IONICS INC
11-K/A, 1995-06-27
SPECIAL INDUSTRY MACHINERY, NEC
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<PAGE>
                             FORM 10-K/A

                AMENDMENT TO FORM 10-K ANNUAL REPORT

                 SECURITIES AND EXCHANGE COMMISSION

                        Washington, DC 20549

                           AMENDMENT NO. 1

[ X ]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended   December 31, 1994          

                                 OR

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period ended___________________________

Commission File Number              1-7211                

                           Ionics, Incorporated             
        (Exact name of registrant as specified in it charter)

          Massachusetts                    04-2068530       
 State or other jurisdiction of        (I.R.S. Employer 
 incorporation or organization       Identification Number)

 65 Grove Street, Watertown, Massachusetts        02172     
(Address of principal executive offices)       (Zip Code)

Registrant's telephone number, including area code: 617-926-2500 


Securities registered pursuant to Section 12(b) of the Act:

   Title of each class      Name of each exchange on which registered

Common Stock, $1 par value           New York Stock Exchange        


     Securities registered pursuant to Section 12(g) of the Act:

                                None                                
                          (Title of Class)








<PAGE>



    The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portions of its Annual Report
on Form 10-K for the fiscal year ended December 31, 1994 as set forth
in the pages attached hereto:

1.  Item 14(a) 3. of Part IV of said report on Form 10-K is amended to
list Form 11-K, Annual Report of the Ionics Section 401(k) Stock
Savings Plan for the year ended December 31, 1994, as Exhibit 13(b)
thereto.  The Annual Report of the Ionics Section 401(k) Stock Savings
Plan on Form 11-K for the year ended December 31, 1994 is hereby filed
pursuant to rule 15d-21 and General Instruction F to Form 10-K as an
Exhibit to said Annual Report on Form 10-K.

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

                                     IONICS, INCORPORATED
                                     (Registrant)



Date:  June 26, 1995                 By /s/Stephen Korn          
                                        Stephen Korn
                                        Vice President and
                                        General Counsel


                                     


<PAGE>
                                  PART IV

Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
          REPORTS ON FORM 8-K

(a)  1.   Financial Statements

          See Index to Financial Statements and Financial Statement
          Schedules on page IV-7.  The Financial Statement Schedules are
          filed as part of this Annual Report on Form 10-K.

     2.   Financial Statement Schedules

          See Index to Financial Statements and Financial Statement
          Schedules on page IV-7.
<TABLE>
     3.   Exhibits
<CAPTION>
     Exhibit                                                              Page
       No.    Description                                                  No. 
     <S>      <C>                                                         <C>
     3.0      Articles of Organization and By-Laws

              3.1     Restated Articles of Organization (filed              *
                      as Exhibit 3(a) to Form 10-K for year 
                      ended December 31, 1986).

              3.1(a)  Amendment to the Restated Articles of                 *
                      Organization (filed as Exhibit 3(b) to 
                      Form 10-K for year ended December 31, 1987).

              3.1(b)  Amendment to Restated Articles of                     *
                      Organization (filed as Exhibit 3.1(b) to 
                      Registration Statement No. 33-38290 on
                      Form S-2 effective January 24, 1991).

              3.2     By-Laws, as amended (filed as Exhibit 19 to           *
                      Form 10-Q for the quarter ended September 30,
                      1989).

     4.0      Instruments defining the rights of security holders,
              including indentures

              4.1     Agreement for a loan payable by a consolidated       **
                      subsidiary to a bank in Australia in the principal
                      amount of 725,000 Australian dollars guaranteed
                      by Registrant, and related documents.

              4.2     Rights Agreement, dated as of December 22, 1987,     *
                      as amended and restated as of August 15, 1989,
                      between Registrant and The First National Bank 
                      of Boston (filed as Exhibit 1 to Registrant's
                      Current Report on Form 8-K dated August 30, 1989).
</TABLE>

                                   IV-1

<PAGE>
<TABLE>
              <S>     <C>                                                 <C>
              4.3     Indenture, dated as of December 22, 1987, between    *
                      Registrant and The First National Bank of Boston,
                      relating to Rights Agreement (filed as Exhibit 2 
                      to Registrant's Current Report on Form 8-K dated
                      December 22, 1987).

              4.4     Form of Common Stock Certificate (filed as Exhibit   *
                      4.10 to Registrant's Annual Report on Form 10-K 
                      for the year ended December 31, 1990).

     10.      Material Contracts

              10.1    1979 Stock Option Plan, as amended through           *
                      February 17, 1994 (filed as Exhibit 10.1 to         
                      Registrant's Annual Report on Form 10-K for         
                      the year ended December 31, 1993).                  

              10.2    1986 Stock Option Plan for Non-Employee Directors,   *
                      as amended through February 18, 1992 (filed as
                      Exhibit 10.2 to Registrant's Annual Report on 
                      Form 10-K for the year ended December 31, 1991).

              10.3    Amended and Restated Credit Agreement between        * 
                      Registrant and The First National Bank of Boston
                      dated as of December 31, 1992 (filed as Exhibit
                      10.3 to Registrant's Annual Report on Form 10-K 
                      for the year ended December 31, 1992).

              10.4    Operating Agreement dated as of September 27,        *
                      1989 between Registrant and Aqua Cool Enter-
                      prises, Inc. (filed as Exhibit 10.4 to 
                      Registrant's Annual Report on Form 10-K for the
                      year ended December 31, 1989).

              10.5    Term Lease Master Agreement dated as of              *
                      September 27, 1989 between Registrant and
                      Aqua Cool Enterprises, Inc. (filed as Exhibit
                      10.5 to Registrant's Annual Report on Form 10-K
                      for the year ended December 31, 1989).

              10.6    Option Agreement dated as of September 27, 1989      *
                      among Registrant, Aqua Cool Enterprises, Inc.
                      and the other parties named therein (filed as
                      Exhibit 10.6 to Registrant's registration 
                      statement on Form S-2, No. 33-38290, 
                      effective January 24, 1991).

              10.7    Agreement for Privatization of Water Supplies        *
                      dated as of September 18, 1990 between the 
                      Company and the City of Santa Barbara, 
                      California (filed as Exhibit 10.7 to 
                      Registrant's registration statement on Form S-2,
                      No. 33-38290, effective January 24, 1991).

</TABLE>

                                   IV-2

<PAGE>
<TABLE>
     <S>      <S>     <C>                                                 <C>
              10.8    Amendment No. 1, dated as of January 3, 1992, to     *
                      Agreement for Privatization of Water Supplies 
                      dated as of September 18, 1990 between the Company
                      and the City of Santa Barbara, California (filed as
                      Exhibit 10.8 to Registrant's annual report on 
                      Form 10-K for the year ended December 31, 1991).

              10.9    Amendment No. 2, dated as of January 19, 1993,       *
                      to Agreement for Privatization of Water Supplies
                      dated as of September 18, 1990 between the Company
                      and the City of Santa Barbara, California (filed as 
                      Exhibit 10.9 to the Registrant's annual report on
                      Form 10-K for the year ended December 31, 1992).

              10.10   Amendment No. 3, dated June 28, 1994, to Agreement   * 
                      for Privatization of Water Supplies dated as of 
                      September 18, 1990 between the Company and the City
                      of Santa Barbara, California (filed electronically 
                      as Exhibit 10.1 to the Registrant's Form 10-Q for 
                      the period ended June 30, 1994).

              10.11   Asset Purchase Agreement Among the Company,          * 
                      Resources Conservation Company, Resources
                      Conservation Co. International and Halliburton
                      NUS Corporation dated December 30, 1993 (filed as
                      Exhibit 2 to Registrant's current report on 
                      Form 8-K dated February 7, 1994 and filed
                      electronically on the same date).

              10.12   1994 Restricted Stock Plan.

     11.      Statement re Computation of Earnings Per Share.              

     13.(a)   Annual Report to Stockholders of the Registrant for          
              the year ended December 31, 1994 (only pages 17 
              through 32 and the inside back cover constitute an 
              exhibit to this report).
     
     13.(b)   Form 11-K Annual Report of the Ionics Section 401(k) 
              Stock Savings Plan for the year ended December 31, 1994.

     22.      Subsidiaries of the Registrant.                              

     24.      Consents

              24.1    Consent of Coopers & Lybrand L.L.P. to incorporation
                      by reference of that firm's report dated 
                      February 22, 1995, which is included on page 31 of 
                      the Registrant's Annual Report to Stockholders 
                      for the year ended December 31, 1994.

     25.      Power of Attorney.
________________________________

<PAGE>

<FN>
     *   incorporated herein by reference

     **  copies of which will be filed by Registrant with the
         Securities and Exchange Commission upon its request

</TABLE>
                                   IV-3


<PAGE>

           Exhibit No. 13(b) to Annual Report on Form 10-K
    of Ionics, Incorporated for the year ended December 31, 1994





                 SECURITIES AND EXCHANGE COMMISSION

                       WASHINGTON, D.C. 20549


                              FORM 11-K




(Mark One)

[X]  Annual report pursuant to Section 15(d) of the Securities
     Exchange Act of 1934 (Fee Required)

For the fiscal year ended ________December 31, 1994        _________

                                 OR

[ ]  Transition report pursuant to Section 15(d) of the Securities
     Exchange Act of 1934 (No Fee Required)

For the transition period from _________ to _________

Commission file number   1-7211  



        A.  Full title of the plan and the address of the plan, if
different from that of the issuer named below:

              Ionics Section 401(k) Stock Savings Plan

        B.  Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:

                        IONICS, INCORPORATED

                           65 Grove Street

                   Watertown, Massachusetts  02172










<PAGE>






                        IONICS, INCORPORATED
                  SECTION 401(k) STOCK SAVINGS PLAN

      INDEX OF FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
           For the years ended December 31, 1994 and 1993
                              ________




                                                           Page(s)

Report of Independent Accountants                             2

Financial Statements:

   Statements of Financial Condition with Fund             
       Information at December 31, 1994 and 1993             3-4

   Statements of Income and Changes in Plan Equity
       with Fund Information for the years ended
       December 31, 1994 and 1993                            5-6

Notes to Financial Statements                                7-10

Supplemental Schedules:

   Schedule of Assets Held for Investment Purposes, at
       December 31, 1994                                      11

   Schedule of Reportable Transactions
       for the year ended December 31, 1994                   12






<PAGE>


                     REPORT OF INDEPENDENT ACCOUNTANTS


To the Administrators of the Ionics Section 401(k) Stock Savings Plan:

       We have audited the accompanying statements of financial condition
of the Ionics Section 401(k) Stock Savings Plan as of December 31, 1994 and
1993 and the related statements of income and changes in plan equity for
the years then ended.  These financial statements are the responsibility of
the Plan's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

       We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

       In our opinion, the financial statements referred to above, present
fairly, in all material respects, the financial condition of the Ionics
Section 401(k) Stock Savings Plan as of December 31, 1994 and 1993, and the
income and changes in plan equity for the years then ended in conformity
with generally accepted accounting principles.

       Our audits were performed for the purpose of forming an opinion on
the basic financial statements taken as a whole.  The supplemental
schedules of Assets Held for Investment Purposes and Reportable
Transactions are presented for the purpose of additional analysis and are
not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employment Retirement Income Security
Act of 1974.  The Fund Information in the statements of financial condition
and the related statements of income and changes in plan equity is
presented for purposes of additional analysis rather than to present the
financial condition and income and changes in plan equity available for
plan benefits of each fund.  The supplemental schedules and Fund
Information have been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial
statements taken as a whole.

                                        /s/Coopers & Lybrand L.L.P.

Boston, Massachusetts
May 26, 1995
                                    -2-








 
<PAGE> 
<TABLE>
  
                                                       IONICS SECTION 401(k) STOCK SAVINGS PLAN
                                                STATEMENTS OF FINANCIAL CONDITION WITH FUND INFORMATION
  
  <CAPTION>
  
  
                                        IONICS,INC  ASSET                            BT      PARTIC-
                                        COMMON      PURITAN   MANAGER   CONTRAFUND PYRAMID   IPANT     CONDUIT
                                        STOCK FUND    FUND     FUND        FUND    GIC FUND  LOANS      ACCOUNT    TOTAL
 DECEMBER 31, 1994
 -----------------
 <S>                                    <C>         <C>       <C>       <C>        <C>       <C>       <C>       <C>     
 ASSETS:
 INVESTMENTS, AT MARKET (SEE NOTES 2 & 6)
   IONICS, INCORPORATED COMMON STOCK:
   138,691 SHARES @ $62.75 PER SHARE    $8,702,860                                                               $ 8,702,860
  
   FIDELITY INVESTMENTS:
    PURITAN FUND:
    58620.372 SHARES @ $14.81 PER SHARE             $868,168                                                         868,168
  
    ASSET MANAGER FUND:
    14,771.251 SHARES @ $13.83 PER SHARE                      $204,286                                               204,286
  
    CONTRAFUND FUND:
    19,295.65 SHARES @ $30.28 PER SHARE                                  $584,272                                    584,272
  
   BT PYRAMID GIC FUND                                                             $788,297                          788,297
  
 CASH AND CASH EQUIVALENTS                     241                                                     $90,768        91,009
  
 ACCRUED INCOME                                 65                                                                        65
  
 AMOUNTS RECEIVABLE FROM
   IONICS, INCORPORATED AND
   PLAN PARTICIPANTS                                                                                    77,926        77,926
  
 AMOUNTS PAYABLE TO
   PLAN PARTICIPANTS                                                                                   (14,994)      (14,994)

 LOANS RECEIVABLE FROM
   PLAN PARTICIPANTS                                                                         $235,321                235,321
                                        $8,703,166  $868,168  $204,286   $584,272  $788,297  $235,321  $153,700  $11,537,210
                                        ==========  ========  ========  =========  ========  ========  ========  ===========
 LIABILITIES AND PLAN EQUITY:
 PLAN EQUITY                            $8,703,166  $868,168  $204,286   $584,272  $788,297  $235,321  $153,700  $11,537,210
                                        ==========  ========  ========  =========  ========  ========= ========  ===========
  
 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
</TABLE>
                                                                -3-






<PAGE>


<TABLE>
 
                                     IONICS SECTION 401(k) STOCK SAVINGS PLAN
                              STATEMENTS OF FINANCIAL CONDITION WITH FUND INFORMATION

<CAPTION>
                                               IONICS, INC.      EQUITY        CASH       
                                                  COMMON         INCOME      RESERVES     PURITAN
                                                STOCK FUND        FUND         FUND         FUND          TOTAL  
<S>                                            <C>            <C>            <C>            <C>         <C>
DECEMBER 31, 1993

ASSETS:
INVESTMENTS, AT MARKET(SEE NOTE 2 & 6):
  IONICS, INCORPORATED COMMON STOCK:
  127,379 SHARES @ $49.625 PER SHARE            $6,321,183                                              $6,321,183

  FIDELITY INVESTMENTS:
   EQUITY INCOME FUND:
   29,736 SHARES @ $33.84 PER SHARE                           $1,006,251                                 1,006,251

   CASH RESERVES:
   242,898 SHARES @ $1.00 PER SHARE                                          $ 242,898                     242,898

   PURITAN FUND:
   43,122 SHARES @ $15.75 PER SHARE                                                         $679,171       679,171

CASH AND CASH EQUIVALENTS                           60,767        11,852         3,489         9,464        85,572

ACCRUED INCOME                                          78             5             1             4            88

RECEIVABLE FROM IONICS, INCORPORATED
  AND PLAN PARTICIPANTS                             40,949         5,921         1,480         6,349        54,699

                                                $6,422,977    $1,024,029      $247,868      $694,988    $8,389,862
LIABILITIES AND PLAN EQUITY:
PLAN EQUITY                                     $6,422,977    $1,024,029      $247,868      $694,988    $8,389,862




THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.





</TABLE>


                                                          -4-





<PAGE> 
<TABLE> 
  
                                                      IONICS SECTION 401(k) STOCK SAVINGS PLAN
                                        STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY WITH FUND INFORMATION
  
  <CAPTION>
  
  
                       IONICS,INC.  EQUITY       CASH                ASSET                  BT      PARTIC-
                         COMMON     INCOME     RESERVES   PURITAN   MANAGER               PYRAMID   IPANT     CONDUIT
                       STOCK FUND    FUND        FUND      FUND      FUND      CONTRAFUND GIC FUND  LOANS     ACCOUNT       TOTAL
<S>                    <C>         <C>         <C>        <C>       <C>        <C>        <C>       <C>       <C>       <C>
YEAR ENDED DECEMBER 31, 1994
  
PLAN EQUITY - BEGINNING 
 OF YEAR               $6,422,977  $1,024,029  $247,868   $694,988      -           -         -         -           -   $8,389,862
                                    
NET INVESTMENT INCOME, 
 PRINCIPALLY INTEREST
  AND DIVIDENDS               927       8,048     2,681     27,347     3,317        -       28,966     6,932      3,482     81,700
  
NET APPRECIATION (DEPREC-
IATION) IN THE FAIR VALUE 
 OF INVESTMENTS         1,819,681     (27,132)      -      (17,184)   (6,110)     10,239       -         -         -    1,779,494
  
CONTRIBUTIONS:
 PARTICIPANTS             213,552      55,981     9,595     57,457       -           -         -         -    1,208,544  1,545,129
 IONICS, INCORPORATED     106,777         -         -          -         -           -         -         -      325,998    432,775
FORFEITURES USED TO 
 REDUCE COMPANY'S
 CONTRIBUTIONS            (29,279)        -         -          -         -           -         -         -      (27,814)   (57,093)
  
LOAN REPAYMENTS               -           -         -          -         -           -         -    (28,939)     28,939        -
  
TRANSFERS                 241,802  (1,056,080) (258,212)   113,345   207,079     574,033   760,767   257,328   (840,062)       -
  
WITHDRAWALS BY AND
 DISTRIBUTIONS TO 
 PARTICIPANTS             (73,271)     (4,846)   (1,932)    (7,785)      -           -      (1,436)      -     (545,387  (634,657)

NET CHANGES IN 
 PLAN EQUITY            2,280,189  (1,024,029) (247,868)   173,180   204,286     584,272   788,297   235,321    153,700  3,147,348

PLAN EQUITY - 
 END OF YEAR            $8,703,166        -         -     $868,168  $204,286    $584,272  $788,297  $235,321   $153,700 $11,537,210
                       =========== ==========  ========   ========  ========   =========  ========  ========  ========= ===========



 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

</TABLE>

                                                                -5-




<PAGE>
<TABLE>
                                     IONICS SECTION 401(k) STOCK SAVINGS PLAN
                       STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY WITH FUND INFORMATION
<CAPTION>

                                         IONICS, INC.       EQUITY        CASH        
                                            COMMON          INCOME      RESERVES      PURITAN
                                          STOCK FUND         FUND         FUND          FUND         TOTAL   
<S>                                       <C>            <C>            <C>           <C>         <C>
YEAR ENDED DECEMBER 31, 1993

PLAN EQUITY-BEGINNING OF YEAR              $7,924,284    $  765,421     $277,237      $473,938    $9,440,880 

NET INVESTMENT INCOME, PRINCIPALLY
  INTEREST AND DIVIDENDS                       2,167        32,080         8,234        25,554        68,035 

NET APPRECIATION(DEPRECIATION)                       
  IN THE FAIR VALUE OF INVESTMENTS        (2,043,967)      134,633             -        78,509    (1,830,825)

CONTRIBUTIONS:PARTICIPANTS                   613,976       145,575        40,637       122,116       922,304 
              IONICS, INCORPORATED           306,987             -             -             -       306,987 
FORFEITURES USED TO REDUCE
  COMPANY'S CONTRIBUTIONS                          -             -             -             -             - 

TRANSFERS                                          -        19,418       (67,884)       48,466             - 

WITHDRAWALS BY AND
  DISTRIBUTIONS TO PARTICIPANTS             (380,470)      (73,098)      (10,356)      (53,595)     (517,519)

NET CHANGES IN PLAN EQUITY                (1,501,307)      258,608       (29,369)      221,050    (1,051,018)

PLAN EQUITY-END OF YEAR                   $6,422,977    $1,024,029      $247,868      $694,988    $8,389,862 



















THE ACCOMPANYING  NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

</TABLE>
                                                            -6-






<PAGE>

                 IONICS SECTION 401(k) STOCK SAVINGS PLAN

                       Notes to Financial Statements


Note 1:  The Plan and Its Provisions

The Ionics Section 401(k) Stock Savings Plan (the "Plan") became effective
January 1, 1986.  Effective May 1, 1994, the Plan was amended to provide a
broader range of investment selections for plan participants and the
opportunity to change investment elections on a quarterly basis.  Other
amendments to the Plan were also adopted, including provisions to permit
participants to borrow from their accounts.  In addition, the Plan trustee
was changed from the Bank of Boston to the PNC Bank, New England.

Funds

    Prior to the May 1, 1994 amendment, the following investments were
available to participants::

    a.   Ionics, Incorporated Common Stock Fund - This fund invests
         directed contributions solely in common stock of the Company.

    b.   Fidelity Equity Income Fund - This mutual fund maintains a
         broadly-based diversified investment portfolio of stocks, bonds
         and convertible securities with its primary objective of producing
         current income and capital appreciation.

    c.   Fidelity Cash Reserves - This mutual fund is essentially a money
         market fund which invests principally in prime commercial paper,
         high-grade corporate obligations, U.S. Government obligations and
         Certificates of Deposit issued by major banks.

    d.   Fidelity Puritan Fund - This mutual fund maintains a broadly based
         conservatively managed diversified investment portfolio which is
         primarily income oriented with a secondary emphasis on growth.
         Its portfolio consists principally of high yielding common and
         preferred stocks and corporate bonds.

    The May 1, 1994 amendment changed the investment options by eliminating
the Fidelity Equity Income Fund and the Fidelity Cash Reserves and adding
the following options:

    a.   Fidelity Asset Manager Fund - This mutual fund maintains an
         investment portfolio of stocks, bonds and short-term instruments
         of U.S. and foreign issuers, and has a primary objective of high
         total return with reduced risk over the long term.

    b.   Fidelity Contrafund - This mutual fund invests primarily in common
         stocks and securities convertible into common stocks, and has
         capital appreciation as its investment objective.

                                    -7-






<PAGE>

    c.   BT Pyramid GIC Fund - This fund, administered by The Bankers Trust
         Company, invests primarily in Guaranteed Investment Contracts and
         Bank Investment Contracts and Bankers Trust Commingled short-term
         investment funds, and has as its objectives safety of principal,
         stability, superior yields and a predictable annual return.  The
         fund sets an estimated range of return on an annual basis, but
         because results can be affected by economic or market conditions,
         it does not guarantee the rate.

    All cash transactions, including contributions, fund purchases, fund
liquidations, loans, distributions, etc are made through a conduit account,
which is an interest bearing cash account with the PNC Bank, New England.

Participant Contributions

    Employees who meet certain length of service requirements may elect to
become participants in the Plan and contribute, on a pre-tax basis, from 1%
to 12% of their compensation as defined by the Plan.  The annual amounts so
contributed by employees are subject to certain federal income tax
limitations.

Company Contributions

    The terms and conditions of the Plan provide for the Company to
contribute 50% of the first 6% an employee elects to invest in common stock
of the Company (subject to certain limitations).  The maximum annual amount
that the Company may contribute on behalf of employees is currently
$450,000, and that limit is set by the Board of Directors of the Company.
Non-vested Company contributions may, subject to certain restrictions, be
forfeited upon withdrawal of the employee from the Plan and be used as a
credit to reduce future Company contributions.  No forfeited shares are
included in the investment of the Ionics, Incorporated Common Stock Fund at
December 31, 1994 and 1,150 forfeited shares with a market value of
approximately $57,000 were included at December 31, 1993.

Investments

    Contributions made by employees to the Plan may be used to purchase
either common stock of the Company or may be directed to be invested in any
of the available funds (see preceding "Funds").  Matching Company
contributions under the Plan are invested solely in common stock of the
Company.

    The Plan presents in the statement of income and changes in plan equity
the net appreciation(depreciation) in the fair value of its investments
which consists of realized gains or losses and the unrealized
appreciation(depreciation) of these investments.

Vesting

    All participant contributions are 100% vested when made.  Company 
                                    -8-






<PAGE>

matching contributions are vested in increasing percentages based on the
years of service of the individual employee, from 33 1/3% after
two years to 100% after four years.

Plan Expenses

    The Plan provides that all expenses of the Plan and its administration
shall be paid by the Company.

Withdrawals

    A participant can make a hardship withdrawal of their own
contributions, subject to Internal Revenue Service restrictions.  A
participant may withdraw the entire vested amount due to their own
contributions after attaining age 59 1/2.

Loans

    A participant can borrow money from their vested account subject to
certain rules including a minimum amount of $1,000 and a maximum amount not
to exceed the lesser of 50% of the participant's total vested account
balance or $50,000.

Note 2:  Basis of Presentation and Significant Accounting Policies

    The financial statements are presented in conformity with generally
accepted accounting principles.

Investments

    Investment of the Plan in Ionics, Incorporated common stock  is stated
at market, market being the last sale price on December 31, 1994 of Ionics,
Incorporated common stock as reported on the New York Stock Exchange.
Investments in the Plan of the three (3) Fidelity Funds and the BT Pyramid
GIC Fund are stated at the Net Asset Value of the funds reported as of
December 31, 1994.
<TABLE>
    The following is a summary of the Investments in the funds at December
31, 1994 and 1993, respectively:
<CAPTION>
                                                      Market Value                     Cost           
                Fund                              1994          1993            1994           1993   
            <S>                                <C>            <C>            <C>            <C>
            Ionics, Incorporated          
            Common Stock                       $8,702,860     $6,321,183     $3,993,545     $3,174,341

            Fidelity Funds:               
               Equity Income                            -      1,006,251                       809,176
               Cash Reserves                            -        242,898                       242,898
               Puritan                            868,168        679,171        879,599        619,726
               Asset Manager                      204,286              -        212,900              -
               Contrafund                         584,272              -        575,294              -

            BT Pyramid GIC Fund                   788,297              -        788,297              -
                                   -9-

</TABLE>


<PAGE>


Note 3:  Taxes

    The United States Treasury Department issued a letter on April 15,
1987 indicating that the original Plan was considered to be exempt from
federal income taxes under provisions of Section 501(a).  The amended Plan
has been submitted for a determination letter.

Note 4:  Plan Termination

    Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA.  In the event of
Plan termination, participants will become 100 percent vested in their
accounts.

Note 5:  Distributions Payable

    In accordance with generally accepted accounting principles, the Plan
does not recognize as a liability, in the statement of financial
condition, amounts allocated to participants who have withdrawn from the
Plan as of year end, but for which disbursement of related funds has not
been made by year end.  At December 31, 1994 and 1993, $298,949 and
$164,052, respectively of distributions payable were included in the
assets listed on the statement of financial condition rather than recorded
as a liability.  

Note 6:  Subsequent Events

    The investment in Ionics, Incorporated Common Stock does not reflect a
2-for-1 stock split effected by a 100% stock dividend paid on January 6,
1995.




















                                  -10-






<PAGE>
<TABLE>

ATTACHMENT TO FORM 5500
ITEM 27A
EIN:  04-2068530
PN:  003
                                                                                    
<CAPTION>

                               IONICS, INCORPORATED
                         SECTION 401(k) STOCK SAVINGS PLAN
                                     ITEM 27A
                              SCHEDULE OF ASSETS HELD
                              FOR INVESTMENT PURPOSES

                                 December 31, 1994





Security Description                    Shares           Cost           Value   
<S>                                      <C>          <C>             <C>       
Cash and Cash Equivalents                      -      $   91,009      $   91,009

Ionics, Incorporated
  Common Stock                           138,691       3,993,545       8,702,860

Fidelity Investments

  Puritan Fund                            58,620         879,599         868,168

  Asset Manager Fund                      14,771         212,900         204,286

  Contrafund                              19,296         575,294         584,272

BT Pyramid GIC Fund                            -         788,297         788,297

Participant Loans
(Rate of Interest 8.75% to 10.0%)              -               -         235,321

    Total Funds Invested                 231,378      $6,540,644     $11,474,213






</TABLE>




                                       -11-



<PAGE>
<TABLE>

ATTACHMENT TO FORM 5500
ITEM 27D
EIN: 04-2068530
PN:  003

                                                          IONICS, INCORPORTED
                                                   SECTION 401(k) STOCK SAVINGS PLAN
                                                              ITEM 27D
                                                  SCHEDULE OF REPORTABLE TRANSACTIONS
                                                  for the year ended December 31, 1994

<CAPTION>

a. Type of       b. Identity of        c. Description            d. Purchase                     f. Cost      g. Net gain
Transaction      Party Involved           of Asset               Price Cost      e. Proceeds     of Asset        ( Loss)  
<S>              <C>                   <C>                       <C>             <C>               <C>            <C>
INDIVIDUAL TRANSACTIONS

Purchase         Bankers Trust         BT Pyramid GIC Fund       $   775,521

Sale             Fidelity Investments  32,483 shares of Equity
                                       Income Fund                               $1,039,120        900,860        138,260

SERIES OF TRANSACTIONS

Purchase         Fidelity Investments  1,534 shares of Equity
                                       Income Fund                    51,988

Purchase         Fidelity Investments  22,683 shares of
                                       Contrafund                    676,640

Purchase         Company Stock         22,543 shares of Ionics,
                                       Inc. Common Stock           1,090,868
 
Purchase         Bankers Trust         BT Pyramid GIC Fund         1,085,314

Sale             Fidelity Investments  3,387 shares of 
                                       Contrafund                                   102,607        101,346         1,261

Sale             Company Stock         10,757 shares of Ionics,
                                       Inc. Common Stock                            517,406        260,199       257,207

Sale             Bankers Trust         BT Pyramid GIC Fund                          324,547        324,547             -




</TABLE>







                                                            -12-







<PAGE>

                                  SIGNATURES



     Ionics Section 401(k) Stock Savings Plan.  Pursuant to the requirements of
the Securities Exchange Act of 1934, the trustees (or other persons who
administer the employee benefit plan) have duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.


                                       IONICS SECTION 401(k)
                                       STOCK SAVINGS PLAN



Date:  June 26, 1995                   By /s/Marianne Manzon Winsser       
                                          Marianne Manzon Winsser
                                          Administrator













                                 -13-







<PAGE>


                                                           EXHIBIT 1





                  CONSENT OF INDEPENDENT ACCOUNTANTS

    We consent to the incorporation by reference in the registration
statement of the Ionics Section 401(k) Stock Savings Plan on Form S-8
(Registration No. 33-2092) of our report dated May 26, 1995 on our
audits of the financial statements of the Ionics Section 401(k) Stock
Savings Plan as of December 31, 1994, which report is included in this
Annual Report on Form 11-K of the Plan which is being filed as Exhibit
13(b) to the Annual Report on Form 10-K of Ionics, Incorporated for
the year ended December 31, 1994.



                                          /s/Coopers & Lybrand L.L.P.

Boston, Massachusetts
June 23, 1995

























                                -14-







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