GAP INSTRUMENT CORPORATION


Item 5 - Other Events


As reported in the 1994 and 1995 Form 10K GAP Instrument Corp. is fully aware
that its military business over the next decade will continue to decline. GAP
Instrument Corp has found appropriate areas of diversification to convert from a
military manufacturing market.  GAP Instrument Corp has entered  the tele 
communications market as a Value Added Network connecting  Federal contractors 
to  the Department of Defense and Federal Agencies.

The United States Government has been in the process of changing from a paper 
based system to an electronic system since 1985. This culminated in an executive
memo (Federal Register Vol.58 #207) and by legislation, the Federal 
Acquisition Streamlining Act of 1994 (Public Law 103-355). These two documents 
set the ground rules for the Federal conversion to Electronic Data 
Interchange (EDI). The only means of communicating with the Government is via a
licensed and certified Value Added Network. GAP Instrument Corp is one of the 26
licensed and certified Value Added Networks. Procurement is the first area 
that the Government is converting to EDI.  Future plans include tax 
reporting, court reporting, SEC filings, real estate appraisals, and many 
other transactions.

We estimate that there are approximately 1,500,000 entities that must contract
with a VAN for purposes of Government procurement. In addition the major prime 
contractors must have an EDI connection to all of their subcontractors. We 
estimate that consideration of subcontractors would bring the total procurement
market to 6,000,000 users. Prior to the entry of the Federal EDI system there 
were approximately 60,000 users of EDI. We expect market growth to be similar to
the rapid growth of the microcomputer industry experienced in the 1980s. The 
Government plans to bring up the working infrastructure before September 1996. 
The number of contractors required to be on line will increase rapidly 
throughout FY97 which starts October 1, 1996. We feel that, due to the 
complicated certification process coupled with the short period of time to 
develop market share, there will be very few if any new entrants to the VAN 
pool.

GAP Instrument Corp has developed a computer system designed to deal 
specifically with the Federal EDI system. The GAP adVANtage is a hub which 
manages the traffic between the Federal Government and its Trading Partners. 
GAP xpEDIter provides a Graphical User Interface which enables the Trading 
Partners to read and compose all of the documents used by the Federal
Government. By using the Internet as the backbone for communications 
GAP Instrument Corp provides the VAN service at a fraction of the cost of the 
traditional commercial VANs. 

GAP Instrument Corp has been in negotiations ,to provide EDI services, with 
several major US Telecommunications companies who have realized that they do
not have time to become certified within the time window to achieve market 
share. Negotiations have not resulted in any contracts to date.


GAP INSTRUMENT CORPORATION



If , as an example, GAP Instrument Corp gains a market share of only 250,000
of those 6,000,000 Trading Partners, a $500,000,000 revenue would be achieved.

However, there is no assurance that the Company will obtain such market share,
but even if it does, there is no assurance that it will impact favorably the
company's profitability.




                           SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned hereunto duly authorized.

GAP INSTRUMENT CORP
- ---------------------------
REGISTRANT

Date: August 14, 1996 

/s/ James Edwardson
- ---------------------------
By //James Edwardson, CEO
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 3824}]
{"company-data": {"conformed-name": "GAP INSTRUMENT CORP", "cik": "0000039910", "assigned-sic": "3825", "irs-number": "111781357", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-02677", "film-number": "96636858"}, "business-address": {"street1": "100 HORSE BLOCK ROAD", "city": "YAPHANK", "state": "NY", "zip": "11980-9504", "phone": "5169241700"}, "mail-address": {"street1": "SCHWAEBER SLOANE SCHULMAN & CO", "street2": "98 CUTTER MILL RD SUITE 396 N", "city": "GREAT NECK", "state": "NY", "zip": "11021"}}
GAP INSTRUMENT CORPORATION

Item 5 - Other Events

As reported in the 1994 and 1995 Form 10K GAP Instrument Corp. is fully aware
that its military business over the next decade will continue to decline. GAP
Instrument Corp has found appropriate areas of diversification to convert from a
military manufacturing market.  GAP Instrument Corp has entered  the tele 
communications market as a Value Added Network connecting  Federal contractors 
to  the Department of Defense and Federal Agencies.

The United States Government has been in the process of changing from a paper 
based system to an electronic system since 1985. This culminated in an executive
memo (Federal Register Vol.58 #207) and by legislation, the Federal 
Acquisition Streamlining Act of 1994 (Public Law 103-355). These two documents 
set the ground rules for the Federal conversion to Electronic Data 
Interchange (EDI). The only means of communicating with the Government is via a
licensed and certified Value Added Network. GAP Instrument Corp is one of the 26
licensed and certified Value Added Networks. Procurement is the first area 
that the Government is converting to EDI.  Future plans include tax 
reporting, court reporting, SEC filings, real estate appraisals, and many 
other transactions.

We estimate that there are approximately 1,500,000 entities that must contract
with a VAN for purposes of Government procurement. In addition the major prime 
contractors must have an EDI connection to all of their subcontractors. We 
estimate that consideration of subcontractors would bring the total procurement
market to 6,000,000 users. Prior to the entry of the Federal EDI system there 
were approximately 60,000 users of EDI. We expect market growth to be similar to
the rapid growth of the microcomputer industry experienced in the 1980s. The 
Government plans to bring up the working infrastructure before September 1996. 
The number of contractors required to be on line will increase rapidly 
throughout FY97 which starts October 1, 1996. We feel that, due to the 
complicated certification process coupled with the short period of time to 
develop market share, there will be very few if any new entrants to the VAN 
pool.

GAP Instrument Corp has developed a computer system designed to deal 
specifically with the Federal EDI system. The GAP adVANtage is a hub which 
manages the traffic between the Federal Government and its Trading Partners. 
GAP xpEDIter provides a Graphical User Interface which enables the Trading 
Partners to read and compose all of the documents used by the Federal
Government. By using the Internet as the backbone for communications 
GAP Instrument Corp provides the VAN service at a fraction of the cost of the 
traditional commercial VANs. 

GAP Instrument Corp has been in negotiations ,to provide EDI services, with 
several major US Telecommunications companies who have realized that they do
not have time to become certified within the time window to achieve market 
share. Negotiations have not resulted in any contracts to date.

GAP INSTRUMENT CORPORATION

If , as an example, GAP Instrument Corp gains a market share of only 250,000
of those 6,000,000 Trading Partners, a $500,000,000 revenue would be achieved.

However, there is no assurance that the Company will obtain such market share,
but even if it does, there is no assurance that it will impact favorably the
company's profitability.

                           SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned hereunto duly authorized.

GAP INSTRUMENT CORP
- ---------------------------
REGISTRANT

Date: August 14, 1996 

/s/ James Edwardson
- ---------------------------
By //James Edwardson, CEO