SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D. C.

                                   FORM 10-Q

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

FOR QUARTER ENDED:  SEPTEMBER 30, 1997             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, 1997                                         942,387
                                                              -------



<PAGE>



                              EXOTECH INCORPORATED

                                     INDEX

PART I   FINANCIAL INFORMATION                                          PAGE NO.

                  CONSOLIDATED CONDENSED BALANCE SHEET
                  SEPTEMBER 30, 1997  AND JUNE 30, 1997..............     2

                  CONSOLIDATED CONDENSED STATEMENT OF
                  OPERATIONS - THREE MONTHS ENDED
                  SEPTEMBER 30, 1997 AND 1996........................     3

                  STATEMENT OF CASH FLOWS FOR THREE
                  MONTHS ENDED SEPTEMBER 30, 1997 AND 1996...........     4

                  NOTES TO CONSOLIDATED CONDENSED
                  FINANCIAL STATEMENTS...............................     5

                  MANAGEMENT'S DISCUSSION AND ANALYSIS
                  OF CONSOLIDATED CONDENSED STATEMENT
                  OF OPERATIONS......................................     6


PART II           OTHER INFORMATION

                  OTHER FINANCIAL INFORMATION........................     8

                  SIGNATURES.........................................     9


<PAGE>



                              EXOTECH INCORPORATED
                           CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                     ASSETS
                                                                 SEPTEMBER 30,                        JUNE 30,
                                                                     1997                               1997
                                                                 -------------                        --------
                                                                  (Unaudited)
<S> <C>
CURRENT ASSETS

Accts. Receivable, Net                                             $ 10,780                           $ 18,225
Inventories
 Work in Process                                                    326,230                            261,034
 Raw Materials                                                       32,625                             32,625
 Finished Goods                                                      14,000                             14,000
Cash and Other Current Assets                                         8,087                              3,431
                                                                  ---------                          ---------
Total Current Assets                                               $391,722                           $329,315

PROPERTY, PLANT AND EQUIPMENT
 NET                                                                    264                                294
OTHER NON CURRENT ASSETS                                              5,761                              5,993
                                                                   --------                           --------
TOTAL ASSETS                                                       $397,747                           $335,602
                                                                   ========                           ========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES

Accts. Payable & Other Accrued Expenses                            $115,225                            $99,369
Other Current Liabilities                                           382,071                            371,782
Notes Payable                                                       425,794                            385,294
                                                                    -------                            -------
Total Current Liabilities                                          $923,090                           $856,445

SHAREHOLDERS EQUITY
Common Stock, Par Value $.10 per share;
 1,500,000 shares authorized; 970,135
 issued; 942,387 outstanding                                         97,014                             97,014

Paid-in-Surplus                                                   1,169,645                          1,169,645
Deficit                                                          (1,679,582)                        (1,675,082)
Treasury Stock (27,748 shares)                                     (112,420)                          (112,420)
                                                                   ---------                          ---------
Total Shareholders' Equity                                         (525,343)                          (520,843)
TOTAL LIABILITIES & SHAREHOLDERS'
 EQUITY                                                             $397,747                           $335,602
                                                                    ========                           ========
</TABLE>


See accompanying Notes to Consolidated Condensed Financial Statements.

                                       2


<PAGE>



                              EXOTECH INCORPORATED
                 CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                      1997                              1996
                                                  THREE MONTHS                      THREE MONTHS
                                                     ENDED                             ENDED
                                                  SEPTEMBER 30                      SEPTEMBER 30
                                                ----------------                  --------------
<S> <C>
REVENUES

Contract Sales                                       $ 51,935                          $110,796

EXPENSES

Direct Labor                                            4,994                               654
Overhead                                                7,764                               786
Materials                                                 585                                -
General & Administrative                                1,758                               144
Inventory Costs                                        32,075                            98,712
                                                       ------                           -------

Cost of Contract Sales                                 47,176                           100,296

Operating Income (Loss)                                 4,759                            10,500

Other Revenue (Expenses):                                   -                                 -

Interest & Other                                       (9,257)                           (7,130)

NET INCOME BEFORE TAXES                                (4,498)                            3,370

State Income Tax                                            -                                 -
NET INCOME (LOSS)                                      (4,498)                            3,370

Weighted Average Number of
Common Stock Outstanding                              942,387                           942,387

EARNINGS (LOSS) PER
COMMON SHARE                                            (.005)                             .004
DIVIDENDS PER COMMON SHARE                               NONE                               NONE
</TABLE>


See accompanying Notes to Consolidated Condensed Financial Statements.
These statements have been prepared from the books of account without audit.

                                       3


<PAGE>


                      EXOTECH INCORPORATED AND SUBSIDIARY
                          STATEMENT OF CASH FLOWS FOR
                        THREE MONTHS ENDED SEPTEMBER 30,

<TABLE>
<CAPTION>
                                                                                 1997                       1996
                                                                                 ----                       ----
<S> <C>
CASH FLOWS FROM OPERATING TRANSACTIONS

Net Income (Loss)                                                             $ (4,498)                    $ 3,370
Add: Non cash Income Determinants
     Depreciation and Amortization                                                 260                         275
Add (Deduct): Changes in Current Assets & Liabilities
     (Increase) Decrease in Accounts Receivable                                  7,445                      (7,487)
     (Increase) Decrease in Prepaid Expenses                                      (114)                          6
     (Increase) Decrease in Inventory                                          (65,196)                    (28,355)
     Increase (Decrease) in Accts. Payable                                      15,856                      16,948
     Increase (Decrease) in Payroll/Emp. Benefits                                2,034                     (11,493)
     Increase (Decrease) in Accrued Interest                                     8,255                       7,130
                                                                               --------                    -------

Cash Provided By or (Used) For Operating Transactions                          (35,958)                    (19,606)

CASH FLOWS FROM FINANCING TRANSACTIONS:

Proceeds from Notes                                                             40,500                      30,000
Payment on Notes                                                                                            10,000
                                                                             ----------                  ---------
Cash Provided By or (Used For) Financing Transactions                           40,500                      20,000
CASH FLOWS FROM INVESTING TRANSACTIONS:

Deposits                                                                           -0-                         -0-
                                                                             ----------                  ---------
Cash Provided By or (Used For) Investing Transactions                              -0-                         -0-

INCREASE (DECREASE) IN CASH                                                      4,542                         394

CASH BALANCE - BEGINNING                                                         3,431                         105
                                                                              ---------                   --------
CASH BALANCE - ENDING                                                         $  7,973                    $    499
</TABLE>


                                       4


<PAGE>




                              EXOTECH INCORPORATED
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

NOTE 1.

In the opinion of Management, the accompanying unaudited consolidated condensed
financial statements contain all adjustments (consisting of only normal
recurring accruals) necessary to present fairly the financial position as of
September 30, 1997 and June 30, 1997 and the results of operations and changes
in financial position for the three months ended September 30, 1997 and 1996 of
Exotech Incorporated and its inactive wholly-owned consolidated subsidiary,
Exotech Research & Analysis, Inc. There are no significant intercompany
transactions.

NOTE 2.

Per share computations have been based on the weighted average shares
outstanding of 942,387 for the three months ended September 30, 1997 and 1996.

NOTE 3.

Notes Payable at September 30, 1997 consist of four demand notes of $100,000,
$8,000 and $47,000, payable with interest at 8.5% per annum to three of the
Company's former directors. In addition, notes amounting to $250,794 are payable
with interest at 8.5% per annum to one officer/employee. Periodically, the
Company has obtained producer loans from Spiral Biotech, Inc. that are secured
by inventory instruments (bacteria colony counters). At September 30, 1997,
there was an outstanding Producer Loan of $20,000 with interest at 9% per annum.
This loan may be prepaid, in whole or in part, at any time, without penalty.

NOTE 4.

Inventory cost shown in the cost of sales represents the cost of production of
goods sold that were incurred in the prior fiscal year.

                                       5


<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
                                           1997              1997                     1997                 1996
                                           -------           -------                -------              --------
<S> <C>
Net Sales                                  $51,935           $108,001               $51,935              $110,796
Direct Cost & Overhead                      13,343              5,886                13,343                 1,440
General & Administrative Expense             1,758                805                 1,758                   144
Inventory Cost                              32,075             84,921                32,075                98,712
Cost of Sales                               47,176             91,612                47,176               100,296
Interest & Other                             9,257             14,180                 9,257                 7,130
Inventory Adjustment                            --            281,117                    --                    --
</TABLE>



<PAGE>


I.        CHANGE IN FINANCIAL POSITION IN THE THREE MONTHS
          ENDED SEPTEMBER 30, 1997.

          In the three months period ended September 30, 1997, a decrease of
          working capital of $4,238 resulted from a net loss from operations of
          $4,498 and non-fund charges of $260. A loan of $20,000 was obtained
          from Spiral Biotech, Inc.. It is secured by the work-in-progress
          inventory of Autoplate instruments being produced under a purchase
          order from the lender for a total of $180,000. The pay down of the
          loan is scheduled out of the receipts for the instruments as they are
          delivered. The order covers thirty instruments, the last of which is
          to be delivered in December 1997. The loan will be repaid in full at
          the delivery of the twelfth unit in October 1997. Additional financing
          in the amount of $20,500 was obtained by a loan from an
          officer/employee.

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

          Revenue for the quarter ended September 30, 1997, was lower by $58,861
          or 53% than the results one year earlier. Operating costs were lower
          in the most recent quarter by $53,120 or 53% compared to the prior
          year. The result was an operating profit of $4,759 and a net loss of
          $4,498 compared to a net profit of $3,370 in the quarter ended one
          year earlier. The large variations shown in the period-to-period
          comparison are principally related to the phase of the product
          manufacturing that characterizes the three month period. In the most
          recent quarter, production of a new lot of thirty Autoplate
          instruments was begun, requiring substantial effort and expenditures
          for purchased parts and materials. This activity is reflected in the
          increase of about $65,000 in inventory value. Sales in the period were
          principally calibration, maintenance and repair services with only two
          instrument products delivered. In the same period of the prior year,
          the manufacturing cycle was further advanced so that eight new
          instruments were delivered, accounting for $48,000 of the sales in the
          period.

          In the opinion of Management, the increased backlog of orders for the
          Company's products and continued stringent control of costs will
          provide for improved results in the following quarter.

                                       7


<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, 1997 was $350,000, an
increase of $150,000 from the backlog of the preceding quarter ended June 30,
1997.

ITEM 6 (B)

No reports on Form 8-K were filed in this quarter, ended September 30, 1997.

                                       8


<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:        November 18, 1997

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


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