)                         4.2

H. Stuart Campbell                           57,000(5)                         
1.3

Philip D. Quedenfeld                       166,099(6)                         
3.8

G. Lee Southard                                80,000 
(7)                        1.8
                         
All officers and                             1,024,703(8)                      
23.2
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 16,000 shares which Mr. Schmieder has the right to acquire within 
60 days by exercise of stock options.
(3)Includes 19,250 shares which Mr. Peterson has the right to acquire within 
60 days by exercise of stock options.
(4)Includes 16,000 shares which Mr. Duke has the right to acquire within 60 
days by exercise of stock options.
(5)Includes 16,000 shares which Mr. Campbell has the right to acquire within 
60 days by exercise of stock options.
(6)Includes 16,000 shares which Mr. Quedenfeld has the right to acquire 
within 
60 days by exercise of stock options.
(7)Includes 16,000 shares which Dr. Southard has the right to acquire within 
60 days by exercise of stock options.
(8)Includes 99,250 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 meeting 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, 1997.

     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, 1997.

     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.

     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 and Address                    Age               Office
                                                           
Luke R. Schmieder                      54            President, Chief 
Executive
12100 West Sixth Avenue                           Officer, Treasurer and
Lakewood, Colorado                                   Director

Paul D. Duke                               55            Vice President
12100 West Sixth Avenue                            and Director
Lakewood, Colorado   

Philip D. Quedenfeld                    66            Director
12100 West Sixth Avenue
Lakewood, Colorado

G. Lee Southard, Ph.D.                60            Director
12100 West Sixth Avenue
Lakewood, Colorado

H. Stuart Campbell                       67            Director
12100 West Sixth Avenue
Lakewood, Colorado
          

(1)The term of office of each officer of the Company is at the discretion of 
the Board of Directors.

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

     Mr. 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 D. Duke, Vice President and Director

     Mr. 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, Director

     Mr. 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, Director

     Mr. 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, Ph.D., Director

     Dr. 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, 1997, March 31, 1996 and March 31, 1995.  No other executive 
officer 
received total annual salary and bonus for the fiscal year ended March 31, 
1997 in excess of $100,000.

SUMMARY COMPENSATION TABLE


                                                                       
Long-term
Annual Compensation                                  Compensation

Name 
and                                                                             
    All
Principal         Fiscal                                          
Options         Other
Position          Year         Salary    Bonus(2)     Granted    Compensation
                                                            
Luke R.           1997      $88,775   $14,000         4,000             -
Schmieder, 
Chief               1996      $85,067   $30,000        5,000             -  
Executive 
Officer             1995      $80,304   $11,000        5,000         $687 (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.
(2)Reflects bonus earned in fiscal year, but paid in the following fiscal 
year.

     The following summary table sets forth information concerning grants of 
stock options made during the fiscal year ended March 31, 1997 to the 
Company's Chief Executive Officer.

Option Grants in Last Fiscal Year

                                               Percent of Total
                                             Options Granted 
to                                   Expiration
Name     Options Granted  Employees in Fiscal Year   Exercise Price       Date
                                                                     
               
Luke R.
 Schmieder     4,000                           5%                        
$7.70     March 31, 2001

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.

     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 October 4, 1996, the Company adopted a new nonqualified performance 
stock option plan for the benefit of the Company's outside Directors.  The 
plan 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.

     On April 1, 1996, each of the Company's three outside directors were 
granted options to purchase 4,000 shares of Common Stock at $7.00 per share.  
The Company's two inside directors each were granted options to purchase 
4,000 
shares of Common Stock at a price of $7.00 per share for Mr. Duke and at a 
price of $7.70 per share for Mr. Schmieder.

     Beginning in fiscal 1997, all outside directors received 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 Company's 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, 1997, options to purchase a total of 327,645 shares were 
outstanding, at exercise prices ranging from $2.19 to $7.70 per share.  
Further, as of March 31, 1997, options to purchase an aggregate of 143,450 
shares remained available for grant under the latter two plans.  The plan 
adopted in September 1984 was terminated effective June 1, 1993.  Options 
were 
granted during the fiscal year ended March 31, 1997, pursuant to the 
Company's 
incentive stock option plans, to each of the Company's executive officers.  
Options to purchase 5,000 shares and 4,000 shares at $7.00 per share were 
granted to Mr. Steven W. Peterson, Vice President-Finance and Mr. Paul Duke, 
Vice President, respectively.  Mr. Luke R. Schmieder, President, was granted 
options to purchase 4,000 shares at $7.70 per share.

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.




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, 1998.  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 SHAREHOLDER 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, 
1998.  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, 1997, 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 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, 1997, 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 SEPTEMBER 10, 1997.  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

September 15, 1997


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 NOVEMBER 7, 1997

     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 September 10, 1997, at the Annual Meeting of 
Shareholders to be held on Friday, November 7, 1997, or any adjournment or 
postponement thereof.
1. ELECTION OF DIRECTORS
   _  FOR all nominees listed below                _  WITHHOLD AUTHORITY
     (except as marked to the contrary below)       (to vote for all nominees 
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. 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).

  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 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:____________,1997          ___________________________
                         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.