BARRINGER LABORATORIES INC
10QSB, 1998-05-15
TESTING LABORATORIES
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<PAGE>

                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                                          
                                    FORM 10-QSB
                                          
                                          
                 QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
                          SECURITIES EXCHANGE ACT OF 1934
                                          
                                          
         For the quarter ended                      Commission
         March 31, 1998                              File Number 0-8241    
       ---------------------                       ----------------------

                          Barringer Laboratories, Inc.                    
- --------------------------------------------------------------------------------
                    (Name of small business issuer in its charter)

                 Delaware                           84-0951626          
- --------------------------------------     -------------------------------------
       (State or other jurisdiction of      (I.R.S. Employer
        incorporation or organization)       Identification No.)

           15000 West 6th Avenue, Suite 300, Golden, Colorado 80401-5047    
- --------------------------------------------------------------------------------
                       (Address of principal executive office)

Issuer's telephone number, including area code    (303) 277-1687  
                                               ---------------------------------

Indicate by check mark whether the issuer (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 issuer was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


                                Yes   X       No      
                                    -----        -----
                                    

Number of shares outstanding as of March 31, 1998 - 1,590,649 of Common Stock,
$.01 par value.

                                         -1-
<PAGE>

                             BARRINGER LABORATORIES, INC.



                                        INDEX


PART I    -    FINANCIAL INFORMATION

Item 1    Financial Statements

          -    Consolidated Balance Sheets as of March 31, 1998
               (Unaudited) and December 31, 1997;

          -    Consolidated Statements of Operations (Unaudited) for the Three
               Months Ended March 31, 1998 and 1997;

          -    Consolidated Statements of Cash Flows (Unaudited) for the Three
               Months Ended March 31, 1998 and 1997;

          -    Notes to Consolidated Financial Statements; and

Item 2    Management's Discussion and Analysis or Plan of Operation


PART II   -    OTHER INFORMATION





Signatures




















                                         -2-

<PAGE>

                    BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEETS


                                      MARCH 31,    DECEMBER 31,
                                      ----------   ------------
                                        1998           1997
                                        ----           ----


                                     (UNAUDITED)

Assets

Current Assets:
  Cash and cash equivalents          $  283,000      $  524,000 
  Trade receivables, less
    allowance of $15,000 and        
    $13,000 for doubtful accounts       933,000       1,062,000
  Prepaid expenses and other            254,000         127,000
                                     ----------      ----------
    Total Current Assets              1,470,000       1,713,000
                                     ----------      ----------

Property and Equipment:
  Machinery and equipment             2,238,000       2,214,000
  Machinery and equipment under
    capital lease obligations           134,000         134,000
  Leasehold improvements                664,000         663,000
  Office furniture and equipment         90,000          90,000
                                     ----------      ----------
                                      3,126,000       3,101,000

  Less accumulated depreciation
    and amortization                  2,858,000       2,809,000
                                     ----------      ----------  

      Net Property and Equipment        268,000         292,000

Certificate of Deposit                  150,000         150,000

Other Assets                             51,000          57,000
                                     ----------      ----------


Total Assets                         $1,939,000      $2,212,000
                                     ----------      ----------
                                     ----------      ----------




See accompanying notes to consolidated financial statements.









                                         -3-

<PAGE>

                    BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEETS
                                     (CONCLUDED)

                                        MARCH 31,    DECEMBER 31,
                                        ---------    ------------
                                          1998           1997
                                          ----           ----

                                       (UNAUDITED)
Liabilities and Shareholders' Equity

Current Liabilities:
  Trade accounts payable               $  200,000     $  251,000
  Accrued liabilities:
    Payroll, compensation and
      related expenses                    189,000        290,000
    Other                                 225,000        211,000
  Current maturities of long-
    term debt                              38,000         38,000
                                       ----------     ----------

    Total Current Liabilities             652,000        790,000

Long-Term Debt, less current
  maturities                               47,000         54,000
                                       ----------     ----------

    Total Liabilities                     699,000        844,000
                                       ----------     ----------

Minority Interest                            -             5,000

Shareholders' Equity 
  Preferred stock, $2.00 par value,
    1,000,000 shares authorized;
    none issued                              -              -
  Common stock, $0.01 par value,
    shares authorized, 10,000,000;
    issued 1,652,016 and out-
    standing 1,563,756                     16,000         16,000
  Additional paid-in capital            2,397,000      2,397,000
  Accumulated deficit                  (1,150,000)    (1,027,000)
  Translation Adjustment                  (23,000)       (23,000)
                                       ----------     ----------
                                        1,240,000      1,363,000
  Less common stock in treasury,
    at cost, 88,260 shares                   -              -    
                                       ----------     ----------

    Total Shareholders' Equity          1,240,000      1,363,000 
                                       ----------     ----------

Total Liabilities and
  Shareholders' Equity                 $1,939,000     $2,212,000 
                                       ----------     ----------
                                       ----------     ----------


See accompanying notes to consolidated financial statements.

                                           
                                         -4-

<PAGE>

                    BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF OPERATIONS
                                     (UNAUDITED)


                                   THREE MONTHS ENDED MARCH 31,
                                   ----------------------------
                                      1998              1997   
                                   ----------        ----------


Sales of Services                  $1,664,000        $1,494,000

Cost of Services Sold               1,271,000         1,245,000 
                                   ----------        ----------

Gross Profit                          393,000           249,000  
                                   ----------        ----------

Selling, General and
  Administrative Expenses             525,000           423,000 
                                   ----------        ----------

Operating Loss                       (132,000)         (174,000)

Other Income (Expense):
  Interest income                       7,000            11,000 
  Interest expense                     (3,000)           (5,000)
  Translation loss                     (4,000)          (18,000)
  Other                                 3,000             4,000 
                                   ----------        ----------

Total Other Income (Expense)            3,000            (8,000) 
                                   ----------        ----------

Loss before Income
  Taxes and Minority Interest
  in Loss of Subsidiary              (129,000)         (182,000)

Provision for Income Taxes               -                 -     

Minority Interest in Loss of
  Subsidiary                            6,000             9,000 
                                   ----------        ----------

Net Loss for the period            $ (123,000)       $ (173,000)
                                   ----------        ----------
                                   ----------        ----------














                                         -5-

<PAGE>

                    BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF OPERATIONS
                                     (UNAUDITED)


                                   THREE MONTHS ENDED MARCH 31,
                                   ----------------------------
                                      1998              1997   
                                   ----------        ----------



Per Share Data:


  Net Loss per share:

    Basic                           $     (.08)      $      (.11)
                                    ----------       -----------
                                    ----------       -----------

    Diluted                         $     (.08)      $      (.11)
                                    ----------       -----------
                                    ----------       -----------



Weighted average common shares  
  outstanding

    Basic                            1,590,649        1,563,756 
                                    ----------       -----------
                                    ----------       -----------

    Diluted                          1,590,649        1,563,756  
                                    ----------       -----------
                                    ----------       -----------







See accompanying notes to consolidated financial statements.
















                                         -6-

<PAGE>

                    BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                   INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                                     (UNAUDITED)


                                      THREE MONTHS ENDED MARCH 31,
                                      ----------------------------
                                        1998              1997 
                                      ---------        -----------

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss) for the period      $(123,000)       $(173,000)
Items not affecting cash
  Depreciation and amortization          49,000           68,000 
  Bad debt expense                        7,000            6,000 
  Minority interest share in loss
    of subsidiary                        (6,000)          (9,000)
  Other                                    -              23,000 
  Decrease (increase) in operating
    assets net of operating
    liabilities                        (136,000)          92,000 
                                      ---------        ---------
  Cash Provided by 
    Operating Activities               (209,000)           7,000 
                                      ---------        ---------


CASH FLOWS USED IN INVESTING ACTIVITIES

Purchase of property and equipment      (25,000)         (68,000)
                                      ---------        ---------


CASH FLOWS FROM FINANCING ACTIVITIES

Reduction in long-term debt              (7,000)         (16,000)
Decrease in short term borrowings          -              26,000
Minority interest contributions            -              49,000 
                                      ---------        ---------
  Cash used in Financing
    Activities                           (7,000)          59,000
                                      ---------        ---------

Decrease in cash                       (241,000)          (2,000)

Cash and cash equivalents
  - beginning of period                 524,000          803,000 
                                      ---------        ---------

Cash and cash equivalents
  - end of period                     $ 283,000        $ 801,000 
                                      ---------        ---------
                                      ---------        ---------


See accompanying notes to consolidated financial statements.



                                         -7-

<PAGE>


                    BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                             INCREASE (DECREASE) IN CASH
                                     (UNAUDITED)
                                     (CONTINUED)


                                     THREE MONTHS ENDED MARCH 31,
                                     ----------------------------
                                       1998              1997  
                                     ---------         ---------

Decrease (increase) in
  operating assets net of
  operating liabilities

  Trade receivables                  $ 123,000         $ 313,000
  Other current assets                (127,000)          (47,000)
  Accounts payable and accrued
    liabilities                       (138,000)          (76,000)
  Income tax payable                      -              (49,000)
  Other                                  6,000           (49,000)
                                     ---------         ---------

Total - net                           $136,000          $ 92,000 
                                     ---------         ---------
                                     ---------         ---------



Cash paid during the period
  for interest                       $   3,000          $  5,000 
                                     ---------         ---------
                                     ---------         ---------

Cash paid during the period
  for income taxes                   $    -             $ 49,000 
                                     ---------         ---------
                                     ---------         ---------



See accompanying notes to consolidated financial statements.















                                         -8-

<PAGE>

                    BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   BASIS OF PRESENTATION

     In the opinion of the Company, the unaudited financial statements contain
     all adjustments (consisting of only normal recurring accruals) necessary to
     present fairly the financial position of the Company and its subsidiaries,
     as of March 31, 1998 and the results of their operations and their cash
     flows for the three months ended March 31, 1998 and 1997.  The accounting
     policies followed by the Company are set forth in the Notes to Consolidated
     Financial Statements in the 1997 audited financial statements of Barringer
     Laboratories, Inc. and Subsidiaries included in its Annual Report on Form
     10-KSB for the year ended December 31, 1997.  The Form 10-KSB should be
     read in conjunction herewith.

2.   ACCOUNTING POLICIES

     NEW ACCOUNTING PRONOUNCEMENTS

     In June 1997, the Financial Accounting Standards Board ("FASB") issued
     Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting
     Comprehensive Income" which establishes standards for reporting and display
     of comprehensive income, its components and accumulated balances. 
     Comprehensive income is defined to include all changes in equity except
     those resulting from investments by owners and distributions to owners. 
     Among other disclosures, SFAS No. 130 requires that all items that are
     required to be recognized under current accounting standards as components
     of comprehensive income be reported in a financial statement that is
     displayed with the same prominence as other financial statements.

     Also, in June 1997, the FASB issued SFAS No. 131, "Disclosures about
     Segments of an Enterprise and Related Information" which supersedes SFAS
     No. 14, "Financial Reporting for Segments of a Business Enterprise".  SFAS
     No. 131 establishes standards for the way that public companies report
     information about operating segments in annual financial statements and
     requires reporting of selected information about operating segments in
     interim financial statements issued to the public.  It also establishes
     standards for disclosure regarding products and services, geographic areas
     and major customers.  SFAS No. 131 defines operating segments as components
     of a company about which separate financial information is available that
     is evaluated regularly by the chief operating decision maker in deciding
     how to allocate resources and in assessing performance.


                                         -9-

<PAGE>

                    BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


2.   ACCOUNTING POLICIES (CONTINUED)

     NEW ACCOUNTING PRONOUNCEMENTS (CONTINUED)

     Both SFAS No. 130 and 131 are effective for financial statements for
     periods beginning after December, 1997 and require comparative information
     for earlier years to be restated.  Because of the recent issuance of these
     standards, Management has been unable to fully evaluate the impact, if any,
     they may have on future financial statement disclosures.  Results of
     operations and financial position, however, will be unaffected by
     implementation of these standards.

     In February 1998, the FASB issued SFAS No. 132, "Employers' Disclosures
     about Pensions and Other Postretirement Benefits" which standardizes the
     disclosure requirements for pensions and other postretirement benefits and
     requires additional information on changes in the benefit obligations and
     fair values of plan assets that will facilitate financial analysis.  SFAS
     No. 132 is effective for years beginning after December 15, 1997 and
     requires comparative information for earlier years to be restated, unless
     such information is not readily available.  Management believes the
     adoption of this statement will have no material impact on the Company's
     financial statements.

     INCOME (LOSS) PER SHARE

     Through December 31, 1996, the Company followed the provisions of
     Accounting Principles Board Opinion ("APB") 15, "Earnings Per Share". 
     Effective for the year ended December 31, 1997, the Company implemented
     SFAS No. 128, "Earnings Per Share".  SFAS No. 128 provides for the
     calculation of "Basic" and "Diluted" income (loss) per share.  
     Basic incom (loss) per share includes no dilution and is 
     computed by dividing income available to common shareholders 
     by the weighted average number of common shares outstanding 
     for the period.  Diluted income (loss) per share reflects the 
     potential dilution of securities that could share in the
     income (loss) of an entity, similar to fully diluted income (loss) per
     share.  In loss periods, dilutive common equivalent shares are excluded as
     the effect would be antidilutive.  All prior period income (loss) per
     share data has been restated to reflect the requirements of SFAS No. 128. 
     For the three months ended March 31, 1998, option and warrant exercise
     prices exceeded the average market prices of the common stock.  For the
     three months ended March 31, 1997, dilutive common stock equivalents of
     260,650 were not included in the computation of diluted per share data
     because their effect was antidilutive.

                                         -10-

<PAGE>

                    BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



2.   ACCOUNTING POLICIES (CONTINUED)

     CURRENCY TRANSLATION

     The Company had been treating the peso as the functional currency for its
     Mexican subsidiary.  As of December 31, 1996, Mexico was considered a
     highly inflationary economy.  As required by SFAS No. 52, "Foreign Currency
     Translation", the Company changed the functional currency of this
     subsidiary to the U.S. dollar.  As a result, the Company remeasures the
     financial statements from the peso to the U.S. dollar effective January 1,
     1997.  Nonmonetary assets and liabilities are remeasured at the exchange
     rate at the date of the change in the functional currency, which rate then
     becomes, in effect, the "historical rate" for translating those assets in
     the future.  Monetary assets and liabilities are remeasured at the exchange
     rate in effect at the date a transaction occurs.  Gains and losses related
     to the remeasurement of monetary assets and liabilities are included in
     income.  The Peruvian and Nicaraguan subsidiaries are reported in U.S.
     dollars.


3.   INCOME TAXES AND NET OPERATING LOSS CARRYFORWARDS

     At March 31, 1998, the Company has alternative minimum tax credits of
     approximately $16,000 available to offset future federal income taxes on an
     indefinite carryforward basis and unused net operating loss carryforwards
     of approximately $3,428,000.  Such net operating loss carryforwards expire
     in varying amounts from 1998 to 2006 and are subject to certain limitations
     under the Internal Revenue Code.

     As of March 31, 1998, a valuation allowance has been recorded, as
     Management of the Company is not able to determine that it is more likely
     than not that the deferred tax asset will be realized.  The Company has
     recorded a valuation allowance primarily related to the uncertainty of
     realizing operating loss carryforwards subject to limitation under the IRC
     of 1986, as well as uncertainties relating to the EPA investigation and
     its possible impact on the financial position in 1998.






                                         -11-

<PAGE>

                    BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



4.   UNCERTAINTY

     In early 1998, the Company learned that certain employees in one section of
     its environmental laboratory did not consistently follow laboratory
     procedures as set forth in the Company's Standard Operating Procedures and
     applicable test methods.  Management believes the employee practices in
     question may have affected a small percentage of the soil and water test
     results reported to clients of the environmental laboratory.  The Company 
     then commenced an internal investigation, engaged outside advisors to
     assist in the investigation, and initiated corrective actions. This
     investigation is not yet complete. In addition, the Company informed the
     United States Environmental Protection Agency ("EPA") of its investigation
     and its corrective action program.  EPA has informed the Company that
     Agency law enforcement personnel will be conducting their own investigation
     into this matter in accordance with EPA's policy towards voluntary
     self disclosures of this type.  The Company intends to cooperate fully with
     all regulatory agencies with respect to the matter. To date, no agency or
     other party has brought any action or proceeding against the Company.

     In light of the above development, the Company has taken broad corrective
     action measures, including: review and revision of relevant standard
     operating procedures; expansion of analyst training; expansion of its
     existing Quality Assurance Program including the establishment of periodic
     external audits; establishment of an Ethical Work Practices and Data
     Integrity Policy and the initiation of an ethics training program for all
     staff.

     Depending upon the nature and frequency of any improper practices and other
     factors, it is possible that the Company could be subject to penalties or
     other sanctions that could be substantial, and that the Company could face
     other liabilities if reported test results were erroneous. At this stage in
     the investigation, it is not possible to predict the ultimate outcome of
     this uncertainty.








                                         -12-

<PAGE>

                    BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



4.   UNCERTAINTY (CONTINUED)

     The cost of the investigation and any associated liabilities may have a
     material adverse impact on the results of operations, financial position
     and cash flows of the Company.  The Company's consolidated financial
     statements do not include any adjustments that might result from the
     outcome of this uncertainty.

     Other than as set forth above, the Company is not a party to any material,
     pending, or threatened litigation.


5.   SALE OF COMMON STOCK

     Effective April 13, 1998, the Company completed the sale of 1,666,666
     shares of restricted common stock at a price of $.30 per share ($500,000)
     to provide additional working capital.  These shares were issued below the
     value at which the Company's stock last traded on March 20, 1998.  
     Because of the difference between the issuance price and the most 
     recent trading price, the Company is evaluating the amount of 
     the possible second quarter charge, if any, to compensation 
     expense (a non cash charge).  Among the subscribers are three 
     members of the Company's board of directors, two of
     whom are already significant stock-holders.






















                                         -13-

<PAGE>

                    BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
                         MANAGEMENT'S DISCUSSION AND ANALYSIS
                  OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS


The following discussion should be read in conjunction with the consolidated
financial statements and related notes included elsewhere herein.  The Company's
future operating results may be affected by various trends and factors which are
beyond the Company's control.  These include, among other factors, the
competitive environment in which the Company operates, future capital needs,
uncertainty of government contracts, uncertainties in revenue due to
fluctuations in weather, and other uncertain business conditions that affect the
Company's businesses.

With the exception of historical information, the matters discussed below under
the headings "Results of Operations" and "Capital Resources and Liquidity" may
include forward-looking statements that involve risks and uncertainties.  The
Company wishes to caution readers that a number of important factors discussed
herein, and in other reports filed with the Securities and Exchange Commission,
particularly the Company's Form 10-KSB for the year ended December 31, 1997,
could affect the Company's actual results and cause actual results to differ
materially from those in the forward looking statements.


RESULTS OF OPERATIONS

Sales of services for the three months ended March 31, 1998 of  $1,664,000
reflect an increase of  11% and $170,000 compared to 1997 sales of $1,494,000
for the same period.  As compared to the first quarter of 1997, Environmental
Division sales were up 20% and $159,000 while Mineral Division sales were up 2%
and $11,000.  

Of the revenues in the Environmental Division, the radiochemistry laboratory
sales are responsible for the entire increase, and were up over 1997 by 57%. 
The inorganic and organic laboratory sales are down versus last year by 9% and
29%, respectively.  The level of radiochemistry sales in 1998 partially relates
to the 1997 large one-time projects which demanded the resources of the
laboratory in 1997 and caused the work for other customer projects to be
completed in 1998, thereby causing the 1998 increase in sales. 
  
Mineral Division sales were up over 1997 by 2% overall.  The mix of sales was
heavily weighted to Nicaragua and Honduras in 1998 while the United States sales
decreased by over 50%.  Historically, first quarter sales in the United States
are lower than other quarters due to the winter weather conditions.   However,
the unseasonably   


                                         -14-

<PAGE>

                    BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
                         MANAGEMENT'S DISCUSSION AND ANALYSIS
                  OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS (CONTINUED)

wet season due to El Nino exacerbated the seasonal impact and management
believes that unusually wet weather had the same impact in Peru.  The low price
of gold has slowed exploration throughout the industry but particularly in the
United States.  As the gold exploration industry migrates out of North America
and into Latin America, sales from Mexico, Nicaragua, Honduras and Peru are
expected by management to become an increasingly important part of the Company's
business.

Gross profit as a percentage of sales for the three months ended March 31, 1998
at 24% is 7% (points) higher than 1997 for the same period.  The gross margin
improvement is primarily attributable to the Environmental Division, as the
division controlled variable production costs (labor, supplies and outside
services) which increased only 3% over the same period of 1997, while sales
increased 20%.  The first quarter of 1998 reflects a higher incremental gross
margin as revenues exceed fixed cost levels.  Margins of the Mineral Division
are negatively impacted due to the start-up of the Central and South American
sample preparation facilities.  

Selling, general and administrative expenses in the first quarter of 1998 are
$102,000 and 24% higher than the first quarter of 1997.  While normal operating
expenses increased slightly over the same quarter of 1997, the major cause of
the increase is due to professional fees related to the investigation as
discussed further under "Capital Resources and Liquidity".

Other income (expense) improved to $3,000 of income from $8,000 of expense
primarily due to lower translation losses in 1998.

CAPITAL RESOURCES AND LIQUIDITY

Cash and cash equivalents of $283,000 at March 31, 1998 decreased by $241,000
from December 31, 1997.  The use of cash in the first quarter of 1998 is
principally due to the loss for the quarter of $(123,000) and working capital
used to purchase equipment and fund start-up facilities in Central America.  A
portion of the start-up investment is expected to be recovered from a major
customer.

In light of the investigation of certain procedures that were not correctly
followed, see Note 4 to the consolidated financial statements, the Company has
taken broad corrective action measures. Depending upon the nature and frequency
of any improper practices and other factors, it is possible that the Company
could be subject 

                                         -15-

<PAGE>

                    BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
                         MANAGEMENT'S DISCUSSION AND ANALYSIS
                  OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS


CAPITAL RESOURCES AND LIQUIDITY (CONTINUED)

to penalties or other sanctions that could be severe, and the Company could face
other liabilities if reported test results were erroneous.  At this stage in the
investigation, it is not possible to predict the ultimate outcome of this
uncertainty.  While Management believes that the steps it has taken to date
should mitigate any adverse consequences to the Company, the total cost of
the investigation incurred through the end of March 31, 1998, has been
approximately $100,000.  The eventual cost of the ongoing investigation and any
associated liabilities may have a material adverse impact on the operations and
financial position of the Company.  The Company's 1998 consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

Effective April 13, 1998, the Company completed the sale of 1,666,666 shares of
restricted common stock at a price of $.30 per share ($500,000) to provide
additional working capital.  These shares were issued below the value at which
the Company's stock last traded on March 20, 1998.  Among the subscribers are
three members of the Company's board of directors, two of whom are significant
existing stockholders.  The cash from this sale was received in the second
quarter.

In addition to the working capital provided from the sale of common stock, the
Company anticipates that additional future cash requirements will be satisfied
by improved sales of services, related reductions to cost of services sold,
and/or the sale of additional Company equity securities.

There can be no assurance that the Company will not require additional financial
resources to enable it to meet its obligations in the future or that any future
funds required will be generated from operations or from the aforementioned or
other potential sources.  The lack of additional capital could force the Company
to substantially curtail operations and/or capital replacements and would
therefore have a material adverse effect on the Company's business.








                                         -16-

<PAGE>

                    BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
                         MANAGEMENT'S DISCUSSION AND ANALYSIS
                  OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS


INCOME TAXES AND NET OPERATING LOSS CARRYFORWARDS 

At March 31, 1998, the Company has about $16,000 of alternative minimum tax
credits and unused net operating loss carryforwards of approximately $3,428,000.
The alternative minimum tax credits have no expiration date and the loss
carryforwards in expire in varying amounts from 1998 to 2006 and are subject to
certain limitations under the Internal Revenue Code. 

INFLATION

Inflation was not a material factor in either the sales or the operating
expenses of the Company during the periods presented herein.

YEAR 2000

The Company is aware of the issues associated with the programming code in its
existing computer systems as the year 2000 approaches. The issue is whether
these systems will properly recognize date sensitive information when the year
changes to 2000. Systems that do not properly recognize date sensitive
information could generate erroneous data or cause a system to fail.

The Company has made a decision to replace its two major computerized
information systems - accounting system and laboratory information management
system ("LIMS") - during the next year with software packages that will be
certified as year 2000 compliant by their respective manufacturers. The cost of
these replacements will be in the range of $90,000-120,000.

Management believes that both can be installed and implemented largely using
existing Company personnel at a maximum incremental operating cost of $20,000
required to pay for temporary laboratory labor during the LIMS installation
process in the Company's environmental laboratory. 

In addition, the Company has established an internal Year 2000 team to
examine and resolve other potential year 2000 issues relating to the
instrumentation in use in the Company's laboratories and other minor systems
such as security and telephone systems. Management believes that the costs
associated with resolving any potential year 2000 issues associated with these
systems will not be material. 



                                         -17-

<PAGE>

                    BARRINGER LABORATORIES, INC. AND SUBSIDIARIES




PART II


OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS.  Information to be included herein is in Note 4 to
          the Consolidated Financial Statements hereof.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS.  None.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.  None.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDER.  None.

ITEM 5.   OTHER INFORMATION.  None.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.  None.









                                         -18-

<PAGE>


                                      SIGNATURES



In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.





                             BARRINGER LABORATORIES, INC.
                          ----------------------------
                                     (REGISTRANT)





Date:       May 15, 1998      By: /s/J. Graham Russell        
      -----------------------     ----------------------------
                                  J. Graham Russell
                                  President and C.E.O.


                                         -19-

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<PAGE>
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<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               MAR-31-1998
<CASH>                                         283,000
<SECURITIES>                                         0
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                                0
                                          0
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