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                                  FORM 10-K

                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

            ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

               For the fiscal year ended September 30, 1994

                      Commission File Number 0-9940

                            FINGERMATRIX, INC.
           (Exact name of registrant as specified in its charter) 
 
            NEW YORK                                     13-2854686 
 (State or other jurisdiction of                      (I.R.S. Employer
  incorporation or organization)                     Identification No.)

      145 Palisade Street
      Dobbs Ferry, New York                              10522-1617
(Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code:  (914) 693-1050

Securities registered pursuant to Section 12 (b) of the Act:

                                             Name of each exchange 
      Title of each class                     on which registered
        Common ($.02 par value)                       None
   Series A Preferred ($.01 par value)
   Series B Preferred ($.01 par value)

Securities registered pursuant to section 12(g) of the Act:
          Common, Series A Preferred and Series B Preferred
                         (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 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
requirement for the past 90 days. 

                              Yes.....            No.X....

Indicate by check mark if disclosure of delinquent filers pursuant to 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.  [  ]

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

                              Yes.....            No..X... 

The number of shares outstanding of registrant's one class of common stock, as
of September 30, 1993,  was 16,811,267.


                     DOCUMENTS INCORPORATED BY REFERENCE 

    Parts I, II, III and IV of the Registrant's Form 10-K for the year ended
September 30, 1995 ("1995-10K")filed contmeporaneously herewith are
incorporated herein by reference.


                                 PART I

Reference is made to Items 1 through 4 of 1995 10K for answers to Items 1
through 4 of this Form 10-K.


                                 PART II

Reference is made to Items 5 through 9 of 1995 10K for answers to Items 5
through 9 of this Form 10-K.


                                PART III

Reference is made to Items 10 through 13 of 1995 10K for answers to Items 10
through 13 of this Form 10-K.

                                PART IV

Reference is made to Item 14 and Exhibits listed in Item 14 of 1995 10K for
answers and Exhibits to Item 14 of this Form 10-K.

    Pursuant to the requirements of Section 13 or 15(d) 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.


Dated:  June 10, 1996

                               FINGERMATRIX, INC.


                               By: ________________________________________
                                    Thomas T. Harding
                                    President and Financial Officer 

    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.



Dated:  June 10, 1996                                              
                                   _________________________________________
                                     Thomas T. Harding 
                                     President, Director 


Dated:  June 10, 1996
                                   _________________________________________
                                     Gordon R. Molesworth
                                     Secretary, Director



Dated:  June 10, 1996
                                   _________________________________________
                                     Lewis S. Schiller, Director



Dated:  June 10, 1996
                                   _________________________________________
                                     Seth M. Lukash, Director



Dated:  June 10, 1996
                                   _________________________________________
                                   Fred I. Sonnenfeld, Director