EXCEL TECHNOLOGY INC
10-Q/A, 1996-07-23
MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES
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                  SECURITIES AND EXCHANGE COMMISSION                 
                        Washington, D.C. 20549
                                   
                                  FORM 10-Q

              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
                               

                           EXCEL TECHNOLOGY, INC.


           (Exact name of Registrant as specified in its Charter)


For the quarter ended March 31, 1996       Commission File Number 0-19306

          Delaware                                    11-2780242
(State or other jurisdiction of                    (I.R.S. Employer
 Incorporation or Organization)                   Identification No.)

       45 Adams Ave.                               (516) 273-6900
    Hauppauge, NY 11788                          Registrant's Telephone   
   (Address of Principal                                 Number)
     Executive Offices)


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.

                              Yes [X]  No [ ]

The number of shares of the Registrant's common stock outstanding as of
May 7, 1996 as: 8,529,897.

The number of shares of the Registrant's Series 1 convertible preferred
stock outstanding as of May 7, 1996 was: 345,292.

The number of the Registrant's Class B warrants outstanding as of
May 7, 1996 was:  1,254,058.  


ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K 

           (a) Exhibits - (11) Computation of net earnings per share

           (b) Reports on Form 8-K - None                       


                                   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.


DATED:  May 10, 1996

EXCEL TECHNOLOGY, INC.





By:   /s/  J. Donald Hill
      ..............................

      J. Donald Hill President and
      Chief Executive Officer



By:   /s/ Antoine Dominic                              
      ..............................
      Antoine Dominic
      Chief Financial Officer    


<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                       1,591,809
<SECURITIES>                                 5,041,045
<RECEIVABLES>                               10,588,564
<ALLOWANCES>                                         0
<INVENTORY>                                 12,554,780
<CURRENT-ASSETS>                            43,278,842
<PP&E>                                       1,668,816
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              43,278,842
<CURRENT-LIABILITIES>                       12,233,958
<BONDS>                                              0
                                0
                                        363
<COMMON>                                         8,498
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                43,278,842
<SALES>                                     13,895,613
<TOTAL-REVENUES>                            13,895,613
<CGS>                                        7,465,248
<TOTAL-COSTS>                                7,465,248
<OTHER-EXPENSES>                             4,627,240
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             197,696
<INCOME-PRETAX>                              1,600,344
<INCOME-TAX>                                   544,706
<INCOME-CONTINUING>                          1,055,638
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,055,638
<EPS-PRIMARY>                                     0.11
<EPS-DILUTED>                                     0.11
        

</TABLE>


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