MESA LABORATORIES INC /CO
10KSB/A, 1996-08-09
INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C.  20549

FORM 10-KSB/A

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED MARCH 31, 1996

Commission File Number 0-11740

                    MESA LABORATORIES, INC.           
(Name of small business issuer in its charter)

          Colorado                            84-0872291        
(State or other jurisdiction of(I.R.S. Employer Identifica-
incorporation or organization)						    tion Number)

   12100 West Sixth Avenue
      Lakewood, Colorado                       80228          
(Address of principal executive(Zip Code)       
offices)

Issuer's telephone number:  (303) 987-8000

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, No Par Value
(Title of Class)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange 
Act during the past 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        

Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this 
form, and no disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or 
information statements incorporated by reference in Part III of this
Form 10-KSB or any amendment to this 
Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year:  $8,062,561.

State the aggregate market value of the voting stock held by
non-affiliates of the Registrant:  As of May 31, 
1996:  $30,239,190*.

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest 
practicable date:  No Par Value Common Stock--4,314,157 shares as
of March 31, 1996.

Documents incorporated by reference: none.

Transitional Small Business Disclosure Format: Yes       ;  No    X  .

   *	The aggregate market value was determined by multiplying the number
of outstanding shares (excluding those shares held of 
record by officers, directors and greater than five percent shareholders)
by $9.00, the last sales price of the Registrant's 
common stock as of May 31, 1996, such date being within 60 days prior to
the date of filing.





ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

	(a)	Exhibits.

(3)(i)	Articles of Incorporation and Articles of Amendment and Bylaws
of Registrant -
incorporated by reference to the Exhibits to the Registration Statement
on Form S-18, file 
number 2-88647-D, filed December 21, 1983.

(3)(ii)	Articles of Amendment of Registrant - incorporated by reference
to the Exhibit to the 
Report on Form 10-K for the fiscal year ended March 31, 1988.

	(3)(iii)	Articles of Amendment of Registrant dated October 4, 1990 -
incorporated by reference to 
the Exhibit to the Report on Form 10-K for the fiscal year ended March 31, 1991.

	(3)(iv)	Articles of Amendment of Registrant dated October 20, 1992 -
incorporated by reference to 
the Exhibit to the Report on Form 10-KSB for the fiscal year ended
March 31, 1993.

(23)(i)	Consent of Ehrhardt Keefe Steiner & Hottman PC, independent
public accountants, to the 
incorporation by reference in the Registration Statements on Form S-8
(file numbers 33-
89808 and 333-02074) of their report dated May 2, 1996, included in the
Registrant's 
Report on Form 10-KSB for the fiscal year ended March 31, 1996.

(b)	Reports on Form 8-K.  During the last quarter of the period covered
by this report, the 
Registrant did not file any Report on Form 8-K.





SIGNATURES


	In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be 
signed on its behalf by the undersigned, thereunto duly authorized.

								      MESA LABORATORIES, INC.   
								        Registrant


Date:   August 8, 1996     				By:   /s/ Luke R. Schmieder                    
							    Luke R. Schmieder, President


	In accordance with the Exchange Act, this report has been signed below
by the following persons 
on behalf of the registrant and in the capacities and on the dates indicated.



          Name                     			Title                 			Date


 /s/ Luke R. Schmieder    President, Chief Executive Officer,		  Aug. 8, 1996 
Luke R. Schmieder			Treasurer and Director


 /s/ Steven W. Peterson 	Vice President, Finance, Chief Financial Aug. 8, 1996 
Steven W. Peterson			and Chief Accounting Officer and Secretary


 /s/ Paul D. Duke              	Vice President and Directo		  Aug. 8, 1996 
Paul D. Duke


 /s/ Philip D. Quedenfeld              	Director					  Aug. 8, 1996 
Philip D. Quedenfeld


 /s/ G. Lee Southard                   	Director					  Aug. 8, 1996 
G. Lee Southard


 /s/ H. Stuart Campbell                	Director					  Aug. 8, 1996 
H. Stuart Campbell


EXHIBIT (23) (i)

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in the Annual Report on
Form 10-KSB under the Securities 
Exchange Act of 1934 of Mesa Laboratories, Inc. for the year ended
March 31, 1996 of our reports dated 
May 2, 1996 and contained in registration Statement NO. 33-89808
and 333-02074 of Mesa Laboratories, 
Inc. on Form S-8 under the Securities Act of 1933 insofar as such
reports relate to the financial statements 
of Mesa Laboratories, Inc. for the year ended March 31, 1996.


Ehrhardt Keefe Steiner & Hottman PC

June 20, 1996
Denver, Colorado

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