FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

(Mark One)

[x]  QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR 15 (d)  OF  THE  SECURITIES
     EXCHANGE ACT OF 1934

     For the quarterly period ended December 31, 1995

[ ]  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   0-16069

                                MICROLYTICS, INC.
--------------------------------------------------------------------------------
        (Exact name of Small Business Issuer as specified in its charter)

            Delaware                                   41-1464586
--------------------------------------------------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

Two Tobey Village Office Park, Pittsford, New York              14534
--------------------------------------------------------------------------------
(Address of principal executive offices)                      (Zip Code)

                                 (716) 248-9150
--------------------------------------------------------------------------------
               Registrant's telephone number, including area code

                               SelecTronics, Inc.
--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

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.

__X___ YES        _____ NO


                    APPLICABLE ONLY TO CORPORATE REGISTRANTS:
Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date.

           Class                        Outstanding as of December 31, 1995
-----------------------------           -----------------------------------
Common Stock, $0.01 par value                   112,722,403 shares


<PAGE>


                                MICROLYTICS, INC.
                           CONSOLIDATED BALANCE SHEETS
                         December 31 and March 31, 1995
                      (Dollars rounded to nearest thousand)

<TABLE>
<CAPTION>
Assets                                                                December 31      March 31
                                                                      (Unaudited)      (Audited)
<S>                                                                <C>             <C>
Current assets:
     Cash                                                            $    912,000    $     46,000
     Accounts receivable, less allowance for
     doubtful accounts of $9 and $9, respectively                         300,000          64,000
     Notes receivable, current position                                      --           463,000
     Inventories, net                                                       5,000           6,000
     Prepaid royalties                                                     38,000          42,000
     Escrow account                                                        87,000          90,000
     Officer Loan                                                         134,000            --
     Other current assets                                                  25,000          63,000
                                                                     ------------    ------------
         Total current assets                                           1,501,000         774,000

Property and equipment, net                                               265,000         100,000
Capitalized software, net of accumulated
   amortization of $9,252 and $8,892, respectively                        272,000         434,000
Notes receivable; long term                                                  --           924,000
                                                                     ------------    ------------
Total Assets                                                         $  2,038,000    $  2,232,000
                                                                     ============    ============

Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
     Notes payable                                                   $     58,000    $    100,000
     Shareholder advance                                                     --           585,000
     Accounts payable                                                     889,000       1,206,000
     Accrued expenses                                                     345,000         292,000
     Royalties payable                                                    124,000         221,000
                                                                     ------------    ------------
         Total current Liabilities                                      1,416,000       2,404,000

Term Loan                                                                 200,000         200,000
Convertible Notes Payable                                               1,400,000       1,400,000
Deferred revenue                                                          600,000       1,200,000
Research and development financing arrangement                             68,000         106,000
                                                                     ------------    ------------
     Total Liabilities                                                  3,684,000       5,310,000

Stockholders' Equity (Deficit):
Common stock, $.01 par value; 125,000,000
     shares authorized; 115,976,416 and 53,508,004
     shares issued, respectively                                        1,127,000         503,000
Preferred stock, $1 par value, 5,000,000 shares
     authorized; none and 2,960,854  issued,
     respectively                                                            --         2,961,000
Additional paid-in capital                                             18,009,000      13,179,000
Accumulated deficit                                                   (21,065,000)    (20,004,000)
Treasury stock, 3,254,013 shares, respectively                            283,000         283,000
                                                                     ------------    ------------
     Total Stockholders' Equity (Deficit)                              (1,646,000)     (3,078,000)
                                                                     ------------    ------------

Total Liabilities and Stockholder's
     Equity (Deficit)                                                $  2,038,000    $  2,232,000
                                                                     ============    ============
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>


                                MICROLYTICS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
          (Dollars rounded to nearest thousand, except per share data)
                                   (Unaudited)

         For the three and nine months ended December 31, 1995 and 1994

<TABLE>
<CAPTION>
                                                  Three Months                        Nine Months
                                             1995             1994               1995              1994
<S>                                  <C>               <C>               <C>               <C>
Royalty revenue                        $     421,000     $     494,000     $   1,461,000     $   1,447,000
Development revenue                          106,000            84,000           218,000           316,000
Financing arrangement                         12,000            24,000            38,000           491,000
                                       -------------     -------------     -------------     -------------
     Total Revenues                          539,000           602,000         1,717,000         2,254,000

Cost of revenues                             411,000           396,000         1,022,000           784,000
                                       -------------     -------------     -------------     -------------

     Gross profit                            128,000           206,000           695,000         1,470,000

Operating expenses:
     Selling, general and
         administrative                      448,000           477,000         1,319,000         1,559,000
     Research and development                 95,000            91,000           305,000           259,000
                                       -------------     -------------     -------------     -------------
Total operating expenses                     543,000           568,000         1,624,000         1,818,000
                                       -------------     -------------     -------------     -------------

Income (loss) from operations               (415,000)         (362,000)         (929,000)         (348,000)

Other income (expense):
     Interest income (expense), net            4,000           (26,000)          (22,000)         (123,000)
     Income tax expense                         --                --              (6,000)          (42,000)
     Discount on Notes Receivable           (138,000)             --            (138,000)             --
     Net earnings from sale
        of affiliate                            --             (11,000)             --           1,856,000
     Other expenses                             --             (45,000)             --            (107,000)
                                       -------------     -------------     -------------     -------------
                                            (134,000)          (82,000)         (166,000)        1,584,000
Income (loss) before
         extraordinary item                 (549,000)         (444,000)       (1,095,000)        1,236,000

Extraordinary gain on
     extinguishment of debt                     --               9,000            33,000         5,063,000
                                       -------------     -------------     -------------     -------------

Net income (loss)                      $    (549,000)    $    (435,000)    $  (1,062,000)    $   6,299,000
                                       =============     =============     =============     =============

Net income (loss) per common share:

Primary: Income (loss) before
     extraordinary item:                       (.005)             (.01)            (.011)              .02
     Extraordinary item                          nil               nil               nil               .10
                                       -------------     -------------     -------------     -------------
     Net Income (Loss)                         (.005)             (.01)            (.011)              .12
                                       =============     =============     =============     =============

Weighted average shares
     outstanding                         117,390,368        52,249,418        98,417,801        51,729,984

Fully Diluted: Income before
     extraordinary item:                         n/a               n/a               n/a               .01
     Extraordinary item                          n/a               n/a               n/a               .06
                                       -------------     -------------     -------------     -------------
     Net Income                                  n/a               n/a               n/a               .07
                                       =============     =============     =============     =============

Weighted average shares
     outstanding                                 n/a               n/a               n/a        86,743,542
</TABLE>

See accompanying notes to consolidated financial statements.


<PAGE>


                                MICROLYTICS, INC.
                           CONSOLIDATED STATEMENTS OF
                     CASH FLOWS (Dollars rounded to nearest
                   thousand, except share and per share data)
                                   (Unaudited)

              For the nine months ended December 31, 1995 and 1994

<TABLE>
<CAPTION>
                                                                      1995         1994
<S>                                                                <C>          <C>
Cash flows from operating activities:
     Net Income (loss)                                               $(1,062)    $ 6,299
     Adjustments to reconcile net income to cash:
         Depreciation and amortization                                   392         444
         Amortization of deferred credits                               (600)       (609)
         Issuance of stock for services                                   52           2
         Gain on extinguishment of debt                                  (33)     (5,063)
         Undistributed earnings in affiliate                              --         859
         Discount on Note Receivable                                     138          --
         Change in assets and liabilities:
              (Increase) decrease in:
                Escrow                                                     3       1,013
                Accounts receivable                                     (236)     (1,284)
                Notes receivable                                       1,249          --
                Inventories                                                1          62
                Officer  loan                                           (134)         --
                Other assets                                              38          12
                Prepaid royalties                                          4          78
              (Decrease) increase in:
                Accounts payable                                        (284)       (551)
                Accrued liabilities                                       11          --
                Royalties payable                                        (97)       (245)
                R&D Financing                                            (38)       (466)
                                                                     -------     -------

              Cash flows provided (used) by operating activities        (596)        551
Cash flows from investing activities:
     Capital expenditures                                               (196)        (72)
     Additions to capitalized software                                  (198)       (285)
                                                                     -------     -------
              Cash flows provided (used) by investing activities:       (394)       (357)

Cash flows from financing activities:
     Shareholder advance                                                (585)       (260)
     Net proceeds sale of stock                                        2,441          14
     R&D Financing                                                        --         (24)
                                                                     -------     -------
              Cash flows provided (used) by  financing activities      1,856        (270)

Increase (decrease) in cash                                              866         (76)
Cash beginning of period                                                  46         159
                                                                     -------     -------
Cash end of period                                                   $   912     $    83
                                                                     =======     =======


Supplemental disclosure of cash flow information:
     Cash paid during the quarter for interest                       $    21         174
                                                                     =======     =======
</TABLE>






<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

                     For the quarter ended December 31, 1995

NOTE 1:  BASIS OF PRESENTATION

     The  financial  statements  included  herein  have  been  prepared  by  the
Registrant, (also referred to herein as the "Company"),  without audit, pursuant
to the rules and  regulations  of the Securities  and Exchange  Commission.  The
information  furnished in the financial  statements  includes  normal  recurring
adjustments  and  reflects  all  adjustments   which  are,  in  the  opinion  of
management,  necessary for a fair  presentation  of such  financial  statements.
Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted pursuant to such rules and regulations,  although
the  Registrant   believes  that  the  disclosures  are  adequate  to  make  the
information  presented  not  misleading.  It is suggested  that these  financial
statements be read in  conjunction  with the financial  statements  for the year
ended March 31, 1995 and the notes thereto included in the  Registrant's  Annual
Report on Form 10-KSB filed with the Securities and Exchange Commission.  Dollar
amounts, except per share amounts, have been rounded to the nearest thousand.


NOTE 2:  ACCOUNTS RECEIVABLE

     Accounts receivable consist of the following:

                                       December 31     March 31
                                       (Unaudited)    (Audited)

     Accounts receivable                $ 309,000     $  73,000
     Allowance for doubtful accounts
          and returns                      (9,000)       (9,000)
                                        ---------     ---------

                                        $ 300,000     $  64,000
                                        =========     =========

NOTE 3:  INVENTORIES

     Inventories consist of the following:

                                  December 31   March 31
                                  (Unaudited)  (Audited)

     Finished product              $ 15,000     $ 15,000
     Valuation allowances           (10,000)      (9,000)
                                   --------     --------

                                   $  5,000     $  6,000
                                   ========     ========



<PAGE>


NOTE 4:  ESCROW ACCOUNT

As of March 31, 1995 and 1994,  the  Registrant  had  approximately  $90,000 and
$1,100,000,  respectively,  in an escrow  account  as part of its  license  with
Houghton Mifflin Company ("Houghton Mifflin"),  which agreement was subsequently
assigned  by  Houghton  Mifflin  to its  spin-off,  Inso  Corporation  ("Inso"),
formerly known as InfoSoft International, Inc. At December 31, 1995, the balance
in the escrow account was $87,000. The amounts withdrawn from the escrow account
were  primarily  used  to  reduce  the  outstanding   accounts  payable  of  the
Registrant.  The  remaining  cash  will  be  released  when  certain  conditions
subsequent to the transaction  have been satisfied.  The Registrant  anticipates
that the  conditions  subsequent  to the  transaction  will be satisfied and the
remaining cash will be released from escrow in fiscal 1996.


NOTE 5:  PROPERTY AND EQUIPMENT


     Property and equipment consists of the following:

                                         December 31     March 31
                                         (Unaudited)    (Audited)

     Tools, dies and moldings           $   221,000     $   221,000
     Furniture and equipment              1,223,000       1,028,000
     Leasehold improvements                 108,000         107,000
                                        -----------     -----------
                                          1,552,000       1,356,000

     Less:  accumulated depreciation     (1,287,000)     (1,256,000)
                                        -----------     -----------

                                        $   265,000     $   100,000
                                        ===========     ===========


NOTE 6:  DEFERRED REVENUE

As of March 31, 1994, the Registrant  deferred the  recognition of $2 million of
revenue relating to cash received as part of the agreement  between  Microlytics
and Inso. The  recognition of this revenue will be deferred until future periods
as  earned.  For the  nine  months  ended  December  31,  1995,  the  Registrant
recognized  $600,000  of  deferred  revenue.  In  addition,  as a result  of the
licensing transaction,  Inso will also pay Microlytics future on-going royalties
and payments for development contracts.


NOTE 7:  RESEARCH AND DEVELOPMENT FINANCING AGREEMENT

In 1991, the Registrant  received a nonrefundable  cash receipt of $690,000 from
Speech  Compression  Technologies,  L.P.  ("SCT"),  a research  and  development
limited partnership,  under a technology purchase agreement.  Under the terms of
the agreement,  the limited partnership purchased the rights to certain software
from the  Registrant  and licensed it to the  Registrant  on an exclusive  basis
until September of 1993. Two stockholders, Mr. Weiner and Xerox Corporation, are
also limited  partners and  accordingly,  this  agreement is accounted  for as a
financing  arrangement.  During the nine months ended  December  31,  1994,  the
Company  recognized  $466,000 of deferred  revenue related to SCT as a result of
revised  revenue  projections  for future  periods.  There were no direct  costs
associated  with the  revenue  recognized  under  the  revised  projections.  In
addition,  the Company  recognized $24,000 of deferred revenue through licensing
of the technology and offset royalty fees owed to SCT for use of its technology.
During the nine months ended December 31, 1995,  $38,000 of deferred revenue has
been recognized  under the agreement as offsets to royalty expense  recorded for
the same periods.  The  agreement  expired in June 1995,  and was  automatically
renewed for one year.



<PAGE>


NOTE 8: SALE OF AFFILIATED COMPANY AND DISCOUNTED NOTE RECEIVABLE

In  December  1995,  the  Company  discounted  the  remaining  portion of a note
receivable due from Conway New York, Inc., a Delaware corporation ("Conway"), in
exchange  for  $832,000.  The note was  originally  recorded  at its net present
value,  and the Company was recognizing the imputed  interest as interest income
over  the  life  of the  note.  The  book  value  of the  asset  at the  time of
discounting was $970,000. The Company recorded a loss of $138,000 as a result of
this  transaction.   In  addition,   in  connection  with  the  above-referenced
discounting,  the Company waived any minimum royalty  requirements  for calendar
years 1996 and 1997, respectfully.

By way of background,  on July 8, 1994, the Registrant entered into an agreement
to sell its forty percent (40%) partnership interest in a European joint venture
named Eurotronics Company ("Eurotronics") to Conway for $3.125 million. Prior to
that  time,  under  the  terms of  certain  agreements,  Microlytics  Technology
Company, Inc., formerly known as Microlytics ("MTC"),  earned a royalty on sales
made by the  joint  venture,  paid  quarterly,  and the  Registrant  received  a
dividend equal to forty percent (40%) of the net income of the joint venture, if
any, paid annually.  On July 8, 1994, MTC entered into a certain  agreement with
Edmark,  Inc. a Delaware  corporation  and a partner in  Eurotronics,  to modify
certain provisions of the technology and distribution license (the "Modification
Agreement") whereby,  among other things, MTC will continue to receive royalties
from Eurotronics for the use of certain of MTC's technologies.

In  connection  with the sale,  the  Company  received  $1 million in July 1994,
$500,000 during the third quarter of fiscal 1995, and $500,000 during the second
quarter of fiscal 1996.

As a result of the above-referenced transaction,  $1.856 million of net earnings
was  recognized  by the Company  during the second and third fiscal  quarters of
fiscal 1995. This amount  represents the net of the aggregate  purchase price of
$3.125 million less previously recorded equity earnings of $859,000,  an imputed
interest discount at 8% of $256,000, and expenses related to this transaction of
$154,000.


NOTE 9:  PREFERRED STOCK REDEMPTION

During the first quarter of fiscal year 1996,  the Company  exercised its rights
and redeemed all of the issued and  outstanding  shares of its preferred  stock,
par  value  $1.00  per  share.  Pursuant  to the  provisions  of  the  Company's
Certificate of Incorporation,  as amended, the Company issued ten (10) shares of
its common stock for each such share of preferred stock  redeemed.  As a result,
the Company issued  29,608,540  shares of its common stock to the holders of its
preferred stock.


NOTE 10:  EQUITY INFUSION

In June,  1995, the Company entered into certain Stock Purchase  Agreements with
certain   affiliates   of   Unterberg   Harris   (the   "New   Investors"),    a
technology-focused  investment  banking firm, whereby the New Investors provided
$2.5  million of  immediate  capital to the Company in exchange  for  31,250,000
shares of the Company's  common stock.  This capital will be used by the Company
in connection with the product  development of MicroPages and for operating cash
flow.  Pursuant  to the  terms  and  conditions  of  the  transaction,  the  New
Investors,  together with Xerox  Corporation  ("Xerox") and Renaissance  Capital
Partners,  Ltd.  ("Renaissance"),  were granted a "right of first  offer".  As a
result,  in the event that the Company desires to issue additional shares of its
common stock in a private offering,  other than in accordance with its incentive
stock option plans or pursuant to the terms and  conditions  of the warrants and
options  currently  outstanding,  and such issuance would dilute the holdings of
any New  Investor,  Xerox or  Renaissance  by more than 10%,  then such  diluted
shareholder  has the  right to  acquire  a  portion  of such  shares  such  that
immediately after the exercise of the right of first offer and the corresponding
issuance  by  the  Company,  no  such  dilution  would  have  occurred  to  such
shareholder.





<PAGE>


             PART 1. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Results of Operations

Revenues  for the three  months and nine  months  ended  December  31, 1995 were
$539,000 and $1.7 million,  respectively,  or 10% and 24% less than the $602,000
and $2.3  million,  respectively,  for the three  months and nine  months  ended
December 31, 1994.  The year over year changes were  primarily the result of the
Company's strategic change in focus to its growing MicroPages business.  For the
nine months ended  December 31, 1995, the Company  recorded  revenue of $413,000
from the MicroPages  product line, as compared to $44,000 for the same period in
the prior year.  One  significant  factor for the year over year changes was the
Company's  inability to recognize certain  extraordinary  events that positively
influenced  total  revenues  and net income last year.  The  Company  recognized
$12,000 and $38,000,  respectively,  of deferred  revenue in accordance with the
research and  development  financing  arrangement  for the three and nine months
ended December 31, 1995, as compared to $24,000 and $491,000,  respectively, for
the same periods last year. The deferred revenue recorded for the three and nine
months ended December 31, 1994 were the result of revised royalty estimates.

Gross  profit of $128,000  and  $695,000,  for the three  months and nine months
ended December 31, 1995,  respectively,  was approximately 38% and 53% less than
the gross  profit  recorded in the same  periods  last year.  Gross  profit as a
percentage of revenue  decreased  from 34% and 65% for the three and nine months
ended  December 31,  1994,  to 24% and 40%,  respectively,  for the same periods
ended  December 31,  1995.  This  decrease in gross  profit as a  percentage  of
revenue was primarily  attributable to the sale of the Company's 40% partnership
interest in  Eurotronics  in July,  1994,  and the  recognition  of the deferred
revenue discussed above, which had no associated cost of goods sold.

Operating  expenses of $543,000 and $1.6  million,  for the three month and nine
month  periods  ended  December  31,  1995,  represent a decrease of 4% and 11%,
respectively,  from the $568,000 and $1.8 million  recorded for the same periods
last year. The continued decline in selling, general and administrative expenses
resulted from the reduction and cost controls put in place by management and the
transition to a technology-based electronic publishing company.

Loss from  operations  was  $415,000  and $929,000 for the three and nine months
ended  December 31,  1995,  compared to a loss from  operations  of $362,000 and
$348,000,   respectively,   reported  for  the  same  periods  last  year.  This
anticipated  loss was the result of decreased  revenues and gross profit  during
the Company's strategic shift in focus to its MicroPages business.

During the three and nine months ended  December  31, 1995,  the Company had net
interest  income of $4,000 and  interest  expense of $22,000,  respectively,  as
compared to interest expense of $26,000 and $123,000, for the same periods ended
December 31, 1994. This decrease in interest expense was primarily the result of
the  $2.9  million  conversion  of debt  to  equity  by two of the  Registrant's
convertible  debenture holders.  Interest income was recorded due to the sale of
the Company's 40%  partnership  interest in Eurotronics  in July,  1994, and the
investment of a portion of the equity  infusion into the Company in June,  1995.
See Notes 8 and 10 of  "Notes  to  Consolidated  Financial  Statements"  for the
quarter ended December 31, 1995.

The Company  recorded a loss  before  extraordinary  item of  $549,000  and $1.1
million,  respectively,  for the three and nine months  ended  December 31, 1995
compared  to a loss  before  extraordinary  item of  $444,000  and  gain  before
extraordinary item of $1.2 million for the same periods ended December 31, 1994.
The gain before  extraordinary item was primarily a result of the Company's sale
of  Eurotronics  which took place during the three months  ended  September  30,
1994.

As a result of the factors  discussed above, the Company recorded a net loss for
the three and nine months ended  December 31, 1995 of $549,000 and $1.1 million,
respectively, as compared to net loss of $435,000 and net income of $6.3 million
for the same  periods last year.  An  extraordinary  item  reported in the first
quarter  of  fiscal  1995  in the  amount  of  $5.045  million,  resulting  from
extinguishment  of bank debt and other immaterial  items, was the primary factor
contributing  to a significant net income for the nine months ended December 31,
1994.


<PAGE>


Liquidity

From March 31, 1995 to December 31, 1995,  the  Company's  working  capital went
from a deficiency of $1.6 million to a surplus of $85,000. This favorable change
was  primarily  the result of the infusion of $2.5 million of capital due to the
Stock Purchase  Agreements with certain  affiliates of Unterberg  Harris,  along
with  discounting a long term Note Receivable from the sale of the Company's 40%
partnership  interest  in  Eurotronics.   See  Notes  8  and  10  of  "Notes  to
Consolidated Financial Statements" for the quarter ended December 31, 1995.

Although  the Company  shows a positive  cash  position,  it  continues  to seek
additional  sources of cash and working capital.  These efforts include the sale
of its common stock,  preferred  stock, or additional long term debt,  which the
Company expects would be convertible to shares of, or have warrants  attached to
purchase additional shares of, the Company's common stock.


Capital Resources

During the three and nine month  periods ended  December 31, 1995,  the Company,
through its subsidiary  Microlytics  Technology Company,  Inc., invested $31,000
and $199,000,  respectively,  in capitalized  software.  This software  provides
programming for both current and future products licensed to other companies and
used in the Company's current and future electronic products.



                           PART 2. - OTHER INFORMATION


ITEM 6        Exhibits and Reports on Form 8-K

       (a)    Exhibits

              2.1   Partnership Purchase Agreement, dated as of July 8, 1994, by
                    and among the Company,  Conway New York, Inc., Edmark,  Inc.
                    and EuroDirect Marketing,  Inc., filed as Exhibit 2 with the
                    Company's  current  report on Form 8-K, dated July 22, 1994,
                    and incorporated herein by reference.

              3.1   Certificate of Incorporation  of the Company,  as filed with
                    the Office of Secretary of State of the State of Delaware on
                    December  20,  1989,  filed as  Exhibit  3.1 with the Annual
                    Report on Form 10-K for the year ended March 31,  1990,  and
                    incorporated herein by reference.

              3.2   Certificate of Amendment of Certificate of  Incorporation of
                    the Company,  as filed with the Office of Secretary of State
                    of the State of  Delaware  on  January  23,  1990,  filed as
                    Exhibit 3.2 with the Annual Report on Form 10-K for the year
                    ended March 31, 1990, and incorporated herein by reference.

              3.3   Certificate of Amendment of Certificate of  Incorporation of
                    the  Company,  as filed with the office of  Secretary of the
                    State of Delaware on December 17, 1992, filed as Exhibit 3.3
                    to the Annual Report on Form 10-KSB for the year ended March
                    31, 1995, and incorporated herein by reference.

              3.4   Certificate of Amendment of Certificate of  Incorporation of
                    the Company,  as filed with the Office of Secretary of State
                    of the State of Delaware on March 30, 1994, filed as Exhibit
                    3.3 with the Annual Report on Form 10-KSB for the year ended
                    March 31, 1994, and incorporated herein by reference.


<PAGE>


              3.5   By-Laws  of the  Company,  filed  as  Exhibit  3.3 with the
                    Annual  Report  on Form 10-K for the year  ended  March 31,
                    1990, and incorporated herein by reference.

              4.1   Agreement and Plan of Merger, dated as of December 29, 1989,
                    by and among the Company, Microlytics, Inc. and Selectronics
                    Acquisition Corporation,  filed as Exhibit 2.1 to the Annual
                    Report on Form 10-K for the year ended March 31,  1990,  and
                    incorporated herein by reference.

              4.2   Form of 110%  Warrant,  filed as Exhibit  2.2 to the Annual
                    Report on Form 10-K for the year ended March 31, 1990,  and
                    incorporated herein by reference.

              4.3   Form of 115%  Warrant,  filed as Exhibit  2.3 to the Annual
                    Report on Form 10-K for the year ended March 31, 1990,  and
                    incorporated herein by reference.

              4.4   Agreement and Plan of Merger, dated January 24, 1990, by and
                    between  the  Company  and  Selectronics,  Inc.,  a Delaware
                    corporation,  filed as Exhibit  2.4 to the Annual  Report on
                    Form  10-K  for  the  year  ended   March  31,   1990,   and
                    incorporated herein by reference.

              4.5   Stock Exchange Agreement, dated March 30, 1990, by and among
                    the   Company  and  all  of  the   shareholders   of  Xiamax
                    Corporation,  filed as Exhibit  2.5 to the Annual  Report on
                    Form  10-K  for  the  year  ended   March  31,   1990,   and
                    incorporated herein by reference.

              4.6   Convertible   Debenture  Loan  Agreement,   and  Convertible
                    Debenture, dated as of December 28, 1990, by and between the
                    Company, Microlytics, Inc. and Renaissance Capital Partners,
                    Ltd.,  filed as Exhibit  4.6 with the Annual  Report on Form
                    10-K for the year ended  March 31,  1991,  and  incorporated
                    herein by reference.

              4.7   Convertible   Debenture  Loan  Agreement,   and  Convertible
                    Debenture,  dated as of October 15, 1991, by and between the
                    Company and Fuji Xerox Co., Ltd.,  filed as Exhibit 4.7 with
                    the Annual  Report on Form 10-K for the year ended March 31,
                    1992, and incorporated herein by reference.

              4.8   Convertible   Debenture  Loan  Agreement,   and  Convertible
                    Debenture,  dated as of March 16,  1992,  by and between the
                    Company and Fuji Xerox Co., Ltd.,  filed as Exhibit 4.8 with
                    the Annual  Report on Form 10-K for the year ended March 31,
                    1992, and incorporated herein by reference.

              4.9   Form of Preferred Stock Certificate of Registrant,  filed as
                    Exhibit 4.9 to the Annual Report on Form 10-KSB for the year
                    ended March 31, 1994, and incorporated herein by reference.

             10.1   Stock  Purchase  Agreement,  dated as of October  31,  1989,
                    between Microlytics,  Inc. and Xerox Corporation through its
                    Xerox Venture  Capital Fund Division,  filed as Exhibit 10.1
                    with the Annual Report on Form 10-K for the year ended March
                    31, 1990, and incorporated herein by reference.

             10.2   Amended  Licensing  Agreement,  dated  as of May  24,  1988,
                    between Microlytics,  Inc. and the Company, filed as Exhibit
                    10.2 to the  Annual  Report on Form 10-K for the year  ended
                    March 31, 1989, and incorporated herein by reference.

             10.3   Joint Venture  Agreement,  dated as of May 24, 1988, between
                    Microlytics,  Inc. and the Company, filed as Exhibit 10.3 to
                    the Annual  Report on Form 10-K for the year ended March 31,
                    1989, and incorporated herein by reference.


<PAGE>


           10.4     Consulting  Agreement,  dated as of March 20, 1989,  between
                    the Company and Michael D. Plitman, filed as Exhibit 10.4 to
                    the Annual  Report on Form 10-K for the year ended March 31,
                    1989, and incorporated herein by reference.

           10.5     Consultation  and  Non-Competition  Agreement,  dated  as of
                    August 24,  1988,  between the Company and Stephen R. Nagel,
                    filed as Exhibit 10.6 to the Annual  Report on Form 10-K for
                    the year ended March 31, 1989,  and  incorporated  herein by
                    reference.

           10.6     Research and Development Agreement,  dated as of October 31,
                    1988, between  Microlytics,  Inc. and the Company,  filed as
                    Exhibit 10.7 to the Annual  Report on Form 10-K for the year
                    ended March 31, 1989, and incorporated herein by reference.

           10.7     Purchase Option Agreement,  dated October 31, 1988,  between
                    Microlytics,   Inc.  and  the  Company,  including  form  of
                    Technology Purchase Agreement,  filed as Exhibit 10.8 to the
                    Annual  Report  on Form  10-K for the year  ended  March 31,
                    1989, and incorporated herein by reference.

           10.8     License Option Agreement,  dated October 31, 1988,  between
                    Microlytics, Inc. and the Company, filed as Exhibit 10.9 to
                    the Annual Report on Form 10-K for the year ended March 31,
                    1989, and incorporated herein by reference.

           10.9     Stock Purchase  Agreement,  dated February 7, 1989,  between
                    Xerox  Corporation  through its Xerox  Venture  Capital Fund
                    Division  and the  Company,  filed as  Exhibit  10.10 to the
                    Annual  Report  on Form  10-K for the year  ended  March 31,
                    1989, and incorporated herein by reference.

           10.10    Credit  Agreement,  dated April 29, 1989, by and among Xerox
                    Corporation through its Xerox Venture Capital Fund Division,
                    the Company and Stephen R. Nagel,  filed as Exhibit 10.11 to
                    the Annual  Report on Form 10-K for the year ended March 31,
                    1989, and incorporated herein by reference.

           10.11    Revolving  Credit   Agreement,   Security   Agreement,   and
                    Promissory Note, dated as of December 27, 1988,  between the
                    Company  and  National  City Bank of  Minneapolis,  filed as
                    Exhibit 10.12 to the Annual Report on Form 10-K for the year
                    ended March 31, 1989, and incorporated herein by reference.

           10.12    Letter  from  National  City Bank of  Minneapolis,  amending
                    Revolving  Credit   Agreement,   Security   Agreement,   and
                    Promissory Note, filed as Exhibit 10.13 to the Annual Report
                    on  Form  10-K  for the  year  ended  March  31,  1989,  and
                    incorporated herein by reference.

           10.13    Amendment to Revolving Credit Agreement, Revolving Note, and
                    Security  Agreement,  dated as of September 25, 1990, by and
                    between the Company and National  City Bank of  Minneapolis,
                    filed as Exhibit  10.13 with the Annual  Report on Form 10-K
                    for the year ended March 31, 1992, and  incorporated  herein
                    by reference.

           10.14    Settlement  Agreement,  dated  as of June 13,  1991,  by and
                    between the Company and National  City Bank of  Minneapolis,
                    filed as Exhibit  10.14 with the Annual  Report on Form 10-K
                    for the year ended March 31, 1992, and  incorporated  herein
                    by reference.

           10.15    Offering  Basis Line of Credit  Agreement,  dated  March 16,
                    1990,  by and between  Microlytics,  Inc. and Central  Trust
                    Company, filed as Exhibit 10.13 to the Annual Report on Form
                    10-K for the year ended  March 31,  1990,  and  incorporated
                    herein by reference.


<PAGE>


           10.16    Form of Annex to Purchase  Order,  filed as Exhibit 10.14 to
                    the Annual  Report on Form 10-K for the year ended March 31,
                    1989, and incorporated herein by reference.

           10.17    Employment  Agreement,  dated April 2, 1990,  by and between
                    the Company and H. E. James Finke, filed as Exhibit 10.15 to
                    the Annual  Report on Form 10-K for the year ended March 31,
                    1989, and incorporated herein by reference.

           10.18    Employment  Agreement,  dated August 18, 1989 by and between
                    Microlytics and Michael L. Weiner, filed as Exhibit 10.16 to
                    the Annual  Report on Form 10-K for the year ended March 31,
                    1989, and incorporated herein by reference.

           10.19    Registration Rights Agreement,  dated March 30, 1990, by and
                    among the  Company  and the  former  shareholders  of Xiamax
                    Corporation,  filed as Exhibit 10.17 to the Annual Report on
                    Form  10-K  for  the  year  ended   March  31,   1989,   and
                    incorporated herein by reference.

           10.20    The  Company's  Stock Option Plan of 1988,  filed as Exhibit
                    4.1 to the  Annual  Report on Form  10-K for the year  ended
                    March 31, 1989, and incorporated herein by reference.

           10.21    Form of Incentive  Stock Option  Agreement for the Company's
                    Stock  Option  Plan of  1988,  filed as  Exhibit  4.2 to the
                    Annual  Report  on Form  10-K for the year  ended  March 31,
                    1989, and incorporated herein by reference.

           10.22    Stock Option Agreement  between the Company and Lee Breslow,
                    filed as Exhibit  4.3 to the Annual  Report on Form 10-K for
                    the year ended March 31, 1989,  and  incorporated  herein by
                    reference.

           10.23    Stock   Option   Agreement   between  the  Company  and  the
                    non-employee  directors,  filed as Exhibit 4.4 to the Annual
                    Report on Form 10-K for the year ended March 31,  1989,  and
                    incorporated herein by reference.

           10.24    Microlytics,  Inc.  Incentive  Stock Option  Plan,  filed as
                    Exhibit 10.22 to the Annual Report on Form 10-K for the year
                    ended March 31, 1990, and incorporated herein by reference.

           10.25    Form of Microlytics,  Inc. Incentive Stock Option Agreement,
                    filed as Exhibit 10.23 to the Annual Report on Form 10-K for
                    the year ended March 31, 1990,  and  incorporated  herein by
                    reference.

           10.26    The  Company's  Stock Option Plan of 1990,  filed as Exhibit
                    10.24 to the  Annual  Report on Form 10-K for the year ended
                    March 31, 1990, and incorporated herein by reference.

           10.27    Form of the  Company's  Incentive  Stock Option  Agreement,
                    filed as Exhibit  10.25 to the  Annual  Report on Form 10-K
                    for the year ended March 31, 1990, and incorporated  herein
                    by reference.

           10.28    Stock Purchase Agreement,  dated as of November 28, 1990, by
                    and  between the  Company  and Xerox  Corporation,  filed as
                    Exhibit 10.28 to the Annual Report on Form 10-K for the year
                    ended March 31, 1991, and incorporated herein by reference.

           10.29    Indemnification and Mutual Representation  Agreement,  dated
                    July 29,  1991,  by and  between  the Company and Stephen R.
                    Nagel,  filed as Exhibit  10.29 to the Annual Report on Form
                    10-K for the year ended  March 31,  1991,  and  incorporated
                    herein by reference.


<PAGE>


           10.30    Registration  Rights  Agreement,  dated as of  December  28,
                    1990,  by and between the  Company and  Renaissance  Capital
                    Partners,  Ltd., filed as Exhibit 10.30 to the Annual Report
                    on  Form  10-K  for the  year  ended  March  31,  1991,  and
                    incorporated herein by reference.

           10.31    Joint  Venture  Agreement  dated as of June 26, 1991, by and
                    between Edmark, Inc. and the Company, filed as Exhibit 10.31
                    to the Annual  Report on Form 10-K for the year ended  March
                    31, 1991, and incorporated herein by reference.

           10.32    Technology  License  Agreement,  dated June 26, 1991, by and
                    between Microlytics, Inc. and Edmark, Inc., filed as Exhibit
                    10.32 to the  Annual  Report on Form 10-K for the year ended
                    March 31, 1991, and incorporated herein by reference.

           10.33    Basic  Agreement for  Distribution  and  Technology  License
                    Agreement,  dated as of September 18, 1991, as amended as of
                    March 5, 1992, by and among the Company, Microlytics,  Inc.,
                    and Fuji Xerox Co.,  Ltd.,  filed as Exhibit  10.33 with the
                    Annual  Report  on Form  10-K for the year  ended  March 31,
                    1992, and incorporated herein by reference.

           10.34    Basic  Agreement for  Distribution  and  Technology  License
                    Agreement,  dated  as of  March  5,  1992,  by  and  between
                    Selectronics  Japan  Kabushiki  Kaisha  and Fuji  Xerox Co.,
                    Ltd.,  filed as Exhibit 10.34 with the Annual Report on Form
                    10-K for the year ended  March 31,  1992,  and  incorporated
                    herein by reference.

           10.35    Settlement  Agreement,  dated  as of June 30,  1992,  by and
                    between the Company and Amway Corporation,  filed as Exhibit
                    10.35  with the  Annual  Report on Form  10-KSB for the year
                    ended March 31, 1993, and incorporated herein by reference.

           10.36    Amendment to the Company's Stock Option Plan of 1990,  filed
                    as Exhibit  10.36 with the Annual  Report on Form 10-KSB for
                    the year ended March 31, 1993,  and  incorporated  herein by
                    reference.

           10.37    License Agreement, dated February 23, 1994, by and among the
                    Company,  Microlytics and Houghton Mifflin Company, filed as
                    Exhibit  10.37 to the Annual  Report on Form  10-KSB for the
                    year  ended  March  31,  1994,  and  incorporated  herein by
                    reference.

           10.38    Letter  Agreement,  dated  March 2,  1994,  by and among the
                    Company, Microlytics and Renaissance Capital Partners, Ltd.,
                    filed as Exhibit  10.38 to the Annual  Report on Form 10-KSB
                    for the year ended March 31, 1994, and  incorporated  herein
                    by reference.

           10.39    Letter  Agreement,  dated  March 2,  1994,  by and among the
                    Company, Microlytics and Xerox Corporation, filed as Exhibit
                    10.39 to the Annual Report on Form 10-KSB for the year ended
                    March 31, 1994, and incorporated herein by reference.

           10.40    Settlement Agreement,  dated March 3, 1994, by and among the
                    Company,  Microlytics  and  Manufacturers  &  Traders  Trust
                    Company, filed as Exhibit 10.40 to the Annual Report on Form
                    10-KSB for the year ended March 31, 1994,  and  incorporated
                    herein by reference.

           10.41    Modification  Agreement,  dated as of July 8,  1994,  by and
                    between Microlytics, Inc. and Edmark, Inc., filed as Exhibit
                    10 with the Company's  current report on Form 8-K dated July
                    22, 1994, and incorporated herein by reference.


<PAGE>


           10.42    Settlement Agreement,  dated March 9, 1995, by and among the
                    Company, Microlytics,  Inc., and UFO Systems, Inc., filed as
                    Exhibit  10.42 to the Annual  Report on Form  10-KSB for the
                    year  ended  March  31,  1995,  and  incorporated  herein by
                    reference.

           10.43    Common Stock Purchase Agreement, dated June 22, 1995, by and
                    among the Company, Unterberg Harris Private Equity Partners,
                    L.P.,  Unterberg Harris Private Equity  Partners,  C.V., and
                    Unterberg  Harris  Interactive  Media  Limited  Partnership,
                    C.V.,  filed as Exhibit  10.43 to the Annual  Report on Form
                    10-KSB for the year ended March 31, 1995,  and  incorporated
                    herein by reference.

           10.44    Stockholder  Voting  Agreement,  dated June 22, 1995, by and
                    among the Company,  Xerox Corporation,  Renaissance  Capital
                    Partners,  Ltd.,  Unterberg  Harris Private Equity Partners,
                    L.P.,  Unterberg Harris Private Equity  Partners,  C.V., and
                    Unterberg Harris Interactive Media Limited Partnership, C.V.
                    , filed as Exhibit 10.44 to the Annual Report on Form 10-KSB
                    for the year ended March 31, 1995, and  incorporated  herein
                    by reference.

           10.45    Termination and Release Agreement,  dated as of December 27,
                    1995, by and among the  Registrant,  Microlytics  Technology
                    Company, Inc., Edmark, Inc., and Conway New York, Inc.

              22.   Subsidiaries of Registrant

     (b)   None.




<PAGE>



                                   SIGNATURES



In accordance with 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 thereunto duly authorized.




                                       MICROLYTICS, INC.


                                       By: /s/ Roy W. Haythorn
                                           ------------------------------------
                                           Roy W. Haythorn,
                                           Chairman of the Board,
                                           President and Chief Executive Officer



                                       By: /s/ Donald E. Riley
                                           ------------------------------------
                                           Donald E. Riley
                                           Director




February 13, 1996