SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D. C.



                       FORM 10-Q (AMENDED 6 JANUARY 1997)



                  QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934



FOR QUARTER ENDED:  SEPTEMBER 30, 1996               COMMISSION FILE NO. 0-4076



                              EXOTECH INCORPORATED
               (Exact name of Registrant as Specified in Charter)



State or Jurisdiction of
 Incorporation or Organization:                      DELAWARE

IRS Identification No:                               54-0700888

Address of Principal Office:                         8502 Dakota Drive
                                                     Gaithersburg, MD. 20877

Registrant's Telephone Number:                       (301) 948-3060



Indicate by checkmark  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
requirement for the past 90 days.            Yes [x]       No [ ]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the close of the period covered by this Report.

CLASS:                                      COMMON STOCK, PAR VALUE $0.10
                                            -----------------------------
OUTSTANDING AT
   SEPTEMBER 30, 1996                                942,387
                                                     -------


<PAGE>



                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                                     OF THE
                 CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS


The following is  Management's  discussion  and analysis of certain  significant
factors which have affected the Company's  earnings during the periods  included
in the accompanying consolidated condensed statement of operations.

A summary of the period to period changes in the principal items included in the
consolidated statement of operations is shown below:

<TABLE>
<CAPTION>

                                      ------------------------------------ COMPARISON  OF ----------------------------------
                                             THREE MONTHS ENDED                                   THREE MONTHS ENDED

                                      Sept 30                  June 30                       Sept 30             Sept 30
                                      1996                     1996                          1996                1995
                                      -------                  ----------                    -------             ----
<S> <C>
Net Sales                             $110,796                  $106,244                     $110,796              $ 55,517

Cost of Sales                            1,440                     5,164                        1,440                 6,628

General & Administrative
 Expenses                                  144                       295                          144                   853

Inventory Costs                         98,712                   103,170                       98,712                45,050

Interest & Other                         7,130                     7,036                        7,130                 6,601
</TABLE>

                                      A-2

<PAGE>

                      PART II. OTHER FINANCIAL INFORMATION




ITEM 5.

As in the past,  a shortage of working  capital  continues  to be a  significant
problem,  resulting in occasional slow payments to creditors,  and hampering the
development  of new business to the fullest extent  possible.  In the opinion of
Management,  the Company should be in a position to sustain  operations at least
until such time as the results of current  contracts  and  negotiations  for new
business is determinable.  Ultimate realization of the carrying value of prepaid
expenses and advances,  property and equipment,  and miscellaneous  other assets
shown in the accompanying  balance sheet depends upon sustained  operations as a
going concern.

The  dollar  amount  of  the backlog as of  September 30, 1996  was  $237,952, a
decrease of $41,048 from the backlog  of  the  preceding  quarter ended June 30,
1996.


ITEM 6 (B)

No reports on Form 8-K were filed in this quarter.


                                      A-3

<PAGE>



I.   CHANGE IN FINANCIAL POSITION IN THE THREE MONTHS ENDED SEPTEMBER 30, 1996.

     In the three months period ended September 30, 1996, an increase of working
     capital of $3,645  resulted from a net profit from operations of $3,370 and
     non-fund charges of $275. A  loan  of  $20,000  was  obtained  from  Spiral
     Biotech,  Inc..  It is secured  by the  work-in-progress inventory of Laser
     Scanner  instruments  being  under a purchase  order from the  lender for a
     total  of  $87,000.  The  pay  down  of  the loan is scheduled  out of  the
     receipts  for  the  instruments  as  they  are delivered.  The order covers
     ten  instruments,  the  last  of which is to be delivered in January  1997.
     The loan will be repaid in full at the delivery of the ninth unit.



II.  INCOME AND EXPENSE IN THE MOST RECENT QUARTER AND THE SAME THREE MONTH
     PERIOD LAST YEAR.

     Revenue for the quarter ended  September 30, 1996, was higher by $55,279 or
     96% than the results one year earlier.  Operating costs were  increased  in
     the most  recent  quarter by $47,765 or 91%  compared  to  the  prior year.
     The result was an operating  profit of $10,500 and a  net  gain  of  $3,370
     compared to a net loss of $3,615 in the quarter  ended  one  year  earlier.
     The  improvement  of  operating  income,  in  the  opinion  of  Management,
     is a  continuation  of the modest upturn  achieved in the fourth quarter of
     fiscal year 1996.

                                      A-4

<PAGE>


                                   SIGNATURES


Pursuant to the requirements of the Securities Act of 1934, the Company has duly
caused  this  amended  Report  to be signed  on its  behalf  by the  undersigned
thereunto duly authorized.



                                                            EXOTECH INCORPORATED

                                                                  REGISTRANT




DATE:     January 7, 1997
      ____________________________



/s/ Robert G. Lyle
_____________________________________
ROBERT G. LYLE, PRESIDENT AND CHIEF
 EXECUTIVE OFFICER

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