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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 10-Q

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

FOR THE QUARTER ENDED NOVEMBER 30, 1999

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

COMMISSION FILE NUMBER 0-22183

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MEADE INSTRUMENTS CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 95-2988062
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

6001 OAK CANYON, IRVINE, CA 92618
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(949) 451-1450

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

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 [ ]

Number of shares of common stock outstanding as of November 30, 1999 is
8,037,170

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2

MEADE INSTRUMENTS CORP.

TABLE OF CONTENTS

PAGE
------

PART I -- FINANCIAL INFORMATION

Consolidated Balance Sheets (Unaudited) -- November 30, 1999
and February 28, 1999..................................... 3
Consolidated Statements of Income (Unaudited) -- Three
Months and Nine Months Ended November 30, 1999 and 1998... 4
Consolidated Statements of Cash Flows (Unaudited) -- Nine
Months Ended November 30, 1999 and 1998................... 5
Notes to Consolidated Financial Statements (Unaudited)...... 6 - 8
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 9 - 12

PART II -- OTHER INFORMATION
Other Information........................................... 13
Signatures.................................................. 14
Exhibit Index............................................... 15

2
3

ITEM 1. FINANCIAL STATEMENTS

MEADE INSTRUMENTS CORP.

CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

ASSETS

NOVEMBER 30, FEBRUARY 28,
1999 1999
------------ ------------

Current assets:
Cash...................................................... $ 2,684,000 $ 1,283,000
Accounts receivable, less allowance for doubtful accounts
of $3,466,000 at November 30, 1999 and $2,243,000 at
February 28, 1999...................................... 30,873,000 10,864,000
Inventories............................................... 30,701,000 14,191,000
Deferred income taxes..................................... 5,730,000 3,928,000
Prepaid expenses and other current assets................. 431,000 256,000
----------- -----------
Total current assets.............................. 70,419,000 30,522,000
Other assets................................................ 4,462,000 274,000
Property and equipment, net of accumulated depreciation of
$2,930,000 at November 30, 1999 and $2,071,000 at February
28, 1999.................................................. 6,427,000 3,828,000
----------- -----------
$81,308,000 $34,624,000
=========== ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Bank line of credit....................................... $14,469,000 $ --
Accounts payable.......................................... 6,480,000 1,503,000
Accrued liabilities....................................... 8,828,000 5,386,000
Income taxes payable...................................... 5,632,000 1,991,000
Current portion long-term debt and capital lease
obligations............................................ 733,000 254,000
----------- -----------
Total current liabilities......................... 36,142,000 9,134,000
----------- -----------
Long-term debt.............................................. 4,750,000 --
Long-term capital lease obligations, net of current
portion................................................... 503,000 223,000
----------- -----------
Commitments and contingencies
Stockholders' equity:
Common stock, $0.01 par value, 20,000,000 shares
authorized; 8,037,170 and 7,875,500 shares issued and
outstanding at November 30, 1999 and February 28, 1999,
respectively........................................... 80,000 79,000
Additional paid-in capital................................ 24,888,000 21,803,000
Retained earnings......................................... 21,559,000 10,502,000
Cumulative currency translation adjustment................ (135,000) --
----------- -----------
46,392,000 32,384,000
Unearned ESOP shares...................................... (6,479,000) (7,117,000)
----------- -----------
Total stockholders' equity........................ 39,913,000 25,267,000
----------- -----------
$81,308,000 $34,624,000
=========== ===========

See accompanying notes to consolidated financial statements.
3
4

MEADE INSTRUMENTS CORP.

CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

THREE MONTHS ENDED NINE MONTHS ENDED
NOVEMBER 30, NOVEMBER 30,
-------------------------- ---------------------------
1999 1998 1999 1998
----------- ----------- ------------ -----------

Net sales............................ $63,725,000 $31,247,000 $104,960,000 $61,480,000
Cost of sales........................ 38,961,000 17,956,000 62,942,000 35,598,000
----------- ----------- ------------ -----------
Gross profit....................... 24,764,000 13,291,000 42,018,000 25,882,000
Selling expenses..................... 6,158,000 3,276,000 11,386,000 9,044,000
General and administrative
expenses........................... 3,980,000 2,697,000 9,552,000 6,680,000
Research and development expenses.... 370,000 253,000 910,000 726,000
----------- ----------- ------------ -----------
Operating income................... 14,256,000 7,065,000 20,170,000 9,432,000
Interest expense..................... 559,000 230,000 680,000 414,000
----------- ----------- ------------ -----------
Income before income taxes......... 13,697,000 6,835,000 19,490,000 9,018,000
Provision for income taxes........... 6,001,000 2,939,000 8,434,000 3,878,000
----------- ----------- ------------ -----------
Net income........................... $ 7,696,000 $ 3,896,000 $ 11,056,000 $ 5,140,000
=========== =========== ============ ===========
Basic earnings per share............. $ 1.08 $ 0.57 $ 1.58 $ 0.75
=========== =========== ============ ===========
Diluted earnings per share........... $ 1.01 $ 0.56 $ 1.49 $ 0.74
=========== =========== ============ ===========
Weighted average number of shares
outstanding -- basic............... 7,125,000 6,878,000 7,008,000 6,824,000
=========== =========== ============ ===========
Weighted average number of shares
outstanding -- diluted............. 7,643,000 7,000,000 7,408,000 6,982,000
=========== =========== ============ ===========

See accompanying notes to consolidated financial statements.
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MEADE INSTRUMENTS CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

NINE MONTHS ENDED
NOVEMBER 30,
----------------------------
1999 1998
------------ ------------

Cash flows from operating activities:
Net income................................................ $ 11,056,000 $ 5,140,000
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization.......................... 902,000 628,000
ESOP contribution...................................... 1,383,000 900,000
Allowance for doubtful accounts........................ 1,123,000 --
Increase in accounts receivable...................... (19,284,000) (13,361,000)
Increase in inventories.............................. (7,105,000) (3,535,000)
Increase in deferred income taxes.................... (1,802,000) (867,000)
Decrease (increase) in prepaid expenses and other
assets............................................ (67,000) 24,000
Increase in accounts payable......................... 3,046,000 870,000
Increase in accrued liabilities...................... 2,316,000 3,492,000
Increase in income taxes payable..................... 4,091,000 1,334,000
------------ ------------
Net cash used in operating activities............. (4,341,000) (5,375,000)
------------ ------------
Cash flows from investing activities:
Capital expenditures...................................... (1,105,000) (2,520,000)
Acquisition of Bresser Optik, net of cash acquired........ (4,968,000) --
Sale of equipment......................................... -- 1,323,000
------------ ------------
Net cash used in investing activities............. (6,073,000) (1,197,000)
------------ ------------
Cash flows from financing activities:
Net borrowings under bank line of credit.................. 6,674,000 6,872,000
Proceeds from long-term loan.............................. 5,000,000 --
Exercise of stock options................................. 410,000 46,000
Payments under capital lease obligations.................. (262,000) (160,000)
------------ ------------
Net cash provided by financing activities......... 11,822,000 6,758,000
------------ ------------
Effect of exchange rate changes on cash..................... (7,000) --
------------ ------------
Net increase in cash........................................ 1,401,000 186,000
Cash at beginning of period................................. 1,283,000 1,649,000
------------ ------------
Cash at end of period....................................... $ 2,684,000 $ 1,835,000
============ ============

See accompanying notes to consolidated financial statements.
5
6

MEADE INSTRUMENTS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

A. THE CONSOLIDATED FINANCIAL STATEMENTS HAVE BEEN PREPARED BY THE COMPANY AND
ARE UNAUDITED.

In management's opinion, the information and amounts furnished in this
report reflect all adjustments (consisting of normal recurring adjustments)
considered necessary for the fair presentation of the financial position and
results of operations for the interim periods presented. These financial
statements should be read in conjunction with the Company's Annual Report on
Form 10-K for the fiscal year ended February 28, 1999.

The Company has experienced, and expects to continue to experience,
substantial fluctuations in its sales, gross margins and profitability from
quarter to quarter. Factors that influence these fluctuations include the volume
and timing of orders received, changes in the mix of products sold, market
acceptance of the Company's products, competitive pricing pressures, the
Company's ability to meet increasing demand and delivery schedules and the
timing and extent of research and development expenses, marketing expenses and
product development expenses. In addition, a substantial portion of the
Company's net sales and operating income typically occur in the third quarter of
the Company's fiscal year primarily due to disproportionately higher customer
demand for less-expensive telescopes during the Christmas holiday season. The
results of operations for the quarter and nine months ended November 30, 1999
and 1998, respectively, are not necessarily indicative of the operating results
for the entire fiscal year.

B. THE COMPOSITION OF INVENTORIES IS AS FOLLOWS:

NOVEMBER 30, FEBRUARY 28,
1999 1999
------------ ------------

Raw materials..................................... $ 4,500,000 $ 3,417,000
Work-in-process................................... 3,985,000 1,514,000
Finished goods.................................... 22,216,000 9,260,000
----------- -----------
$30,701,000 $14,191,000
=========== ===========

C. COMMITMENTS AND CONTINGENCIES

On April 2, 1998 a complaint was filed against the Company alleging
infringement of a U.S. patent by the Company. On April 29, 1999, the Company
filed a motion requesting summary judgment that the Company has not infringed
the patent and a motion requesting summary judgment that the patent is invalid.
On June 30, 1999, the court granted the motion for summary judgment of
non-infringement. On July 2, 1999, the court entered a judgment determining that
the Company has not infringed the patent. On July 27, 1999 the opposing party
filed a Notice of Appeal with respect to the summary judgment motion. The
Company intends to vigorously defend the judgment before the appellate court.
The ultimate liability of the Company under this action is not presently
determinable. After discussion with counsel, and in light of the summary
judgment, it is the opinion of management that such liability is not expected to
have a material effect on the Company's financial position or results of
operations.

D. CREDIT REFINANCING

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7
MEADE INSTRUMENTS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

subsidiaries and are secured by substantially all of the assets of the Company
and its domestic subsidiaries. The Loan Agreement contains certain financial
covenants and customary affirmative and negative covenants and events of
default. In connection with the acquisition of Bresser Optik (see Note E.), the
Company borrowed $5 million under the Term Loan on August 31, 1999.

E. ACQUISITION OF BRESSER

On September 1, 1999 the Company acquired 100% of the stock and equity
interests in Bresser Optik GmbH & Co. KG, and Bresser Optik Geschaftsfuhrung und
Verwaltungs GmbH (collectively "Bresser"), for $5 million in cash and 100,915
shares of the Company's common stock valued at approximately $2.3 million.
Bresser is a German distributor of binoculars, telescopes, microscopes and other
consumer optical products. To fund the cash portion of the purchase price the
Company borrowed $5 million under the Term Loan on August 31, 1999. The
acquisition of Bresser was accounted for using the purchase method of
accounting. The purchase price allocation was based upon appraisals, evaluations
and other studies of fair value of the assets acquired. The excess of the
purchase price over the fair value of net assets acquired is included in other
assets at November 30, 1999 and is being amortized on a straight-line basis over
15 years based upon the nature of the business and products acquired.

The following table presents unaudited consolidated pro forma financial
information for the nine months ended November 30, 1999, as though the
acquisition occurred on March 1, 1998.

NINE MONTHS ENDED
NOVEMBER 30,
---------------------------
1999 1998
------------ -----------
(UNAUDITED)

Net sales........................................ $111,175,000 $85,045,000
Operating income................................. $ 20,303,000 $11,523,000
Net income....................................... $ 10,885,000 $ 5,612,000
Earnings per share
Basic.......................................... $ 1.53 $ 0.81
Diluted........................................ $ 1.45 $ 0.79

The unaudited pro forma financial information is presented for information
purposes only and is not necessarily indicative of the operating results that
would have occurred had the acquisitions taken place on March 1, 1998. In
addition, the pro forma results are not intended to be a projection of the
future results and do not reflect any synergies that might be achieved from the
combined operations.

A summary of the purchase price allocation of the acquisition is as
follows:

Current assets (excluding cash of $32,000)............. $ 11,934,000
Property, plant and equipment.......................... 1,782,000
Goodwill............................................... 4,374,000
Current liabilities.................................... (10,744,000)
------------
Total purchase price......................... $ 7,346,000
============

F. COMPREHENSIVE INCOME

Statement of Financial Accounting Standards No. 130 ("SFAS 130"), Reporting
Comprehensive Income establishes standards for reporting and displaying of
comprehensive income and its components in the Company's consolidated financial
statements. Comprehensive income is defined in SFAS 130 as the change in equity
(net assets) of a business enterprise during a period from transactions and
other events and

7
8
MEADE INSTRUMENTS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

circumstances from nonowner sources. Total comprehensive income was $7,561,000
and $10,921,000 for the three and nine months ended November 30, 1999,
respectively and $3,896,000 and $5,140,000 for the three and nine months ended
November 30, 1998, respectively. The difference from net income as reported is
the change in the cumulative currency translation adjustment.

8
9

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

RESULTS OF OPERATIONS

The nature of the Company's business is seasonal. Historically, sales in
the third quarter have been higher than sales achieved in the other three fiscal
quarters of the year. Thus, expenses and, to a greater extent, operating income
vary by quarter. Caution, therefore, is advised when appraising results for a
period shorter than a full year, or when comparing any period other than to the
same period of the previous year.

Three Months Ended November 30, 1999 Compared to Three Months Ended November
30, 1998

Net sales for the third quarter of fiscal 2000 were $63.7 million compared
to $31.2 million for the third quarter of fiscal 1999, an increase of 104.0%.
This increase was principally due to increases in sales of less-expensive
telescope lines including those manufactured domestically and those manufactured
in Taiwan and continuing strong sales of telescope accessories. Approximately
$11.0 million of the increase in third-quarter sales was attributable to the
Bresser acquisition.

Gross profit increased from $13.3 million (42.5% of net sales) for the
third quarter of fiscal 1999 to $24.8 million (38.9% of net sales) for the third
quarter of fiscal 2000, an increase of 86.3%. While gross margins for the
Company's core business experienced little change from recent quarters, overall
gross margin declined due to the acquisition of Bresser. As a distributor only
of optical products, Bresser is subject to gross margins that are typically
lower than the margins the Company, as a manufacturer and distributor, has
experienced in the past.

Selling expenses increased from $3.3 million (10.5% of net sales) for the
third quarter of fiscal 1999 to $6.2 million (9.7% of net sales) for the third
quarter of fiscal 2000, an increase of 88.0%. This increase principally reflects
higher freight costs, higher commissions and higher advertising, all of which
increased to support the growth in net sales. Also contributing to the increase
over the prior year period was approximately $400,000 of selling expenses at
Bresser.

General and administrative expenses increased from $2.7 million (8.6% of
net sales) for the third quarter of fiscal 1999 to approximately $4.0 million
(6.2% of net sales) for the third quarter of fiscal 2000, an increase of 47.5%.
This increase was generally due to increases in personnel and benefit related
costs and cost associated with the acquisition of Bresser. Also contributing to
the increase over the prior year period was approximately $300,000 of general
and administrative expenses at Bresser.

Research and development expenses increased from $253,000 (0.8% of net
sales) for the third quarter of fiscal 1999 to $370,000 (0.6% of net sales) for
the third quarter of fiscal 2000, an increase of 46.2%. This increase was
principally due to higher engineering personnel related costs and outside
consulting costs.

Interest expense increased from $230,000 for the third quarter of fiscal
1999 to $559,000 for the third quarter of fiscal 2000, an increase of 143.0%.
This increase was principally due to interest expense on the $5.0 million Term
Loan and interest expense at Bresser for the period.

Nine Months Ended November 30, 1999 Compared to Nine Months Ended November 30,
1998

Net sales for the nine months ended November 30, 1999 were $105.0 million
compared to $61.5 million for the comparable prior year period, an increase of
70.7%. This increase was principally due to increases in sales of less-expensive
telescope lines including those manufactured domestically and those manufactured
in Taiwan and continuing strong sales of telescope accessories. Approximately
$11.0 million of the increase in net sales was attributable to the Bresser
acquisition.

Gross profit increased from $25.9 million (42.1% of net sales) for the nine
months ended November 30, 1998 to $42.0 million (40.0% of net sales) for the
comparable current year period, an increase of 62.3%. While gross margins for
the Company's core business experienced little change from recent quarters,
overall gross margin declined due to the acquisition of Bresser. As a
distributor only of optical products, Bresser is subject to gross margins that
are typically lower than the margins the Company, as a manufacturer and
distributor, has experienced in the past.

9
10

Selling expenses increased from $9.0 million (14.7% of net sales) for the
nine months ended November 30, 1998 to $11.4 million (10.8% of net sales) for
the comparable current year period, an increase of 25.9%. The year over year
change includes a reduction of approximately $1.2 million in advertising and
other marketing expenses during the nine months ended November 30, 1999 against
the comparable prior year period. This reduction was more than offset by
increases in allowances for doubtful accounts, increased freight costs and
higher commissions. Also contributing to the increase over the prior year period
was approximately $400,000 of selling expenses at Bresser.

General and administrative expenses increased from $6.7 million (10.9% of
net sales) for the nine months ended November 30, 1998 to $9.6 million (9.1% of
net sales) for the comparable current year period, an increase of 43.0%. This
increase was generally due to increases in personnel and benefit related costs.
Also contributing to the increase over the prior year period was approximately
$300,000 of general and administrative expenses at Bresser.

Research and development expenses increased from $726,000 (1.2% of net
sales) for the nine months ended November 30, 1998 to $910,000 (0.9% of net
sales) for the comparable current year period, an increase of 25.3%. This
increase was principally due to increased engineering personnel related costs.

Interest expense increased from $414,000 for the nine months ended November
30, 1998 to $680,000 for the comparable current year period, an increase of
64.2%. This increase was principally due to interest expense on the $5.0 million
Term Loan and interest expense at Bresser for the period.

LIQUIDITY AND CAPITAL RESOURCES

For the nine months ended November 30, 1999, the Company funded its
operations with internally generated cash flow and borrowings on its bank line
of credit. Internally generated cash flow from net income and increases in
accounts payable, accrued liabilities and income taxes payable were more than
offset by increases in inventories and accounts receivable. The increase in
accounts receivable (up $20.0 million from February 28, 1999 to November 30,
1999) resulted from strong sales for the third quarter of fiscal year 2000.
Inventories increased (up $16.5 million from February 28, 1999 to November 30,
1999) to support higher fiscal 2000 sales. Also contributing to the increase in
inventories was $5.5 million attributable to Bresser. Net working capital
(current assets less current liabilities) totaled approximately $34.3 million at
November 30, 1999, up significantly from $21.4 million at February 28, 1999.
Working capital requirements fluctuate during the year due to the seasonal
nature of the business. These requirements are typically financed through a
combination of internally generated cash flow from operating activities and
short-term bank borrowings.

On August 31, 1999 the Company entered into a new loan agreement (the "Loan
Agreement") with a bank, replacing its existing credit facilities. The Loan
Agreement provides the Company with an aggregate $40 million credit facility
consisting of a five year $35 million revolving credit facility (the "Revolving
Loan") and a five year $5 million term loan (the "Term Loan). The Term Loan is
subject to quarterly amortization payments of $250,000 beginning September 30,
2000. The Term Loan is also subject to mandatory prepayments upon the happening
of certain events. Amounts outstanding under the Revolving Loan and Term Loan
bear interest, at the Company's option, at a base rate or eurodollar rate plus
an applicable margin. The Company's obligations under the Loan Agreement are
guarantied by each of the Company's domestic subsidiaries and are secured by
substantially all of the assets of the Company and its domestic subsidiaries.
The Loan Agreement contains certain financial covenants and customary
affirmative and negative covenants and events of default. In connection with the
acquisition of Bresser (See Note E. (Acquisition of Bresser) to the Company's
Consolidated Financial Statements), the Company borrowed $5 million under the
Term Loan on August 31, 1999.

Capital expenditures, including financed purchases of equipment, aggregated
$1.7 million and $2.5 million for the nine months ended November 30, 1999 an
1998, respectively. The Company had no material capital expenditure commitments
at November 30, 1999.

10
11

The Company believes that internally generated cash flow and borrowing
ability will be sufficient to meet its operating, working capital and capital
expenditure requirements through the next twelve months. In the event the
Company's plans require more capital than is presently anticipated, the
Company's remaining cash balances may be consumed and additional sources of
liquidity, such as debt or equity financings, may be required to meet its
capital needs. There can be no assurance that additional capital beyond the
amounts the Company currently requires will be available on reasonable terms, if
at all.

FORWARD-LOOKING INFORMATION

The preceding "Management's Discussion and Analysis of Financial Conditions
and Results of Operations" section contains various "forward looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities and Exchange Act of 1934, as amended, which
represent the Company's reasonable judgment concerning the future and are
subject to risks and uncertainties that could cause the Company's actual
operating results and financial position to differ materially, including the
following: the Company's ability to expand the markets for telescopes,
binoculars and other optical products as a result of its increased advertising
and marketing efforts; the Company's ability to continue to develop and bring to
market new and innovative products; the Company's ability to integrate and
develop its wholly-owned manufacturing facility in Mexico in combination with
its existing manufacturing capabilities; the Company expanding its distribution
network; the Company's ability to integrate and further develop the business of
Bresser in combination with the Company's existing business; the Company
experiencing fluctuations in its sales, gross margins and profitability from
quarter to quarter consistent with prior periods; and the Company's expectation
that it will have sufficient funds to meet any working capital requirements
during the foreseeable future with internally generated cash flow and borrowing
ability.

In addition to other information in this report, the Company cautions that
certain factors, including, without limitation, the following, should be
considered carefully in evaluating the Company and its business and that such
factors may cause the Company's actual operating results to differ materially
from those set forth in the forward looking statements described above or to
otherwise be adversely affected: any significant decline in general economic
conditions or uncertainties affecting consumer spending; any general decline in
demand for the Company's products; any inability to continue to design and
manufacture products that will achieve and maintain commercial success; any
failure of the Company to penetrate the binocular market and achieve meaningful
sales; any unexpected termination or interruption of the Company's manufacturing
arrangements, both internally and at the Taiwanese Factory; greater than
anticipated competition; any loss of, or the failure to replace, any significant
portion of the sales made to any significant customer of the Company; the
inherent risks associated with international sales, including variations in
local economies, fluctuating exchange rates (including conversion to Euros),
increased difficulty of inventory management, greater difficulty in accounts
receivable collections, costs and risks associated with localizing products for
foreign countries, changes in tariffs and other trade barriers, adverse foreign
tax consequences, cultural differences affecting product demand and customer
service and burdens of complying with a variety of foreign laws; and the
inherent risks associated with products manufactured or assembled outside of the
United States, including, among other things, imposition of quotas or trade
sanctions, fluctuating exchange rates, shipment delays or political instability
and any material effect on the Company's business and operations by the advent
of the Year 2000.

YEAR 2000 COMPLIANCE

To date, the Company has not experienced any material Year 2000 problems
with its enterprise information system software, or its internal software
applications, products, machinery, equipment or operating systems. The third
parties with whom the Company has material relationships have not, to date,
reported to the Company any material Year 2000 problems. The Company will
continue to monitor the Year 2000 compliance of its enterprise information and
other computer systems. Latent Year 2000 related issues may arise as the
computer systems are more fully utilized. Accordingly, there can be no assurance
that the Company will not in the future experience any Year 2000 problems.

11
12

The Company's total incremental costs of addressing Year 2000 issues are
estimated to be approximately $150,000, of which approximately $60,000 has been
incurred through the third quarter of fiscal year 2000. These costs are being
funded through cash flow from operations. Monitoring costs past January 1, 2000
are not expected to be material.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

12
13

PART II -- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Part II, Item 1 of the Company's Form 10-Q for the quarter ended August 31,
1999 is hereby incorporated by reference.

ITEM 2. CHANGES IN SECURITIES

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

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

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

6(a) Exhibits filed with this Form 10-Q

Exhibit No. 3.1 Amended and Restated Bylaws of Meade Instruments Corp., a
Delaware Corporation.

Exhibit No. 27 Financial Data Schedule for the six months ended August 31,
1999.

6(b) Reports on Form 8-K

The Company filed the following Reports with the SEC on the following
dates:

1. Form 8-K, filed on September 15, 1999, covering the acquisition of
Bresser and excluding the related financial information.

2. Form 8-K/A, filed on November 15, 1999, covering the acquisition of
Bresser and including (i) the audited financial statements of Bresser
at December 31, 1998 and for the three years then ended, (ii) the
unaudited financial statements of Bresser at June 30, 1999 and for
the six months ended June 30, 1999 and 1998, and (iii) the unaudited
pro forma consolidated condensed financial statements of the Company
for the twelve months ended February 28, 1999 and for the six months
ended August 31, 1999 reflecting the acquisition of Bresser.

3. Form 8-K/A, filed on December 1, 1999, covering the acquisition of
Bresser and including (i) the audited financial statements of Bresser
at December 31, 1998 and for the three years then ended, (ii) the
unaudited financial statements of Bresser at June 30, 1999 and for
the six months ended June 30, 1999 and 1998, and (iii) the unaudited
pro forma consolidated condensed financial statements of the Company
for the twelve months ended February 28, 1999 and for the six months
ended August 31, 1999 reflecting the acquisition of Bresser.

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14

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

MEADE INSTRUMENTS CORP.

By: /s/ JOHN C. DIEBEL
------------------------------------
John C. Diebel
Chairman of the Board and
Chief Executive Officer

Dated: January 14, 2000

Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ JOHN C. DIEBEL Chairman of the Board and January 14, 2000
- ----------------------------------------------------- Chief Executive
John C. Diebel Officer(Principal Executive
Officer)

/s/ STEVEN G. MURDOCK Director, President, Chief January 14, 2000
- ----------------------------------------------------- Operating Officer and
Steven G. Murdock Secretary

/s/ BRENT W. CHRISTENSEN Vice President, Finance and January 14, 2000
- ----------------------------------------------------- Chief Financial Officer
Brent W. Christensen (Principal Financial and
Accounting Officer)

/s/ JOSEPH A. GORDON, JR. Director and Senior Vice January 14, 2000
- ----------------------------------------------------- President of North American
Joseph A. Gordon, Jr. Sales

Director
- -----------------------------------------------------
Timothy C. McQuay

Director
- -----------------------------------------------------
Harry L. Casari

14
15

EXHIBIT INDEX

EXHIBIT
NO. DESCRIPTION
- ------- -----------

3.1 Amended and Restated Bylaws of Meade Instruments Corp., a
Delaware Corporation.
27 Financial Data Schedule for the nine months ended November
30, 1999