FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED APRIL 30, 1998
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: 0-3947
HACH COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 42-0704420
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

5600 Lindbergh Drive, Loveland, CO 80538
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(970) 669-3050
(REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE)

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the Act:
COMMON STOCK, $1.00 PAR VALUE
(TITLE OF CLASS)
CLASS A COMMON STOCK, $1.00 PAR VALUE
(TITLE OF CLASS)

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 ____

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. _____

As of July 10, 1998, 8,963,059 shares of Common Stock and
8,542,581 shares of Class A Common Stock were outstanding. The aggregate
value of 2,689,861 shares of Common Stock and 2,735,410 shares of Class A
Common Stock held by non-affiliates (based upon the last sales prices of
$11.25 and $10.25 on July 10, 1998, for the Registrant's Common Stock and
Class A Common Stock, respectively, as listed in the WALL STREET JOURNAL in
the NASDAQ National Market System section on July 10, 1998) was approximately
$58,000,000.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Hach Company Annual Report to Stockholders for
the year ended April 30, 1998 (the "1998 Annual Report") are incorporated by
reference into Parts I, II and IV.

Portions of the Hach Company Proxy Statement for the Annual
Meeting of Stockholders scheduled to be held September 15, 1998 (the "1998
Proxy Statement") are incorporated by reference into Part III.

NOTE ON FORWARD-LOOKING INFORMATION

Certain statements contained in this Form 10-K constitute
"forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. The Company intends that such forward-looking statements be subject to
the safe harbors created thereby. Statements containing the words and phrases
"looking ahead," "projected," "we are confident," "should be," "will be,"
"predicted," "believe," "plans," "expect," "estimated" and "anticipate" and
similar expressions identify forward-looking statements. These
forward-looking statements reflect the Company's current views with respect
to future events and financial performance, but are subject to many
uncertainties and factors relating to the Company's operations and business
environment which could change at any time and which may cause the actual
results of the Company to be materially different from any future results
expressed or implied by such forward-looking statements. There are inherent
difficulties in predicting important factors. Potential risks and
uncertainties include, but are not limited to, changes in customer demand and
requirements, delays in introducing new products, foreign exchange rates, the
level of government funding, especially municipalities funding for
water-related products, changes in federal income tax laws and regulations,
competition, unanticipated expenses and delays in the integration of any
newly-acquired business, unanticipated expenses relating to plant
construction and expansion, the timing and scope of technological advances,
the ability to attract and retain skilled technical, marketing and management
personnel, ability to successfully implement its strategies and the soundness
of those strategies, conditions in the U.S. economy in general and world wide
economic and business conditions. The mix of products sold in a quarter is a
result of a combination of factors, including, but not limited to, changes in
customer demands and/or requirements, new product announcements, price
changes, changes in delivery dates, and price competition from other
suppliers. The Company undertakes no obligation to publicly update or revise
any forward-looking statements whether as a result of new information, future
events or otherwise.

PART I

ITEM 1. BUSINESS

The Registrant was incorporated in Iowa in 1951 and
reincorporated in Delaware on April 3, 1968.

Additional information required by this item appears under the
heading "Description of Business" on pages 14 and 15 of the 1998 Annual
Report and as Note 9 of the Notes to Consolidated Financial Statements,
"Segment Information," on pages 27 and 28 of the 1998 Annual Report.

The Company operates primarily in an industry that encompasses
laboratory instruments, process analyzers and test kits which analyze the
chemical content and other properties of water and other aqueous solutions.
This industry encompasses the chemicals manufactured and sold by the Company,
most of which are used with the instruments and test kits manufactured by the
Company.

On April 30, 1998, in exchange for approximately $16 million
in cash and the Company's Common Stocks, the Company acquired Environmental
Test Systems, Inc., which is engaged in the business of developing and
manufacturing chemical test strips for measuring water quality for consumer
and industrial applications.

Sales for the Company's European subsidiary are made to
European dealers and to customers in the Middle East and Mediterranean Africa
in Belgium francs and U.S. dollars, respectively. Payments from the European
subsidiary to the U.S. parent are made in U.S. dollars and are subject to the
exchange rate in effect at the time of payment. Export transactions made to
all other parts of the world by the international staff based in Loveland,
Colorado, are conducted primarily in U.S. dollars.

The amount of sales made into the international marketplace is
influenced to some degree by the strength of the U.S. dollar against other
currencies. Other conditions which to some extent affect the sales of the
Company's products in international markets include restrictive tariff and
trade policies imposed by foreign countries, and domestic and foreign tax and
economic policies.

ITEM 2. PROPERTIES

The principal physical properties of the Registrant are as
follows:

The Registrant owns a 150,000 square foot steel frame,
concrete building situated on 50 acres adjacent to the Loveland, Colorado
airport at 5600 Lindbergh Drive in Loveland, Colorado.

This building contains the Registrant's executive and administrative offices
and its research, development, engineering and instrument manufacturing
operations. A 66,000 square foot building is under construction at the
Loveland site and is scheduled for completion in September 1998. This
building will house part of the Company's instrument manufacturing operations.

The Registrant also owns a 169,000 square foot building
complex situated on 45 acres at 100 Dayton Avenue in Ames, Iowa. These
facilities contain chemical manufacturing operations, a chemical research
laboratory, the home office service function and the shipping department and
warehouse for all of the products manufactured and sold by the Registrant.

The Registrant also owns two buildings totaling 45,000 square
feet located in Loveland, Colorado. These buildings contain the Registrant's
plastic component manufacturing operation, part of the Registrant's component
assembly operation and an employee training center.

The Registrant's wholly-owned subsidiary, Hach Europe, S.A.,
owns a distribution and manufacturing plant containing approximately 44,000
square feet in Namur, Belgium.

The Registrant's wholly-owned subsidiary, Environmental Test
Systems, Inc. ("ETS") owns a facility in Elkhart, Indiana. The Elkhart
Facility is a two-story Varco-Pruden pre-engineered metal building that
currently comprises 40,000 square feet, with 35,000 square feet of first
floor manufacturing, office and warehouse space and 5,000 square feet of
second floor office space. The land at the Elkhart Facility will support
expansion of an additional 20,000 square feet.

All of the Registrant's principal physical properties are
modern and were designed and constructed to the Registrant's specifications
specifically for use in its business.

ITEM 3. LEGAL PROCEEDINGS

None

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

No matters were submitted during the fourth quarter of the
fiscal year covered by this report to a vote of security holders, through the
solicitation of proxies or otherwise.

EXECUTIVE OFFICERS OF REGISTRANT

Name Age Title

Kathryn Hach-Darrow 75 Chairman of the Board, Chief Executive
Officer, Chairman of the Executive Committee
and Director

Bruce J. Hach 52 President and Chief Operating Officer and
Director

Robert O. Case 76 Secretary and General Counsel

Gary R. Dreher 45 Vice President and Chief Financial Officer
and Director

Loel J. Sirovy 59 Senior Vice President, Operations

Jerry M. Churchill 58 Vice President, Domestic Sales

Larry D. Thompson 54 Vice President, Ames Chemical Operations

Kenneth Ogan 53 Vice President, Research and Development and
Chief Technical Officer

Brian K. Bowden 33 Vice President, Information Systems
Technology

Mark J. Stephenson 39 Vice President, Marketing and Customer
Support Services - President, ETS

Kathryn Hach-Darrow has been active in the business of the
Registrant since its inception. She has served on the Board of Directors and
was responsible, prior to May 6, 1977, as Executive Vice President for
certain of the Registrant's administrative and marketing matters. On May 5,
1977, the Board of Directors elected Mrs. Hach-Darrow President and Chief
Operating Officer. On April 28, 1983, she was elected Vice Chairman of the
Board of Directors and on February 28, 1986, she was elected Chairman of the
Board, Chief Executive Officer and Chairman of the Executive Committee and
Director, and has served in these capacities since that date.

Bruce J. Hach, son of Kathryn Hach-Darrow, joined the
Registrant November 1, 1970 and served the Company in various capacities.
From August 27, 1985 to February 28, 1986, he was an Assistant Vice President
in charge of Human Relations. He was elected Senior Vice President on
February 28, 1986. On April 30, 1987, he was elected a Director of the
Registrant, and he was elected Executive Vice President of the Registrant on
August 27, 1987. In August 1988, he was elected President and Chief
Operating Officer of the Registrant and has served in these capacities since
that date.

Robert O. Case has been Secretary of the Registrant since May
29, 1968. He was named General Counsel to the Registrant on August 29, 1989.
From September 1989 to February 1991, he was a shareholder of the Chicago,
Illinois law firm of Schuyler, Roche & Zwirner and a member of its management
committee. From February 1, 1991 to April 30, 1993, he was of counsel to
Schuyler, Roche & Zwirner. Since May 1, 1993, Mr. Case has been of counsel to
McBride Baker & Coles, a Chicago, Illinois law firm. Mr. Case was a director
of the Registrant from May 29, 1968, until his retirement as a Director of
the Registrant effective at the August 30, 1994 Annual Meeting of
Shareholders.

Gary R. Dreher joined the Registrant on January 17, 1977. He
has held a variety of positions since then. In September 1985, he was named
Controller for the Company. In August 1990, he was elected Vice President
and Treasurer of the Registrant. He was named Vice President and Chief
Financial Officer on November 22, 1994 and has served in that capacity since
that date. He was elected a Director of the Company at the Company's Annual
Meeting of Shareholders on August 30, 1994.

Loel J. Sirovy joined the Registrant on October 19, 1972. He
has held a number of management positions in Production and Human Relations.
On September 1, 1985, he was elected Vice President of Instrument Operations.
On April 28, 1989, he was elected Senior Vice President of Manufacturing. On
August 25, 1992, he was elected Senior Vice President of Operations of the
Registrant and has served in that capacity since that date.

Jerry M. Churchill joined the Registrant on December 1, 1977,
as Marketing Manager of Carle Instruments, Inc., which was a wholly-owned
subsidiary of the Registrant engaged in the manufacturing and sale of gas
chromatographs. On April 2, 1981, he was elected Vice President of Carle
Instruments, Inc. After Carle Instruments, Inc. was merged into Hach
Company, Mr. Churchill was made Assistant Vice President of Chromatography
Operations on September 18, 1983. On February 28, 1986, he was elected Vice
President of Domestic Sales and Marketing. On February 27, 1990, he was
elected Senior Vice President of Marketing and Sales. On August 25, 1992, he
was elected Senior Vice President of Domestic Sales of the Registrant. On
August 24, 1993, he was named Vice President of Domestic Sales of the
Registrant and has served in that capacity since that date. Mr. Churchill
was a Director of the Registrant from August 28, 1990, until his retirement
as a Director of the Registrant effective at the August 29, 1995 Annual
Meeting of Shareholders.

Larry D. Thompson joined the Registrant on April 6, 1964. He
has held a variety of positions in Chemical Operations. In April 1991, he
was named Plant Manager of the Ames, Iowa facility. On August 25, 1992, he
was elected Vice President of Ames Chemical Operations of the Registrant and
has served in that capacity since that date.

Kenneth Ogan joined the Registrant in February 1996 as Vice
President of Research and Development and Chief Technical Officer and has
served in that capacity since that date. He most recently served as
Principal Scientist, Sales and Marketing Division and, prior to that, as
Senior Manager, Advanced Technology Group for Hitachi Instruments, Inc.,
where he was employed from 1989 through January 1996. Prior to joining
Hitachi Instruments, Inc., he was a Group Manager in Instrumentation and
Research and Development for Perkin-Elmer, Inc.

Brian K. Bowden joined the Registrant on January 4, 1988. He
has held a number of management positions in Research and Development,
Production, Marketing and Information Services. On January 7, 1997, he was
elected Vice President of Information Systems Technology of the Registrant
and has served in that capacity since that date.

Mark J. Stephenson joined the Registrant on May 1, 1998, as
Vice President of Marketing Services and President of the Company's
subsidiary, ETS. He most recently served as President

of ETS prior to its acquisition by the Company on April 30, 1998, and prior
to that, as Senior Vice President and Vice President of Marketing and Sales
of ETS, where he was employed since 1988.

The officers of the Company serve at the pleasure of the Board
of Directors.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The information required by this item appears under the
heading "Common Stock Price Range and Dividends" on page 15 of the 1998
Annual Report and is incorporated herein by reference.

ITEM 6. SELECTED FINANCIAL DATA

The information required by this item appears under the
heading "Comparative Financial Data - 10-Year Summary" on pages 16 and 17 of
the 1998 Annual Report.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION

The information required by this item appears in the
Chairman's and President's letter "To Our Fellow Shareholders" on pages 2, 3
and 4 of the 1998 Annual Report and under the heading "Management's
Discussion and Analysis of Financial Condition and Results of Operations" on
pages 13 and 14 of the 1998 Annual Report, all of which is incorporated
herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by this item appears in the
Consolidated Financial Statements and the Notes thereto on pages 18 through
28 of the 1998 Annual Report and is incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not applicable.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required by this item appears under the
heading "Election of Directors" on pages 5 and 6 in the 1998 Proxy
Statement and under the caption "Executive Officers of

the Registrant" at pages 4 through 7 at the end of Part I of this Report and
is incorporated by reference.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this item appears under the
heading "Executive Compensation" on pages 8 through 17 in the 1998 Proxy
Statement, and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required by this item appears under the
heading "Beneficial Ownership of Company Securities By Directors, Officers
and Principal Shareholders" on pages 3 through 5 in the 1998 Proxy Statement,
and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this item appears under the
headings "Certain Transactions and Business Relationships" on page 7 of the
1998 Proxy Statement and "Compensation Committee Interlocks and Insider
Participation" on page 17 of the 1998 Proxy Statement, and each is
incorporated herein by reference.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) The following documents are filed as part of this Report on Form 10-K:

1. FINANCIAL STATEMENTS: The information required by this item appears on
the pages listed below in the 1998 Annual Report and is incorporated by
reference in response to Item 14(a) 1.

Page No. in
1998 ANNUAL REPORT

Report of Independent Accountants 18

Financial Statements:

Consolidated statements of income for the years
ended April 30, 1998, 1997 and 1996 19

Consolidated balance sheets, April 30, 1998 and 1997 20

Consolidated statements of stockholders' equity for the
years ended April 30, 1998, 1997 and 1996 21

Consolidated statements of cash flows for the years
ended April 30, 1998, 1997 and 1996 22

Notes to the consolidated financial statements 23

2. FINANCIAL STATEMENT SCHEDULE: The following schedule should be read in
conjunction with the consolidated financial statements incorporated by
reference in Item 8 of this Form 10-K. Schedules other than that listed
have been omitted because they are not applicable or not required.

Page No. in
Schedule this Report
-------- -----------

Report of Independent Accountants on the
Financial Statement Schedule 14
Valuation and Qualifying Accountants 15
(Schedule II)

3. EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-K: The following exhibits are
included in this Annual Report on Form 10-K. The items identified below as
Exhibits (10)c - (10)l. are management contracts or compensatory plans required
to be filed as an Exhibit to this Annual Report on Form 10-K pursuant to Item
14(c) on Form 10-K.

NO. ASSIGNED IN
EXHIBIT TABLE ON PAGE NO. IN
ITEM 601 OF REG. S-K EXHIBIT THIS REPORT

(3) a. Restated Certificate of Incorporation of the
Registrant -- hereby incorporated by reference
to Exhibit 99.2 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended
October 26, 1996, Commission File No. 0-3947;
Certificate of Amendment to Article Fourth of
the Restated Certificate of Incorporation of
the Registrant as filed with the Delaware
Secretary of State on September 10, 1997 --
hereby incorporated by reference to Exhibit 1.2
to the Company's Registration Statement on Form
8-A, Commission File No. 0-3947, as filed with
the Commission on September 10, 1997.

(3) b. By-laws of the Registrant, as amended and
restated through October 26, 1996 -- hereby
incorporated by reference to Exhibit 99.3 to the
Registrant's Quarterly Report on Form 10-Q for
the quarter ended October 26, 1996, Commission
File No. 0-3947.

(10) c. Hach Company 1993 Stock Option Plan as Amended
and Restated as of November 25, 1997.

(10) d. Form of Stock Option Agreement under 1993 Stock
Option Plan -- hereby incorporated by reference to
Exhibit (10)d. to the Registrant's Annual Report

on form 10-K for the year ended April 30, 1994,
Commission file No. 0-3947.

(10) e. Hach Company Restated 1983 Stock Option Plan --
hereby incorporated by reference to Exhibit (10) d.
to the Registrant's Annual Report on Form 10-K for
the year ended April 30, 1993, Commission File No. 0-3947.

(10) f. Form of Stock Option Agreements for 1983 Stock
Option Plan -- hereby incorporated by reference to
Exhibit (10)e. of the Registrant's Annual Report on
Form 10-K for the fiscal year ended April 30, 1991,
Commission File No. 0-3947.

(10) g. Hach Company Restated Director's Bonus Compensation
Plan -- hereby incorporated by reference to Exhibit (10)f.
of the Registrant's Annual Report on Form 10-K for the
fiscal year ended April 30, 1991, Commission File No.
0-3947; Fifth Amendment to Directors Bonus
Compensation Plan -- hereby incorporated by reference to
Exhibit (10)g. to the Registrant's Annual Report on
Form 10-K for the year ended April 30, 1996,
Commission File No. 0-3947.

(10) h. Executive Employment Agreements between the Company
and each of Bruce J. Hach, Loel J. Sirovy,
Jerry M. Churchill, Gary R. Dreher, and Larry D. Thompson --
hereby incorporated by reference to Exhibit 10(h). to the
Registrant's Annual Report on Form 10-K for the year ended
April 30, 1994, Commission File No. 0-3947;
Executive Employment Agreement between the Company
and Kenneth Ogan -- hereby incorporated by reference to
Exhibit (10)h. to the Registrant's Annual Report on Form 10-K
for the year ended April 30, 1996, Commission File No. 0-3947;
Employment Agreement between the Company and
Mark Stephenson dated April 30, 1998.

(10) i. Hach Company 1995 Employee Stock Purchase Plan as Amended
and Restated as of January 1, 1998.

(10) j. Hach Company Deferred Compensation Plan (as amended
through March 1, 1995) -- hereby incorporated by reference
to Exhibit (10)j. of the Registrant's Annual Report on Form
10-K for the fiscal year ended April 30, 1995, Commission
File No. 0-3947.

(10) k. Trust Under Hach Company Deferred Compensation Plan
dated as of April 10, 1995 between the Company and the
Dauphin Deposit Bank and Trust Company, as trustee
hereby incorporated by reference to Exhibit (10)k. of the
Registrant's Annual Report on Form 10-K for the fiscal
year ended April 30, 1995, Commission File No. 0-3947.

(10) l. Hach Company 1995 Non-Employee Director Stock Plan
Amended and Restated as of November 25, 1997.

(10) m. Revolving Credit Agreement dated as of July 7, 1997
among the Registrant, Hach Europe S.A. and Colorado
National Bank--hereby incorporated by reference to Exhibit
(10)m. to the Registrant's Annual Report on Form 10-K for
the year ended April 30, 1997, Commission File No. 0-3947.

(13) n. Pages 2, 3, 4 and 13 through 28 of the Registrant's Annual
Report to Stockholders for the year ended April 30, 1998.

(21) o. Subsidiaries of the Registrant.

(23) p. Consent of PricewaterhouseCoopers LLP

(27) q. Financial Data Schedules (electronic filing only)

(b) No reports on Form 8-K were filed during the quarter ended April 30, 1998.

(c) and (d) The exhibits and financial statement schedules required to be filed by this
item are attached to or incorporated by reference in this report.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

HACH COMPANY

July 29, 1998 By: /s/ Kathryn Hach-Darrow
- ------------- ------------------------------------------------
Date Kathryn Hach-Darrow, Chairman of the Board,
Chief Executive Officer

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

July 29, 1998 By: /s/ Kathryn Hach-Darrow
- ------------- ------------------------------------------------
Date Kathryn Hach-Darrow, Chairman of the Board,
Chief Executive Officer and Director

July 29, 1998 By: /s/ Gary R. Dreher
- ------------- ------------------------------------------------
Date Gary R. Dreher, Vice President, Chief Financial
Officer, Principal Accounting Officer and Director

July 29, 1998 By: /s/ Bruce J. Hach
- ------------- ------------------------------------------------
Date Bruce J. Hach, Director

July 29, 1998 By: /s/ Fred W. Wenninger
- ------------- ------------------------------------------------
Date Fred W. Wenninger, Director

July 29, 1998 By: /s/ Joseph V. Schwan
- ------------- ------------------------------------------------
Date Joseph V. Schwan, Director

July 29, 1998 By: /s/ John N. McConnell
- ------------- ------------------------------------------------
Date John N. McConnell, Director

July 29, 1998 By: /s/ Linda O. Doty
- ------------- ------------------------------------------------
Date Linda O. Doty, Director

Report of Independent Accountants on the Financial Statement Schedule

To the Board of Directors of Hach Company

Our audits of the consolidated financial statements referred to in our report
dated June 4, 1998 appearing in the 1998 Annual Report to Shareholders of
Hach Company and Subsidiaries (which report and consolidated financial
statements are incorporated by reference in this Annual Report on Form 10-K)
also included an audit of the Financial Statement Schedule included in Item
14(a)(2) of this Form 10-K. In our opinion, the Financial Statement Schedule
presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial statements.

PricewaterhouseCoopers LLP

Denver, Colorado
June 4, 1998

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Year Ended April 30, 1998, 1997 and 1996
(In thousands)

Balance at Charged to Balance
beginning costs and Deductions at end
of period expenses /(Writeoff) of period
--------------------------------------------------------------------------

Allowance for Doubtful Accounts:
Year ended April 30, 1998 $ 249 $ 72 $ (16) $ 305
Year ended April 30, 1997 248 69 (68) 249
Year ended April 30, 1996 247 87 (86) 248
Inventory Reserve:
Year ended April 30, 1998 $ 555 $ 1,317 $ (869) $ 1,003
Year ended April 30, 1997 188 1,369 (1,002) 555
Year ended April 30, 1996 505 245 (562) 188

INDEX TO EXHIBITS

NO. ASSIGNED IN
EXHIBIT TABLE ON PAGE NO. IN
ITEM 601 OF REG. S-K EXHIBIT THIS REPORT

(3) b. By-laws of the Registrant, as amended through
October 26, 1996 -- hereby incorporated by reference
to Exhibit 99.3 to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended October 26, 1996,
Commission File No. 0-3947.

(10) c. Hach Company 1993 Stock Option Plan as Amended
and Restated as of November 25, 1997.

(10) d. Form of Stock Option Agreement under 1993 Stock
Option Plan -- hereby incorporated by reference to
Exhibit (10)d. to the Registrant's Annual Report
on form 10-K for the year ended April 30, 1994,
Commission file No. 0-3947.

Form 10-K for the year ended April 30, 1996,
Commission File No. 0-3947.

(10) i. Hach Company 1995 Employee Stock Purchase Plan
as Amended and Restated as of January 1, 1998.

(10) l. Hach Company 1995 Non-Employee Director Stock Plan
Amended and Restated as of November 25, 1997.

(10) m. Revolving Credit Agreement dated as of July 7, 1997
among the Registrant, Hach Europe S.A. and
Colorado National Bank-- hereby incorporated by reference to
Exhibit (10)m. to the Registrant's Annual Report on Form 10-K for
the year ended April 30, 1997, Commission File No. 0-3947.

(13) n. Pages 2, 3, 4 and 13 through 28 of the Registrant's Annual
Report to Stockholders for the year ended April 30, 1998.

(21) o. Subsidiaries of the Registrant.

(23) p. Consent of PricewaterhouseCoopers LLP

(27) q. Financial Data Schedules (electronic filing only)