Benthos, Inc. Prices Public Offering of Common Stock.

NORTH FALMOUTH, Mass. -- BENTHOS, INC. (NASDAQ: BTHS) announced today the pricing of its fully-underwritten public offering of 655,760 shares of common stock at $13.20 per share. An additional 144,240 shares of common stock are being offered by selling shareholders. The proceeds of the issuance to the Company represent new financing and are expected to be used for product line expansions, plant and equipment improvements, potential future acquisitions, expanded internal research and development, increased marketing and working capital.

Ferris, Baker Watts, Incorporated will serve as the underwriter for the offering. The Company has granted the underwriter a 30-day option to purchase up to 120,000 additional shares of common stock to cover over-allotments, if any. Once available, 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 declared effective with the Securities and Exchange Commission. The offering is being made by means of a prospectus contained in the registration statement. This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Benthos 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/A filed on May 24, 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.