Exhibit A

                              CHARTER OF THE AUDIT
                     COMMITTEE OF THE BOARD OF DIRECTORS OF
                         VALLEY FORGE SCIENTIFIC CORP.
                                   June 2000

I.COMPOSITION

     There shall be a committee of the board of directors (the "Board") of
Valley Forge Scientific Corp. (the "Company") to be known as the audit
committee which, no later than June 14, 2001, shall have at least three (3)
members, comprised solely of independent directors, as such term is defined in
Rule 4200(a)(15) of the National Association of Securities Dealers' ("NASD")
listing standards, subject to the exception in Rule 4310(c)(26)(B)(ii) of the
NASD listing standards.

     Each member of the audit committee shall be able to read and understand
fundamental financial statements, including the Company's balance sheet,
income statement and cash flow statement or will become able to do so within a
reasonable period of time after his or her appointment to the audit
committee.  In addition, at least one member of the audit committee shall have
past employment experience in finance or accounting, requisite professional
certification in accounting or any other comparable experience or background
which results in the individual's financial sophistication, including being or
having been a chief executive officer, chief financial officer or other senior
officer with financial oversight responsibilities.

     The Board shall elect or appoint a chair of the audit committee who will
have authority to act on behalf of the audit committee between meetings.  The
audit committee will endeavor to meet on a quarterly basis.

II RESPONSIBILITIES

          Independent Accountants

(1)Ensure its receipt from the outside auditor of a formal written statement,
delineating all relationships between the outside auditor and the Company
consistent with the Independent Standards Board Standard No. 1.

(2)Actively engage in a dialogue with the outside auditor with respect to any
disclosed relationships or services that may impact the objectivity and
independence of the outside auditor and be responsible for taking, or
recommending that the board of directors take, appropriate action to oversee
the independence of the outside auditor.

(3)In viewing of the outside auditors's ultimate accountability to the Board
and the audit committee, as representatives of the shareholders, the audit
committee, acting together with the Board, has the ultimate authority and
responsibility to select, evaluate, and, where appropriate, replace the
outside auditor (or nominate an outside auditor for shareholder approval in
any proxy statement).

          Financial Reporting Process

(4)Review with the outside auditor, the Company's internal auditor (if any),
and financial and accounting personnel, the adequacy and effectiveness of the
accounting and financial controls of the Company, and elicit any
recommendations for the improvement of such internal control procedures or
particular areas where new or more detailed controls or procedures are
desirable.

(5)Consider, in consultation with the outside auditor and management of the
Company, the audit scope and procedures.

(6)Review the financial statements contained in the annual report to
shareholders with management and the outside auditor to determine that the
outside auditor is satisfied with the disclosure and content of the financial
statements to be presented to the shareholders.

(7)Meet with the internal auditor (if any), outside auditor or the management
privately to discuss any matters that the audit committee, the internal
auditor (if any), the outside auditor or the management believe should be
discussed privately with the audit committee.

          General

(8)Review and reassess the adequacy of the audit committee's charter annually.

(9)Make such other recommendations to the Board on such matters, within the
scope of its functions, as may come to its attention and which in its
discretion warrant consideration by the Board.

III. LIMITATIONS
     The audit committee is responsible for the duties set forth in this
charter but is not responsible for either the preparation of the financial
statements or the auditing of the financial statements. Management has the
responsibility for preparing the financial statements and implementing
internal controls and the independent accountants have the responsibility for
auditing the financial statements and monitoring the effectiveness of the
internal controls.  The review of the financial statements by the audit
committee is not of the same quality as the audit performed by the independent
accounts.  In carrying out its responsibilities, the audit committee believes
its policies  and procedures should remain flexible in order to best react to
a changing environment.