10-Q/A

    





 
 
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   __________

                                   FORM 10-Q/A
                                 Amendment No. 1

(Mark One)

              (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended March 31, 1996

                                       OR

              ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                       For the transition period from to 

                         Commission file number 0-24172

                          Metrologic Instruments, Inc. 
             (Exact name of registrant as specified in its charter)


              New Jersey                                    22-1866172  
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                         Identification No.)

              Coles Road at Route 42, Blackwood, New Jersey    08012 
              (Address of principal executive offices)       (Zip Code)

                                 (609)228-8100 
              (Registrant's telephone number, including area code)


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  .

As of May 3, 1996 there were 5,250,785 shares of Common Stock, $.01 par value 
per share, outstanding.


 

  


                          METROLOGIC INSTRUMENTS, INC.

                                      INDEX

 
 
                                                                           Page
                                                                            No.
                                                                              
Part I - Financial Information

         Item 1.  Financial Statements

                    Condensed Consolidated Balance Sheets -
                    March 31, 1996 and December 31, 1995                     3
 
                    Condensed Consolidated Statements of Operations -
                    Three Months Ended March 31, 1996 and 1995               4
 
                    Condensed Consolidated Statements of Cash Flows - Three
                    Months Ended March 31, 1996 and 1995                     5
 
                    Notes to Condensed Consolidated Financial Statements     6
 
         Item 2.  Management's Discussion and Analysis of
                    Financial Condition and Results of Operations            9
 
Part II - Other Information

         Item 1.           Legal Proceedings                                12
         Item 2.           Changes in Securities                            12
         Item 3.           Defaults upon Senior Securities                  12
         Item 4.           Submission of Matters to a Vote of Security
                           Holders                                          12
         Item 5.           Other Information                                12
         Item 6.           Exhibits and Reports on Form 8-K                 13


Exhibit Index

                           Statement Regarding Computation of Per Share
                           Earnings.

                           Financial Data Schedule


  


 



Item 6.  Exhibits and Reports on Form 8-K

                  (a)      Exhibits:

                           Exhibit Number
 
                                    11      Statement Regarding Computation of 
                                            Per Share Earnings.

                                    27      Financial Data Schedule

                   (b)     Reports on Form 8-K.

                           No reports on Form 8-K  were  filed during the 
                           quarter for which this report on Form 10-Q/A 
                           is being filed.







  


                                   SIGNATURES




Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this amendment to be signed by the undersigned 
thereunto duly authorized.



                                          METROLOGIC INSTRUMENTS, INC.






Date: July 23, 1996                        By:/s/Thomas E. Mills  IV 
                                             Thomas E. Mills  IV
                                             Vice President Finance &
                                             Chief Financial Officer
                                          (Principal Financial Officer)











  


                                  EXHIBIT INDEX

 
Exhibit No.
                                                                         

11       Statement Regarding Computation of Per Share Earnings             

27       Financial Data Schedule                                            

EX-27

 

<ARTICLE>                     5
<LEGEND>
     This schedules contains summary financial information extracted from
     unaudited financial statements for the three months ended March 31, 1996
     and is qualified in its entirety by reference to such financial statements.

       
                                            
<PERIOD-TYPE>                                  3-MOS
<PERIOD-START>                                 JAN-01-1996
<FISCAL-YEAR-END>                              Dec-31-1995
<PERIOD-END>                                   mar-31-1996
<CASH>                                         10,322,000
<SECURITIES>                                   0
<RECEIVABLES>                                  7,647,000
<ALLOWANCES>                                   502,000 
<INVENTORY>                                    4,822,000
<CURRENT-ASSETS>                               24,482,000
<PP&E>                                         4,361,000
<DEPRECIATION>                                 0
<TOTAL-ASSETS>                                 32,575,000
<CURRENT-LIABILITIES>                          10,449,000
<BONDS>                                        0
<PREFERRED-MANDATORY>                          0
<PREFERRED>                                    0
<COMMON>                                       53,000
<OTHER-SE>                                     18,355,000
<TOTAL-LIABILITY-AND-EQUITY>                   32,575,000
<SALES>                                        10,342,000
<TOTAL-REVENUES>                               10,342,000
<CGS>                                          6,271,000
<TOTAL-COSTS>                                  9,627,000
<OTHER-EXPENSES>                               (87,000)
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             29,000
<INCOME-PRETAX>                                802,000
<INCOME-TAX>                                   312,000
<INCOME-CONTINUING>                            0
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   490,000
<EPS-PRIMARY>                                  .09
<EPS-DILUTED>                                  .09