SCIENTIFIC MEASUREMENT SYSTEMS INC/TX
DEF 14A, 1995-11-15
MEASURING & CONTROLLING DEVICES, NEC
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                               SCHEDULE 14A INFORMATION

             Proxy Statement Pursuant to Section 14(a) of the Securities
          Exchange Act of 1934
                                 (Amendment No. N/A)

          Filed by the Registrant [ X ]
          Filed by a Party other than the Registrant [    ]

          Check the appropriate box:

          [    ]    Preliminary Proxy Statement
          [ X ]     Definitive Proxy Statement
          [    ]    Definitive Additional Materials
          [    ]    Soliciting  Material  Pursuant   to  Sect. 240.1a-11(c)   or
          Sect. 240.14a-12

                               SCIENTIFIC MEASUREMENT SYSTEMS, INC.         
                     
                   (Name of Registrant as Specified In Its Charter)


                               SCIENTIFIC MEASUREMENT SYSTEMS, INC.         
                     
                      (Name of Person(s) Filing Proxy Statement)

          Payment of Filing Fee (check the appropriate box):

          [X]  $125 per Exchange Act Rules  0-11(c)(1)(ii), 14a-6(i)(1), or
               14a-6(j)(2) or Item 22(a)(2) of Schedule 14A.
          [  ] $500 per each party to the controversy pursuant to  Exchange
               Act Rule 14a-6(i)(3)
          [  ] Fee  computed on  table below  per Exchange  Act Rules  14a-
               6(i)(4) and 0-11.

               1)   Title of each class  of securities to which transaction
                    applies:
               2)   Aggregate  number of  securities  to which  transaction
                    applies:
               3)   Per unit price or other underlying value of transaction
                    computed pursuant to Exchange  Act Rule 0-11 (Set forth
                    the amount  on which the  filing fee is  calculated and
                    state how it was determined):
               4)   Proposed maximum aggregate value of transaction:
               5)   Total fee paid:

          [    ]    Fee paid previously with preliminary materials.

          [    ]    Check box  if any part of the fee is offset as provided
                    by Exchange Act Rule 0-11(a)(2) and identify the filing
                    for  which the  offsetting  fee  was  paid  previously.
                    Identify  the previous filing by registration statement
                    number, or the  Form or  Schedule and the  date of  its
                    filing.

               1)   Amount previously paid:

               2)   Form, Schedule or Registration Statement No.:

               3)   Filing Party:  
<PAGE>






               4)   Date Filed:
<PAGE>






                         SCIENTIFIC MEASUREMENT SYSTEMS, INC.
                 2210 Denton Drive, Suite 106  -  Austin, Texas 78758

                               ________________________


                       NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                      TO BE HELD ON THURSDAY, DECEMBER 14, 1995


               The   annual  meeting  of  the  shareholders  of  Scientific
          Measurement  Systems,   Inc.,  will  be  held   at  the  Stouffer
          Renaissance  Austin Hotel,  9721 Arboretum  Blvd.,  Austin, Texas
          78759,  on Thursday,  December  14, 1995,  at 3:00  p.m., Central
          Standard Time, for the following purposes:

               1.   Electing directors for the ensuing year;
               2.   Approving  the  selection   of  BDO  Seidman,   LLP  as
                    independent auditors for the Company;
               3.   Receiving the reports of officers; and
               4.   Transacting  such other business  as properly  may come
                    before the meeting.

               The Board of  Directors has  fixed the close  of trading  on
          October  27,  1995, for  the  determination  of the  shareholders
          entitled to  notice of and to  vote at the meeting.   Transferees
          acquiring shares after  such date  will not be  entitled to  vote
          such shares at the annual meeting, but will be provided copies of
          the Company's annual report to shareholders upon request.

               The annual report to shareholders for  the fiscal year ended
          July 31,  1995,  containing  financial  statements,  is  enclosed
          herewith.

               YOUR VOTE IS IMPORTANT.  WHETHER OR NOT YOU EXPECT TO ATTEND
          THE  MEETING, PLEASE  SIGN THE  ENCLOSED SHAREHOLDER'S  PROXY AND
          RETURN IT  IN THE ENCLOSED ENVELOPE  SO THAT YOUR SHARES  WILL BE
          REPRESENTED.   NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED
          STATES.


                                                  By order of the  Board of
          Directors,


                                                  /s/ Keith A. Jezek



                                                  Keith A. Jezek, Secretary



          Austin, Texas
          November 9, 1995
<PAGE>






                         SCIENTIFIC MEASUREMENT SYSTEMS, INC.
                                   PROXY STATEMENT


                            ANNUAL MEETING OF SHAREHOLDERS
                           TO BE HELD ON DECEMBER 14, 1995


                        SOLICITATION AND REVOCATION OF PROXIES

               The enclosed proxy is  being solicited by the Management  of
          the Company for  use at the Annual Meeting  of Shareholders to be
          held on December 14, 1995,  and at any adjournment thereof.   Any



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