ELECTRIC & GAS TECHNOLOGY INC
10-Q, 1995-03-15
INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS
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                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

                                      FORM 10-Q
        (Mark One)
        [x]        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                        OF THE SECURITIES EXCHANGE ACT OF 1934

        For the quarter period ended:  January 31, 1995

                                          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:# 0-14754

                           ELECTRIC & GAS TECHNOLOGY, INC.
                (Exact Name of Registrant as specified in its Charter)


                  TEXAS                                        75-2059193     
        (State or other Jurisdiction of                     (I.R.S. Employer  
         incorporation or organization)                    Identification No.)


                          13636 Neutron Road, Dallas, Texas         75244-4410
                      (Address of Principal Executive Offices)      (Zip Code)

                                    (214) 934-8797
                 (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
        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     

        The number  of shares outstanding of  each of the  Issuer's Classes of
        Common Stock, as of the close of the period covered by this report:

        Common - $0.01 Par Value - 7,905,416 shares at March 6, 1995.
<PAGE>
                  ELECTRIC & GAS TECHNOLOGY, INC. AND SUBSIDIARIES 

                                  Index to Form 10-Q
                        For the Quarter Ended January 31, 1995

                                                                    Page  

        Part I - Financial Information

             1.  Condensed Consolidated Financial Statements:

                  (a)  Condensed Consolidated Balance Sheets as
                       of January 31, 1995 and July 31, 1994        3

                  (b)  Condensed Consolidated Statements of 
                       Operations for the three and six months
                       ended January 31, 1995 and 1994              4

                  (c)  Condensed Consolidated Statements of 
                       Cash Flows for the six months ended
                       January 31, 1995 and 1994                    5

                  (d)  Notes to Condensed Consolidated 
                       Financial Statements                         6-9

             2.  Management's Discussion and Analysis of Financial
                 Condition and Results of Operations                10-14

        Part II - Other Information

             Item 1 - Legal Proceedings                             15

             Item 6 - Exhibits and Reports on Form 8-K              15

             Signature (pursuant to General Instruction E)          16

             All other items called for by the instructions are 
             omitted as they are either inapplicable, not required, 
             or the information is included in the Condensed 
             Financial Statements or Notes thereto.

                                          2
<PAGE>
<TABLE>

                   ELECTRIC & GAS TECHNOLOGY, INC. AND SUBSIDIARIES
                        CONDENSED CONSOLIDATED BALANCE SHEETS
                          January 31, 1995 and July 31, 1994
                                        ASSETS
                                                   January 31,      July 31,  
                                                      1995            1994    
<S>                                               <C>             <C>                               
        CURRENT ASSETS                             (Unaudited)
          Cash and cash equivalents                $   592,730     $   638,245 
          Accounts receivable                        5,597,015       6,541,832 
          Inventories                               11,051,503      11,902,684 
          Prepaid expenses                              83,282         222,815 
             Total current assets                   17,324,530      19,305,576 
        PROPERTY, PLANT AND EQUIPMENT, net          10,017,654      10,223,493 
        OTHER ASSETS
          Discontinued operations                      479,775         508,914 
          Other assets                               1,850,111       1,042,125 
             Total other assets                      2,329,886       1,551,039 
        TOTAL ASSETS                               $29,672,070     $31,080,108 

                         LIABILITIES AND STOCKHOLDERS' EQUITY
        CURRENT LIABILITIES
          Notes payable                            $ 5,890,796     $ 6,605,442 
          Accounts payable                           3,972,285       4,815,477 
          Accrued liabilities                        1,588,444       2,152,330 
          Current maturities of long-term
            obligations                              1,802,271       1,482,163 
             Total current liabilities              13,253,796      15,055,412 
        LONG-TERM OBLIGATIONS
          Long-term obligations, less current
            maturities                               5,904,105       6,014,513 
        STOCKHOLDERS' EQUITY
          Common stock, $.01 par value, 30,000,000
            shares authorized and issued 7,905,416      79,054          79,054 
          Additional paid-in capital                 9,843,734       9,843,734 
          Retained earnings                          2,520,503       1,961,482 
          Pension liability adjustment                (473,823)       (473,823)
          Cumulative translation adjustment           (498,382)       (460,847)
                                                    11,471,086      10,949,600 
          Less treasury stock, 294,992 shares in
            1995 and 289,992 shares in 1994,
            at cost                                   (956,917)       (939,417)
             Total stockholders' equity             10,514,169      10,010,183 
        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $29,672,070     $31,080,108 

</TABLE>
                               See accompanying notes.
                                          3
<PAGE>
<TABLE>
                   ELECTRIC & GAS TECHNOLOGY, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                 Three and Six Months Ended January 31, 1995 and 1994
                                     (Unaudited)

                                       Three months ended         Six months ended    
                                          January 31,               January 31,       
                                       1995         1994          1995         1994   
<S>                                <C>          <C>           <C>          <C>
        Sales                      $10,534,145  $11,059,274   $22,617,950  $23,121,938 
        Cost of goods sold           8,256,593    7,945,093    17,010,110   16,814,383 

          Gross profit               2,277,552    3,114,181     5,607,840    6,307,555 

        Selling, general and
          administrative expenses    2,529,333    2,755,858     5,253,559    5,457,087 

        Operating profit (loss)       (251,781)     358,323       354,281      850,468 

        Other income and (expenses) 
          Interest, net               (252,907)    (259,396)     (495,656)    (510,351)
          Other, net                   637,699       81,923       660,385       32,102 

                                       384,792     (177,473)      164,729     (478,249)
        Earning before income taxes    133,011      180,850       519,010      372,219 

        Provision  (credit) for
          income taxes                 (31,976)      10,477       (40,011)      33,198 

        NET EARNINGS               $   164,987  $   170,373   $   559,021  $   339,021 

        Earnings per common share:
          Net earnings                  $ 0.02       $ 0.02        $ 0.07       $ 0.05 

        Weighted average number of
          common shares outstanding  7,610,424    7,446,637     7,610,424    7,446,637 
</TABLE>
                               See accompanying notes.
                                          4
<PAGE>
<TABLE>
                   ELECTRIC & GAS TECHNOLOGY, INC. AND SUBSIDIARIES
                    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                      Six months ended January 31, 1995 and 1994
                                     (Unaudited)           
                                                                 Six months ended   
                                                                     January           
                                                               1995           1994   
<S>                                                       <C>           <C>
        Increase (decrease) in cash:
        Cash flows from operating activities:
          Net earnings                                    $   559,021   $   339,021 
          Adjustments to reconcile net earnings ( loss)
             to net cash provided by operating activities:
             Depreciation and amortization                    566,190       554,430 
              Gain on sale of assets                         (614,579)           -  
             Changes in assets and liabilities:
                Accounts receivable                           944,817      (430,871)
                Inventories                                   (56,342)   (1,056,193)
                Prepaid expenses                              139,533      (171,408)
                Other assets                                 (778,847)     (313,144)
                Accounts payable                             (880,727)     (358,802)
                Accrued liabilities                          (563,886)      176,832 
        Net cash provided by (used in) operating activities  (684,820)   (1,260,135)

        Cash flows from investing activities:
          Proceeds from sale of assets                      1,688,963            -  
          Purchase of property, plant and equipment          (527,212)   (1,147,967)
        Net cash provided by (used in) investing activities 1,161,751    (1,147,967)

        Cash flows from financing activities:
          Purchase of treasury stock                          (17,500)           -  
          Increase (decrease) in notes payable and
             long-term obligations                           (504,946)      948,304 
          Proceeds from issuance of common stock                   -         97,237 
        Net cash provided by (used in) financing activities  (522,446)    1,045,541 

        NET INCREASE (DECREASE) IN CASH                       (45,515)   (1,362,561)

        Cash - beginning of period                            638,245     2,240,075 

        Cash - end of period                              $   592,730   $   877,514 

        Supplemental disclosures of cash flow information:
        Cash paid during the year for:
          Interest                                        $   557,372   $   543,904 
</TABLE>
                               See accompanying notes.
                                          5
<PAGE>

                   ELECTRIC $ GAS TECHNOLOGY, INC. AND SUBSIDIARIES
                 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   January 31, 1995

                                     (Unaudited)

        NOTE A - GENERAL

          Electric  & Gas  Technology,  Inc., (the  "Company") was  organized
        under the  laws of the State of Texas on March 18, 1985, to serve as a
        holding  company for operating  subsidiary corporations.   The Company
        presently is the owner of Superior (100%), which currently owns 80% of
        ABI and  Stelpro (100%), which currently  owns 100% of  Hydel; and the
        Company  owns Logic (100%),  Reynolds (100%), Fridcorp  (100%) and SMI
        (100%),  and, through  such subsidiaries,  operates  in five  distinct
        business   segments:  (1)  the  manufacture  and  sale  of  electrical
        switching  devices, electric meter  enclosures, electric  heaters, and
        pole-line hardware  for the electric utility industry  and the general
        public (Superior, Stelpro and  Hydel); (2) the design and  manufacture
        of defense electronic  components (SMI); (3) the  manufacture and sale
        of   natural  gas  measurement,  metering  and  odorization  equipment
        (Reynolds); (4) the manufacture and sale of precision metal enclosures
        for  telecommunication and  computer equipment  (Logic);  and (5)  the
        manufacture  of  vacuum-form and  injection-mold  products (Fridcorp).
        Effective January   31, 1993, the Company  discontinued the operations
        of its 80%  owned ABI which previously was engaged  in the manufacture
        and sale of brass and bronze ingots.

          The accompanying condensed financial  statements have been prepared
        in  accordance  with the  regulations of  the Securities  and Exchange
        Commission (SEC)  for inclusion in  the Company's Quarterly  Report on
        Form 10-Q.   They are subject to year-end  audit adjustments; however,
        they reflect all  adjustments of a normal recurring  nature which are,
        in the opinion of  Management, necessary for  a fair statement of  the
        results of operations for the interim periods.

          The statements  were prepared  using generally accepted  accounting
        principles.   As  permitted by  the  SEC, the  statements depart  from
        generally accepted  accounting disclosure  principles in  that certain
        data  is combined,  condensed  or summarized  that would  otherwise be
        reported separately and certain disclosures of the type that were made
        in the Notes to Financial Statements for  the year ended July 31, 1994
        have  been  omitted,  even  though  they  are  necessary  for  a  fair
        presentation of  the financial position  at January 31, 1995  and 1994
        and the  results of  operations and cash  flows for  the periods  then
        ended.

                                          6

<PAGE>

                   ELECTRIC & GAS TECHNOLOGY, INC. AND SUBSIDIARIES

           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                   January 31, 1995

                                     (Unaudited)

        NOTE B - INVENTORIES

          Inventories are comprised as follows:
<TABLE>
                                             January 31, 1995   July 31, 1994
<S>                                             <C>             <C>
             Raw Materials                      $ 5,598,592     $ 5,668,279
             Work in process                      1,664,771       2,598,930
             Finished Goods                       3,788,140       3,635,475
                                                $11,051,503     $11,902,684

        NOTE C - COMMON STOCK AND EARNINGS PER COMMON SHARE

          Earnings per common  share is based on  the average weighted shares
        outstanding during the periods reported on.

        NOTE D - SALE OF ASSETS

          The  Company  sold  inventory,  machinery  and  equipment  and  the
        business   operations  of  the   heating  division  of   its  Canadian
        subsidiary, Stelpro  for cash.   The sale was  closed on December  30,
        1994.  Proceeds from the sale amounted to $1,688,963 which resulted in
        a  gain of  approximately $610,000  and is  included in  other income.
        Sales  for the heating  division amounted to  approximately $2,268,000
        and $2,490,000  for the six  months ended January  31, 1995  and 1994,
        respectively.     Stelpro  will   continue  its   electrical  division
        operations.

                                          7   
<PAGE>


        NOTE E - INDUSTRY SEGMENT DATA:

          The  Company's business  is  primarily comprised  of five  industry
        segments: i.  electrical components and  enclosures (Superior, Stelpro
        and   Hydel);  ii.  defense   electronics  (SMI);  iii.   natural  gas
        measurement  and  recording devices  and  odorization (Reynolds);  iv.
        customized metal  fabrication (Logic);  and v.  injection molding  and
        thermoforming  plastic  components  (Fridcorp)  as  set  forth  below.
        Operating profits represent total sales less cost of sales and general
        and administrative expenses.

</TABLE>
<TABLE>
                                                    Three Months Ended January 31, 1995                                

                                             Defense                  Metal                   General 
                              Electrical   Electronics      Gas     Fabrication   Plastics    Corporate   Consolidated
<S>                          <C>           <C>          <C>          <C>          <C>        <C>           <C>
        Sales                $ 4,403,991   $1,507,793   $  895,340   $3,417,964   $309,057   $      -      $10,534,145 
        Cost of goods sold     3,592,004      956,756      480,296    2,951,069    276,468          -        8,256,593 
        Selling, gen. & adm.     852,607      786,431      358,952      134,852     74,567      321,924      2,529,333 

        Operating profit(loss)   (40,620)    (235,394)      56,092      332,043    (41,978)    (321,924)      (251,781)

        Interest, net            (95,383)     (72,547)     (15,803)     (76,715)      (992)       8,533       (252,907)
        Other income(expense)    607,082          -             13          -       (2,332)      32,936        637,699 

        Net earnings (loss)
          before income taxes $  471,079   $ (307,941)  $   40,302   $  255,328   $(45,302)   $(280,455)    $  133,011 
        Assets:
          Receivables         $2,771,486     $506,948     $547,323   $1,617,377   $151,524       $2,357     $5,597,015 
          Inventory           $6,074,864   $2,103,837   $1,009,635   $1,805,314    $57,853       $  -      $11,051,503 

          Total assets       $11,113,261   $3,881,910   $2,583,880   $9,160,418   $777,259   $2,155,342    $29,672,070 

          Depreciation           $62,085      $72,564      $36,830      $88,145    $17,082       $3,924       $280,630 
          Additions PP&E          $5,332      $72,241      $36,004     $269,504    $18,368       $  -         $401,449 

</TABLE>
                                          8
<PAGE>

        NOTE E - INDUSTRY SEGMENT DATA, Continued:
<TABLE>

                                                  Six Months Ended January 31, 1995                                   

                                            Defense                     Metal                 General 
                              Electrical   Electronics      Gas      Fabrication   Plastics   Corporate   Consolidated
<S>                           <C>           <C>          <C>          <C>          <C>        <C>          <C>
        Sales                 $10,090,048   $3,298,075   $1,563,254   $7,007,426   $659,147   $     -      $22,617,950 
        Cost of goods sold      8,019,147    1,894,149      857,037    5,678,816    560,961         -       17,010,110 
        Selling, gen. & adm.    1,805,587    1,542,722      684,639      509,017    138,529     573,065      5,253,559 

        Operating profit(loss)    265,314     (138,796)      21,578      819,593    (40,343)   (573,065)       354,281 

        Interest, net            (206,519)    (126,190)     (29,248)    (145,963)    (4,674)     16,938       (495,956)
        Other income(expense)     614,318          -            200          -       12,931      32,936        660,385 

        Net earnings (loss)
          before income taxes $   673,113   $ (264,986)   $  (7,470)  $  673,630   $(32,086)  $(523,191)   $   519,010 

        Depreciation             $129,986     $145,129      $73,144     $176,290    $33,792      $7,849       $566,190 

        Additions PP&E            $46,380      $89,541      $70,559     $277,004    $43,728   $     -         $527,212 

</TABLE>
                                          9
<PAGE>

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


          The  Company,  through   its  subsidiaries,  operates  within  five
        separate  industries.   These  are:  (i)the  manufacture and  sale  of
        electrical switching devices,  electric heaters  and metal  enclosures
        for use in the electric utility industry, (ii)the manufacture and sale
        of  defense   electronics,   (iii)the  manufacture   of  natural   gas
        measurement and gas odorization products, (iv)the manufacture and sale
        of precision,  customized metal enclosures  for electronic  equipment;
        and  (v)the manufacture  and sale  of  vacuum-form and  injection-mold
        plastic products.   The Company's former metal extraction  segment has
        been treated as a discontinued operation.

        Results of Operations

          Summary.    The  Company  reported net  earnings  of  $164,987  and
        $559,021 for the three and six  months ended January 31, 1995 compared
        to $170,373 and  $339,021 for the three  and six months ended  January
        31, 1994,  respectively.  Operating  income decreased by  $610,104 and
        $496,187 for the three  and six months  periods, when compared to  the
        same  prior periods.   However,  net earnings  only decreased  for the
        three month period by $47,839, primarily  the result of a gain on  the
        sale of inventory and machinery and equipment constituting the heating
        division  of Stelpro  Limited part  of  the electrical  segment.   Net
        earnings for the six months was $559,021 an increase of  $146,791 over
        the prior  period.   Revenues for  the  three and  six months  periods
        declined  in  the  Electrical,  Gas,  Metal  fabrication  and  Plastic
        segments by  $682,373 and $729,162,  respectively, offset by  the only
        revenue  gain  in  the  Defense  segment  of  $157,244  and  $225,174,
        respectively.   Overall gross margins  declined by 6.54% and  2.49% to
        21.62% and 24.79% for the three and six month periods, respectively.

          Increases(decreases)  for the  six  and three  months period  ended
        January 31, 1995, as compared with the similar period of 1994, for key
        operating data were as follows:

<TABLE>
                                   Three Months Ended       Six Months Ended     
                                    January 31, 1995         January 31,1995      

                                  Increase     Percent     Increase    Percent
                                 (Decrease)    Change     (Decrease)   Change 
<S>                              <C>          <C>         <C>          <C>
        Operating Revenues       $(525,129)     (4.75)    $(503,988)    (2.18)
        Operating Income          (610,104)   (170.27)     (496,187)   (58.34)
        Earnings (Loss) from 
           continuing operations
           before income taxes     (47,839)    (26.45)      146,791     39.44 
        Net Earnings Per Share         -          -             .02     40.00 
</TABLE>
                                          10
<PAGE>


             The following table  represents the changes [increase/(decrease)]
        in operating revenues,  operating income and earnings  from continuing
        operations before  income taxes  by the  respective industry  segments
        when compared to the previous period:
<TABLE>
                                    Three Months Ended       Six Months Ended   
                                     January 31, 1995         January 31,1995    

                                   Increase                 Increase  
                                  (Decrease)    Percent    (Decrease)   Percent

        Operating Revenues:
<S>                               <C>           <C>        <C>           <C>
          Electric                $(103,830)    (19.77)    $ 225,174      44.68 
          Defense electronics       157,244      29.94      (189,444)    (37.59)
          Gas                       (80,641)    (15.36)     (150,466)    (29.85)
          Metal fabrication        (386,280)    (73.56)     (396,922)    (78.76)
          Plastics                 (111,622)    (21.25)        7,670       1.52 

                                  $(525,129)    100.00     $(503,988)    100.00 

        Operating Income (Loss):

          Electric                $(228,380)    (43.19)    $(132,354)    (43.87)
          Defense electronics       (17,642)     (3.34)     (246,729)    (81.78)
          Gas                      (128,484)    (24.30)     (154,434)    (51.19)
          Metal fabrication          40,396       7.64       400,741     132.83 
          Plastics                 (194,610)    (36.81)     (168,906)    (55.99)

                                   (528,720)    100.00      (301,682)    100.00 

        General Corporate           (81,384)                (194,505)
        Other Income (Expense)      562,265                  642,978 

        Earnings from Continuing
          Operations Before Income
          Taxes                   $ (47,839)                $ 146,791 

</TABLE>
                                         11
<PAGE>
             Electrical revenues were down slightly for the three months ended
        January 31, 1995 by $103,830, however, remained up by $225,174 for the
        six months ended January 31, 1995.  Gross margins for the three months
        declined significantly by 5.22% to 18.44% as result of the sale of the
        heating  division with the  additional costs associated  with lay-offs
        and  other operating  costs.   For the six  months, the  gross margins
        decline was 3.22% to 20.52%, which  was partially offset by a  decline
        of  1.82%  in selling,  general  and administrative  expenses.   Gross
        margins and operating income  should improve during the third  quarter
        reflecting  the changes  made  as result  of the  sale of  the heating
        division of Stelpro.  A gain of approximately $615,000 is reflected in
        other income from this sale for the three and six months ended January
        31, 1995.

             Defense  electronics revenues for  the quarter ended  January 31,
        1995 amounted to  $1,507,793 with operating losses of  $235,394.  This
        compares with revenues of $1,350,549 and operating losses of  $217,752
        for the quarter ended January 31,  1994.  Revenues for the six  months
        ended January 31, 1995 amounted to $3,298,075 with operating losses of
        $138,796.  This  compares with  revenues of  $3,487,519 and  operating
        income of $107,933 for the six  months ended January 31, 1994.   Gross
        margins declined for the current six month period by 5.33% to  42.57%,
        reflecting  the more  competitive  nature  of  current  defense  work.
        Selling, general  and administrative expenses  as a percentage  of the
        declining  revenues grew  by 1.98%  to 46.78%.   During  February 1995
        steps  were  taken  to  reduce  the  aggregate  selling,  general  and
        administrative expenses  to better  match the  lower than  anticipated
        revenues.   With the declining defense market this segment is actively
        seeking to  expand its  customer base and  build on its  foundation of
        business with Texas Instruements Incorporated.

             Gas revenues declined  by $80,641 and $150,466 for  the three and
        six  months ended  January 31,  1995.   Operating  income declined  by
        $128,484 and $154,434 for the  three and six months ended  January 31,
        1995,   resulting  in  operating   income  of  $56,092   and  $21,578,
        respectively.   This  decline in  operating income  was the  result of
        poorer margins of 46.36% and  45.18% and increases in selling, general
        and administrative expenses of 7.28% to 40.09% and 5.67% to  43.80% of
        revenues,  respectively.  The declining gross  margins were the result
        of changes  in  product mix,  between  odorization systems  and  lower
        margin chart  drives.   Selling, general  and administrative  expenses
        increased substantially due to additions to technical staff and salary
        increases  based  on  higher  expected  revenues  which have  not  yet
        materialized.  The warmer than  usual winter 1995 conditions have also
        had  an unfavorable  effect on  revenues do  to declining  gas company
        purchases.

             Metal fabrication  revenues after remaining  relatively unchanged
        for the first quarter of fiscal 1995, decreased by $386,280 or 10.15%,
        netting to  a decrease of  $396,922 or $7,007,426  for the six  months
        ended  January  31,  1995.     Gross  margins  after  having  improved
        substantially  during the first  quarter of fiscal  1995 were adjusted
        backwards by a  decrease of 2.66% to  18.96% for the six  months ended
        January  31, 1995.    Selling,  general  and  administrative  expenses
        declined substantially due to an one time adjustment  of approximately
        $280,000  in  commission  owed  to  its  manufacturer  representative.
        Overall operating profits improved by $400,747 to $819,593 for the six
        months ended  January 31,  1995.   In  February 1995,  a new  painting
        operation was purchased for this segment.

                                            12
<PAGE>
             Plastics revenues decreased  by $111,622 and increased  by $7,670
        for the  three and  six months ended  January 31,  1995, respectively.
        With revenues remaining relatively unchanged for  the six months ended
        January 31, 1995, operating profits declined substantially by $194,610
        and $168,906  for the  three and  six months  then ended.   The  major
        decreases  in operating profits are  due to declining margins, changes
        in sales product mix, and production problems with  one of the molding
        machines.   Selling, general and administrative expenses increased due
        to  personnel  changes  requiring   some  duplicate  personnel  during
        training for  the transition.   The  product mix  has  shifted to  the
        molding side which has lower margins than the forming business.

             With  the exception of  expense relationships discussed  above in
        the  specific segment  discussion,  such  other  relationships  remain
        consistent.  Operating profits decreased by 1.22%, the effect of lower
        margins,  2.49%, discussed  above and  improved  selling, general  and
        administrative  expense, 1.27%, for  the six months  ended January 31,
        1995.  Net earning  increased by 64.89% due to gain  included in other
        income (See  electrical segment discussion)  for the six  months ended
        January 31, 1995.

        Liquidity and Capital Resources

             Liquidity.  Current  assets of the Company totaled $17,324,530 at
        January 31, 1995, down from current assets of $19,305,576 at July  31,
        1994, or  a decrease of  $1,981,046, primarily reflecting the  sale of
        heating  inventory.    Current  liabilities decreased  by  $1,801,616,
        resulting in a slight decrease in working capital (current assets less
        current  liabilities)  to   $4,070,734  at  January  31,   1995,  from
        $4,250,164 at July 31, 1994.  The Company believes that  is operations
        will generate cash sufficient to meet its working capital requirements
        and debt obligations.

             As result of the sale of the  heating division assets of Stelpro,
        Stelpro  and Hydel renegotiate its working capital line-of-credit with
        a Canadian  bank in  the amount of  $3,000,000.   The Canadian  credit
        facility  is secured  by the  remaining  receivables, inventories  and
        equipment of Stelpro and Hydel.

             The Company received $1,000,000 in proceeds from an  SBA mortgage
        loan which was funded on September 23, 1994.  Such proceeds were added
        to working capital.

             On January  3, 1995, the Company  closed the purchase of  its new
        building for Logic with a $2,000,000 ten year, twenty year amortization,
        mortgage loan from a institutional investor.

             The Company has repaid approximately $720,000 in advances made by
        its affiliates since August 1, 1994.

             Substantially all of the Company's assets, including certificates
        of deposit are  pledged as collateral for the  Company's long-term and
        short-term indebtedness.

                                            13
<PAGE>

        Capital Expenditures

           For Fiscal  1995,  the  Company  (and its  subsidiaries)  does  not
        anticipate any  significant capital  expenditures, other  than in  the
        ordinary  course of  replacing  worn-out  or  obsolete  machinery  and
        equipment utilized by  its subsidiaries.

        Dividend Policy

             No cash  dividends have been  declared by the Company's  Board of
        Directors  since  the  Company's  inception.   The  Company  does  not
        contemplate  paying  cash  dividends  on  its  common  stock   in  the
        foreseeable future since it  intends to utilize it cash flow to invest
        in its businesses.

        Other Business Matters

             Accounting for Post-Retirement Benefits.  The Company provides no
        post-retirement benefits; therefore, FASB No.  106 will have no impact
        on the Company's financial position or result of operations.

             Inflation.   The Company does  not expect the current  effects of
        inflation  to have  any effect  on its  operations in  the foreseeable
        future.   The largest  single impact  affecting the  Company's overall
        operations is  the general  state of the  economy and  principally the
        home construction sector.

                                            14
<PAGE>
                                       PART II

        ITEM 1.  LEGAL PROCEEDINGS

             American  Brass, Inc. (ABI) discontinued its operation in January
        1993 and  is involved in  several lawsuits arising principally  out of
        secured and  unsecured creditors' claims  against ABI.  Under  most of
        these cases  the courts  have awarded judgements  against ABI  for the
        amounts owed such creditors plus costs.  Although ABI has not declared
        bankruptcy,  there  are insufficient  assets  to  satisfy any  of  the
        unsecured creditor claims.   The  secured creditor  currently is  owed
        approximately $1,450,000;  however, there  are remaining  assets which
        could be  sufficient enough  to satisfy  its claim.   Superior is  the
        guarantor of this debt to the secured creditor.  Accordingly, if there
        were insufficient  assets to satisfy  its claim, the Company  could be
        liable for  this  deficiency. Effective  March  23, 1995,  the  United
        States District Court for the  Northern District of Georgia will enter
        a summary judgement in the amount of approximately $1,449,000 in favor
        of the  secured lender  against Superior  Technology, Inc.,  a wholly-
        owned subsidiary of the Company and which  is now being appealed prior
        to the  effective date.   In  addition, ABI  is suing  the lender  and
        others  for  interfering  with  the  Environmental  Protection  Agency
        agreement made by ABI relating to its inventory of "Ball Mill Residue"
        and claiming damages  in excess of $2,000,000 which  could offset said
        judgement.   This summary judgement is  not reflected on the  books of
        the Company.  The Company  believes that a settlement can be  achieved
        with  the  secured lender  for  an  amount  less than  the  judgement.
        Further, that there are  assets available  which if  sold could reduce
        the exposure of the guarantor, Superior.   We are currently unable  to
        reasonable estimate the effect of the judgement on the Company.

             The Company and  its subsidiaries are involved in various routine
        litigation incident to  its business operations.   Management does not
        believe  that any  of such  litigation  will have  a material  adverse
        effect on the consolidated financial position of the Company.

        ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

             (a)       None

             (b)       Reports on Form 8-K.

                       None

                                            15
<PAGE>

                                      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.

                                     ELECTRIC & GAS TECHNOLOGY, INC.


                                     /s/ Edmund W. Bailey    
                                     Edmund W. Bailey
                                     Vice President and
                                     Chief Financial Officer





        Dated: March 15, 1995

                                          16
<PAGE>




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