MAXWELL LABORATORIES INC /DE/
10-Q, 1996-03-18
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
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                      SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C.  20549





                                  FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

                    OF THE SECURITIES EXCHANGE ACT OF 1934





For the Quarter Ended January 31, 1996	        Commission File Number 0-10964







                           MAXWELL LABORATORIES, INC.

            Delaware                                   IRS ID#95-2390133
                              8888 Balboa Avenue
                        San Diego, California  92123
                          Telephone (619) 279-5100







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 February 29, 1996 Registrant had only one class of common stock of which 
there were 2,737,346 shares outstanding.


<PAGE>
<TABLE>
PART I - FINANCIAL STATEMENTS

                        Maxwell Laboratories, Inc.

                   Consolidated Condensed Balance Sheet
                             (in thousands)

                                 Assets
                                 ------
<CAPTION>
                                                     January 31,     July 31,
                                                        1996           1995 	
                                                      ---------     ---------
                                                     (Unaudited)     (Note)
<S>                                                   <C> <C>       <C> <C>
Current assets:
    Cash and cash equivalents                         $   1,799     $   4,053
    Accounts receivable - net                            16,446        16,030
    Inventories:		
       Finished products                                  1,073         1,181
       Work in process                                    1,840         2,292
       Parts and raw materials                            4,049         3,766
                                                      ---------     ---------  
                                                          6,962         7,239
    Recoverable income taxes                                929           861
    Prepaid expenses                                        596           572
    Deferred income taxes                                   145         2,090
                                                      ---------     ---------
       Total current assets                              26,877        30,845

Property, plant and equipment - net                      15,586        20,315
Deposits and other assets                                   787         1,210
                                                      ---------     ---------
                                                      $  43,250     $  52,370
                                                      =========     =========
</TABLE>
<TABLE>

<CAPTION>
                    Liabilities and Shareholders' Equity
                    ------------------------------------

<S>                                                   <C> <C>       <C> <C>
Current liabilities:
    Bank checks outstanding                           $     902     $      --
    Accounts payable                                      9,147         9,400
    Accrued employee compensation                         2,530         2,681
    Current portion of long-term debt 
       and short-term borrowings                          2,909           909
                                                      ---------     ---------
       Total current liabilities                         15,488        12,990

Long-term debt                                            1,474         1,928
Deferred income taxes                                        --           805
Minority interest and additional amounts contributed      1,048         1,283

Shareholders' equity:
    Common stock                                            274           269
    Additional paid-in capital                           19,266        18,889
    Retained earnings                                     5,700        16,206
                                                      ---------     ---------
                                                         25,240        35,364
                                                      ---------     ---------
                                                      $  43,250     $  52,370
                                                      =========     =========


<FN>
Note:  The Balance Sheet at July 31, 1995 has been derived from the audited 
       financial statements at that date.


See notes to consolidated condensed financial statements.
</TABLE>

<PAGE>
<TABLE>


PART I - FINANCIAL STATEMENTS, continued

                         Maxwell Laboratories, Inc.

            Consolidated Condensed Statement of Income - (Unaudited)
                    (in thousands except per share data)


<CAPTION>
                                                            Three Months
                                                          Ended January 31,
                                                      -----------------------	
                                                         1996          1995	
                                                      ---------     ---------
<S>                                                   <C> <C>       <C> <C>
Sales                                                 $  19,340     $  17,630

Costs and expenses:
    Cost of sales                                        17,997        13,046
    Research and development expenses                     1,335           936
    Selling, administrative and general expenses          4,569         3,371
    Sierra division restructure and asset 
       impairment losses                                  2,568            --
    Other - net                                            (129)          (98)
                                                      ---------     ---------
                                                         26,340        17,255
                                                      ---------     ---------
       Income (loss) before income taxes
          and minority interest                          (7,000)          375

Income taxes                                              1,172           121
                                                      ---------     ---------
                                                         (8,172)          254

Minority interest in net income of subsidiary                 7            17
                                                      ---------     ---------

       Net income (loss)                              $  (8,179)    $     237
                                                      =========     =========

Earnings (loss) per share                             $   (3.01)    $     .09
                                                      =========     =========


Weighted average number of shares                     2,721,000     2,677,000
                                                      =========     =========










<FN>
Note:  Earnings (loss) per share is based upon weighted average number of shares
       of common stock outstanding and all dilutive stock options.  Per share 
       amounts are unchanged on a fully dilutive basis.



See notes to consolidated condensed financial statements.
</TABLE>

<PAGE>
<TABLE>

PART I - FINANCIAL STATEMENTS, continued

                        Maxwell Laboratories, Inc.

        Consolidated Condensed Statement of Income - (Unaudited)
                  (in thousands except per share data)

                                                             Six Months
                                                          Ended January 31,	
                                                      -----------------------
                                                         1996          1995	
                                                      ---------     ---------
<S>                                                   <C> <C>       <C> <C>
Sales                                                 $  38,512     $  35,548	

Costs and expenses:
    Cost of sales                                        32,861        25,992
    Research and development expenses                     2,318         2,290
    Selling, administrative and general expenses          7,702         6,560
    Sierra division restructure and asset 
       impairment losses                                  2,568            --
    Other - net                                            (219)         (183)	
                                                      ---------     ---------
                                                         45,230        34,659	
                                                      ---------     ---------

       Income (loss) before income taxes, 
          minority interest and cumulative
          effect of change in accounting method          (6,718)          889

Income taxes                                              1,200           284
                                                      ---------     ---------
                                                         (7,918)          605	

Minority interest in net income of subsidiary                19            45
                                                      ---------     ---------

       Income (loss) before cumulative 
          effect of change in accounting method          (7,937)          560

Cumulative effect of change in accounting method         (2,569)           --
                                                      ---------     ---------

       Net income (loss)                              $ (10,506)    $     560
                                                      =========     =========

Earnings (loss) per share before cumulative 
    effect of change in accounting method             $   (2.93)    $     .21
                                                      =========     =========

Earnings (loss) per share                             $   (3.88)    $     .21
                                                      =========     =========

Weighted average number of shares                     2,706,000     2,678,000
                                                      =========     =========




Note:  Earnings (loss) per share is based upon weighted average number of 
       shares of common stock outstanding and all dilutive stock options.  Per
       share amounts are unchanged on a fully dilutive basis.



See notes to consolidated condensed financial statements.


PART I - FINANCIAL STATEMENTS, continued

                          Maxwell Laboratories, Inc.

          Consolidated Condensed Statement of Cash Flows - (Unaudited)
                                (in thousands)


                                                             Six Months
                                                          Ended January 31,	
                                                      -----------------------
                                                         1996          1995	
                                                      ---------     ---------
<S>                                                   <C> <C>       <C> <C>
OPERATING ACTIVITIES
  Net income (loss)                                   $ (10,506)    $     560
  Adjustments to reconcile net income (loss) 
     to net cash used in operating activities:
       Depreciation and amortization                      1,075         1,433
       Sierra division restructure and asset 
         impairments and losses                           2,825            --
       Cumulative effect of change in accounting 
         method                                           2,569            --
       Minority interest in net income of subsidiary         19            45
       Changes in operating assets and 
         liabilities - net                                  830        (2,974)
                                                      ---------     ---------
         NET CASH USED IN 
            OPERATING ACTIVITIES                         (3,188)         (936)
                                                      ---------     ---------

INVESTING ACTIVITIES
  Purchases of property and equipment                      (994)       (1,402)
                                                      ---------     ---------
         NET CASH USED IN
            INVESTING ACTIVITIES                           (994)       (1,402)
                                                      ---------     ---------
                               
FINANCING ACTIVITIES
  Principal payments on long-term debt                     (454)         (517)	
  Proceeds from short-term borrowings                     2,000            --
  Proceeds from issuance of Company stock                   382            --	
                                                      ---------     ---------
         NET CASH PROVIDED BY (USED IN)
            FINANCING ACTIVITIES                          1,928          (517)	
                                                      ---------     ---------

         DECREASE IN CASH AND
            CASH EQUIVALENTS                             (2,254)       (2,855)	

  Cash and cash equivalents at beginning of period        4,053         4,579
                                                      ---------     ---------

         CASH AND CASH EQUIVALENTS
            AT END OF PERIOD                          $   1,799     $   1,724
                                                      =========     =========




See notes to consolidated condensed financial statements.
</TABLE>

<PAGE>
PART I - continued



NOTES TO FINANCIAL STATEMENTS

       The preceding interim consolidated condensed financial statements 
contain all adjustments (consisting of normal recurring accruals) which are,
in the opinion of management, necessary for a fair and accurate presentation 
of financial position at January 31, 1996 and the results of operations for 
the three and six month periods then ended.  These interim financial 
statements should be read in conjunction with the Company's July 31, 1995 
audited financial statements included in its Proxy Statement for the 1995 
Annual Meeting of Shareholders.  Interim results are not necessarily 
indicative of those to be expected for the full year.
               
       The consolidated financial statements include the accounts of Maxwell
Laboratories, Inc., and its majority-owned subsidiary, PurePulse Technologies,
Inc.  All significant intercompany transactions and account balances are 
eliminated in consolidation.

       In the current year the Company recorded one-time charges totaling
approximately $9.5 million.  About $7 million of the charges are included in
second quarter results, and the remainder is recorded in restated first 
quarter results as the cumulative effect of a change in accounting method due
to the Company's early adoption of Financial Accounting Standards Board (FASB)
Statement  No. 121.  Approximately $8 million of the charges do not require 
current or future cash outlays.

       The overall $9.5 million charge consists of the following:  $4.1 million
for write-downs of existing property, plant and equipment due to the
implementation of Statement No. 121, which requires that the carrying amount
of certain long-lived assets be written down if an impairment in value is 
determined to exist; the assets were evaluated on the basis of adequate 
anticipated future cash flows, as defined by the FASB, and assessments of 
fair market value were primarily based on estimated resale values;  a $1.1 
million charge to fully reserve the existing net deferred income tax assets 
of Maxwell (excluding its PurePulse Technologies subsidiary), as required 
under current financial accounting rules for income taxes; $0.9 million 
associated with surplus military and space-related inventory due to the 
restructuring of the Sierra division; and $3.4 million of other asset 
write-downs and reserves taken on the basis of current information on risk 
areas for the Company, of which $1.2 million is included in selling, 
administrative and general expenses and the remainder is charged to cost of 
sales; these other charges include contract reserves at the S-Cubed division,
inventory reserves at the I-Bus and Balboa divisions, write-down 
of Business Systems division software, and certain charges at the Corporate
level, including expenses related to the search for a new Chief Executive 
Officer of the Company and environmental and other reserves.

        As a result of the cumulative effect of a change in accounting method
adjustment from the early adoption of FASB Statement No. 121, the Company's 
financial statements as of and for the three months ended October 31, 1995 have
been restated.  The effect of the change to the reported fiscal year 1996 first
quarter results is as follows:


<TABLE>
<CAPTION>
                                                  Three Months
                                              Ended October 31, 1995	
                                        ----------------------------------
                                        As Previously              As
                                          Reported              Adjusted	
                                        --------------       -------------
            <S>                         <C>    <C>           <C>    <C>
            Net income (loss)           $     60,000         $ (2,327,000)
            Earnings (loss) per share   $        .02         $       (.86)
            Retained earnings           $ 16,266,000         $ 13,879,000

</TABLE>


PART I - continued



             In January 1991, the California Department of Toxic Substances 
Control, or DTSC, notified the Company that it had been identified as one of
a number of "potentially responsible parties" with respect to alleged 
hazardous substances released into the environment at a recycling facility 
in San Diego County. Although the Company was not involved in the transport 
or disposal of the substances, Maxwell remains a potentially responsible party
under California and Federal "Superfund" laws.  In 1992, the Company and 
approximately 40 other potentially responsible parties signed a consent order
which had been negotiated with the DTSC, agreeing to pay $4 million of the 
$7.9 million response costs previously incurred by the State, and to pay for 
certain future site investigations and interim response actions outlined in 
the consent order.  The currently estimated cost of such activities is $9.1 
million, and the Company's share of the cost, as allocated by the parties to 
the consent order, is currently estimated at approximately 7.0%.  The eventual
cost of all removal and remediation activities, for which the Company and the
other potentially responsible parties will share in additional reimbursements 
to the State, and including the $9.1 million referred to above, is currently 
estimated to be in the range of $15 - $20 million.  The Company has accrued 
its share of such estimated costs; on the basis of amounts accrued by the 
Company, it is management's opinion that any additional liability resulting 
from this situation will not have a material effect on the Company's financial
statements.  There have been no material developments on this matter since the
date of issuance of the Company's audited financial statements for the year 
ended July 31, 1995.

             Backlog of unfilled orders at January 31, 1996 was $77.6 million,
of which $40.4 million is fully funded.


<PAGE>
PART I - continued



MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL 
POSITION

Special Reserves and Other Charges
- ----------------------------------

        First half results for fiscal year 1996 include charges of 
approximately $9.5 million, about $7 million of which are included in second 
quarter results, and about $2.5 million of which are recorded in restated 
first quarter results as the cumulative effect of a change in accounting 
method.  The change in accounting method is related to the early adoption of
Financial Accounting Standards Board (FASB) Statement No. 121, as described
below. Approximately $8 million of the charges do not require current or 
future cash outlays.
                  
        The overall $9.5 million charge consists of the following:

<TABLE>
        <S> <S>                                                   <C>   <C>
        -   Adoption of FASB Statement No. 121, which 
            addresses the recoverability of the carrying 
            costs of long-lived assets                            $ 4,100,000

            New FASB Statement No. 121 requires that the 
            carrying amount of certain long-lived assets
            be written down if an impairment in value is
            determined to exist.  The assets subject to 
            evaluation are those long-lived assets (i.e., 
            primarily property, plant and equipment) not
            supported by adequate anticipated future cash
            flows, as defined by the FASB.  Of  the $4.1
            million amount, about $2.5 million relates to
            assets held for sale or other disposal, and 
            under the adoption provisions of Statement 
            No. 121,  must be accounted for in the first
            fiscal quarter as the cumulative effect of a
            change in accounting method.  First quarter
            fiscal 1996 results have accordingly been 
            restated.  The remainder of the Statement No.
            121 loss is from assets to be retained for 
            use, and is recorded as a current period 
            charge.

        -   Required reserve to fully cover Maxwell's net
            deferred tax assets                                   $ 1,100,000
                    
            Absent the ability to carry losses back for 
            book income tax purposes, and with the current
            year loss recorded to date, net deferred tax 
            assets of the parent company must be fully 
            reserved under the current accounting rules for 
            income taxes.  The deferred income taxes of 
            PurePulse Technologies, Inc., a 76.5% owned 
            subsidiary which files separate income tax 
            returns, are not reserved.  While this charge 
            is recorded in the current quarter as income tax 
            expense, it may be recovered if future years are
            profitable as a reduction in book income tax 
            expense that would otherwise be required in such
            a profitable year.  The Company's tax situation
            in the current year also requires that all of 
            the losses recorded, including the reserves and 
            other charges, be booked without a tax benefit 
            for financial reporting purposes.  Therefore, 
            the losses for financial reporting purposes are
            the same after-tax as they are pre-tax.
                    
                    
                    
PART I - continued
               
                  
                
        -   Surplus military and space-related inventory 
            due to the restructuring of the Sierra 
            Capacitor / Filter division                           $   900,000
               
            This restructuring involves a focus on new 
            commercial, primarily medical, product lines
            and a de-emphasis of unprofitable and high-
            risk military and space products.
                
        -   Other asset write-downs and reserves taken            $ 3,400,000

            These other write-downs and reserves include
            contract reserves at the S-Cubed division 
            ($1,000,000), inventory reserves at the I-Bus
            and Balboa divisions ($500,000), write-down 
            of capitalized Business Systems division 
            software ($800,000), and certain charges at 
            the Corporate level ($1,100,000), including 
            costs and expenses related to the search for
            a new Chief Executive Officer of the Company, 
            as announced in the first quarter of this 
            fiscal year, and environmental and other 
            reserves.		
                                                                  -----------
                                                                  $ 9,500,000
                                                                  ===========  

        The decision to concentrate on specific business lines at Sierra,
operational losses associated with the chemical analytical services business,
and the need to reserve the Company's net deferred income tax assets, led to 
the decision to early adopt Statement No. 121 in the current quarter, rather 
than wait until the first quarter of next fiscal year when adoption would 
otherwise have been required.  The other asset write-downs and reserves taken
derive from the assessment of current information on risk areas for the 
company, and reflect the impact of recent strategic decisions on the carrying
value of operating assets and liabilities.  The Company retains a strong 
balance sheet, as discussed in the Liquidity section below.  A discussion of 
sales and operating results follows.

Results of Operations
- ---------------------

        Sales for the quarter ended January 31, 1996 were $19,340,000, or a 10%
increase over the $17,630,000 for the same period one year ago.  Six-month 
sales were $38,512,000, or an 8% increase over the $35,548,000 for last year's
first six months.  These increases are due to a rise in sales of commercial, 
industrial and scientific products (CIS), which increased just over 25% from 
the prior year for both the second quarter and first six months, offsetting 
sales decreases of slightly less than 15% in the technology programs and 
services (TPS) business segment in the comparable periods.  These business 
segment sales are further described in the paragraphs below.
               
        CIS sales for the second quarter were $13,073,000, an increase of
approximately $2,700,000, or 26%, compared to last year's second quarter.  Six-
month CIS sales were $24,331,000, an increase of approximately $5,100,000, or
27%, compared to the same period last year.  For the three and six month 
periods, over half and 40% of the increase, respectively, is attributable to 
the S-Cubed division's new software business area.  Currently, this business 
consists primarily of two long-term fixed price contracts, both of which are 
scheduled for completion in calendar 1996.  The other substantial increase in
CIS business segment sales is in the I-Bus division's PC-based controllers for
original equipment manufacturers.  These sales account for 25% of the three 
month increase, and 40% of the year-to-date increase.  The balance of the CIS
sales increase is primarily due to higher sales of pulsed power components, 
such as capacitors.  While these are positive revenue gains for both the second
quarter and the six months, it should be noted when making such comparisons 
that fluctuations upward or downward have occurred from time to time in several
of the Company's CIS groups.



PART I - continued



        TPS sales for the second quarter were $6,267,000, a decrease of 
approximately $1,000,000, or 14%, compared to the prior year.  Six-month TPS 
sales were $14,181,000, a decrease of approximately $2,200,000, or 13%, 
compared to last year's six-month period.  The situation in the TPS business 
segment is very little changed from the first quarter report, as overall 
Defense/contract R&D sales remain slightly higher than in the comparable 
periods of the prior year and chemical analytical services revenues are down.
While the Defense results are encouraging, the federal budget effect on future
Defense spending, and its impact on the Company, are not predictable and, 
therefore, previously reported results are not necessarily indicative of those
to be expected in the future.

        The chemical analytical services laboratory at S-Cubed has historically
focused on sample analysis for the Department of Energy (DOE) and the EPA.  A
significant decline in the flow of samples from these agencies is the major 
factor affecting chemistry revenues in the three and six-month periods.  
Laboratory management believes this curtailment of sample flow is primarily due
to federal budget delays and a current shift in emphasis at federal levels from
characterization to remediation.  While future revenues are not currently 
predictable, the laboratory has won several new and follow-on contract awards
in the last two months which afford the opportunity to receive federal samples
some months in the future.  For the most part, however, the contracts do not 
provide for any fixed amount of sample deliveries.  The Company is following a
dual strategy for the laboratory of added sales and marketing efforts, and 
exploring its possible sale.  Although the impact of a sale transaction on 
operating results is uncertain, the carrying cost of the chemical analytical 
services group's long-lived assets  has been adjusted in connection with the 
adoption of Statement No. 121.  Other laboratory assets, primarily receivables
and inventory, have a current book value of approximately $500,000.

        Cost of sales for the second quarter was $17,997,000 or 93.1% of sales,
and for the six months $32,861,000 or 85.3% of sales.  These amounts are a 
substantial increase from the prior year as a percent of sales due in large
part to the reserves and write-offs described above.  Approximately $2 million
of the January charges impacted cost of sales.  This primarily includes 
reserves for contracts in S-Cubed's commercial software business area and the
write-down of capitalized Business Systems division product software costs.  A
smaller amount of the charges are related to inventory at the I-Bus and Balboa
divisions.

        Prior to the $2 million charge, cost of sales as a percent of sales for
the three and six-month periods is 81.9% and 80.2%, respectively, compared to
74.0% and 73.1% for the same periods last year.  On a percentage basis, the 
increases are nearly evenly distributed between the Company's two business 
segments for both the second quarter and the year-to-date.  In the CIS segment,
the largest factor in the increase in pre-write-off cost of sales as a percent 
of sales is the low profit margin associated with the S-Cubed division's entry
into commercial software markets.  However, gross profit margins are also lower
in nearly all of the CIS business areas,  reflecting, in addition to the 
S-Cubed impact, a shift in the mix at the I-Bus division to products and 
customers involving more competitive pricing pressures, and the re-working of
products and processes at the Sierra division prior to the restructuring of 
product focus.  In the TPS business segment, cost of sales as a percent of 
sales increased over the prior year primarily due to the impact of the fixed 
costs of the S-Cubed chemical analytical services laboratory given the large
decrease in revenues from historical levels.  Delays in funding on a DOE 
technology development program also contributed to the increase.

        Research and development expenses were $1,335,000 for the second 
quarter, compared to $936,000 for last year's second quarter.  For the six 
months these expenses were nearly unchanged from the prior year, at $2,318,000
as compared to $2,290,000, respectively.  The increase in the second quarter is
attributable to an increased number of opportunities to respond to requests for
large proposals, primarily in the networked software, power conversion systems
and technology development areas.


PART I - continued



        Selling, administrative and general expenses include $1.2 million of 
the reserves and write-offs described previously.  Excluding those special
charges, selling, administrative and general expenses are nearly unchanged from
the prior year for both the second quarter and year-to-date.

        Income tax expense was provided at a rate of 32% in the prior year, and
as described previously, there is no income tax benefit provided on the current
year loss.

        As a result of the above factors, the net loss for the three and six
months ended January 31, 1996 was $8,179,000 and $10,506,000, respectively.  As
discussed earlier, the six month results include approximately $2.5 million of
Statement No. 121 loss that was required to be reported as a restatement of
1996's first fiscal quarter.  Accordingly, approximately $7 million of the 
special reserves and other charges impact the second quarter, and the three and
six-month losses excluding such charges are $1,094,000 and $1,034,000, 
respectively.  The comparable figures for the prior year are net income of 
$237,000 in the second quarter, and $560,000 for the six months.

Liquidity and Capital Resources 
- -------------------------------

        With working capital over $11 million and most of the second quarter
charges requiring no future outlay of cash, the Company's balance sheet remains
strong.  The current ratio of 1.7 to 1 at January 31, 1996, compares to 2.4 to
1 at the end of fiscal year 1995.  The Company's operations used $3.2 million
in cash in the first six months, due primarily to an increase in receivables 
associated with S-Cubed's commercial software projects and inventory build-up
at I-Bus.  In addition, as a result of the second quarter charges, the Company
is not in compliance with the tangible net worth requirement in its bank loan
covenant.  Management is holding discussions with the bank under a plan to 
renegotiate the lending arrangement.  Cash requirements not met with funds on
hand are currently planned to be met through the Company's bank line of credit
of $7.5 million.



PART II - OTHER INFORMATION

Item 3. Defaults Upon Senior Securities
        -------------------------------
               
        As a result of the significant reserves and other charges in the three
months ending January 31, 1996, a covenant in the Registrant's $7.5 million 
bank line of credit requiring a stated minimum tangible net worth was breached.
At January 31, 1996, the Registrant had borrowed $2 million under the line of
credit.  The lender has given the Registrant a letter of forebearance on taking
any action as a result of the default for a period through May 1, 1996 to give 
the parties time to renegotiate the lending arrangement.
            
Item 4. Submission of Matters to a Vote of Security Holders
        ---------------------------------------------------

        The Registrant's Annual Meeting of Shareholders was held on December
12, 1995.  At the meeting, Alan C. Kolb, Karl M. Samuelian, and Thomas B. 
Hayward were reelected as Class III directors for terms expiring at the 1998 
Annual Meeting of Shareholders.  In addition, directors Adolphe G. Gueymard, 
John W. Weil, Lewis J. Colby, Jr., Donn A. Starry, Henry F. Owsley, and Sean 
M. Maloy continue to serve as directors with terms expiring at the 1996 and 
1997 Annual Meetings of Shareholders.



PART II - continued



        In addition, the Registrant's shareholders approved the adoption of the
Company's 1995 Stock Option Plan.  A maximum of 250,000 shares have been 
authorized for issuance pursuant to the exercise of options granted under such 
plan.

        The following number of votes were cast "for" and to "withhold 
authority to vote for" on the election of the three directors elected as Class
III directors at the meeting:

Alan C. Kolb          For: 2,348,425          Withhold Authority: 68,824	
                           =========                              ======

Karl M. Samuelian     For: 2,324,087          Withhold Authority: 93,162	
                           =========                              ======

Thomas B. Hayward     For: 2,323,699          Withhold Authority: 93,550	
                           =========                              ======

        The vote on the approval of the Company's 1995 Stock Option Plan was as
follows:

                              For:      1,073,591
                              Against:    563,380
                              Abstain:     96,615

Item 6. Exhibits and Reports on Form 8-K
        --------------------------------

        (a)  Exhibits
             --------               

             No exhibits are included with the Form 10-Q for the period ended
             January 31, 1996.

        (b)  Reports on Form 8-K
             -------------------

             No reports on Form 8-K were filed during the quarter ended January
             31, 1996.



                                  SIGNATURE

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

                                    MAXWELL LABORATORIES, INC.



March 15, 1996                      /s/ Gary Davidson		
- -----------------------             --------------------------------------
Date                                Gary Davidson, Chief Financial Officer
                                    and Authorized Officer




</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>                    
<PERIOD-TYPE>                   6-MOS                   
<FISCAL-YEAR-END>                          JUL-31-1996
<PERIOD-END>                               JAN-31-1996
<CASH>                                           1,799               
<SECURITIES>                                         0                 
<RECEIVABLES>                                   16,446                 
<ALLOWANCES>                                         0                 
<INVENTORY>                                      6,962                 
<CURRENT-ASSETS>                                26,877                 
<PP&E>                                          46,055                 
<DEPRECIATION>                                  30,469                 
<TOTAL-ASSETS>                                  43,250                 
<CURRENT-LIABILITIES>                           15,488                 
<BONDS>                                          1,474                 
<COMMON>                                           274                 
                                0                 
                                          0                 
<OTHER-SE>                                      24,966                 
<TOTAL-LIABILITY-AND-EQUITY>                    43,250                 
<SALES>                                         38,512                 
<TOTAL-REVENUES>                                38,512                 
<CGS>                                           32,861                 
<TOTAL-COSTS>                                   32,861                 
<OTHER-EXPENSES>                                 2,318                 
<LOSS-PROVISION>                                     0            
<INTEREST-EXPENSE>                                   0                 
<INCOME-PRETAX>                                 (6,718)                 
<INCOME-TAX>                                     1,200                 
<INCOME-CONTINUING>                             (7,937)                  
<DISCONTINUED>                                       0                 
<EXTRAORDINARY>                                      0                 
<CHANGES>                                       (2,569)                 
<NET-INCOME>                                   (10,506)                
<EPS-PRIMARY>                                    (3.88)                 
<EPS-DILUTED>                                    (3.88)                
        

</TABLE>


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