8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________

FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

__________________

Date of Report (Date of earliest event reported):
April 29, 2004

___________________

MOCON, INC.
(Exact name of registrant as specified in its charter)

Minnesota	0-9273	41-0903312
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

7500 Boone Avenue North
Minneapolis, MN	55428
(Address of principal executive offices)	(Zip Code)

(763) 493-6370
(Company's telephone number, including area code)

Not applicable.
(Former name or former address, if changed since last report)

Item 7.   Financial Statements and Exhibits.

      (c)   Exhibits.

        The following exhibit is being furnished pursuant to Item 12 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated by reference into any filings made by MOCON, Inc. under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Exhibit No.	Description
99.1	Press Release issued April 29, 2004

Item 12.   Results of Operations and Financial Condition.

        On April 29, 2004, MOCON, Inc. issued a press release announcing its results of operations and financial condition for its first quarter ended March 31, 2004. A copy of this press release is attached hereto as Exhibit 99.1.

SIGNATURES

        Pursuant to the requirements 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.

	MOCON, INC.
Dated:   April 29, 2004	By:		/s/   Robert L. Demorest
		Robert L. Demorest Chairman, President and Chief Executive Officer

INDEX TO EXHIBITS

Exhibit No.	Description	Method of Filing
99.1	Press Release issued April 29, 2004	Filed herewith

EX-99.1

Exhibit 99.1

News Release

	For More Information Contact
FOR IMMEDIATE RELEASE	Dane Anderson, CFO/VP
April 29, 2004	763-493-6370 / www.mocon.com

MOCON Announces First Quarter Results

MINNEAPOLIS, MN, April 29, 2004 – MOCON, Inc.  (Nasdaq:MOCO) today reported revenue and earnings for the quarter ending March 31, 2004.

Sales for the first quarter of 2004 were $5,753,000, an increase of 14 percent compared to $5,029,000 for 2003. Net income was $336,000, a 45 percent decrease compared to $607,000 in the first quarter of 2003. Net income per share was 6 cents (diluted) in the first quarter of 2004, a 45 percent decrease compared to 11 cents (diluted) for the same period in 2003.

Sales for the first quarter represent a new record for the Company and were positively impacted by the $863,000 in net additional revenue related to the acquisition of Paul Lippke Handels- GmbH (Lippke). Operating income for the first quarter was negatively affected by acquisition related charges including amortization of $57,000 related to purchased backlog, write-off of additional costs assigned to finished goods inventory under purchase accounting rules of $96,000, and ongoing amortization related to various other purchased intangibles of $44,000. The Company also incurred during the quarter one-time costs associated with the relocation of the Company’s Lab Connections subsidiary to Round Rock, Texas, totaling $78,900 and additional costs associated with the consolidation of the Company’s Baseline subsidiary manufacturing operations to Minneapolis, Minnesota. We believe both of these manufacturing consolidations will positively impact future operating income as reduced costs and increased operating efficiencies are realized. Bookings for the first quarter of 2004 were a record $6,580,000 which includes $881,000 in net additional bookings related to Lippke.

“We are pleased to report record revenue in the first quarter of 2004,” commented Robert L. Demorest, MOCON President and CEO. Mr. Demorest continued, “The acquisition of Lippke has had a positive impact on our first quarter revenue, and despite some of the initial amortization expenses relating to purchased backlog and revalued inventory which primarily are expected to affect first half 2004 expenses, we expect Lippke to have a positive impact on both revenues and operating income for the year as a whole.”

We continue to maintain a strong balance sheet, with cash and current and non-current marketable securities totaling $6,789,000, and no long-term debt. Total cash and marketable securities decreased slightly during the quarter after payment of a first quarter dividend totaling $351,000 and payment of the base purchase price of $802,688 for the acquisition of Lippke.

MOCON is a leading provider of instrumentation and consulting and laboratory services to medical, pharmaceutical, food and other industries worldwide. See www.mocon.com for more information.

This press release contains forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, the above statements regarding reduced costs and increased operating efficiencies being realized, and Lippke being expected to have a positive impact on both revenues and operating income for the year as a whole, and can otherwise be identified by words such as “will,” “may,” “expect,” “believe,” “anticipate,” “estimate,” “continue,” or other similar expressions. There are important factors that could cause actual results to differ materially from those anticipated by the forward-looking statements made in this press release. These factors include, but are not limited to, uncertainties relating to competition and technological change, worldwide economic and political stability, setbacks in product development programs, order cancellations, slower-than-anticipated customer acceptance of new products, dependence on certain key industries, risk associated with the Company’s acquisition strategy and international operations, and other factors set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 and other filings with the Securities and Exchange Commission.

MOCON’s shares are traded on the Nasdaq Stock Market under the symbol MOCO.
MOCON is a registered trademark of MOCON, Inc.

MOCON, INC.
SUMMARY CONSOLIDATED FINANCIAL DATA
(in Thousands, Except Per Share Data)

INCOME STATEMENT DATA:   (unaudited)

	Quarter Ended March 31,
	2004		2003
Sales
Products	$	5,291	$	4,592
Consulting Services		462		437
Total Sales		5,753		5,029
Cost of Sales
Products		2,548		2,055
Consulting Services		220		216
Total Cost of Sales		2,768		2,271
Gross Profit		2,985		2,758
Research and Development Expense		342		346
Selling and Administrative Expense		2,157		1,511
Operating Income		486		901
Investment Income		21		32
Income Before Income Taxes		507		933
Income Taxes		171		326
Net Income	$	336	$	607
Net Income Per Common Share:
Basic	$	0.06	$	0.11
Diluted	$	0.06	$	0.11
Weighted Average Shares:
Basic		5,407		5,457
Diluted		5,527		5,531

BALANCE SHEET DATA:   (unaudited)

	March 31, 2004		December 31, 2003
Assets:
Cash and Marketable Securities	$	6,389	$	5,942
Accounts Receivable, Net		3,439		3,594
Inventories		4,126		3,762
Other Current Assets		598		669
Total Current Assets		14,552		13,967
Marketable Securities, Noncurrent		400		850
Fixed Assets, Net		2,155		2,099
Other Assets, Net		4,039		3,062
Total Assets	$	21,146	$	19,978
Liabilities and Stockholders’ Equity:
Total Current Liabilities	$	3,637	$	3,065
Total Long-Term Liabilities		795		198
Stockholders’ Equity		16,714		16,715
Total Liabilities and Stockholders’ Equity	$	21,146	$	19,978