SCAN OPTICS INC
10-Q, 2000-05-15
COMPUTER PERIPHERAL EQUIPMENT, NEC
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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 quarterly period ended      MARCH 31, 2000

(     ) Transition  Report  Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ____________________ to _______________________

Commission File No.   0-5265

                             SCAN-OPTICS, INC.
          (Exact name of registrant as specified in its charter)

          Delaware                                         06-0851857
(State or other jurisdiction of                          (I.R.S. Employer
    incorporation or organization)                     Identification Number)


169 Progress Drive, Manchester, CT                            06040
(Address of principal executive offices)                     Zip Code

                                 (860) 645-7878
           (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 Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required  to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.( X ) YES    (   ) NO


The number of shares of common stock, $.02 par value, outstanding as of May
10, 2000 was 7,439,732.



<PAGE>

<TABLE>
<CAPTION>
SCAN-OPTICS, INC., AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(thousands, except share data)                   March 31,   December 31,
                                                   2000         1999
                                                     (UNAUDITED)
<S>                                               <C>       <C>
Assets
Current Assets:
  Cash and cash equivalents                              47        38
  Accounts receivable less allowance of $171 at
    March 31, 2000 and $308 at December 31,1999      16,729    18,713
  Unbilled receivables - contracts in progress        6,156     5,023
  Refundable income taxes                               307     1,282
  Recoverable income taxes                                        740
  Inventories                                        11,222    10,033
  Deferred costs, net of revenues                       553       530
  Prepaid expenses and other                            991       976
                                                  ----------------------
    Total current assets                             36,005    37,335

Plant and equipment:
  Equipment                                          13,592    13,735
  Leasehold improvements                              5,146     5,146
  Office furniture and fixtures                       1,297     1,312
                                                  ----------------------
                                                     20,035    20,193
  Less allowances for depreciation and
   amortization                                      17,530    17,337
                                                  ----------------------
                                                      2,505     2,856

Software license, net                                 1,854     2,040
Goodwill, net                                        11,981    12,523
Other assets                                            471       432
                                                  ----------------------
Total Assets                                         52,816    55,186
                                                  ======================
<PAGE>

</TABLE>
<TABLE>
<CAPTION>
(thousands, except share data)                   March 31,   December 31,
                                                   2000         1999
                                                (UNAUDITED)
<S>                                               <C>       <C>
Liabilities and Stockholders' Equity
Current liabilities:
  Accounts payable                                    8,298     8,079
  Notes payable to bank                              18,085    17,437
  Salaries and wages                                  1,570     1,800
  Taxes other than income taxes                         599     1,110
  Income taxes                                           61
  Customer deposits                                   1,209     1,353
  Other                                               2,588     2,829
                                                  ----------------------
    Total current liabilities                        32,410    32,608

Other liabilities                                       541       497

Stockholders' Equity
  Preferred stock, par value $.02 per share,
    authorized 5,000,000 shares; none
      issued or outstanding
  Common stock, par value $.02 per share,
    authorized 15,000,000 shares;
      issued, 7,439,732 shares at March 31, 2000
        and 7,396,232 shares at December 31, 1999      149       148
  Common stock Class A Convertible, par
    value $.02 per share, authorized 3,000,000
      shares; available for issuance 2,145,536
        shares; none issued or outstanding
  Capital in excess of par value                     35,654    35,568
  Retained-earnings deficit                         (12,690)  (10,415)
  Foreign currency translation adjustments             (602)     (574)
                                                  ----------------------
                                                     22,511    24,727
  Less cost of common stock in treasury,
    413,500 shares                                    2,646     2,646
                                                  ----------------------
      Total stockholders' equity                     19,865    22,081
                                                  ----------------------
  Total Liabilities and Stockholders' Equity         52,816    55,186
                                                  ======================

See accompanying notes.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
SCAN-OPTICS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
                                               Three Months Ended
                                                    March 31
(thousands, except share data)                   1999         1999
- ----------------------------------------------------------------------
<S>                                          <C>         <C>
Revenues
  Product sales                              $     5,313  $     6,579
  Service revenues                                 5,749        6,571
  Engineering revenues                                40           73
  Other operating revenues                                          9
                                                ----------------------
    Total revenues                                11,102       13,232

Costs and Expenses
  Cost of product sales                            3,506        4,481
  Service expenses                                 5,680        4,538
  Sales and marketing expenses                     1,574        1,359
  Research and development expenses                1,112        1,484
  General and administrative expenses              1,142        1,081
  Interest expense                                   394          222
                                                ----------------------
    Total costs and expenses                      13,408       13,165
                                                ----------------------
Operating income (loss)                           (2,306)          67
Other income, net                                     44           52
                                                ----------------------
Income (loss) before income taxes                 (2,262)         119
  Income tax expense                                  13           39
                                                ----------------------
Net Income (Loss)                            $    (2,275)  $       80
                                               =======================
Basic earnings (loss) per share              $      (.32)  $      .01
                                               =======================
Basic weighted-average shares                  7,016,672    6,965,521

Diluted earnings (loss) per share            $      (.32)  $      .01
                                               =======================
Diluted weighted-average shares                7,016,672    7,068,944

See accompanying notes.
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
SCAN-OPTICS, INC., AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
                                                   Three Months Ended
                                                        March 31
(thousands)                                         2000        1999
- -----------------------------------------------------------------------
<S>                                              <C>        <C>
Operating Activities
  Net (loss) income                              $  (2,275) $       80
  Adjustments to reconcile net (loss) income
    to net cash (used) provided by operating
      activities:
    Depreciation                                       218         237
    Amortization                                       425         411
    Amortization of goodwill and software license      506         290
    Provision for losses on accounts receivable                     10
    Deferred taxes                                                 (62)
    Changes in operating assets and liabilities:
      Accounts receivable                            1,984       1,085
      Unbilled receivables - contracts in
        progress                                    (1,133)
      Refundable income taxes                          975
      Recoverable income taxes                         740
      Inventories                                   (1,614)        373
      Prepaid expenses and other                       (15)         93
      Accounts payable                                 219      (1,551)
      Accrued salaries and wages                      (230)       (984)
      Taxes other than income taxes                   (511)        176
      Income taxes                                      61        (35)
      Deferred costs, net of revenues                  (23)         83
      Customer deposits                               (144)      1,033
      Other                                            (42)     (1,026)
                                                  ---------------------
   Net cash (used) provided by operating activities   (859)        213

Investing Activities
  Purchases of plant and equipment                     (82)       (271)
  Proceeds from the sale of plant and equipment        215
                                                  ---------------------
   Net cash provided (used) by investing activities    133        (271)

Financing Activities
  Proceeds from issuance of common stock                87          55
  Proceeds from borrowings                           8,653      11,385
  Principal payments on borrowings                  (8,005)    (11,364)
                                                  --------------------
    Net cash provided by financing activities          735          76

Increase in cash and cash equivalents                    9          18
Cash and Cash Equivalents at Beginning of Year          38         216
                                                  --------------------
Cash and Cash Equivalents at End of Period       $      47  $      234
                                                 =====================

See accompanying notes.
</TABLE>


<PAGE>





NOTE 1 - Basis of Presentation

The accompanying unaudited consolidated financial statements have been
prepared  in  accordance  with generally accepted accounting principles for
interim financial information  and  with  the instructions to Form 10-Q and
Article 10 of Regulation S-X.  Accordingly, they do not include all of the
information  and  footnotes  required  by  generally   accepted  accounting
principles   for   complete  financial  statements.   In  the  opinion   of
management,  all adjustments  (consisting  of  normal  recurring  accruals)
considered necessary for a fair presentation have been included.  Operating
results  for  the  three  month  period  ended  March  31,  2000,  are  not
necessarily indicative  of  the  results  that may be expected for the year
ending  December  31,  2000.   For  further  information,   refer   to  the
consolidated  financial  statements  and  footnotes thereto included in the
Company's annual report on Form 10-K for the year ended December 31, 1999.

Certain 1999 amounts have been reclassified  to  conform  to  current  year
presentation.


NOTE 2 - Inventories

The components of inventories were as follows:

                                    March 31    December 31
(THOUSANDS)                           2000          1999
- -----------------------------------------------------------
Finished goods                     $    485     $    363
Work-in-process                       1,803        1,927
Service parts                         4,763        4,429
Materials and component parts         4,171        3,314
                                    --------------------
                                   $ 11,222     $ 10,033
                                    ====================


NOTE 3 - Credit Arrangements

On May 10, 1999, the Company amended its credit agreement (the "Agreement")
with  a  bank to extend the maturity date to May 10, 2002 and to reduce the
line from  $13  million  to $10 million.  The unused portion of the line is
subject to a commitment fee  of  3/8%  per annum.  The available balance on
the line of credit was $1.2 million and  $1.5 million at March 31, 2000 and
March  31,  1999,  respectively.  The weighted  average  interest  rate  on
borrowings during the  first  three  months  of  2000 and 1999 was 8.9% and
7.8%, respectively.

Additionally, on May 10, 1999, a five-year term loan  in  the amount of $10
million  was  established  to  better  match  the  cash  expenditures   for
acquisitions  with the cash flow that results from the acquired businesses.
The outstanding balance on the term loan at March 31, 2000 and December 31,
1999 was $9.3 million  and  $9.5  million,  respectively,  all  of which is
classified as a current liability on the consolidated balance sheet  due to
the  covenant  defaults  noted below.  Both the line of credit and the term
loan bear interest at prime plus 5%.

The circumstances surrounding  this  Agreement  have  changed significantly
as BankBoston, the prior lender, merged with Fleet National Bank on October 1,
1999. The Agreement contains  covenants  which, among  other  things, require
the maintenance of specified working capital, debt to equity  ratios,  net
income  levels, tangible net worth levels and backlog levels.  The Company has
been in  default  of these covenants since September  1999.  The Company has
held discussions  with  Fleet National Bank and has  begun  to negotiate the
revision of the Agreement to meet the current operating conditions  as well as
to obtain waivers for the covenant  defaults.  At this time, no agreement has
been  reached.  The Company believes that  the  projected operating cash flow
for 2000 will be adequate to fund operations provided  that  there  is the
availability of a line of credit or other financing arrangement of a similar
size as  currently  exists.  If negotiations on the revision  of  the
Agreement with Fleet National  Bank  are  not  complete  by  the end of the
second quarter, the Company will continue to negotiate with other  bank and
finance companies, as well as review other business and financing options.


NOTE 4 - Income Taxes

At  March  31, 2000, the Company has U.S. federal and state operating  loss
carryforwards  of  approximately  $9,700,000 and $12,300,000, respectively.
The U.S. federal and state net operating  loss carryforwards expire in 2014
and 2005, respectively.  At March 31, 2000,  the  Company has approximately
$450,000, $3,100,000 and $800,000 of net operating  loss  carryforwards for
Canada, the United Kingdom and Germany, respectively, which  are  scheduled
to  expire  periodically  between  2000  and  2006.  At March 31, 1999, the
Company  had  approximately  $350,000,  $2,600,000   and  $800,000  of  net
operating  loss carryforwards for Canada, the United Kingdom  and  Germany,
respectively.  For  financial reporting purposes, a valuation allowance has
been recorded for the  first  quarter  of 2000 to fully offset deferred tax
assets relating to U.S. federal, state,  and  foreign  net  operating  loss
carryforwards and other temporary differences.



<PAGE>





Significant components of the Company's deferred tax liabilities and assets
were as follows:
<TABLE>
<CAPTION>

                                            March 31   December 31
(THOUSANDS)                                   2000        1999
- -------------------------------------------------------------------
<S>                                        <C>          <C>
Deferred tax assets:
   Net operating losses                    $ 4,755      $  5,671
   Alternative minimum tax credit
      carryforward                             168           168
   Depreciation                                 92            92
   Inventory valuation                         162           163
   Inventory                                    73           101
   Deferred maintenance revenue                                6
   Accounts receivable reserves                136           113
   Goodwill                                    177            71
   Revenue recognition - systems
     undergoing acceptance testing               8             8
   Vacation accrual                            251           237
   Other                                        12            13
                                            --------------------
      Total gross deferred tax assets        5,834         6,643

 Deferred tax liabilities:
   Revenue recognition - milestone and
       retainer contracts                     (623)         (989)
   Depreciation and other                     (285)         (263)
                                            --------------------
       Total gross deferred tax liabilities   (908)       (1,252)

 Valuation allowance                        (4,926)       (5,391)
                                            --------------------
      Net deferred tax asset               $    -       $    -
                                            ====================


</TABLE>

<PAGE>





NOTE 5 - Earnings Per Share

The  following  table  sets  forth  the  computation  of  basic and diluted
earnings per share:
<TABLE>
<CAPTION>
                                             March 31      March 31
                                               2000          1999
<S>                                       <C>            <C>
- ---------------------------------------------------------------------
Numerator:
   Net income (loss)                       $   (2,275)    $       80
                                            ==========================
Denominator:
   Denominator for basic earnings (loss)
   per share (weighted-average shares)      7,016,672      6,965,521

   Effect of dilutive securities:
      Employee stock options                                 103,423

   Denominator for diluted earnings (loss)
   per share (adjusted weighted-average
   shares and assumed conversions)
                                            --------------------------
                                            7,016,672      7,068,944
                                            ==========================

Basic earnings (loss) per share            $     (.32)    $      .01
                                            ==========================

Diluted earnings (loss) per share          $     (.32)    $      .01
                                            ==========================
</TABLE>


NOTE 6 - Year 2000 Compliance

In prior years, the Company discussed the nature and progress  of its plans
to  become  Year  2000 compliant.  In late 1999, the Company completed  its
remediation and testing  of  systems.   As  a  result of those planning and
implementation efforts, the Company experienced  no significant disruptions
in  mission critical information technology and non-information  technology
systems  and believes those systems successfully responded to the Year 2000
date change.   The  Company  expensed approximately $150,000 during 1999 in
connection with remediating its  systems.   The Company is not aware of any
material  problems  resulting  from  Year  2000  issues,  either  with  its
products,  its  internal  systems, or the products and  services  of  third
parties.   The  Company will  continue  to  monitor  its  mission  critical
computer applications and those of its suppliers and vendors throughout the
year 2000 to ensure  that  any  latent Year 2000 matters that may arise are
addressed promptly.


NOTE 7 - Comprehensive Income

The components of comprehensive income,  net of related tax, for the three-
months ended March 31, 2000 and 1999 are as follows:

<TABLE>
<CAPTION>
                                              March 31    March 31
(thousands)                                     2000        1999
- ---------------------------------------------------------------------
<S>                                          <C>          <C>
Net income (loss)                            $ (2,275)    $     80
   Foreign currency translation adjustments       (28)         (40)
                                              ---------------------
   Comprehensive income (loss)               $ (2,303)    $     40
                                              =====================

</TABLE>

The components of accumulated comprehensive  loss,  net  of related tax, at
March 31, 2000 and December 31, 1999 are as follows:

<TABLE>
<CAPTION>

                                            March 31   December 31
(thousands)                                   2000        1999
- ---------------------------------------------------------------------
<S>                                        <C>          <C>
Foreign currency translation adjustments   $  (561)     $  (533)
                                            ---------------------
Accumulated comprehensive loss             $  (561)     $  (533)
                                            =====================





<PAGE>





NOTE 8 - Segment Information

The  Company  views  its  business  in  three  distinct revenue categories:
Product  and  solution sales, Access services, and  Contract  manufacturing
services.  Revenues  are  used  by  management  as a guide to determine the
effectiveness of the individual segment.  The Company manages its operating
expenses through a traditional functional perspective  and accordingly does
not report operating expenses on a segment basis.

</TABLE>
<TABLE>
<CAPTION>

                                             Three Months Ended
                                                  March 31
(thousands)                                    2000       1999
- ------------------------------------------------------------------
<S>                                        <C>          <C>
Revenues
   Solutions and products                  $  7,058      $  9,081
   Access services                            3,474         3,731
   Contract manufacturing services              570           420
                                            ----------------------
      Total revenues                         11,102        13,232

   Cost of solutions and products             6,220         6,191
   Service expenses                           2,966         2,828
                                            ----------------------

      Gross profit margin                     1,916         4,213

   Operating expenses, net                    4,178         4,094
                                            ----------------------

Income (loss) before income taxes          $ (2,262)     $    119
                                            ======================
Total expenditures for additions to
   long-lived assets                       $     48      $    279

</TABLE>

<PAGE>

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


Outlook
Statements  about  the  Company's  future  expectations,  including  future
revenues and earnings, and all other statements other than historical facts
are "forward-looking statements" made under safe harbor provisions of the
Private Securities Litigation Reform Act of 1995 and involve a number of risks
and uncertainties that could materially affect future results. Among these risk
factors are changes in general economic and business conditions in the United
States and foreign markets, which impact capital investments by customers, the
cyclical nature of funding within federal and state government agencies,
increased competition from similar products, the implementation of other
technologies which may provide alternative solutions, ability to complete
projects in a timely manner, and other risk factors and cautionary
statements listed from time to time in the Company's periodic reports
filed with the Securities and Exchange Commission, including but not
limited to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999.

The Company has  three  major  initiatives  currently underway to improve
revenue growth and profitability.  They are to emphasize the "Business of
Solutions"  focus in targeted markets, to decrease  market  risk  through
expansion in the international marketplace, and to capitalize on existing
core competencies  of the Company.  A fourth initiative that is currently
on  hold  is to add long  term  value  through  the  acquisition  of  key
strategic products or enterprises.  The inability of the Company to carry
out these initiatives  may  have  a  materially adverse effect on revenue
growth  and  earnings.   The  Company incurred  a  loss  in  1999 and in
the first quarter of 2000.  These losses were mainly attributable to
professional service revenue delays on some projects and expense overruns on
others, which continue to be addressed with a comprehensive plan. In the
fourth quarter of 1999, a plan to reduce annual expenses  by $5 million,
restructure the professional service organization, including  the  mix of
contractors to  employees,  and add senior management, as well as additional
project management controls and adherence to project implementation
methodology was implemented.  During the first quarter of 2000, the Company
realized benefits from this plan evidenced by a loss of $2.3 million
compared to a loss of $6.4 million in the fourth quarter of 1999.  The
benefits included operating expense reductions of $3.1 million from the fourth
quarter of 1999 which included a $1.3 million reduction within the professional
services organization, a reduction in the number of contractors from an average
of 53 in the fourth quarter of 1999 to an average of 29 in the first quarter of
2000, the hiring of professional services senior management, and the
implementation of improved project methodologies and controls on professional
services projects.

The first initiative  is  to provide cost effective solutions through the
Company's development of target market data capture applications combined
with its high speed transports  and  archival  systems.  The  Company has
refined its target market approach and chosen to focus primarily  on  the
government  and  insurance  markets,  while  continuing  to  address  the
transportation, financial and order entry markets. The Company expects to
continue to emphasize its "Business of Solutions" focus on these targeted
markets  for  the  foreseeable  future.   As  other  market opportunities
emerge, the Company will evaluate the potential of using its products and
services to provide solutions in these new markets. The  revenue for this
initiative  decreased  $.3  million  during  the  first quarter  of  2000
compared to the first quarter of 1999.

The  second  initiative  is  further  expansion  into  the  international
marketplace.   The  Company  has  successfully  supplied product  to  the
Japanese market and has experienced strong sales  activity  in  the  past
through  relationships with highly qualified and productive distributors.
The Company  will continue to focus on developing strong relationships in
Europe, Latin  America and other Pacific Rim countries.  During the first
quarter of 2000  the  Company  achieved  revenue  growth  of  $.9 million
compared  to the first quarter of 1999.  This revenue growth was  due  to
sales in the  Japanese  market  for  prefecture  based  health claims processing
systems.

The   third   initiative   relates  to  leveraging  the  Company's   core
competencies in an effort to  add  revenues  and  profits.   The  Company
believes  that  Access  Services and contract manufacturing services have
potential  to  sell  their  individual  expertise,  experience  and  cost
effectiveness  to  other  entities.     Contract   manufacturing  revenue
increased  $.2 million from the first quarter of 1999  due  to  the contract
signed with MailCode, Inc.

The Company  has  put  on hold its initiative of long term growth through
accretive acquisitions of key strategic products or enterprises. When the
Company  resolves  the  issues  relating  to  the  professional  services
organization, acquisitions  will  again  be  considered  based upon their
individual merit and benefit to the shareholders.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2000 VS. 1999

Total  revenues decreased $2.1 million or 16% from the first  quarter  of
1999 to the first quarter of 2000.

Product  sales decreased $1.3 million or 19% in the first quarter of 2000
compared with  the first quarter of 1999.  North American sales decreased
$2.3 million or 47% due to the internal focus of the sales organization on
improving  customer satisfaction and assisting with professional  services
implementations.   Additionally, the expected manufacturing completion of a
large  hardware system was delayed from the first quarter to the second quarter
of 2000. International  sales  increased $1 million or 61% mainly due to sales
in the Japanese market for  prefecture  based health claims processing systems.

Service  revenues  decreased  $.8 million from the first quarter of 1999.
Access Services revenue decreased $.2 million mainly due to a decrease in
maintenance contracts on older proprietary scanner products that were not
capable of becoming Year 2000 compliant,  partially offset by an increase
in  the third party maintenance business.  Professional  service  revenue
decreased $.6 million from the first quarter of 1999 due to the continued
effort  to  complete  contracts  in  progress  from  the third and fourth
quarter  of 1999 while implementing improved project methodologies on all
new contracts.

Cost of product  sales  decreased  $1  million  from the first quarter of
1999.  Cost of product sales as a percentage of product sales was 66% for
the  first  quarter  of 2000, compared to 68% in the  prior  year.   This
reduction is mainly due to increases in contract manufacturing volume.

Service expenses increased  $1.1  million  in  the  first quarter of 2000
compared  with the respective period of 1999.  Access  Services  expenses
increased $.1  million  from  the first quarter of 1999 due to salary and
related expenses.  The gross margin  on Access Services revenue decreased
8% from 24% in the first quarter of 1999  to  16% in the first quarter of
2000.   This  decrease  was  mainly  caused  by the loss  of  maintenance
contracts on older proprietary scanners that were not capable of becoming
Year 2000 compliant.  Professional service expenses  increased $1 million
compared  with  the first quarter of 1999, mainly due to  the  effort  to
complete various  projects  that  were  started  in  the third and fourth
quarters of 1999.  Professional services expenses decreased  $1.3 million
from the fourth quarter of 1999 which is reflective of the cost reduction
efforts initiated in October 1999.

Sales  and  marketing  expenses  increased by $.2 million from the  first
quarter  of  1999  mainly  due  to expenses  related  to  the  June  1999
acquisition of assets of the scanner and maintenance division of the
Photomatrix Imaging Corporation (PHRX).

Research and development expenses  decreased  $.3  million from the first
quarter  of  1999 mainly due to the cost reduction efforts  initiated  in
October 1999.



LIQUIDITY AND CAPITAL RESOURCES

Cash and cash  equivalents  at  March  31,  2000 remained consistent with
December 31, 1999 levels.

Total borrowings increased to $18.1 million at  March 31, 2000 from $17.4
million  at the end of 1999.  The available balance on the line of credit
was $1.2  million and $1.5  million at March 31, 2000 and March 31, 1999,
respectively.  As  of  March  31,  2000,  the  Company  is  in default of
certain financial covenants on its bank debt and is currently negotiating
with its  bank to restructure the borrowing arrangements and agree to new
terms and conditions.   Accordingly,  all  bank  debt has been classified
as a current liability on the consolidated balance sheet. The Company believes
that the projected operating cash flow for 2000 will be adequate to fund
operations provided that there is the availability of a line of credit or
other  financing arrangement of a similar size as currently exists.  (See
Note 3 for further details.)

Operating  activities used $1.1 million of cash in the first three months
of 2000.

Non-cash expenses  recorded  during the quarter were $1.1 million vs. $.9
million  for  the  same  period  in   1999.   These  expenses  relate  to
depreciation  of  fixed assets (discussed  in  net  plant  and  equipment
below),  amortization   of   customer   service  spare  parts  inventory,
amortization of goodwill, provisions for  losses  on  accounts receivable
and deferred taxes.

Net accounts receivable decreased $2 million from December 31, 1999 due to
collections on 1999 sales offset by first  quarter  2000 sales.

Unbilled  receivables  -  contracts in progress increased $1.1 million from
December 31, 1999 due to  additional  revenue recorded of $1.6 million in
the first quarter of 2000 offset by billings of $.5 million.

Total inventories increased $1.2 million  from December 31, 1999. Total
manufacturing inventories increased $.9 million  from the beginning of the
year  mainly  due to an increase in stockroom inventory  of  $.8 million
due to additional  parts  requirements related to the increase in the
build  plan  for the PHRX products.   Customer  service  inventories
increased $.3 million due to additional PHRX parts.

Net plant and equipment decreased $.4 million during the first quarter of
2000 mainly due to  the sale of a United Kingdom demonstration system and
$.2 million of depreciation  expense  recorded  during  the  first  three
months of the year.

Software license decreased by $.2 million from December 31, 1999 due to the
amortization of  the source code licensing agreement signed with Bluebird
Systems during 1999.

Goodwill  decreased  by  $.5  million from December 31, 1999 due to $.3 million
of amortization recorded for the quarter and $.2 million  related  to
adjustments to the purchase price allocation for the acquisition of the assets
of PHRX.

Accounts payable increased $.2 million from December 31,  1999 due to the
timing of payments.

Accrued salaries and wages decreased $.2 million from December 31, 1999
due to the timing of commission payments.

Taxes other than income taxes decreased $.5 million from December 31, 1999
due to  the timing of sales and use tax payments.

Other current liabilities decreased by $.2 million from the end  of  1999
due to a decrease in professional service consulting expenses.






<PAGE>


                               SIGNATURES



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.


                            SCAN-OPTICS, INC.
                              (Registrant)




Date       May 15, 2000     /s/ James C. Mavel
                            James C. Mavel
                            Chairman, Chief Executive Officer,
                            President and Director



Date       May 15, 2000     /s/ Michael J. Villano
                            Michael J. Villano
                            Chief Financial Officer,
                            Vice President and Treasurer



<TABLE> <S> <C>

<ARTICLE> 5
                                                       EXHIBIT 27.

                             SCAN-OPTICS, INC.
                           FINANCIAL DATA SCHEDULE


<S>                              <C>
<PERIOD-TYPE>                               3-MOS
<FISCAL-YEAR-END>                     DEC-31-2000
<PERIOD-END>                          MAR-31-2000
<CASH>                                     47,000
<SECURITIES>                                    0
<RECEIVABLES>                          22,885,000
<ALLOWANCES>                              171,000
<INVENTORY>                            11,222,000
<CURRENT-ASSETS>                       36,005,000
<PP&E>                                 20,035,000
<DEPRECIATION>                         17,530,000
<TOTAL-ASSETS>                         52,816,000
<CURRENT-LIABILITIES>                  32,410,000
<BONDS>                                         0
<COMMON>                                  149,000
                                     0
                           0
<OTHER-SE>                             19,716,000
<TOTAL-LIABILITY-AND-EQUITY>           52,816,000
<SALES>                                 5,313,000
<TOTAL-REVENUES>                       11,102,000
<CGS>                                   3,506,000
<TOTAL-COSTS>                          13,408,000
<OTHER-EXPENSES>                          (44,000)
<LOSS-PROVISION>                                0
<INTEREST-EXPENSE>                        394,000
<INCOME-PRETAX>                        (2,262,000)
<INCOME-TAX>                               13,000
<INCOME-CONTINUING>                    (2,275,000)
<DISCONTINUED>                                  0
<EXTRAORDINARY>                                 0
<CHANGES>                                       0
<NET-INCOME>                           (2,275,000)
<EPS-BASIC>                                  (.32)
<EPS-DILUTED>                                (.32)


</TABLE>


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