UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Amedment No.1

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended JuneSeptember 30, 1996
-----------------------------------------------------------------------------

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

For the transition period from to
------------ ------------------------ ---------------

Commission file number 0-11668
-----------------------------------------------------------------------------------------------

INRAD, Inc.
------------------------------------------------------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

New Jersey 22-2003247
- ------------------------------------------------------------------------- -----------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation (I.R.S. Employer or organization) Identification Number)

INRAD, Inc. 181 Legrand Avenue, Northvale, NJ 07647
--------------------------------------------------------------------------------------------------------------------------------
(Address of principal executive offices)
(Zip Code)

(201) 767-1910
-------------------------------------------------------------------------------------------------------------------------------
(Registrant's telephone number, including area code)

--------------------------------------------------------------------------------------------------------------------------------------------------
(Former name, former address and formal fiscal year, if changed
since last report)

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
----- ------------- -------

Common shares of stock outstanding as of JulyOctober 15, 1996:

2,109,271 SHARES

INRAD, Inc.INC.

INDEX
Page Number
-----------

PartPART I. FINANCIAL INFORMATIONINFORMATION. . . . . . . . . . . . . . . . . . . . . 1

Item 1.1 Financial Statements:

Consolidated Balance Sheet as of JuneSeptember 30,
1996 and December 31, 1995 (unaudited) . . . . . . . . . 1

Consolidated Statement of Operations for the Three
and SixNine Months Ended JuneSeptember 30, 1996 and
1995 (unaudited) . . . . . . . . . . . . . . . . . . 2

Consolidated Statement of Cash Flows for the SixNine
Months Ended JuneSeptember 30, 1996 and 1995
(unaudited). . . . . . . . . . . . . . . . . . . . . 3

Notes to Consolidated Financial Statements.Statements . . . . . 4

Item 2. Management's Discussion and Analysis of Financial
Condition and Results of OperationsOperations. . . . . . . . . 7

PartPART II. OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . 10

Item 6. Exhibits and Reports on Form 8-K.8-K . . . . . . . . . . 10

SignaturesSIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INRAD, INC.
CONSOLIDATED BALANCE SHEETSHEETS
(UNAUDITED)

JuneSEPTEMBER 30, DecemberDECEMBER 31,
1996 1995
---- ----

ASSETS

CURRENT ASSETS:
Cash and cash equivalents $ 236,427352,979 $ 37,981
Certificate of Deposit 70,000 70,000
Accounts receivable, net 826,664657,052 804,834
Inventories 1,568,8611,516,819 1,671,673
Unbilled contract costs 68,23175,519 151,649
Assets held for sale - 279,111
Other current assets 51,54428,390 61,699
--------- ---------
TOTAL CURRENT ASSETS 2,821,7272,700,759 3,076,947

PLANT AND EQUIPMENT, NET 1,644,3001,553,520 1,788,080
PRECIOUS METALS 280,001279,247 280,001
OTHER ASSETS 150,820150,201 151,016
--------- ---------
TOTAL ASSETS $4,896,848 $5,296,044$ 4,683,727 $ 5,296,044
--------- ---------
--------- ---------

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Note payable - Bank $ 90,000105,000 $ 60,000
Current obligations under capital leases 94,75791,505 190,754
Accounts payable and accrued liabilities 750,933651,429 708,403
Advances from customers 83,62517,955 116,205
Other current liabilities 23,49868,435 53,084
--------- ---------
TOTAL CURRENT LIABILITIES 1,042,813934,324 1,128,446

NOTE PAYABLE - BANK 260,000230,000 320,000
OBLIGATIONS UNDER CAPITAL LEASES 39,63517,891 75,088
SECURED PROMISSORY NOTES 250,000 250,000
SUBORDINATED CONVERTIBLE NOTES 1,145,6921,179,417 1,080,623
UNSECURED DEMAND CONVERTIBLE NOTE 100,000 100,000
NOTE PAYABLE - SHAREOWNER 549,735SHAREHOLDER 557,892 533,420
--------- ---------

TOTAL LIABILITIES 3,387,8753,269,524 3,487,577
--------- ---------
COMMITMENTS (NOTE 10)

SHAREHOLDERS' EQUITY:
Common stock: $.01 par value; 2,121,571
shares issued 21,216 21,216
Capital in excess of par value 6,051,791 6,067,991
Accumulated deficit (4,512,234)(4,607,004) (4,212,740)
--------- ---------
1,560,7731,466,003 1,876,467

Less - Common stock in treasury,
at cost (12,300 shares at JuneSeptember 30, 1996;
15,000 shares at December 31, 1995) (51,800) (68,000)
--------- ---------
TOTAL SHAREHOLDERS' EQUITY 1,508,9731,414,203 1,808,467
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $4,896,848 $5,296,044$ 4,683,727 $ 5,296,044
--------- ---------
--------- ---------

See Notes to Consolidated Financial Statements.SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

INRAD, INC.
CONSOLIDATED STATEMENTSTATEMENTS OF OPERATIONS
(UNAUDITED)

Three Months Ended June 30, Six Months Ended June 30,
--------------------------- -------------------------
1996 1995 1996 1995
---- ---- ---- ----

REVENUES:
Net product sales $1,415,070 $1,055,508 $2,564,299 $2,038,664
Contract research and development 196,835 376,404 327,643 663,399
--------- --------- --------- ---------
1,611,905 1,431,912 2,891,942 2,702,063
--------- --------- --------- ---------
COSTS AND EXPENSES:
Cost of goods sold 1,063,891 902,451 2,025,796 1,743,058
Contract research and development expenses 194,127 366,751 326,797 648,461
Selling, general and administrative expenses 344,357 230,773 640,039 489,972
Internal research and development expenses 42,182 91,111 67,875 191,424
--------- --------- --------- ---------
1,644,557 1,591,086 3,060,507 3,072,915
--------- --------- --------- ---------
OPERATING PROFIT (LOSS) (32,652) (159,174) (168,565) (370,852)

Other income (expense):
Interest expense (69,767) (72,277) (144,568) (147,984)
Interest and other income, net 2,815 162 13,639 6,750
--------- --------- --------- ---------
NET INCOME (LOSS) (99,604) (231,289) (299,494) (512,086)

ACCUMULATED DEFICIT, BEGINNING OF PERIOD (4,412,630) (3,524,659) (4,212,740) (3,243,862)
--------- --------- --------- ---------
ACCUMULATED DEFICIT, END OF PERIOD $(4,512,234) $(3,755,948) $(4,512,234) $(3,755,948)
--------- --------- --------- ---------
--------- --------- --------- ---------

NET INCOME (LOSS) PER SHARE $(0.05) $(0.11) $(0.14) $(0.24)
------ ------ ------ ------
------ ------ ------ ------

WEIGHTED AVERAGE SHARES OUTSTANDING 2,109,271 2,106,571 2,109,004 2,106,571
--------- --------- --------- ---------
---------THREE MONTHS NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
----------------------- ------------------------

1996 1995 1996 1995
---- ---- ---- ----
REVENUES:
Net product sales $ 1,307,043 $ 1,079,249 $ 3,871,342 $ 3,117,913
Contract research
and development 122,973 225,535 450,616 888,934
--------- --------- ---------

See Notes to Consolidated Financial Statements.----------
1,430,016 1,304,784 4,321,958 4,006,847
--------- --------- --------- ----------
COSTS AND EXPENSES:
Cost of goods sold 995,181 923,303 3,020,977 2,666,361
Contract research and
development expenses 124,406 221,871 451,203 870,332
Selling, general and
administrative
expenses 275,616 243,584 915,655 733,556
Internal research and
development expenses 61,877 56,392 129,752 247,816
--------- --------- --------- ----------
1,457,080 1,445,150 4,517,587 4,518,065
--------- --------- --------- ----------

OPERATING PROFIT
(LOSS) (27,064) (140,366) (195,629) (511,218)

OTHER INCOME (EXPENSE):
Interest expense (70,439) (63,172) (215,007) (211,156)
Interest and other
income, net 2,733 6,602 16,372 13,352
--------- --------- --------- ----------
NET INCOME (LOSS) (94,770) (196,936) (394,264) (709,022)

ACCUMULATED DEFICIT,
BEGINNING OF PERIOD (4,512,234) (3,755,948) (4,212,740) (3,243,862)
--------- --------- --------- ----------

ACCUMULATED DEFICIT,
END OF PERIOD $(4,607,004) $(3,952,884) $(4,607,004) $(3,952,884)
--------- --------- --------- ----------
--------- --------- --------- ----------

NET INCOME (LOSS) PER SHARE $(0.05) $(0.09) $(0.19) $(0.34)
------- ------- ------- -------
------- ------- ------- -------

WEIGHTED AVERAGE SHARES
OUTSTANDING 2,109,271 2,106,571 2,109,093 2,106,571
--------- --------- --------- ----------
--------- --------- --------- ----------

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

INRAD, INC.
CONSOLIDATED STATEMENTSTATEMENTS OF CASH FLOWS
(UNAUDITED)

SIXNINE MONTHS ENDED JUNESEPTEMBER 30,
-------------------------
1996 1995
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $(299,494) $(512,086)
--------- ---------$ (394,264) $ (709,022)
---------- ----------
ADJUSTMENTS TO RECONCILE NET INCOME (LOSS)
TO CASH PROVIDED BY OPERATING ACTIVITIES:to cash provided by operating activities:
Depreciation and amortization 279,064 376,288418,596 564,432
Noncash interest 81,384 66,470123,269 104,305
Gain on sale of equipment (8,621) -

CHANGES IN ASSETS AND LIABILITIES:
Accounts receivable (21,830) (164,566)147,782 (69,253)
Inventories 102,812 77,766154,854 148,720
Unbilled contract costs 83,418 (72,000)76,130 (66,644)
Other current assets 10,154 (9,886)33,307 14,061
Precious metals - 30754 28,490
Other assets (14,893) (29,743)(16,093) (29,124)
Accounts payable and accrued liabilities 42,532 206,168(56,973) 73,670
Advances from customers (32,580) 88,170(47,770) 64,971
Other current liabilities (29,585) (21,595)
--------- ---------
Total adjustments 491,855 517,102
--------- ---------(35,128) (30,700)
---------- ----------

TOTAL ADJUSTMENTS 790,107 802,928
---------- ----------

NET CASH PROVIDED BY OPERATING ACTIVITIES 192,361 5,016
--------- ---------395,843 93,906
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (131,645) (123,672)(178,577) (140,308)
Proceeds from sale of equipment 299,180 -
--------- ---------47,925
---------- ----------

NET CASH PROVIDED BY (USED IN) INVESTING
ACTIVITIES 167,535 (123,672)
--------- ---------120,603 (92,383)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments of note payable - Bank (30,000) (90,000)(45,000) (125,000)
Principal payments of capital lease obligations (131,450) (107,767)
Advance(156,448) (168,582)
Proceeds from shareownerdemand note - 225,000
--------- ---------100,000
Proceeds from sale of common stock warrants - 100,000
Proceeds from issuance of subordinated
convertible note - 125,000
---------- ----------
NET CASH (USED IN) PROVIDED BY FINANCING
ACTIVITIES (161,450) 27,233
--------- ---------(201,448) 31,418
---------- ----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 198,446 (91,423)314,998 32,941

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 37,981 119,718
--------- ------------------- ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $236,427 $28,295
--------- ---------
--------- ---------

See Notes to Consolidated Financial Statements.$ 352,979 $ 152,659
---------- ----------
---------- ----------

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

INRAD, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying unaudited interim consolidated financial statements of INRAD,
Inc. (the "Company") reflect all adjustments, which are of a normal recurring
nature, and disclosures which, in the opinion of management, are necessary for a
fair statement of results for the interim periods. It is suggested that these
consolidated financial statements be read in conjunction with the audited
consolidated financial statements as of December 31, 1995 and 1994 and for the
years then ended and notes thereto included in the Registrant's Annual Report on
Form 10-K, filed with the Securities and Exchange Commission.

INVENTORY VALUATION

Interim inventories as well as cost of goods sold are computed by using the
gross profit method of interim inventory valuation and applying an estimated
gross profit percentage based on the actual values for the preceding fiscal
year, unless the company believes that a different gross profit percentage may
more accurately reflect its current year's cost of goods sold and gross profit.

INCOME TAXES

The Company recognizes deferred tax assets and liabilities for the expected
future tax consequences of events that have been recognized in the Company's
financial statements or tax returns. Deferred tax assets and liabilities are
determined based on the difference between the financial statement carrying
amounts and the tax bases of assets and liabilities using enacted tax rates in
effect in the years in which the differences are expected to reverse.

NET INCOME (LOSS) PER SHARE

Net income (loss) per share is computed using the weighted average number of
common shares outstanding. The effect of common stock equivalents has been
excluded from the computation because their effect is antidilutive.

NOTE 2 - INVENTORIES AND COST OF GOODS SOLD

For the sixnine month period ended JuneSeptember 30, 1996, the Company used 79%78% as its
estimated cost of goods sold percentage. For the previous year, 1995, the
actual cost of goods sold percentage was 83.7%. The Company believes 79%78% better
approximates the expected 1996 annual cost of goods sold percentage based on
estimated profitability of actual sales through JuneSeptember 30, 1996 and the
anticipated annual level of product shipments and related costs.

For the sixnine month period ended JuneSeptember 30, 1995, the Company used 85.5% as
its estimated cost of goods sold percentage.

NOTE 3 - INCOME TAXES

Deferred tax assets (liabilities) comprise the following:

JuneSeptember 30, December 31,
1996 1995
---- ----
DEFERRED TAX ASSETS

Inventory capitalization adjustment $ 60,000 $ 60,000

Inventory reserves 10,000 10,000

Vacation liabilities 62,000 62,000

Other 20,00023,000 12,000

Loss carryforwards 2,383,0002,414,000 2,279,000
---------- ------------------- ---------

Gross deferred tax assets 2,535,0002,569,000 2,423,000
---------- ------------------- ---------
DEFERRED TAX LIABILITIES

Depreciation (234,000)(230,000) (242,000)
---------- ------------------- ---------

Gross deferred tax liabilities (234,000)(230,000) (242,000)
---------- ----------
2,301,000--------- ---------

2,339,000 2,181,000

Valuation allowance (2,301,000)(2,339,000) (2,181,000)
---------- ------------------- ---------

Net deferred tax assets $ 0 $ 0
---------- ----------
---------- ------------------- ---------
--------- ---------

NOTE 4 - DEBT

NOTE PAYABLE - SHAREOWNERSHAREHOLDER

By mutual informal agreement, the Company has deferred certain interest payments
to its principal shareowner.shareholder. During the sixnine month period ended JuneSeptember 30,
1996, the Company made twothree quarterly interest payments.payments representing nine
months of interest past due from 1995. Subject to adequate cash flow, the
Company may continue to make interest payments to its principal shareowner.shareholder.

Although by its terms the indebtedness to the shareownershareholder is due on December 31,
1996, it cannot be repaid until the Chemical Bank debt has been repaid in full.
The shareownershareholder loan has been classified as noncurrent in the accompanying
balance sheet because the shareownershareholder has agreed not to demand payment prior to
JuneSeptember 30, 1997.

UNSECURED DEMAND CONVERTIBLE NOTE

Although by its terms the Note is due on demand, it cannot be repaid until the
Chemical Bank debt has been repaid in full. The Demand Note has been classified
as noncurrent in the accompanying balance sheet because the Note holder has
agreed not to demand payment prior to JuneSeptember 30, 1997.

SECURED PROMISSORY NOTE

Although by its terms the Note is due on July 8, 1997, it cannot be repaid until
the Chemical Bank debt has been repaid in full. The Promissory Note has been
classified as noncurrent in the accompanying balance sheet because the Note
holder has agreed not to demand payment prior to September 30, 1997.

NOTE 5 - TREASURY STOCK

During the quarter ended March 31, 1996, the Company issued 2,700 shares of
Common Stock previously held in treasury. The difference between the cost of
the treasury shares and the proceeds received was charged to capital in excess
of par value.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the
Company's unaudited consolidated financial statements presented elsewhere
herein. The discussion of results should not be construed to imply any
conclusion that such results will necessarily continue in the future.

NET PRODUCT SALES

Net sales for the secondthird quarter of 1996 increased $360,000,$228,000, or 34%21%, from the
comparable quarter in 1995, and net sales for the sixnine months ended JuneSeptember
30, 1996 increased $526,000,$753,000, or 26%24%, from the comparable 1995 period.
International shipments in the first sixnine months of 1996 were $477,000 (19%$664,000 (17% of
total shipments) compared to $389,000 (19%$540,000 (17%) for the first sixnine months of 1995.
The(The shipments for the quarter and sixnine months ended JuneSeptember 30, 1996 were
higher than the comparable periods in 1995 because of a higher backlog and an
improved rate of orders which could be shipped on a short-term basis.) The
Company's sales and marketing program, implemented in 1996, has resulted in an
increased order rate in the sixnine months ended JuneSeptember 30, 1996.

The backlog of unfilled product orders was $2,000,000$2,004,000 at JuneSeptember 30, 1996,
compared with $1,470,000 at December 31, 1995 and $1,506,000$1,441,000 at JuneSeptember 30,
1995.

COST OF GOODS SOLD

For the sixnine month period ended JuneSeptember 30, 1995, the Company used 85.5% as
its estimated cost of goods sold percentage.

CONTRACT RESEARCH AND DEVELOPMENT

Contract research and development revenues for the secondthird quarter of 1996
decreased $180,000,$103,000, or 48%46%, from the comparable quarter in 1995, and revenues
for the sixnine months ended JuneSeptember 30, 1996 and 1995 were $328,000$451,000 and
$663,000,$889,000, respectively. Related contract research and development expenditures,
including allocated indirect costs, for the quarter ended JuneSeptember 30, 1996
were $194,000$124,000 compared to $367,000$222,000 for the comparable 1995 quarter; expenses for
the sixnine month period ended JuneSeptember 30, 1996 and 1995 were $327,000$451,000 and
$648,000,$870,000, respectively. Revenues decreased from 1995 to 1996 due to a lower
backlog of contracts. The
Company expects to continuecontracts, reflecting planned efforts to focus its future efforts on funded programs more
closely aligned with itson the Company's core business. This is likely to result in lower
bookings of funded research programs and lower contract revenues and expenses in
1996.

The Company's backlog of contract R&D was $162,000$37,000 at JuneSeptember 30, 1996,
compared with $413,000 at December 31, 1995 and $876,000$627,000 at JuneSeptember 30, 1995.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses increased $114,000,$32,000, or 49%13%, in the
secondthird quarter of 1996 and $150,000,$182,000, or 31%25%, for the sixnine months ended JuneSeptember
30, 1996 compared to the same period in 1995. The increase is due primarily to
higher selling expenses, including sales salaries, advertising, commissions on
higher international sales, and a lower allocation of general and administrative
overhead to contract research and development. Subject to availability of
resources, the Company expects to continue to increase certain selling costs in
1996, including additional sales staff and advertising.

INTERNAL RESEARCH AND DEVELOPMENT EXPENSES

Research and development expenses for the quarter ended JuneSeptember 30, 1996 were
$42,000$62,000 compared to $91,000$56,000 for the quarter ended JuneSeptember 30, 1995. Expenses
for the sixnine months ended JuneSeptember 30, 1996 were $68,000$130,000 compared to $191,000$248,000
for the comparable 1995 period. The Company is focusing its internal research
and development efforts in 1996 on sales
and marketing of existingto a few new products rather thanwith short development
of new products.
This emphasis on existing products resulted in lower R&D expenses in the first
six months of 1996, and is expected to continue in succeeding quarters in 1996.cycles.

INTEREST EXPENSE

Interest expense was $70,000 for the quarter ended JuneSeptember 30, 1996 compared
to $72,000$63,000 for the quarter ended JuneSeptember 30, 1995, and $145,000$215,000 and $148,000$211,000
for the sixnine months ended JuneSeptember 30, 1996 and 1995, respectively. The Company's total
borrowings were at similar levels at June 30, 1996 and 1995, which resulted in a
comparable amount of interest expense.

INFLATION

The Company's policy is to periodically review its pricing of standard products
to keep pace with current costs. As to special and long term contracts,
management endeavors to take potential inflation into account in pricing
decisions. The impact of inflation on the Company's business has not been
material to date.

LIQUIDITY AND CAPITAL RESOURCES

During the quarter ended March 31, 1996, the Company sold equipment, from which
the proceeds to the Company were approximately $299,000. The Company utilized a
portion of these proceeds to repay in full certain lease obligations. Repayment
of these lease obligations reduced the Company's monthly payment requirements by
approximately $7,000. Renegotiation of the payment terms of certain leases in
1995 and repayment of others in 1996 has resulted in a reduction of the total
monthly lease payments of approximately $19,000. Certain leases by their
original terms mature in 1996, which will further reduce the Company's cash
requirements. The Company's cash flow requirements will increase beginning in
1997 because (1) the monthly principal payment requirement to the bank increases
from $5,000 to $10,000, and (2) the Company must begin making cash interest
payments ($110,000 annually) on its Subordinated Convertible Notes issued in
1993. During the sixnine month period ended JuneSeptember 30, 1996, the Company made
twothree quarterly interest payments, representing nine months of interest past due
from 1995 to its principal shareowner.shareholder. Subject to adequate cash flow, the
Company may continue to make interest payments to its principal shareowner.shareholder.

Capital expenditures, including internal labor and overhead charges, for the
sixnine months ended JuneSeptember 30, 1996 and 1995 were $132,000$179,000 and $124,000,$140,000,
respectively. Until the Company is generating satisfactory amounts of cash flow
from its operations, it is expected that future capital expenditures will be
kept to a minimum. Management believes that in the short term, this limitation
will not have a material effect on operations.

During the sixnine month period ended JuneSeptember 30, 1996 and for each of the three
years in the period ended December 31, 1995, the Company has suffered recurring
losses from operations. Cash outflows during these periods have been funded on
the basis of borrowings from, and issuance of common stock and warrants to
shareowners,shareholders, including the principal shareowner,shareholder, as further described in the
Company's Annual Report on Form 10-K. Management expects that cash flow from
operations, in addition to cash generated from the assets sold during the first
quarter, will provide adequate liquidity for the Company's operations in 1996.
This will substantially depend, however, on the Company's ability to improve
operating results and thereby generate adequate cash flow from operations.
Because of the uncertainty relating to the Company's ability to improve
operating results and cash flows, there is substantial doubt about the Company's
ability to continue as a going concern.

PART II. OTHER INFORMATION

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On June 20, 1996, the Annual Meeting of Shareholders of INRAD, Inc. was held.
At the meeting, ballots for the election of five directors, each to serve for
the ensuing year and thereafter until his or her successor shall be duly elected
and qualified were cast as follows:

FOR AGAINST WITHHELD ABSTENTIONS
--- ------- -------- -----------

Warren Ruderman 1,589,403 2,900 516,968
Stanley A. Kitzinger 1,589,153 3,150 516,968
Aaron Dean 1,589,403 2,900 516,968
William B. Maxson 1,589,053 3,250 516,968
Donald Gately 1,589,053 3,250 516,968

Also at the meeting, ballots for the proposal to ratify and approve the proposal
to increase the maximum number of shares which may be awarded under the Key
Employee Compensation Program were cast as follows:

FOR: 1,391,682
AGAINST: 11,884
ABSTAIN: --
ABSTENTIONS: 705,705

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(A) Exhibits:

11. An exhibit showing the computation of per-share earnings is omitted
because the computation can be clearly determined from the material
contained in this Quarterly Report on Form 10-Q.

27. Financial Data Schedule.

(B) Reports on Form 8-K:

None.On August 29, 1996, the registrant filed a Form 8-K, Item 4, Change in
Certifying Accountant.

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.

INRAD, INC.Inc.

By: /s/ Warren Ruderman
-----------------------------------
WARREN RUDERMAN
PRESIDENT AND CHIEF EXECUTIVE OFFICER------------------------------------
Warren Ruderman
President and Chief Executive
Officer

By: /s/ Ronald Tassello
-----------------------------------
RONALD TASSELLO
VICE PRESIDENT, FINANCEJames L. Greco
------------------------------------
James L. Greco
Controller
(Chief Accounting
Officer)

Date: July 24,November 1, 1996