Tylan General, Inc.
Consolidated Financial Statements
Years ended October 31, 1994, 1995 and 1996




                              
               Report of Independent Auditors

Board of Directors and Stockholders
Tylan General, Inc.

We  have audited the accompanying consolidated balance sheet
of  Tylan  General,  Inc. as of October 31,  1996,  and  the
related  consolidated  statements of  income,  stockholders'
equity  and  cash  flows  for the year  then  ended.   These
financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion  on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted
auditing  standards.  Those standards require that  we  plan
and  perform the audit to obtain reasonable assurance  about
whether  the  financial  statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis,
evidence  supporting  the amounts  and  disclosures  in  the
financial  statements. An audit also includes assessing  the
accounting principles used and significant estimates made by
management,  as  well  as evaluating the  overall  financial
statement presentation.  We believe that our audit  provides
a reasonable basis for our opinion.

In  our opinion, the financial statements referred  to above
present  fairly, in all material respects, the  consolidated
financial  position of Tylan General, Inc.  at  October  31,
1996,  and the consolidated results of their operations  and
their cash flows for the year then ended in conformity  with
generally accepted accounting principles.

The  financial  statements of Tylan General,  Inc.  for  the
years  ending  October  31, 1994 and 1995,  prior  to  their
restatement  for the 1996 pooling of interests as  described
in Note 1, were audited by other auditors whose report dated
December 13, 1995 expressed an unqualified opinion on  those
statements.   We  audited the October 31, 1995  consolidated
balance  sheet  of  Span Instruments,  Inc.  and  Subsidiary
("Span"),   and  the  consolidated  statements  of   income,
stockholders'  equity and cash flows of Span  for  the  year
ended  August  31, 1995.  The contribution of  Span  to  the
total  assets  and  revenues  of  the  recast  pooled   1995
consolidated financial statements represented 33% and 36% of
the respective totals.  The financial statements of Span for
the  year  ended  August  31, 1994  were  audited  by  other
auditors  whose report dated November 24, 1994 expressed  an
unqualified opinion on those statements.

We  have  audited, as to combination only, the  accompanying
consolidated  balance sheet as of October 31, 1995  and  the
consolidated statements of income, stockholders' equity  and
cash  flows  of  Tylan  General, Inc. for  the  years  ended
October  31, 1994 and 1995.  As described in Note  1,  these
financial   statements   have   been   combined   from   the
consolidated statements of Tylan General, Inc. for the years
ended October 31, 1994 and 1995 and Span for the years ended
August  31, 1994 and 1995.  In our opinion, the accompanying
consolidated  financial statements for 1994  and  1995  have
been properly combined on the basis described in Note 1.

                              

December 13, 1996