EXCEL TECHNOLOGY INC
10-Q, 1998-11-12
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 September 30, 1998   Commission File Number 0-19306

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


        41 Research Way                             (516) 273-6900
     E. Setauket  NY 11733                (Registrant's Telephone Number)
     (Address of Principal
       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 November 9, 1998 was: 11,020,520.



                                CONTENTS


PART I.   FINANCIAL INFORMATION

Item 1.   Consolidated Financial Statements:                         Page
         ..................................

          Balance Sheets as of September 30, 1998 and 
               December 31, 1997                                       3

          Statements of Earnings and Retained Earnings
               for the Three Months Ended September 30, 1998 and 1997  4

          Statements of Earnings and Retained Earnings (Accumulated
               Deficit) for the Nine months Ended
               September 30, 1998 and 1997                             5

          Statements of Cash Flows for the Nine months Ended
               September 30, 1998 and 1997                             6

          Notes to Consolidated Financial Statements                   7


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

PART II.  OTHER INFORMATION

          Item 1.  Legal Proceedings                                  13
                   .................

          Item 2.  Changes in Securities and Use of Proceeds          13
                   .........................................

          Item 3.  Defaults Upon Senior Securities                    13
                   ...............................

          Item 4.  Submission of Matters to a Vote of
                   ..................................
                      Security-Holders                                13
                      ................
   
          Item 5.  Other Information                                  13
                   .................

          Item 6.  Exhibits and Reports on Form 8-K                   13
                   ................................


PART I.  FINANCIAL INFORMATION

Item 1.     Consolidated Financial Statements:
            .................................

CONSOLIDATED BALANCE SHEETS

                                           Sept. 30, 1998   Dec. 31, 1997
                                           ..............   .............
                                             (unaudited)      (audited)
Assets
Current assets:
  Cash and cash equivalents                  $  5,321,846    $  6,331,159
  Investments                                     241,973      14,209,854
  Accounts receivable, less allowance for
    doubtful accounts of $470,000 and
    $279,000 in 1998 and 1997, respectively    14,664,393      11,522,041
  Inventories                                  15,452,772      12,143,140
  Deferred income taxes                           645,100         692,500
  Other current assets                            581,248         584,840
                                             ............    ............

          Total current assets                 36,907,332      45,483,534
                                             ............    ............

Property, plant and equipment, net             10,967,255       5,392,955
Other assets                                      525,221         545,725
Deferred income taxes                           1,722,000       1,674,600
Excess of cost over fair value of net assets
  of businesses acquired, net of accumulated
  amortization of $2,268,610 in 1998 and
  $1,849,332 in 1997, respectively.            22,620,091       6,122,867
                                             ............    ............


                   Total assets              $ 72,741,899    $ 59,219,681
                                             ............    ............
                                             ............    ............


Liabilities and Stockholders' Equity
 ....................................
Current liabilities:
  Note payable                               $    125,380    $    182,888
  Accounts payable                              3,011,880       2,235,109
  Accrued expenses and other current
    liabilities                                 8,798,947       5,898,577
                                             ............    ............

          Total current liabilities            11,936,207       8,316,574
                                             ............    ............

Long-term debt                                  6,500,000               0
                                             ............    ............


Stockholders' equity:
  Common stock, par value $.001 per share:
    20,000,000 shares authorized, 11,769,247
    and 11,714,471 issued in 1998 and 1997,
    respectively.                                  11,769          11,714
  Additional paid-in capital                   48,988,523      48,726,078
  Retained earnings                            11,042,383       5,760,370
  Treasury stock, 631,525 shares in 1998
    and 375,000 shares in 1997                (5,760,778)     (3,339,375)
  Foreign currency translation adjustment          23,795       (255,680)
                                             ............    ............

                                               54,305,692      50,903,107
                                             ............    ............


Total liabilities and shareholders' equity   $ 72,741,899    $ 59,219,681
                                             ............    ............
                                             ............    ............



                 CONSOLIDATED STATEMENTS OF EARNINGS 
                        AND RETAINED EARNINGS
                 ...................................
                             (Unaudited)

                                                  Three Months Ended
                                                     September 30
                                                 1998             1997
                                             ............    ............

Net sales and services                       $ 17,512,016    $ 16,504,828

Cost of sales and services                      8,880,054       8,079,912
                                             ............    ............

Gross profit                                    8,631,962       8,424,916

Operating expenses:
  Selling and marketing                         2,423,757       2,624,745
  General and administrative                    1,468,915       1,198,263
  Research and development                      1,552,216       1,238,113
  Amortization of excess of cost over fair
    value of net assets of business acquired      234,426          92,426
                                             ............    ............

Earnings from operations                        2,952,648       3,271,369

Non operating expenses (income):
  Interest expense                                 68,940           6,690
  Interest income                               (169,513)       (239,726)
  Other (income), net                            (14,778)        (60,655)
                                             ............    ............

Earnings before provision for income taxes      3,067,999       3,565,060

Provision for income taxes                      1,073,800       1,246,816
                                             ............    ............

Net earnings                                    1,994,199       2,318,244
                                             ............    ............

Retained earnings, beginning of period          9,048,184       1,341,975

Retained earnings, end of period             $ 11,042,383    $  3,660,219
                                             ............    ............
                                             ............    ............

Earnings per share:

  Basic earnings per common share                   $.018           $.021
                                                    .....           .....
                                                    .....           .....

  Weighted average common shares outstanding   11,152,000      10,928,000
                                             ............    ............
                                             ............    ............

  Diluted earnings per common share                 $0.18           $0.20
                                                    .....           .....
                                                    .....           .....

  Weighted average common shares and
    common share equivalents                   11,253,000      11,702,000
                                             ............    ............
                                             ............    ............

See accompanying Notes to Financial Statements


                 CONSOLIDATED STATEMENTS OF EARNINGS
              AND RETAINED EARNINGS (ACCUMULATED DEFICIT)
              ...........................................
                              (Unaudited)

                                                   Nine Months Ended
                                                     September 30
                                             ............................
                                                 1998             1997
                                             ............    ............

Net sales and services                       $ 46,186,661    $ 49,679,746

Cost of sales and services                     23,519,433      25,101,338
                                             ............    ............

Gross profit                                   22,667,228      24,578,408

Operating expenses:
  Selling and marketing                         6,995,574       8,017,124
  General and administrative                    3,896,394       3,443,707
  Research and development                      3,818,633       3,671,665
  Amortization of excess of cost over fair
    value of net assets of business acquired      419,278         277,278
                                             ............    ............

Earnings from operations                        7,537,349       9,168,634

Non operating expenses (income):
  Interest expense                                 76,843         155,288
  Interest income                               (655,107)       (555,234)
  Other (income) expense, net                    (30,011)          47,792
                                             ............    ............

Earnings before provision for income taxes      8,145,624       9,520,788

Provision for income taxes                      2,863,611       3,386,242
                                             ............    ............

Net earnings                                    5,282,013       6,134,546
                                             ............    ............

Retained earnings (accumulated deficit),
  beginning of period                           5,760,370     (2,474,327)

Retained earnings, end of period             $ 11,042,383    $  3,660,219
                                             ............    ............
                                             ............    ............

Earnings per share:

  Basic earnings per common share                   $0.47           $0.59
                                                    .....           .....
                                                    .....           .....

  Weighted average common shares outstanding   11,238,000      10,385,000
                                             ............    ............
                                             ............    ............

  Diluted earnings per common share                 $0.46           $0.56
                                                    .....           .....
                                                    .....           .....

  Weighted average common shares and
    common share equivalents                   11,437,000      11,044,000
                                             ............    ............
                                             ............    ............

See accompanying Notes to Financial Statements



                CONSOLIDATED STATEMENTS OF CASH FLOWS
                .....................................
                             (Unaudited)


                                                 Nine Months Ended
                                                    September 30
                                             ............................
                                                 1998             1997
                                             ............    ............
Cash flows from operating activities:
Net earnings                                 $  5,282,013    $  6,134,546
  Adjustments to reconcile net earnings
    to net cash provided by operating
    activities:
      Depreciation and amortization             1,452,484         962,055
      Provision for bad debts                      12,473          25,979
      Changes in operating assets and 
        liabilities, net of effects from
        acquisition:
          (Increase) in accounts receivable      (61,261)     (2,396,813)
          Decrease (increase) in inventories       65,491     (1,719,176)
          Decrease (increase) in other current
            assets                                 94,889        (83,250)
          Decrease in other assets                  3,393         106,188
          (Decrease) increase in accounts
            payable                             (579,297)         892,774
          Increase in accrued expenses and
            other liabilities                   1,174,520         875,171
                                             ............    ............

                     Net cash provided by
                       operating activities:    7,444,705       4,797,474
                                             ............    ............

Cash flows from investing activities:
  Cash paid for acquisition - Synrad (1998),
    Cambridge (1997)                         (21,728,055)       (723,150)
  Purchases of property, plant and equipment  (5,036,262)     (1,737,563)
  Redemption (purchase) of investments, net    13,967,881    (11,242,184)
                                             ............    ............

                     Net cash used in
                       investing activities: (12,796,436)    (13,702,897)
                                             ............    ............

Cash flows from financing activities:
  Purchase of treasury stock                  (2,421,403)               0
  Proceeds from exercise of common stock
    options and warrants                          262,500      14,004,056
  (Payments) of notes payable                   (278,154)       (363,778)
  Proceeds from (payments of) long-term debt
    and revolving credit line                  6,500,000      (1,923,024)
                                             ............    ............

Net cash provided by financing activities:      4,062,943      11,717,254
                                             ............    ............

Effect of exchange rate changes on assets and
  liabilities, including cash                     279,475        (91,709)
                                             ............    ............

Net (decrease) increase in cash and
  cash equivalents                            (1,009,313)       2,720,122
                                             ............    ............

Cash and cash equivalents,
  beginning of period                           6,331,159       2,910,982
                                             ............    ............

Cash and cash equivalents, end of period     $  5,321,846    $  5,631,104
                                             ............    ............
                                             ............    ............

Supplemental cash flow disclosure:
 ..................................

Cash paid for:
  Interest                                   $     21,243    $    155,288
  Income taxes                               $  1,516,526    $  2,487,189

See accompanying Notes to Financial Statements



              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              ..........................................
                              (unaudited)


A.   CONSOLIDATED FINANCIAL STATEMENTS:
     ..................................

     The consolidated balance sheet as of September 30, 1998, the 
consolidated statement of earnings and retained earnings (accumulated 
deficit) for the three month and nine month periods ended September 30, 
1998 and the statement of cash flows for the nine months ended September 
30, 1998  have been prepared by the Company without audit.  In the 
opinion of management, all adjustments (which included only normal 
recurring adjustments) necessary to present fairly the financial 
position, results of operations and cash flows (unaudited) at September 
30, 1998 and for all periods presented have been made.

     For information concerning the Company's significant accounting 
policies, reference is made to the Company's Annual Report on Form 10-K 
for the year ended December 31, 1997.  While the Company believes that 
the disclosures presented are adequate to make the information contained 
herein not misleading, it is suggested that these statements be read in 
conjunction with the consolidated financial statements and notes included 
in the Form 10-K. Results of operations for the three and nine month 
periods ended September 30, 1998 are not necessarily indicative of the 
operating results to be expected for the full year.

B.   EARNINGS PER SHARE
     ..................

     In February 1997, the Financial Accounting Standards Board issued 
Statement of Financial Accounting Standards No. 128 (SFAS 128), Earnings 
per Share, which the Company adopted during 1997.  Under SFAS 128, the 
Company presents two earnings per share (EPS) amounts.  Basic EPS is 
calculated based on income available to common shareholders and the 
weighted-average number of shares outstanding during the reported period. 
 Diluted EPS includes additional dilution from potential common stock 
including stock issuable pursuant to the exercise of dilutive stock 
options and warrants outstanding.  Prior year earnings per share data 
have been restated to apply the provisions of SFAS 128.

C.   INVENTORIES
     ...........

     Inventories are recorded at the lower of average cost or market.  
Average cost approximates actual cost on a first-in first-out basis.  
Inventories consist of the following:

                           September 30, 1998       December 31, 1997
                           ..................       .................
       Raw Materials           $    7,047,789          $    5,792,455
       Work in Process              6,475,613               5,013,691
       Finished Goods               1,313,099                 619,316
       Consigned Inventory            616,271                 717,678
                               ..............          ..............

                               $   15,452,772          $   12,143,140


D.   LONG-TERM DEBT
     ..............

     On July 23, 1998, the Company entered into a credit facility with 
The Bank of New York (the "Bank") that provides the Company with a $15 
million revolving line of credit for acquisition or working capital 
requirements.  The term of this agreement is for five years, maturing on 
July 22, 2003.  This credit facility allows for interest to be calculated 
utilizing an Alternative Base Rate ("ABR") or a LIBOR rate plus a premium 
ranging from 0.50% to 2.25%.  The ABR is the higher rate of either the 
prime rate or the Federal Funds Rate plus 0.50%.  The Company has 
currently chosen the LIBOR rate plus the premium, as its interest rate, 
which was 7.14% at September 30, 1998.  This credit facility contains 
certain financial covenants and requires payment of interest on a 
quarterly basis.  The terms call for the repayment of the debt in full on 
its maturity date.  The Company can make voluntary prepayments with a 
minimum of $100 thousand and in $25 thousand increments in excess 
thereof.  Borrowings can be made in a minimum of $500 thousand and in 
increased multiples of $50 thousand for borrowings in excess thereof.  On 
August 14, 1998 the Company borrowed $6.5 million for the acquisition of 
Synrad (see Note E).  As of September 30, 1998 the Company had $8.5 
million available on its line of credit.


E.   ACQUISITION
     ...........

     On August 14, 1998, the Company acquired substantially all of the 
assets and properties of Synrad Inc. ("Synrad"), a company engaged in the 
business of developing, manufacturing and marketing sealed CO2 lasers and 
related accessories, for $21.6 million in cash, which includes 
transaction costs, and the repayment of approximately $2.6 million of 
Synrad's debt.  In addition, the Company assumed certain liabilities 
including trade payables, accrued expenses and other specified 
liabilities.  The Company funded the acquisition of Synrad by utilizing 
its own cash and by borrowing $6.5 million on its credit facility (see 
Note D).

     The acquisition was accounted for as a purchase.  Accordingly, 
results of Synrad are included in the Consolidated Statement of Earnings, 
from August 3, 1998 and acquired assets and liabilities have been 
recorded at their estimated fair values at the date of acquisition.  The 
total cost of the acquisition was $21.6 million of which $4.8 million was 
allocated to identifiable net tangible assets.  The remaining balance of 
$16.8 million represents the excess of the purchase price over the fair 
value of the net assets acquired, which is being amortized on a straight 
line basis over 20 years.

     Proforma results of operations, assuming the acquisition of Synrad 
had been made at the beginning of each period, is as follows, and 
includes adjustments to interest expense, interest income, amortization 
expense and income tax expense.

                        Excel Technology, Inc.
                   Pro Forma Statement of Earnings
                 Reflecting Acquisition of Synrad Inc.


                                   Nine Months Ended   Nine Months Ended
                                   September 30, 1998  September 30, 1997
                                   ..................  ..................
Net sales and service              $       62,275,388  $       69,962,184
Net earnings                                4,799,632           6,904,319
Basic earnings per common share                 $0.43               $0.67
Diluted earnings per common share               $0.43               $0.63

     The pro forma results of operations are not necessarily indicative 
of the actual results of operations that would have occurred had the 
purchase been made at the beginning of the period, or the results which 
may occur in the future.


F.   COMPREHENSIVE INCOME
     ....................

     In June 1997, the Financial Accounting Standards Board issued 
Statement of Financial Accounting Standards No. 130 (SFAS 130), 
"Reporting Comprehensive Income", which the Company implemented during 
the first quarter of 1998.  For the quarters ended September 30, 1998 and 
1997, comprehensive income was $2,270,394 and $2,346,662, respectively.  
For the nine months ended September 30, 1998 and 1997 comprehensive 
income was $5,561,488 and $6,042,837, respectively.  The components of 
comprehensive income are net earnings and foreign currency translation 
adjustments.


G.   SEGMENT INFORMATION
     ...................


     In June 1997, the Financial Accounting Standards Board issued 
Statement of Financial Accounting Standards No. 131 (SFAS 131), 
Disclosure about Segments of an Enterprise and Related Information.  
Historically, the Company has operated in one business segment; however, 
SFAS 131 redefines segments and in the future, the Company may also be 
required to disclose certain financial information about operating 
segments, products and services.  The Company has not determined how 
operating segments will be defined for disclosure purposes or which 
segments will meet the quantitative requirements for disclosure.  The 
adoption of the standard will have no impact on the Company's future 
results of operations or financial position. 


Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations

Results of Operations
 .....................

     Net sales and services for the quarter ended September 30, 1998 
increased $1.0 million or 6.0% to $17.5 million from $16.5 million for 
the comparable period in the prior year.  The increase is primarily 
attributable to the acquisition of Synrad which accounted for $3.8 
million, partially offset by decreases in sales of all products.  Net 
sales and services for the nine months ended September 30, 1998 were 
$46.2 million versus $49.7 million for the comparable period in the prior 
year, a decrease of $3.5 million or 7.0 %. The decrease in the period is 
primarily attributable to a decrease in sales of all products partially 
offset by the acquisition of Synrad.

     Gross margins as a percentage of sales decreased to 49.2% from 51.1% 
for the quarter ended September 30, 1998 as compared to the comparable 
period in the prior year. For the nine months ended September 30, 1998 
the gross margins decreased to 49.0% from 49.5% of sales in the same 
period in 1997.  The decrease in gross margins is due to the product mix 
sold during the quarter and the decrease in sales volume.

     Selling and marketing expenses for the quarter ended September 30, 
1998 decreased $200 thousand to $2.42 million from $2.63 million during 
the same period in 1997.  Selling and marketing expense as a percentage 
of sales during the quarter decreased to 13.8% in 1998 from 15.9% in 
1997.  For the nine months ended September 30, 1998 selling and marketing 
expenses decreased to $7.0 million from $8.0 million in 1997.  Selling 
and marketing expenses as a percentage of sales for the nine months were 
15.1% in 1998 and 16.1% in 1997.  The decrease is attributable to a 
decrease in sales for the quarter and the nine months ended September 30, 
1998.

General and administrative expenses for the quarter increased $270 
thousand to $1.47 million in 1998 from $1.2 million in 1997.  For the 
nine months ended September 30, 1998 general and administrative expense 
increased $450 thousand to $3.9 million from $3.4 million in 1997.  
General and administrative expenses for the periods were relatively 
comparable to prior periods excluding the general and administrative 
expenses for Synrad.

Research and development expenses for the quarter increased $314 
thousand or 25% to $1.6 million in 1998 from $1.24 million in 1997.  For 
the nine months ended September 30, 1998, research and development 
expenses increased $147 thousand or 4% to $3.82 million from $3.67 
million in 1997.  The increase is primarily attributable to the 
acquisition of Synrad.

Interest expense was $77 thousand and $155 thousand for the nine 
months ended September 30, 1998 and 1997, respectively, and $69 thousand 
and $7 thousand for the three months ended September 30, 1998 and 1997, 
respectively.  The increase in interest expense, for the period, is due 
to the long term debt associated with the acquisition of Synrad.  The 
decrease for the nine months ended September 30, 1998 as compared to 1997 
was due to interest paid to Gould on previously past due royalties, in 
1997.

Interest income was $655 thousand and $555 thousand for the nine 
months ended September 30, 1998 and 1997, respectively.  For the quarter 
ended September 30, 1998 and 1997, interest income was $170 thousand and 
$240 thousand, respectively.  The decrease in interest income, for the 
period, is due to the utilization of cash for the acquisition of Synrad.

     Other income/expense for the nine months ended September 30, 1998 
and 1997 was income of $30 thousand and expense of $48 thousand, 
respectively.  For the quarter ended September 30, 1998 income was $15 
thousand as compared to income of $61 thousand for the quarter ended 
September 30, 1997.  This decrease in other income in the period and the 
increase in the nine months is primarily due to foreign exchange gains 
and losses incurred by the Company's German subsidiary.


Liquidity and Capital Resources
 ...............................

     Working capital at September 30, 1998 was $25 million compared to 
$37.2 million at December 31, 1997. The decrease is primarily attributable 
to the net utilization of cash and investments for the acquisition of 
Synrad ($15.2 million), purchases of a new building and equipment ($5 
million) and purchase of treasury stock ($2.4 million), offset by the net 
current assets of the Synrad acquisition ($3.5 million) and current year 
net income ($5.3 million).

     On August 14, 1998, the Company acquired substantially all of the 
assets and properties of Synrad Inc. a company engaged in the business of 
developing, manufacturing and marketing sealed CO2 lasers and related 
accessories.  In accordance with the Asset Purchase Agreement, dated August 
14, 1998, by and between a newly formed wholly-owned subsidiary, Excel 
Purchasing Company (name changed to Synrad Inc. subsequent to the 
acquisition), and Peter Laakman, the Chairman of Synrad and Trustee of the 
sole shareholder of Synrad ("Peter Laakman"), Excel Purchasing Company 
purchased from Peter Laakman substantially all of the net assets and 
properties for consideration of approximately $21.6 million in cash, which 
includes transaction costs and the repayment of approximately $2.6 million 
of Synrad's debt.  In addition, the Company assumed certain liabilities, 
including trade payables, accrued expenses and other specified liabilities. 

     The Company funded the acquisition of Synrad by utilizing its own cash 
and by borrowing $6.5 million on its credit facility (see Note D).

     The Company estimates that its current resources and anticipated cash 
flow from operations will be sufficient to meet the Company's cash 
requirements for at least the next 12 months.  
     In fiscal 1997, the Company commenced a Year 2000 date conversion 
project to address necessary changes, testing and implementation in 
respect to its internal computer systems.  Project completion is 
scheduled for completion by June 1999.  To date, the cost of this project 
has not been material to the Company's results of operations and 
liquidity and the Company does not anticipate that the cost of completing 
the project will be material to is results of operations or liquidity in 
fiscal 1999.  Management anticipates that the Company's Year 2000 date 
conversion project as it relates to the Company's internal systems will 
be completed on a timely basis.  

    The Company's applicable products are Year 2000 compliant.

     The Company is currently seeking information regarding Year 2000 
compliance from vendors, customers and manufacturers associated with the 
Company.  Project completion for this phase is planned for the middle of 
1999.  However, given the reliance on third-party information as it 
relates to their compliance programs and the difficulty of determining 
potential errors on the part of the external service suppliers, no 
assurance can be give that the Company's information systems or 
operations will not be affected by mistakes, if any, of third parties or 
third-party failures to complete the Year 2000 project on a timely basis. 
 There can be no assurance that the systems of other companies on which 
the Company's systems rely will be timely converted or that any such 
failure to covert by another company would have an adverse effect on the 
Company's systems.

     The cost of the Company's Year 2000 project and the date on which 
the Company believes it will complete the necessary modifications are 
based on the Company's estimates, which were derived utilizing numerous 
assumptions of future events, including the continued availability of 
resources, third party modification plans and other factors.  The Company 
presently believes that the Year 2000 issue will not pose significant 
operational problems for its internal information systems and products.  
However, if the anticipated modifications and conversions are not 
completed on a timely basis, or if the systems of other companies on 
which the Company's systems and operations rely are not converted on a 
timely basis, the Year 2000 issue could have an adverse effect on the 
Company's operations. 

     The Company does not currently have any contingency plans in place 
to address the failure of timely conversion of its and /or third-party 
systems in respect of the Year 2000 issue.

     In the opinion of management, inflation has not had a material effect 
on the operations of the Company.


PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings

          For information concerning Legal Proceedings, reference is made 
to Item 3.  Legal Proceedings in the Company's Annual Report on Form 10-K 
for the year ended December 31, 1997.

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-Holders

          None.

Item 5.   Other Information

          None.

Item 6.   Exhibits and Reports on Form 8-K 

          (a)  Exhibits

               (10.1)  Asset Purchase Agreement, dated as of August 14, 
1998,by and among Excel Technology, Inc., Excel Purchasing Corporation, 
Synrad, Inc., The Amended Revocable Living Trust of Peter Laakmann, and 
Peter Laakmann (incorporated by reference to the Company's Report on Form 
8-K dated August 14, 1998).

               (11)    Computation of net earnings per share

          (b) Reports on Form 8-K



     SIGNATURES



PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) 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:   November 12, 1998

     EXCEL TECHNOLOGY, INC.


     By:  /s/  J. Donald Hill
          ...................
          J. Donald Hill
          Chief Executive Officer


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


EXHIBIT 11 (Unaudited)

COMPUTATION OF NET EARNINGS PER SHARE

                                  BASIC                   DILUTED
                            Three Months Ended       Three Months Ended
                              September 30,             September 30,
                          ....................... .......................

                              1998        1997        1998        1997
                          ........... ........... ........... ...........

Net earnings              $ 1,994,199 $ 2,318,244 $ 1,994,199 $ 2,318,244
                          ........... ........... ........... ...........
                          ........... ........... ........... ...........

Weighted average common
  shares outstanding       11,151,861  10,927,876  11,151,861  10,927,876

Weighted average common
  share equivalents:
    Options and warrants            0           0     101,165     773,787
                          ........... ........... ........... ...........

Weighted average common 
  and common equivalent
  shares                   11,151,861  10,927,876  11,253,026  11,701,663
                          ........... ........... ........... ...........
                          ........... ........... ........... ...........

Net earnings per share          $0.18       $0.21       $0.18       $0.20
                                .....       .....       .....       .....
                                .....       .....       .....       .....

                                  BASIC                   DILUTED
                            Nine Months Ended        Nine Months Ended
                              September 30,             September 30,
                          ....................... .......................

                              1998        1997        1998        1997
                          ........... ........... ........... ...........
Net earnings              $ 5,282,013 $ 6,134,546 $ 5,282,013 $ 6,134,546
                          ........... ........... ........... ...........
                          ........... ........... ........... ...........

Weighted average
  common shares
  outstanding              11,238,024  10,385,211  11,238,024  10,385,211

Weighted average common
  share equivalents:
  Options and warrants              0           0     198,626     658,780
                          ........... ........... ........... ...........

Weighted average common
  and common equivalent
  shares                   11,238,024  10,385,211  11,436,650  11,043,991
                          ........... ........... ........... ...........
                          ........... ........... ........... ...........

Net earnings per share          $0.47       $0.59       $0.46       $0.56
                                .....       .....       .....       .....
                                .....       .....       .....       .....




<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   3-MOS                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1998             DEC-31-1998
<PERIOD-END>                               SEP-30-1998             SEP-30-1998
<CASH>                                       5,321,846               5,321,846
<SECURITIES>                                   241,973                 241,973
<RECEIVABLES>                               14,664,393              14,664,393
<ALLOWANCES>                                   470,000                 470,000
<INVENTORY>                                 15,452,772              15,452,772
<CURRENT-ASSETS>                            36,907,332              36,907,332
<PP&E>                                      10,967,255              10,967,255
<DEPRECIATION>                                       0                       0
<TOTAL-ASSETS>                              72,741,899              72,741,899
<CURRENT-LIABILITIES>                       11,936,207              11,936,207
<BONDS>                                              0                       0
                                0                       0
                                          0                       0
<COMMON>                                        11,769                  11,769
<OTHER-SE>                                           0                       0
<TOTAL-LIABILITY-AND-EQUITY>                72,741,899              72,741,899
<SALES>                                     17,512,016              46,186,661
<TOTAL-REVENUES>                            17,512,016              46,679,746
<CGS>                                        8,880,054              23,519,433
<TOTAL-COSTS>                                8,880,054              23,519,433
<OTHER-EXPENSES>                             (115,351)               (608,275)
<LOSS-PROVISION>                                     0                       0
<INTEREST-EXPENSE>                              68,940                  76,843
<INCOME-PRETAX>                              3,067,999               8,145,624
<INCOME-TAX>                                 1,073,800               2,863,611
<INCOME-CONTINUING>                          1,994,199               5,282,013
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                 1,994,199               5,282,013
<EPS-PRIMARY>                                     0.18                    0.47
<EPS-DILUTED>                                     0.18                    0.46
        

</TABLE>


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