Benthos, Inc. Announces Filing of Registration Statement for Public Offering of Common Stock.

NORTH FALMOUTH, Mass. -- Benthos, Inc. (NASDAQ: BTHS) today announced that it has filed a registration statement with the Securities and Exchange Commission and expects to offer approximately 600,000 shares of common stock in a fully underwritten public offering. In addition, 200,000 shares of common stock are expected to be offered by certain selling shareholders. The Company expects to grant the underwriter a 30-day option to purchase up to 120,000 additional shares of common stock to cover over-allotments, if any. The proceeds of the issuance represent new financing and are expected to be used for plant and equipment improvements, expanded internal research and development, increased marketing, working capital and future acquisitions or product line expansion.

Ferris, Baker Watts, Incorporated will serve as the underwriter for the offering. Once available, preliminary prospectuses may be obtained from Ferris, Baker Watts, Incorporated by contacting the office at the following address: Ferris, Baker Watts, Incorporated, 100 Light Street, 8th Floor, Baltimore, MD 21202, Fax: [phone]

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Benthos, Inc. manufactures oceanographic products and package inspection systems through its two divisions. The Undersea Systems Division has developed a number of products based on its established acoustic technology for energy markets, governmental entities, the port and harbor security segment of the homeland defense market, and other commercial markets. The Package Inspection Systems Division, also referred to as the TapTone Division, has developed quality control equipment for flexible plastic, glass and other packaging used in the beverage, food and pharmaceutical markets.

Forward Looking Statements

The Company's plans with respect to the offering discussed in this press release include "forward-looking statements" within the meaning of United States securities laws and such statements involve risks and uncertainties including, but not limited to, competitive factors and other risks detailed from time to time in the Company's filings and reports with the Securities and Exchange Commission, including the Company's registration statement on Form SB-2 filed on April 29, 2005, and the Company's Annual Report on Form 10-KSB for the year ended September 30, 2004. The Company believes that such statements are reasonable and are based on the beliefs of the Company's management as well as assumptions made by and information currently available to Company management. However, actual events or results may differ materially. The Company does not undertake and expressly disclaims any obligation to update or alter its forward-looking statements whether as a result for new information, future events or otherwise, except as required by law.