FORM 10-K

                    SECURITIES AND EXCHANGE COMMISSION
                                     
                          Washington, D. C. 20549

(X)  ANNUAL  REPORT  PURSUANT TO SECTION 13 OR 15  (d)  OF  THE  SECURITIES
EXCHANGE ACT OF 1934 for the fiscal year ended March 31, 1997

(   )  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: 0-12716

                       Novitron International, Inc.
(Exact name of registrant as specified in its charter)

Delaware                                                  04-2573920
(State of incorporation)                          (IRS Employer ID Number)

One Gateway Center, Suite 411, Newton, Massachusetts                02158
 (Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code:         (617) 527-9933


Securities registered pursuant to Section 12(b) of the Act:     None

Securities  registered pursuant to Section 12(g) of the Act: Common  Stock,
$.01 par value

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 requirement for the past 90 days. Yes  x  No __

Indicate by check mark if disclosure of delinquent filers pursuant to  Item
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.  [  ]

The  aggregate  market  value  of the voting  Common  Stock  held  by  non-
affiliates  of  the registrant was approximately $3,640,000  based  on  the
average price of the Common Stock as reported by NASDAQ on June 24, 1997.

As of June 24, 1997, there were 1,323,480 shares of the Registrant's Common
Stock issued and outstanding.

Documents  Incorporated  by  Reference: Portions  of  the  Company's  Proxy
Statement for its 1997 Annual Meeting into Part III of Form 10-K.



<PAGE>

				Novitron International, Inc.

                        ANNUAL REPORT ON FORM 10-K
                     For the Year Ended March 31, 1997

                             Table of Contents
                                                            Page
                                  PART I

Item 1    Business                                                1

Item 2    Properties                                              9

Item 3    Legal Proceedings                                      10

Item 4    Submission of Matters to a Vote of Security Holders    10
                                     
                                  PART II

Item 5    Market Price for Registrant's Common Equity and
          Related Stockholder Matters                            11

Item 6    Selected Financial Data                                12

Item 7    Management's Discussion and Analysis of Financial
          Condition and Results of Operations                    13

Item 8    Financial Statements and Supplementary Data            17

Item 9    Changes in and Disagreements with Accountants
          on Accounting and Financial Disclosure                 17

                                 PART III

Item 10   Directors and Executive Officers of the Registrant     18

Item 11   Executive Compensation                                 18

Item 12   Security Ownership of Certain Beneficial Owners
          and Management                                         18

Item 13   Certain Relationships and Related Transactions         18

                                  PART IV

Item 14   Exhibits, Financial Statement Schedules and
          Reports on Form 8-K                                    19

Signatures                                                       20





<PAGE>

PART I


Item 1.  Business

       Novitron  International,  Inc. (the "Company")  is  a  multinational
corporation   focusing   operations  on  the  development   of   scientific
instrumentation used in medical and analytical laboratories and in  process
monitoring in industry. The Company's Dutch subsidiary, Vital Scientific NV
("Vital  Scientific"),  designs and manufactures  scientific  and  clinical
laboratory  instrumentation  marketed worldwide  through  distributors  and
strategic  partnerships.  The  Company's  Dutch  subsidiary,  NovaChem   BV
("NovaChem"),  develops  and markets process monitoring  spectrophotometers
with  applications  in petrochemical and pharmaceutical production  and  in
environmental   monitoring.   The  Company's  subsidiary,   Clinical   Data
(Australia)  Pty. Ltd. ("Clinical Data Australia"), distributes  diagnostic
instruments and assays in the South Pacific and Southeast Asia.

Company History

     Novitron International, Inc. was established in 1972 as Clinical Data,
Inc.   to   develop  and  market  ambulatory  electrocardiographic  ("ECG")
monitoring  technology.  In  1983, through a series  of  acquisitions,  the
Company  grew to over $14 million in revenue. As the Company believed  that
future  growth  was limited, these businesses were sold or discontinued  in
1990 and 1991.

      In  1984,  the Company acquired a thirty-three percent  (33%)  equity
interest in Vital Scientific. From 1985 to 1991, the Company increased  its
equity  position  in  Vital Scientific to the present  ninety-four  percent
(94%).

      In  June  1992, the Company invested in NovaChem BV, a Dutch  company
formed   to   develop  and  market  spectrophotometric  process  monitoring
technology. In March 1995, NovaChem BV became a wholly owned subsidiary  of
the Company.

      In  April 1994, to better reflect the Company's diversification  into
industrial  process and environmental monitoring technology, the  Company's
name was changed from Clinical Data, Inc. to Novitron International, Inc.


<PAGE>

VITAL SCIENTIFIC NV

       Vital   Scientific,  established  in  1956  and   headquartered   in
Spankeren/Dieren,  The  Netherlands,  is  the  nucleus  of  the   Company's
operations.   Vital   Scientific  designs,  develops,   manufactures,   and
distributes   scientific   instrumentation  for  medical   and   industrial
applications.  The  subsidiary's principal  products,  marketed  under  the
"Vitalab"  tradename, are automated and semi-automated  clinical  chemistry
analyzers used in medical laboratories.

      Vital  Scientific  maintains  a research  and  development  group  of
fourteen professionals augmented by contract personnel and the TNO  Product
Centre,  the Netherlands organization for applied scientific research.  The
Company  has  in-house  expertise  in the  disciplines  of  mechanical  and
electronic  engineering  and software system design  and  programming.  Its
machining  and  electronic assembly operations are  CNC  based  and  highly
automated.  Vital  Scientific  manufactures  precision  metal  and  plastic
mechanical  components  to  the high tolerances  required  in  optical  and
electromechanical instrumentation.

      In  January  1996,  Vital Scientific signed an agreement  with  Hycor
Biomedical, Inc. of Irvine, California for the design and manufacture of an
automated  instrument tailored for use with Hycor's allergy and  autoimmune
diagnostic  assays. The agreement, which covers a four-year  period,  calls
for  the  exclusive  worldwide distribution  of  the  instrument  by  Hycor
Biomedical.  The collaboration with Hycor Biomedical offers the opportunity
to  diversify  Vital Scientific's instrumentation knowledge base  into  new
diagnostic fields. The first unit was exhibited at the Medica in Dusseldorf
Germany in November of 1996.

     During fiscal 1996, Vital Scientific obtained ISO 9002 certification
and is expecting ISO 9001 approval in the coming year.

Marketing and Distribution

      During  the  past  fiscal year, E. Merck continued to  represent  the
primary  distribution channel for instruments designed and manufactured  by
Vital  Scientific. Sales to E. Merck represented approximately seventy-five
percent  (75%)  and  eighty-four percent (84%) of  the  Company's  revenues
during fiscal 1997 and 1996, respectively.
     Vital  Scientific sales to E. Merck and its agencies  are  continuing,
but  are  lower  than specified in contractual agreements between  the  two
companies.  The Company has retained German and U.S. counsel to advise  the
Company on certain defaults in these agreements. The Company believes that,
as  a result of such defaults, the damages to the Company are considerable.
The Company is presently in negotiation with this customer and is hoping to
settle amicably all outstanding issues.
     Vital Scientific also maintains a dealer network for marketing certain
of  the  subsidiary's products in Europe, the Far East, China  and  Russia.
Vital  Scientific  has made significant progress during the  past  year  in
enhancing  this  distribution  channel.   In  addition  to  the  new  Hycor
Biomedical relationship noted above, the Company is actively seeking  other
strategic alliances for the distribution of its products.

<PAGE>


Product Development

      During  fiscal 1997, 1996, and 1995, the Company spent  approximately
$1,698,000,  $1,110,000,  and  $1,217,000, respectively,  on  research  and
development at Vital Scientific.

      Seven new models of clinical laboratory analyzers have been developed
in  the  past  eight (8) years; the MicroLab 200, the Vitalab Eclipse,  the
Vitalab Eclipse Plus, the Vitalab Eclair, the Vitalab Selectra, the Vitalab
Selectra II and the HYTEC 228. The top-of-the-line Vitalab Selectra II is a
patient selective, high throughput clinical chemistry analyzer, capable  of
a  wide range of routine, immunologic and esoteric testing. The instrument,
designed  for use with reagent diagnostics from different sources,  targets
the  hospital and alternative care markets. Vital Scientific believes  that
the unique robotic features, the user-friendly interface and the wide range
of  applicable  reagents for the Vitalab Selectra  II  provide  its  target
market with state-of-the-art affordable "walk-away" testing capability.

      The  new  HYTEC-288 is the latest addition to the product range.  The
HYTEC-288 is a fully automated EIA immuno-assay system designed for allergy
and  autoimmune  disease testing. This "walk-away" instrument  permits  the
processing  of fifty (50) patient samples and two hundred and  eighty-eight
(288) test results in a single run.

     Research  and development efforts at Vital Scientific are expected  to
be  maintained at a constant level during fiscal 1998. The Company  intends
to  develop  new  products and/or services where the  Company  perceives  a
demand  and  believes  the product or service may be effectively  marketed.
There  is  no  assurance  that any developments  or  enhancements  will  be
successfully completed or that, if developed, any of the products  will  be
successfully marketed.

Competition

      In  developing instruments for dual-label and private label sales  by
third  parties,  and  in  marketing directly to distributors,  the  Company
competes with numerous other companies to establish relationships in Europe
and  the  United States. These include the Kollsman division of  the  Sequa
Corporation,  Wilj  International  and  many  other  smaller  European  and
American  companies.  The  Company  believes  that  it  competes   on   its
capabilities, the quality of its products, and its ability to produce in  a
timely fashion.

      In  the sale of clinical chemistry analyzers, the Company experiences
intense  competition in the marketplace. Worldwide there are  over  fifteen
companies,  many of which have substantially greater resources  than  Vital
Scientific.  The Company competes on the basis of specialized  features  of
its  technology, added value, simplicity of operation, high performance-to-
cost   ratio,  compatibility  of  instruments  with  reagents  of   various
manufacturers, and strategic marketing alliances.


<PAGE>

CLINICAL DATA (AUSTRALIA) PTY. LTD.

      Clinical  Data  Australia  was formed  in  July  1992  to  distribute
diagnostic  products  in  Australia, New Zealand, and  the  South  Pacific.
Clinical Data Australia also oversees Vital Scientific instrument sales  to
the  People's  Republic  of  China through a Hong  Kong  affiliate  of  the
Company, Linkyears International Ltd.

      Clinical  Data  Australia also provides the  Company  with  strategic
access  to  the diagnostics market. Australian medicine provides  an  ideal
blend of the characteristics found in Europe and the United States, and the
Company  was fortunate to have a capable marketing individual on-site.  The
Company's  competitors  also  use Australia as  a  "test  market"  for  new
products.

       To   support  these  strategic  marketing  activities,  the  Company
recognized the opportunity to establish a diagnostics distribution business
that  was  ideally  positioned  to  represent  smaller  European  and  U.S.
companies.

      Clinical  Data Australia currently represents the following companies
in Australia:

		  Hycor Biomedical - Urinalysis systems and consumables
              E. Merck - Clinical chemistry reagents
              Heinrich Amelung GmbH - Coagulation analyzers
              Nycomed Pharma - QC sera and Cell biology products
              R&R Mechatronics - ESR analyzers
              Vital Scientific - Clinical chemistry analyzers
              Medical Specialties International - Hematology controls
              Sigma Diagnosticsr - Wide range of diagnostics

      The Hycor Biomedical line was launched in 1995 and has proven to  be
very  successful. The product is the leading urinalysis system in Australia
with a market share of approximately 65%.

      Beginning in January 1996, Clinical Data Australia has been appointed
the exclusive distributor in Australia for Sigma Diagnosticsr. This company
had  operated  as a catalogue based supplier with a number of non-exclusive
distributors.

      Sales  to  Linkyears  International Ltd. destined  for  the  People's
Republic  of  China represented approximately six percent  (6%)  and  seven
percent  (7%)  of  the  Company's revenues during  fiscal  1997  and  1996,
respectively.


<PAGE>


NOVACHEM BV

     NovaChem was established in August 1992 to develop and market on-line,
real-time,  spectrophotometric  industrial  process  monitors.  Located  in
Spankeren/Dieren,  The  Netherlands, NovaChem has  developed  a  series  of
applications  for  the use of diode-array spectroscopy  which  include  the
monitoring  of  Claus Plant sulfur recovery; chlorine production;  and  the
measurement  of  sulfur dioxide, oxides of nitrogen, and ammonia  in  stack
emissions.  The  technology has also been proven effective  in  controlling
ethylene  glycol manufacture, refining cobalt, and monitoring the clean-in-
place process in the production of pharmaceuticals.

      In  January  1996,  NovaChem introduced the Mark  II  -  IPM  Process
Analyzer,  a  new generation of industrial process monitors.  Designed  and
developed by NovaChem, the Mark II - IPM represents a major step forward in
the  advancement of state-of-the-art solid state, fiber-optic,  diode-array
technology specifically designed for process control applications.

     The IPM Mark II provides major advancements in spectroscopic hardware,
user  interface,  and  chemometric software  as  compared  to  conventional
systems. In addition, the new Mark II - IPM Process Analyzer complies  with
all requirements necessary to obtain the CE marking. This new generation of
diode-array process analyzers expands the company's proprietary  technology
base.

      NovaChem's  products are production engineered  and  manufactured  by
Vital Scientific.

Marketing and Distribution

      The market for process monitoring instrumentation has evolved from  a
demand  for  on-line,  real-time analytical  techniques  similar  to  those
employed in the industrial laboratory. The market, international in  scope,
is  driven by solving specific processing application problems. The  market
is  characterized  by many small niches with specialized  vendors.  Success
factors   in  this  market  include  an  in-depth  knowledge  of   end-user
processing,  active product development, international market targeting,  a
reputation for stability and service, and strategic planning.

      NovaChem's  technology  is marketed in North America,  Europe,  South
America   and   Asia,   through  established  dealers  and   manufacturer's
representatives representing the process monitoring industry.

     In  January 1997, NovaChem signed a series of agreements with  Houston
Atlas,   Inc.  for  development  and  exclusive  distribution  of   certain
petrochemical and refining applications of the NovaChem proprietary  diode-
array process monitoring technology. Houston Atlas of Dallas, Texas,  is  a
subsidiary  of  Thermo Instrument Systems, Inc. a leader in  the  field  of
process  monitoring  in the hydrocarbon industry, which includes  refining,
petrochemical and natural gas processing and transport.

<PAGE>

Product Development

     During fiscal 1997 and 1996, NovaChem spent approximately $124,000 and
$144,000,  respectively, on research and development. Resources  were  also
used  for  the  development of related sampling systems necessary  for  the
coupling of the diode-array monitor to the process line.

Competition

      In  developing  and  marketing instruments  for  process  monitoring,
NovaChem  competes  with many companies in Europe and  the  United  States.
These  include  Ametek,  Applied Systems, Western  Research,  and  numerous
others.  The  Company believes that it competes on the basis of specialized
features  of  its technology, simplicity of operation, high performance-to-
cost ratio, and quality of its products. The above notwithstanding, many of
its  competitors  have  greater  financial  and  marketing  resources  than
NovaChem.



OTHER BUSINESS MATTERS

Government Regulation

      Where  necessary,  the  Company has obtained government  approval  to
market  its  products  and  may have to obtain prior  approval  of  certain
European  regulatory bodies or the Food and Drug Administration ("FDA")  to
market  products  which  it  may  develop.  Domestically,  certain  of  the
Company's  products  are classified as medical devices  under  the  Federal
Food,  Drug  and  Cosmetics Act. As such, if and when  these  products  are
offered  for  sale  in  the United States, these products  are  subject  to
regulation by the FDA. The cost of obtaining such approvals may be high and
the  process  lengthy,  with  no assurance  that  such  approvals  will  be
obtained.

      To  date, neither the FDA nor the European medical regulatory  bodies
have  developed  industry-wide performance standards with  respect  to  the
safety and effectiveness of the products presently marketed by the Company.
Although  the  Company  intends to use reasonable efforts  to  comply  with
international standards, when and if developed, there can be  no  assurance
that  all  the  Company's products will so comply. Any failure  to  receive
approvals  for  the  Company's future products, or noncompliance  with  any
international performance standards promulgated in the future, could have a
material adverse effect on the Company. Furthermore, any material change in
the  existing rules and regulations or any new regulations developed  might
adversely affect the Company.

      The  Company's  subsidiaries comply with European CE regulations  and
Vital Scientific is ISO 9002 approved.


<PAGE>

     The instruments developed by NovaChem for the environmental market may
now or in the future require certification by governmental authorities. Any
failure  to  receive  approvals for such products  could  have  a  material
adverse effect on this investment.

Patents

     The Company or its subsidiaries either own or have applied for patents
and  trademarks on certain of their products. However, the Company does not
believe  that  its  business as a whole is or will be materially  dependent
upon  the  protection  afforded  by  such  patents  or  trademarks,  and  a
substantial majority of the Company's revenues are attributable to products
without patent protection.

Warranty and Product Liability

      After  an in-depth evaluation of the potential liabilities  from  the
sales  of  instrumentation and the high premium costs related thereto,  the
Company  decided  to self-insure. The Company believes that  the  potential
risk  from international instrumentation sales is low in view of  its  past
loss experience and the Company's belief that there are no present material
claims from existing operations.

      Warranty  expenses during fiscal 1997 were approximately one  percent
(1.0%) of product revenue versus one and one-half percent (1.5%) for fiscal
1996.

Production and Availability of Raw Materials

      The Company's manufacturing operations require a variety of purchased
components. The Company purchases these components in sufficient quantities
to  take  advantage  of  price  discounts and  currently  has  an  adequate
inventory.  Most of the components are available from multiple sources  and
the  Company  anticipates that they will continue to be readily  available.
Certain components and supplies are available from single sources only.  If
such  suppliers  should  fail  in deliveries, delays  in  production  could
result.   However,  these  components  and  supplies  are   generally   not
manufactured  to the Company's specifications, but are produced  for  other
applications,  and  the  Company believes that they  will  continue  to  be
available  in  the  foreseeable  future. In addition,  the  Company,  where
appropriate,  has placed scheduled blanket purchase orders,  has  placed  a
sufficient number of such components in inventory, or has provided  vendors
with greater lead time for filling orders for such components.

Backlog

      At the close of the fiscal year ended March 31, 1997, the Company had
a  backlog of approximately $1,478,000 as compared to $783,000 in 1996.  It
is anticipated that all of the existing backlog will be filled by shipments
during fiscal 1998. Deliveries are now being made within 30 days after  the
receipt of an order.

<PAGE>


Seasonality

      The  Company  does not believe that its business has any  significant
seasonal factors.
     
Employees

      The  Company  had  one  hundred and nine (109) full,  part-time,  and
contract  employees  as  of  March 31, 1997. One  hundred  (100)  of  these
employees are employed by Vital Scientific, two (2) at NovaChem,  five  (5)
at   Clinical  Data  Australia,  and  two  (2)  are  employed  by  Novitron
International, Inc.

Environmental matters

      The  Company does not believe that compliance with Federal, State  or
Local  regulations relating to the protection of the environment  have  any
material effect on the Company's financial or competitive position.

Significant Customers
     
      The  loss  of  the Company's major customer would have a  significant
material adverse impact on the Company.

Industry Segments

      The  information required by this section is specified in Note 13  in
the accompanying notes to consolidated financial statements.
     
<PAGE>

Executive Officers of the Registrant

      Subject  to the discretion of the Board of Directors, officers  serve
for a one (1) year term expiring with the meeting of the Board of Directors
following  the  next  Annual  Meeting  of  Stockholders  and  until   their
respective successors are elected and qualified.

      Israel M. Stein, M.D., 54, has served as Chairman of the Board  since
1972  and  as  President  from 1972 until February 1988,  and  again  since
February  1989. Dr. Stein is a graduate of the Albert Einstein  College  of
Medicine, a member of Alpha Omega Alpha, and is a Salk Scholar of the  City
University  of  New York. Before joining the Company, Dr. Stein  served  as
Senior  Assistant Surgeon at the National Institutes of  Health  and  as  a
resident at Harvard Medical School.

      Adrian  Tennyenhuis,  46, Senior Vice President  of  the  Company  is
currently also the Managing Director of Clinical Data (Australia) Pty. Ltd.
Mr.  Tennyenhuis was formerly the Managing Director of Vital Scientific  NV
from  1989 to 1991. Before joining the Company, he held increasingly senior
sales and marketing positions with Behring Diagnostics.

     Emile Hugen, 52, has been the Managing Director of Vital Scientific NV
since   October   1991.  With  over  25  years  of  increasing   management
responsibility  in  manufacturing and operations at Vital  Scientific,  Mr.
Hugen is an experienced operating officer of the Company.

Item 2.  Properties

      The Company leases approximately 1,000 square feet of office space in
Newton under a lease expiring in December, 2000.

      Vital  Scientific leases approximately 35,000 square feet in  Dieren,
The  Netherlands. The facility was designed specifically for the  Company's
needs,  but was financed entirely by an unrelated third party. The facility
is leased until the year 2008 with renewal and expansion options.

      NovaChem occupies approximately 1,000 square feet of office space  in
Newton  and  a small office in Dieren, The Netherlands under  a  series  of
short term leases.

      Clinical Data Australia occupies approximately 2,000 square  feet  of
office and warehousing space in Castle Hill, New South Wales under a  lease
expiring in January 2000.

      The  Company  believes its current facilities are  adequate  for  its
planned needs in the near future.


<PAGE>


Item 3.  Legal Proceedings

     The Company has retained German and U.S. counsel to advise the Company
on certain defaults in a series of agreements between our Dutch subsidiary,
Vital Scientific NV, and its major customer, E. Merck. The Company believes
that its claims are meritorious and that, as a result of such defaults, the
damages  to  the  Company  are considerable. The Company  is  presently  in
negotiation  with this customer to settle amicably all outstanding  issues.
There can be no assurances, however, that such discussions will result in a
solution  favorable  to  the Company. The Company,  therefore,  intends  to
pursue all available remedies advised by counsel.
     
Item 4.  Submission of Matters to a Vote of Security Holders

     None.

<PAGE>


PART II


Item  5. Market for Registrant's Common Equity and Related Security  Holder
Matters

a)    Market  information: The Company's Common Stock trades on the  NASDAQ
Stock  Market  under the symbol NOVI. The following table  sets  forth  the
range  of  high  and  low sale prices per share of Common  Stock  for  each
quarter in fiscal 1997 and 1996 as reported by the NASDAQ Stock Market.

<TABLE>
<CAPTION>
                                          Prices

Fiscal Year Ended March 31, 19971   High          Low
<S>                                 <C>           <C>
          First Quarter             $ 9.75        $ 4.69
          Second Quarter            $ 6.00        $ 2.63
          Third Quarter             $ 4.13        $ 1.69
          Fourth Quarter            $ 4.75        $ 2.63
<CAPTION>
Fiscal Year Ended March 31, 19961   High          Low
<S>                                 <C>           <C>
          First Quarter             $17.25        $13.50
          Second Quarter            $17.25        $13.13
          Third Quarter             $15.75        $ 8.63
          Fourth Quarter            $12.00        $ 7.50

<FN>
1    The prices are restated for the effects of a 1 for 3 reverse stock
     split on December 4, 1996.     
</FN>

</TABLE>

b)    The approximate number of holders of record and beneficial owners  of
the  Company's Common Stock at March 31, 1997 and March 31, 1996  were  299
and 1,300, and 299 and 1,300, respectively .

c)   The Company presently intends to reinvest earnings, if any, for use in
its business and therefore does not expect to pay any cash dividends in the
foreseeable future.


<PAGE>

Item 6.  Selected Financial Data

      The following table summarizes certain selected consolidated data and
should  be  read in conjunction with the consolidated financial  statements
and  related notes appearing elsewhere in this Form 10-K. No cash dividends
have been declared during the periods presented below.

<TABLE>
<CAPTION>
                                      Fiscal Year Ended March 31
                              (In thousands, except per share amounts)

                                   1997         1996        1995       1994      1993
Income Statement Data                                                      
<S>                            <C>        <C>          <C>       <C>          <C>  
Revenues                       $ 13,845   $   17,908   $ 16,818  $   11,920   $ 15,406
                                                                                      
Gross profit                   $  3,713   $    5,002   $  5,220  $    3,602   $  6,342
                                                                                      
Net income (loss)              $  (583)   $  (1,506)   $  (228)  $  (1,121)   $  1,344
                                                                                      
Net income (loss) per share    $  (.44)   $   (1.14)   $  (.17)  $    (.85)   $   1.02
                                                                                      
Weighted average common                                                               
  shares outstanding             1,323        1,323      1,327       1,322      1,316
                                                                               
<FN>
a  Per share amounts have been retroactively adjusted to reflect the 1:3
reverse stock split on December 4, 1996.
</FN>

<CAPTION>
Balance Sheet Data                                                     
<S>                            <C>        <C>         <C>       <C>          <C>            
Working Capital                $  4,120   $    5,277  $   7,334 $     3,214  $   6,552
Total Assets                   $  9,277   $   12,294  $  15,075 $    12,354  $  14,490
Long-Term Debt Obligations     $     41   $       54  $      98 $       104  $     129
Stockholders' Investment       $  5,100   $    6,192  $   7,981 $     7,040  $   8,551

</TABLE>


<PAGE>

Item 7.  Management's Discussion and Analysis of Financial Condition and
Results of Operations

Liquidity and Capital Resources

     The Company generated approximately $1,854,000 of cash from operations
during  the  fiscal  year  ended March 31,  1997.  The  increase  in  funds
generated  comes from the collection of accounts receivable and a reduction
in  inventory levels offset by a decrease in accounts payable  and  accrued
expenses. During fiscal year 1997, approximately $705,000 of cash was  used
by  the  Company  in  investing activities, mostly in capitalized  software
development costs and the purchase of equipment. Financing activities  were
immaterial  during the year ended March 31, 1997. The Company's sources  of
cash  include cash balances and a 2,000,000 Dutch Guilder standby  line  of
credit  from a Dutch bank. The Company believes that available  funds  will
provide it with sufficient working capital through fiscal year 1998.

      In  an  effort  to expand and diversify the Company's  business,  the
Company  continues  to  search  for  potential  acquisitions.  The  Company
currently  does  not  have  any understandings with  respect  to  any  such
opportunities and there can be no assurances that any potential situations,
if identified, will be consummated.

Results of Operations

Fiscal  Year ended March 31, 1997 compared to Fiscal Year ended  March  31,
1996

      Consolidated  revenues for fiscal year 1997 were  $13,845,000  versus
$17,908,000  for fiscal year 1996, a decrease of approximately twenty-three
percent  (23%). The decline is principally due to the default  of  a  major
customer, E. Merck, on a series of agreements coupled with an eight percent
(8%)  strengthening of the Company's primary functional currency, the Dutch
Guilder, against the U.S. dollar.

      The  gross margin decreased from 28% for fiscal year 1996 to 27%  for
fiscal  year  1997  primarily  because of  a  reduced  absorption  rate  of
manufacturing  overhead expenses. In addition, there was continued  pricing
pressure from a competitive market at Vital Scientific.

     Sales and marketing expenses decreased by $220,000, or sixteen percent
(16%)  from  fiscal year 1996. A reduction in expenditures was  responsible
for  eight percent (8%) of the decline while the strengthening of the Dutch
Guilder  contributed  to  the remainder of the decreased  expenses  between
years.  The  reduction  in  expense  resulted  principally  from  decreased
commissions on export sales at Clinical Data (Australia) and a decrease  in
the sales expenses at NovaChem BV.

      Research  and development charges, as shown on the income  statement,
increased $25,000 or two percent (2%) from fiscal year 1996. During  fiscal
year  1997,  the  Company  also  spent an additional  $502,000  which  were
capitalized  on the consolidated balance sheet pursuant to the precepts  of
Statement of Financial Standards No. 86 (see Note 1(n) in the Notes to  the
Consolidated Financial Statements).

<PAGE>

       General   and   administrative  expenses   decreased   $336,700   or
approximately fifteen percent (15%) from the similar period in fiscal  year
1996.  The  reduction was the result of ongoing cost containment procedures
implemented by the Company including decreased use of outside legal expense
coupled  with  the  eight percent (8%) strengthening of the  Dutch  Guilder
against the U.S. Dollar.

      Interest expense decreased for the annual period comparatives because
of   less  reliance  on  the  line  of  credit  than  in  the  prior  year.
Correspondingly, interest income declined as well because there were  fewer
funds available for investment. Other income and expense was basically  the
effect  of foreign currency transaction gains and losses on the results  of
operations.

     For fiscal 1997 and 1996, minority interest is attributable to the six
percent (6%) of Vital Scientific not held by the Company.

      The effect of foreign currency transaction exchange on the results of
operations is included in other income (expense) and is not material to the
financial  statements.  (Please refer to  Note  10  in  the  Notes  to  the
Consolidated  Financial Statements.) Any impact on the Company's  liquidity
is  largely  dependent  on the exchange rates in effect  at  the  time  the
predominant foreign functional currency, Dutch Guilders, is translated into
U.S.  Dollars.  Approximately $354,000 of the March  31,  1997  balance  of
$1,734,000   of  cash,  cash  equivalents  and  marketable  securities   is
denominated in U.S. Dollars. The effect of translation into U.S. Dollars is
reflected  as  a  separate  component of stockholders'  investment  in  the
balance   sheet.   The  cumulative  translation  exchange   adjustment   in
stockholders' investment is approximately two percent (2%) of total  assets
on  the  March 31, 1997 consolidated balance sheet. The effects of currency
exchange  rates  on future quarterly or fiscal periods on  the  results  of
operations are difficult to estimate.

      There  are no formal hedging procedures employed by the Company.  The
primary  risk  is  to  monetary  assets  and  liabilities  denominated   in
currencies other than the U.S. Dollar. Approximately $7.0 million  of  $7.2
million of current assets reside in the Company's foreign subsidiaries.


Fiscal  Year ended March 31, 1996 compared to Fiscal Year ended  March  31,
1995

      Consolidated  revenues  for  fiscal year  1996  of  $17,908,000  have
increased  six  and  one  half percent (6.5%) from  the  fiscal  year  1995
revenues of $16,818,000. The increase in revenues is primarily due  to  the
eight and one-half percent (8.5%) strengthening of the Company's functional
currency, the Dutch Guilder, against the dollar. Revenues improved at Vital
Scientific and Clinical Data Australia from increased sales volumes  to  E.
Merck  and to the People's Republic of China, respectively, but were offset
by  reduced sales volume of NovaChem technology. The Company did not derive
any substantial sales revenue from price increases.

      The  gross margin decreased from 31% for fiscal year 1996 to 28%  for
fiscal  year 1995 principally as a result of competitive pressure impacting
the selling price of certain Vital Scientific instruments.

<PAGE>
      Sales  and marketing expenses increased $274,000, or 25% from  fiscal
year  1995.  The  increases  are predominantly  located  at  Clinical  Data
Australia which had increased sales commissions due on larger sales and  at
Vital  Scientific which had increased warranty expenses as compared to  the
prior   year.   Costs  also  increased  because  of  the  Dutch   Guilder's
strengthening against the dollar.

      Research  and development charges declined by $208,000  or  14%  when
compared  to  the  prior year. This reduction was primarily  because  Vital
Scientific  entered  into  a collaborative research  agreement  with  Hycor
Biomedical,  who  is  absorbing certain research and  development  expenses
associated  with  the  development work performed on  the  above  mentioned
projects  (see  Part  I,  page  2), combined with  the  timing  of  certain
projects.

      General and administrative expenses also declined from last year. The
decrease  of $420,000 or 15.5% was a result of cost containment implemented
by the Company as well as a decreased use of outside consultants.

      The write-down of certain assets relating to NovaChem BV reflects the
Company's  judgment  that  the  carrying  value  of  goodwill  recorded  in
connection  with its investment in NovaChem BV was impaired  at  March  31,
1996  due  in  part  to  the fact that the technology  acquired  with  this
purchase became technologically obsolete with the introduction of the  Mark
II  -  IPM  Process Analyzer. In addition, the Company wrote off  inventory
which incorporated technology that was acquired in this investment.

     Interest income decreased and interest expense increased when compared
to  fiscal  year  1995.  The  Company had fewer funds  for  investment  and
borrowed funds under its line of credit.

     For fiscal 1996 and 1995, minority interest is attributable to the six
percent  (6%)  of  Vital Scientific not held by the Company.  Although  the
Company  owned  only  52% of NovaChem as of April  1,  1994,  the  minority
interests were unable to fund their share of losses so, in accordance  with
APB  No.  18  and  Accounting Research Bulletin No.  51,  the  Company  was
required  to  recognize all of the losses of NovaChem  during  fiscal  year
1996.  As  of March 31, 1995, NovaChem became a wholly-owned subsidiary  of
the Company.

      The effect of foreign currency transaction exchange on the results of
operations is included in other income (expense) and is not material to the
financial  statements.  (Please refer to  Note  10  in  the  Notes  to  the
Consolidated  Financial Statements.) Any impact on the Company's  liquidity
is  largely  dependent  on the exchange rates in effect  at  the  time  the
functional  currency,  Dutch  Guilders, is translated  into  U.S.  Dollars.
Approximately  $871,000 of the $1,019,000 of cash and cash equivalents  and
marketable  securities  is  denominated in  U.S.  Dollars.  The  effect  of
translation  into  U.S.  Dollars is reflected as a  separate  component  of
stockholders'  investment in the balance sheet. The cumulative  translation
exchange  adjustment  in  stockholders' investment  is  six   and  one-half
percent  (6.5%) of the total assets as reflected on the balance sheet.  The
effects of currency exchange rates on future quarterly or fiscal periods on
the results of operations are difficult to estimate.

<PAGE>
There  are  no  formal  hedging procedures employed  by  the  Company.  The
primary  risk  is  to  monetary  assets  and  liabilities  denominated   in
currencies other than the U.S. Dollar. Approximately $10.3 million of the
$11.1   million   of  current  assets  reside  in  the  Company's   foreign
subsidiaries.

Item 8. Financial Statements and Supplementary Data

      See Index to the Company's Financial Statements filed as part of this
Form 10-K.

Item  9.  Changes in and Disagreements with Accountants on  Accounting  and
Financial Disclosure

     None.



<PAGE>

PART III


Item 10.  Directors and Executive Officers of the Registrant

      The information required by this item is contained in part under  the
caption  "Executive Officers of the Registrant" in Part I  hereof  and  the
remainder is incorporated herein by reference to the table appearing  under
the  caption "Election of Directors" in the Company's definitive 1997 Proxy
Statement  for its Annual Meeting of Stockholders to be held  on  September
15, 1997.

Item 11.  Executive Compensation

      The  information  required  by this item is  incorporated  herein  by
reference  to the section entitled "Compensation of Executive Officers"  in
the  Company's  definitive 1997 Proxy Statement for its Annual  Meeting  of
Stockholders to be held on September 15, 1997.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

      The  information  required  by this item is  incorporated  herein  by
reference  to  the  tables  appearing under  the  captions  "Principal  and
Management  Stockholders" in the Company's definitive 1997 Proxy  Statement
for its Annual Meeting of Stockholders to be held on September 15, 1997.

Item 13.  Certain Relationships and Related Transactions

      The  information  required  by this item is  incorporated  herein  by
reference  to the section entitled "Certain Transactions and Relationships"
in  the Company's definitive 1997 Proxy Statement for its Annual Meeting of
Stockholders to be held on September 15, 1997.


<PAGE>

PART IV


Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

     (a)  Documents filed as part of this Form 10-K

          1.    Financial Statements.  The Financial Statements  listed  in
          the  Index to Consolidated Financial Statements are filed as part
          of this Form 10-K.
     
          2.    Financial  Statement  Schedules.  The  Financial  Statement
          Schedules   listed   in  the  Index  to  Consolidated   Financial
          Statements are filed as part of this Form 10-K.
     
          3.    Exhibits.  The exhibits which are filed with this Report or
          which  are  incorporated herein by reference are  listed  in  the
          Exhibit Index filed as part of this Form 10-K.

     (b)  Reports on Form 8-K

           Report  on Form 8-K filed during the fourth quarter ended  March
           31, 1995.


<PAGE>

SIGNATURES

      Pursuant to 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.

          NOVITRON INTERNATIONAL, INC.




                                        Israel M. Stein, M.D.
                                        Israel M. Stein, M.D.
Dated:  June 27, 1997                   Chairman of the Board


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 in the capacities and on the dates indicated.



Date:  June 27, 1997                    Israel M. Stein, M.D.
                                        Israel M. Stein, M.D.
                                        Chairman of the Board
                                        Principal Executive Officer



Date:  June 27, 1997                    Arthur B. Malman
                                        Arthur B. Malman
                                        Director



Date:  June 27, 1997                    Gordon Baty, Ph.D.
                                        Gordon Baty, Ph.D.
                                        Director



<PAGE>

               Novitron International, Inc. AND SUBSIDIARIES


                INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



Consolidated Financial Statements                           Page

Report of Independent Public Accountants                     21

Consolidated Balance Sheets at March 31, 1997 and 1996       22

Consolidated Statements of Operations for the Years Ended
March 31, 1997, 1996 and 1995                                24

Consolidated Statements of Stockholders' Investment for the
Years Ended March 31, 1997, 1996 and 1995                    25

Consolidated Statements of Cash Flows for the Years Ended
March 31, 1997, 1996 and 1995                                26

Notes to Consolidated Financial Statements                   29


Consolidated Financial Statement Schedule

Schedule II - Valuation and Qualifying Accounts              43





<PAGE>
                                     
                 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                                     
To Novitron International, Inc.:

       We  have  audited  the accompanying consolidated balance  sheets  of
NOVITRON  INTERNATIONAL, INC. (a Delaware corporation) and subsidiaries  as
of  March  31,  1997 and 1996, and the related consolidated  statements  of
operations, stockholders' investment and cash flows for each of  the  three
years  in  the period ended March 31, 1997. These financial statements  are
the  responsibility of the Company's management. Our responsibility  is  to
express an opinion on these financial statements based on our audits.

       We  conducted  our  audits  in accordance  with  generally  accepted
auditing  standards.  Those standards require that we plan and perform  the
audit to obtain reasonable assurance about whether the financial statements
are  free of material misstatement. An audit includes examining, on a  test
basis,  evidence  supporting the amounts and disclosures in  the  financial
statements.   An  audit  also includes assessing the accounting  principles
used  and  significant estimates made by management, as well as  evaluating
the  overall financial statement presentation. We believe that  our  audits
provide a reasonable basis for our opinion.

       In  our  opinion, the financial statements referred to above present
fairly,  in  all  material  respects, the financial  position  of  Novitron
International, Inc. and subsidiaries as of March 31, 1997 and 1996, and the
results  of  their operations and their cash flows for each  of  the  three
years  in  the  period ended March 31, 1997, in conformity  with  generally
accepted accounting principles.

       Our  audits were made for the purpose of forming an opinion  on  the
basic  consolidated  financial statements taken as a  whole.  The  schedule
listed  in  the index to the consolidated financial statements is presented
for  purposes  of  complying with the Securities and Exchange  Commission's
rules  and is not part of the basic financial statements. The schedule  has
been  subjected  to the auditing procedures applied in the  audits  of  the
basic  financial  statements and, in our opinion,  fairly  states,  in  all
material  respects, the financial data required to be set forth therein  in
relation to the basic financial statements taken as a whole.

                                             ARTHUR ANDERSEN LLP


Boston, Massachusetts
June 9, 1997


<PAGE>
<TABLE>           
                        CONSOLIDATED BALANCE SHEETS
                                     
                          MARCH 31, 1997 AND 1996
                                     
<CAPTION>                                     
                                     
ASSETS                                                   
                                                         
                                                 1 9 9 7     1 9 9 6
CURRENT ASSETS: 
<S>                                          <C>           <C>        			                                          
  Cash and cash equivalents                  $ 1,634,270   $   485,029
  Marketable securities                           99,472       349,043
  Accounts receivable, less                                           
    reserves of $102,000 and $119,000                                 
    in 1997 and 1996, respectively             2,546,221     4,760,880
  Inventories                                  2,526,389     4,615,179
  Prepaid expenses                               280,915       186,530
  Other current assets                            83,257       142,073
       Total current assets                    7,170,524    10,538,734
                                                                      
EQUIPMENT, at cost:                                                   
  Manufacturing and computer equipment         1,896,433     2,999,413
  Furniture and fixtures                         403,882       866,606
  Leasehold improvements                         232,237       261,565
  Vehicles                                       101,818       109,854
                                               2,634,370     4,237,438
  Less: Accumulated depreciation                                      
    and amortization                           2,053,108     3,387,058
                                                 581,262       850,380
OTHER ASSETS, net                                816,047       371,380
                                             $ 8,567,833   $11,760,494
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>
<PAGE>


<TABLE>
                        CONSOLIDATED BALANCE SHEETS
                                     
                          MARCH 31, 1997 AND 1996
                                     
                                (Continued)
                                     
                                     
<CAPTION>
  LIABILITIES AND STOCKHOLDERS' INVESTMENT                
                                              
                                             1 9 9 7     1 9 9 6
  CURRENT LIABILITIES:                                            
  <S>                                     <C>              <C>          
   Short-term notes payable and                                      
    current portion of long-term debt     $      54,375    $   55,938
    Accounts payable                          1,464,128     3,068,839
    Accrued expenses                          1,219,551     1,566,139
    Customer advances                           193,572       220,115
    Accrued income taxes                         33,287       180,400
          Total current liabilities           2,964,913     5,091,431
  LONG - TERM DEBT, net of current                                   
   portion                                       41,029        53,563
  DEFERRED TAXES                                347,993       170,420
  MINORITY INTEREST                             240,830       252,935
                                                                     
  COMMITMENTS AND CONTINGENCIES:                                     
    (Note 5)                                                         
                                                                     
  STOCKHOLDERS' INVESTMENT:                                          
    Preferred stock, $.01 par value,                                 
      Authorized: 1,000,000 shares                                   
      Issued and outstanding: none                 -             -
    Common stock, $.01 par value,                                    
      Authorized: 6,000,000 shares                                   
      Issued and outstanding: 1,323,480          13,235        13,235
      shares
    Capital in excess of par value            4,882,375     4,882,375
    Cumulative translation adjustment           148,696       785,223
    Retained earnings (deficit)                (71,238)       511,312
         Total stockholders' investment       4,973,068     6,192,145
                                            $ 8,567,833   $11,760,494

<FN>
The accompanying notes are an integral part of these consolidated
financial statements.
</FN>
</TABLE>
                                     
<PAGE>
<TABLE>
                                     
                   CONSOLIDATED STATEMENTS OF OPERATIONS
                                     
             FOR THE YEARS ENDED MARCH 31, 1997, 1996 AND 1995
                                     
                                     
                                     
 <CAPTION>                                                          
                                       1 9 9 7        1 9 9 6       1 9 9 5
  <S>                                <C>           <C>           <C>                              
  REVENUES                           $ 13,845,483  $ 17,908,364  $ 16,818,276
  COST OF REVENUES                     10,132,189    12,906,518    11,598,567
            Gross profit                3,713,294     5,001,846     5,219,709
  OPERATING EXPENSES:                                                      
   Sales and marketing                  1,153,302     1,373,767     1,099,988
   Research and development             1,277,960     1,252,396     1,460,443
   General and administrative           1,950,567     2,286,951     2,707,526
   Write-down of certain assets                                             
    relating to NovaChem BV                                                 
    (Note 3)                                -         1,279,871        -
                                        4,381,829     6,192,985     5,267,957
  Loss from operations                   (668,535)   (1,191,139)      (48,248)
  Interest expense                        (38,154)     (106,622)      (59,511)
  Interest income                          52,579        63,979       112,713
  Other expense, net                      (18,545)      (61,723)      (13,777)
                                         (672,655)   (1,295,505)       (8,823)
  Provision for (Benefit from)                                              
  income taxes                            (78,000)      196,000       206,000
                                         (594,655)   (1,491,505)     (214,823)
  Minority interest                        12,105       (14,128)      (13,412)
  Net loss                           $   (582,550) $ (1,505,633) $   (228,235)
                                                                            
  Net loss per share                 $     (0.44)  $      (1.14) $      (0.17)
  Weighted average common                                                   
      shares outstanding               1,323,480      1,323,480     1,327,193
                                                      

<FN>
The accompanying notes are an integral part of these
consolidated financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT
                                        
                FOR THE YEARS ENDED MARCH 31, 1997, 1996 AND 1995
                                        
<CAPTION>                                        
                                    COMMON STOCK
                                          Capital in             Cumulative   Treasury     Retained
                                 Number    Excess of             Translation  Stock at     Earnings
                                of Shares  Par Value  Par Value  Adjustment     Cost      (Deficit)
<S>                             <C>        <C>        <C>        <C>          <C>        <C>
BALANCE at March 31, 1994       1,343,180  $  13,431  $5,140,615 $ (28,595)  $(330,550)  $ 2,245,180
                                                                                               
  Sale of common stock            5,067        51       17,313        -           -           -
                                                                                               
  Issuance of common stock in                                                                  
    connection with the                                                                        
    acquisition of additional
    interest in NovaChem          3,667        37       56,213        -           -           -
                                                                                               
  Retirement of treasury stock   (28,334)    (283)    (330,267)       -        330,550        -
                                                                                               
  Retirement of common stock      (100)       (1)      (1,499)        -           -           -
                                                                                               
  Translation adjustment            -          -          -       1,097,085       -           -
                                                                                               
  Net loss                          -          -          -           -           -       (228,235)
BALANCE at March 31, 1995       1,323,480    13,235   4,882,375   1,068,490       -       2,016,945
                                                                                               
  Translation adjustment            -          -          -       (283,267)       -           -
                                                                                               
  Net loss                          -          -          -           -           -      (1,505,633)
BALANCE at March 31, 1996       1,323,480    13,235   4,882,375    785,223        -        511,312
                                                                                               
  Translation adjustment            -          -          -       (636,527)       -           -
                                                                                               
  Net loss                          -          -          -           -           -       (582,550)
BALANCE at March 31, 1997       1,323,480  $  13,235  $4,882,375  $148,696     $  -       $(71,238)
                                        
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>

                                        
<PAGE>
                                     
<TABLE>
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     
             FOR THE YEARS ENDED MARCH 31, 1997, 1996 AND 1995
                                     
<CAPTION>                                     
                                  1 9 9 7       1 9 9 6         1 9 9 5
<S>                          <C>            <C>               <C>     
CASH FLOWS FROM                                                          
  OPERATING ACTIVITIES:                                                  
Net loss                     $ (582,550)    $ (1,505,633)     $ (228,235)
 Adjustments to reconcile                                                
  net loss to net                                                        
  cash provided by (used in)                                             
  operating activities-                                                  
   Depreciation and              403,630         529,625         611,129
    amortization
   Write-off of goodwill                                               
    associated with                                                    
    acquisition of NovaChem                                            
    BV                               -         1,051,682              -
    Deferred income taxes        215,673         (24,922)         35,977
    Minority interest            (12,105)         14,128          13,412
 Changes in Current Assets                                               
  and Liabilities
    Accounts receivable        1,756,560      (1,007,016)       (758,852)
    Inventories                1,639,802         320,514      (1,660,524)
    Prepaid expenses            (126,757)        281,267        (104,693)
    Other current assets          44,540        (140,761)         16,178
    Accounts payable          (1,184,244)       (516,637)      1,169,109
    Accrued expenses            (174,659)        216,140         177,217
    Customer advances              1,045            (112)       (237,356)
    Accrued income taxes        (126,673)       (302,292        (669,225)
 Net cash provided by                                                    
 (used in) operating                                                     
 activities                     1,854,262     (1,084,017)     (1,635,863)
                                                                         
CASH FLOWS FROM                                                          
  INVESTING ACTIVITIES:                                                  
    Marketable securities        249,571        (349,043)        699,607
    (Increase) decrease in                                               
     other assets               (579,884)          1,039             298
    Purchase of equipment       (226,682)       (207,328        (424,566)
    Proceeds from sale of         60,528          15,729          82,600
     equipment
    Other, including foreign                                             
     exchange effects on cash   (208,106)         79,978         175,459
 Net cash provided by (used                                              
 in) investing activities       (704,573)       (459,625)        533,398
                                                                         
<FN>                                     
Continues on page 29
</FN>
</TABLE>

<PAGE>

<TABLE>
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     
             FOR THE YEARS ENDED MARCH 31, 1997, 1996 AND 1995
                                     
                                (Continued)
                                     
<CAPTION>                                     
                                    1 9 9 7        1 9 9 6         1 9 9 5
<S>                          <C>             <C>             <C> 
CASH FLOWS FROM                                                           
  FINANCING ACTIVITIES:                                                   
 Proceeds from (payments                                                  
  on)short-term notes                                                     
  payable                     $       5,886  $      5,540    $   (289,633)
    Payments on long-term                                                 
     debt                            (6,334)      (39,060)        (29,112)
    Sale of common stock                 -           -             17,364
    Retirement of common                                                  
     stock                               -           -             (1,500)
 Net cash provided by (used            (448)       26,480        (302,881)
 in) financing activities
NET INCREASE (DECREASE) IN                                                
  CASH AND CASH EQUIVALENTS       1,149,241    (1,517,162)     (1,405,346)
                                                                          
CASH AND CASH EQUIVALENTS,                                                
  BEGINNING OF YEAR                 485,029     2,002,191       3,407,537
CASH AND CASH EQUIVALENTS,                                                
   END OF YEAR                 $  1,634,270  $    485,029    $  2,002,191



<FN>
Continues on page 30
</FN>
</TABLE>
                                 
<PAGE>

<TABLE>


                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     
             FOR THE YEARS ENDED MARCH 31, 1997, 1996 AND 1995
                                     
                                (Continued)
                                     
                                     
<CAPTION>                                                                            
                                          1 9 9 7      1 9 9 6      1 9 9 5
<S>                                 <C>            <C>          <C>           
Supplemental disclosure of  cash                                
flow information:
   Cash paid during the year for:                               
     Interest                       $     33,417   $   130,512  $    47,675
     Income taxes                          2,180       459,033      799,134
                                                                
Supplemental disclosure of noncash                              
 investing and financing
 activities:
                                                                
   Retirement of treasury stock     $        -    $      -      $   330,550
   Issuance of common stock in                                  
    connection with the                                         
    acquisition of additional                                   
    interest of NovaChem BV         $      -      $      -      $   (56,250)
                                                                
   Write-off of fully depreciated                               
    equipment                       $  1,264,496  $      -      $     -



<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>

<PAGE>


                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                     
                              MARCH 31, 1997
                                     
                                     
(1) Operations and Accounting Policies

      Novitron  International,  Inc. ("the  Company")  is  a  multinational
company  which, through its subsidiaries, designs, manufactures and markets
instrumentation used in clinical and analytical laboratories and in process
monitoring  in  industry. The Company's Dutch subsidiary, Vital  Scientific
NV,  designs  and manufactures scientific instrumentation, including  blood
chemistry  analyzers. NovaChem BV, another Dutch subsidiary,  develops  and
markets  process  analyzers used in the production  of  petrochemicals  and
pharmaceuticals  and in environmental monitoring.  To better  reflect  this
effort  at  diversification,  on April 12, 1994,  the  Company's  name  was
changed from Clinical Data, Inc. to Novitron International, Inc.

       The  accompanying  consolidated  financial  statements  reflect  the
application  of  certain accounting policies described in  this  and  other
notes to the consolidated financial statements.
     
     (a)  Principles of Consolidation

      The  consolidated financial statements include the  accounts  of  the
Company  and its subsidiaries: Clinical Data BV, Clinical Data (Australia),
Pty.  Ltd.,  NovaChem BV, Spectronetics NV, and Vital Scientific  NV  (94%-
owned  subsidiary). All significant intercompany accounts and  transactions
have been eliminated in consolidation.


     (b) Cash and Cash Equivalents

      Cash  and  cash  equivalents are stated at cost, which  approximates
market,  and  consist  of cash and marketable financial  instruments  with
original maturities of 90 days or less.  Cash and cash equivalents consist
of the following at March 31, 1997 and 1996:
<TABLE>
<CAPTION>                               1 9 9 7           1 9 9 6
          <S>                         <C>               <C>  
          Cash and money market       $ 1,630,638       $  381,402
           investments
          Certificate of deposit           -               100,000
          Time deposits                     3,632            3,627
                                      $ 1,634,270       $  485,029
                              
</TABLE>
                                                                    
                                     
<PAGE>
                                     
                                     
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                     
                              MARCH 31, 1997
                                     
                                (Continued)
                                     
(1) Operations and Accounting Policies (continued)

     (c) Marketable Securities

      The  Company  accounts for marketable securities in  accordance  with
Statement  of  Financial  Accounting Standards  No.  115,  "Accounting  for
Certain Investments in Debt and Equity Securities" ("SFAS No. 115").  Under
SFAS  No.  115, marketable securities that the Company has the ability  and
positive  intent  to  hold to maturity are recorded at amortized  cost  and
classified  as "held-to-maturity" securities. For the periods  ended  March
31,  1997  and  1996,  marketable securities  consisted  of  United  States
Treasury  securities  and  were stated at cost, which  approximated  market
value.

     (d) Inventories

      Inventories are stated at the lower of cost (first-in, first-out) or
market, include material, labor and manufacturing overhead, and consist of
the following at March 31, 1997 and 1996:
<TABLE>
<CAPTION>
                                             1 9 9 7        1 9 9 6
             <S>                         <C>             <C>
             Raw materials               $    496,248    $    686,723
             Work-in-process                1,252,249       2,536,392
             Finished goods                   777,892       1,392,064
                                         $  2,526,389    $  4,615,179
</TABLE>

     (e) Revenue Recognition

      The  Company generally recognizes revenue from the sale of  products
and supplies at the time of shipment.
                                     
     (f) Depreciation and Amortization of Equipment and Intangibles

      The  Company  provides  for depreciation and amortization  using  the
straight-line method by charges to operations in amounts that allocate  the
cost  of equipment and intangibles over their estimated useful lives.   The
estimated useful lives, by asset classification, are as follows:
<TABLE>
CAPTION>                                             
             Asset Classification                Useful Lives
             <S>                                 <C>          
             Manufacturing  and computer                     
              equipment                             3-7 years
             Furniture and fixtures                 3-7 years
             Leasehold improvements                   5 years
             Vehicles                               3-5 years
             Goodwill                                20 years
</TABLE>
                                     
<PAGE>
                                     

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                     
                              MARCH 31, 1997
                                     
                                (Continued)
                                     
                                     
(1) Operations and Accounting Policies  (continued)

     (f) Depreciation and Amortization of Equipment and Intangibles
(continued)

      The Company adopted Statement of Financial Accounting Standards  No.
121,  "Accounting for the Impairment of Long-Lived Assets  and  for  Long-
Lived Assets to be Disposed of" ("SFAS No. 121"), effective April 1, 1995.
SFAS  No. 121 requires the Company to continually evaluate whether  events
and circumstances have occurred that indicate that the estimated remaining
useful  life  of  long-lived assets and such intangibles as  goodwill  may
warrant  revision  or  that the carrying value  of  these  assets  may  be
impaired.  To  compute  whether assets have been impaired,  the  estimated
gross cash flows for the estimated remaining useful life of the asset  are
compared  to the carrying value. To the extent that the gross  cash  flows
are  less  than  the carrying value, the assets are written  down  to  the
estimated  fair  value  of the asset. At March  31,  1997  and  1996,  the
Company's remaining goodwill relates to its investment in Vital Scientific
NV.

     (g) Net Loss Per Share

      The net loss per share in fiscal 1997, 1996 and 1995 is based on  the
weighted  average number of common shares outstanding during the respective
fiscal  years after restatement to reflect the 1-for-3 reverse stock  split
on  December  4,  1996 (see Note 2). In fiscal year 1998,  the  Company  is
required  to  adopt  Statement of Financial Accounting Standards  No.  128,
"Earnings  per  Share"  ("SFAS  No.  128").  SFAS  No.  128  requires   the
restatement  of  previously  stated earnings per  share  for  comparability
purposes.  The Company does not believe that the adoption of SFAS  No.  128
will have a material impact on the Company's historical earnings per share.
     
     (h) Foreign Currency Translation

The  Company  accounts  for foreign currency transaction  and  translation
gains  and  losses  in  accordance with Statement of Financial  Accounting
Standards No. 52, "Foreign Currency Translation." The functional  currency
of Clinical Data BV, Vital Scientific NV and Spectronetics NV is the Dutch
guilder.  During  fiscal 1997, the functional currency  of  Clinical  Data
Australia became the Australian dollar in recognition of the shift of  its
operations  to  a  more domestic focus. Also in fiscal 1997,  NovaChem  BV
changed  its  functional currency to the United States dollar because  the
majority  of its operations are now based in the United States. Gains  and
losses from translating asset and liability accounts which are denominated
in  currencies other than the respective functional currency are  included
in  other  expense  in  the  consolidated statements  of  operations.  The
translation  adjustment  required  to  report  those  subsidiaries   whose
functional  currency  is  other than the United States  dollar  into  U.S.
dollars  is  credited  or  charged to cumulative  translation  adjustment,
included as a separate component


<PAGE>

                                     
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                     
                              MARCH 31, 1997
                                     
                                (Continued)
                                     
                                     
(1) Operations and Accounting Policies  (continued)

     (h) Foreign Currency Translation (continued)

of  stockholders'  investment  in  the accompanying  consolidated  balance
sheets.  Foreign  currency transaction gains and losses  are  included  in
other expense in the consolidated statements of operations.
     
     (i) Postretirement Benefits

     The Company has no obligations for postretirement benefits.
     
     (j) Management's Use of Estimates
     
      The preparation of financial statements in conformity with generally
accepted  accounting principles requires management to make estimates  and
assumptions that affect the reported amounts of assets and liabilities and
disclosure  of  contingent  assets and liabilities  at  the  date  of  the
financial  statements  and the reported amounts of revenues  and  expenses
during  the  reporting  period. Actual results  could  differ  from  those
estimates.

     (k) Warranty Policy

      The  Company  provides for a warranty reserve  on  its  manufactured
products for one year which covers parts and materials.

     (l) Financial Instruments

      The  estimated  fair  value of the Company's financial  instruments,
which   include   cash   equivalents,  marketable   securities,   accounts
receivable,  accounts  payable,  and long-term  debt,  approximates  their
carrying value.



<PAGE>


                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                     
                              MARCH 31, 1997
                                     
                                (Continued)
                                     
                                     
(1) Operations and Accounting Policies  (continued)

     (m) Concentration of Credit Risk

      Statement of Financial Accounting Standards No. 105, "Disclosure  of
Information  about Financial Instruments with Off-Balance Sheet  Risk  and
Financial  Instruments  with  Concentrations  of  Credit  Risk,"  requires
disclosure   of  any  significant  off-balance  sheet  and   credit   risk
concentrations.  The Company has no significant off-balance  sheet  credit
risk such as foreign exchange contracts, option contracts or other foreign
hedging  arrangements.  The Company maintains the  majority  of  its  cash
balances  with  large  financial institutions. See  Notes  9  and  13  for
significant  customers  and  financial  information  by  geographic  area,
respectively.

     (n) Software Development Costs

      In  connection  with  the  development  of  software  included  as  a
significant  component of a new analysis product, the Company  has  applied
the  provisions  of  Statement of Financial Accounting  Standards  No.  86,
"Accounting  for  the  Costs of Computer Software to  be  Sold,  Leased  or
Otherwise  Marketed" ("SFAS No. 86"). SFAS No. 86 requires the  Company  to
capitalize  those  costs incurred for the development of computer  software
that  will  be  sold,  leased  or  otherwise  marketed  once  technological
feasibility  has been established up to the time at which  the  product  is
available for sale to the customer. These capitalized costs are subject  to
an  ongoing  assessment of the recoverability based on  anticipated  future
revenues and changes in hardware and software technologies.

     Amortization of the capitalized software development costs begins when
the product is available for general release. Amortization is provided on a
product-by-product  basis on either the straight-line method  over  periods
not exceeding five years or the sales ratio method. Unamortized capitalized
software  development costs determined to be in excess  of  net  realizable
value of the product are expensed immediately.

      During  the  year  ended  March 31, 1997,  the  Company  capitalized
$502,331 under SFAS No. 86, included as a component of other assets in the
accompanying consolidated balance sheet. The Company has not recorded  any
amortization for the year then ended, as the capitalized costs pertain  to
a product that is not yet available for general release.

     (o)  Reclassifications

       Certain  reclassifications  have  been  made  to  the  prior  years'
presentation in order to conform to that of the current year.
                                     
<PAGE>

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                     
                              MARCH 31, 1997
                                     
                                (Continued)
                                     
                                     
(2) Reverse Stock Split

      On  November 12, 1996, the Company declared a 1 for 3 reverse  stock
split  of the Common Stock payable on December 4, 1996 to the stockholders
of  record on November 25, 1996. No fractional shares were distributed and
the  Common Stock issued to each stockholder was rounded up to the nearest
whole  number of shares. All share and per share amounts for  all  periods
presented have been adjusted to reflect this reverse stock split.

(3) Write-down of Certain Assets Relating to NovaChem BV

      In  accordance with SFAS No. 121, the Company has determined that the
carrying  value of the goodwill recorded in connection with its  investment
in  NovaChem  BV was impaired at March 31, 1996. Accordingly,  the  Company
recorded  a charge of $1,052,000 relating to the write-off of goodwill.  In
addition,  the Company wrote off $228,000 of related obsolete inventory  at
March 31, 1996.

(4) Short-Term Notes Payable and Long-Term Debt

      The Company's foreign debt obligations are as follows at March 31,
1997 and 1996:
<TABLE>
<CAPTION>
                                            1 9 9 7        1 9 9 6
         <S>                          <C>              <C> 
         Short-term notes payable     $     6,521      $      -
                                                                     
          Long-term debt -                                           
           Note payable, interest                                    
            free for a period of                                     
            five years: principal                                    
            repayment began in                                       
            fiscal 1996                                              
            (approximately $14,000                                   
            per year)                      23,431           46,802
                                                                     
                                                                     
           Other notes payable,                                      
            interest ranging from                                    
            11.35%  -  11.55%              65,452           62,699
                                           95,404          109,501
           Less: short-term notes                                    
            payable and current                                      
            portion of long-term                                     
            debt                           54,375           55,938
                                      $    41,029     $     53,563
</TABLE>                                     
<PAGE>

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                     
                              MARCH 31, 1997
                                     
                                (Continued)
                                     
                                     
(4) Short-Term Notes Payable and Long-Term Debt (continued)

      As  of  March  31,  1997,  Clinical Data  BV,  Vital  Scientific  NV,
Spectronetics  NV  and  NovaChem BV have an agreement  with  a  bank  which
provides consolidated overdraft protection to a maximum of 2,000,000  Dutch
guilders (approximately $1,060,000). Interest on this facility is based  on
the  official  Dutch prime rate (5.50% at March 31, 1997) plus  2.50%.  Any
overdraft  of one entity is offset against the cash balances of the  others
before  the  line of credit is accessed. At March 31, 1997 and 1996,  there
were no amounts outstanding under this facility. Trade receivables of Vital
Scientific  NV and NovaChem BV are provided as security for this  facility.
The  line  continues  as long as the Company conforms  to  certain  capital
covenants; these covenants have been met as of March 31, 1997.

(5) Lease Commitments

      The Company leases facilities, vehicles and computer equipment under
operating leases. Future minimum lease payments under these leases  as  of
March 31, 1997 are as follows:
<TABLE>
<CAPTION>
        
      Year Ending March 31,                Amount
                      <S>               <C>
                      1998              $  387,000
                      1999                 374,000
                      2000                 356,000
                      2001                 330,000
                      2002                 291,000
                   thereafter            1,748,000
                                        $3,486,000

</TABLE>

       Rent expense of approximately $340,000, $418,000 and $383,000  was
incurred during fiscal 1997, 1996 and 1995, respectively.

(6) Stock Option Plans

       The  Company has established a 1991 Stock Option Plan ("the Plan")
and  a  1991  Directors' Stock Option Plan ("the Directors' Plan")  under
which  an  aggregate of 120,000 shares and 60,000 shares of common  stock
are  reserved,  respectively, for the purpose of granting  incentive  and
nonstatutory stock options.


<PAGE>

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                     
                              MARCH 31, 1997
                                     
                                (Continued)
                                     
(6) Stock Option Plans (continued)

       Under  the terms of the Plan and the Directors' Plan, all  options
are  granted at not less than the fair value of the stock on the date  of
grant.   Options are exercisable over various periods not exceeding  four
years; the options under the Plan expire no later than seven years  after
the  date of grant whereas the options granted under the Directors'  Plan
expire no later than ten years after the date of grant.

       During  fiscal  year 1997, options to purchase  30,000  shares  of
common stock were granted to an officer at 110% of the fair market  value
of the stock on the date of grant.

       In October 1995, the Financial Accounting Standards Board released
Statement  of  Accounting Financial Standards No.  123,  "Accounting  for
Stock-Based Compensation" ("SFAS No. 123"), which is effective for fiscal
years  beginning  after  December  31,  1995.  SFAS  No.  123  encourages
companies  to adopt a fair value based method of accounting for  employee
stock  options,  but allows companies to continue to  account  for  those
plans  using  the  accounting prescribed by Accounting  Principles  Board
Opinion  No.  25,  "Accounting for Stock Issued to Employees"  ("APB  No.
25").  The  Company has adopted the disclosure-only requirements  of  the
SFAS  No. 123 and plans to continue to account for employee stock options
using APB No. 25, making pro forma disclosures of net income and earnings
per share as if the fair value based method had been applied.

       The following table summarizes stock option activity during fiscal
1997, 1996 and 1995.
<TABLE>
<CAPTION>
                          Number of         Option Price          Weighted-
                            Shares      Per Share      Total    Average Price
 <S>                       <C>         <C>            <C>           <C>       
 Outstanding at March 31,                                              
 1994                      22,876      $3.25-15.68    $ 259,010     $11.32
   Options granted          3,334         15.00          50,010      15.00
   Options exercised       (5,167)      3.25-3.75       (17,749)     (3.44)
 Outstanding at March 31,                                              
 1995                      21,043      $3.75-15.68    $  291,271    $13.84
   Options granted          5,734      14.25-14.63        82,960     14.47
   Options canceled or                                                 
   Expired                 (2,375)      3.75-12.00       (20,250)    (8.53)
 Outstanding at March 31,                                              
 1996                      24,402      $12.00-15.68   $  353,981    $14.51
   Options granted         80,500        3.00-8.25       279,375      3.47
   Options canceled or                                                 
   expired                 (4,534)      14.25-15.00      (67,111)   (14.80)
 Outstanding at March 31,                                              
 1997                     100,368      $3.00-15.68    $  566,245     $5.64
                                                                
 Exercisable at March 31,                                              
 1997                      17,068      $12.00-15.68   $  246,220    $14.42
                                     
</TABLE>
                                     
<PAGE>

                                     
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                     
                              MARCH 31, 1997
                                     
                                (Continued)
                                     
(6) Stock Option Plans (continued)

       The  Company  has computed the pro forma disclosures required  under
SFAS No. 123 for all stock options granted to employees of the Company  and
its  subsidiaries in the fiscal years ended March 31, 1997 and  1996  using
the Black-Scholes option pricing model prescribed by SFAS No. 123.

       The  assumptions  used  to calculate the  SFAS  No.  123  pro  forma
disclosure  and  weighted average information for the  fiscal  years  ended
March 31, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>
                                         1 9 9 7        1 9 9 6
<S>                                  <C>               <C>  
Risk-free interest rate               6.30% - 6.73%      6.00%
Expected dividend yield                     0              0
Expected lives                         6.43 years      4.00 years
Expected volatility                  50.93% - 51.33%     51.56%
Weighted average grant date fair                            
 value of options granted during                            
 the period                               $1.91          $ 6.76
Weighted average exercise price of                          
 options granted during the period        $3.47          $14.47
Weighted average remaining                                  
 contractual life of options                                
 outstanding                           5.87 years      3.49 years
</TABLE>

       The  pro forma compensation expense to be recognized under SFAS  No.
123  for  the  years ended March 31, 1997 and 1996 was $12,158 and  $2,281,
respectively.  Such compensation expense did not change  the  earnings  per
share as shown on the income statement for the respective years.

       The  range  of exercise prices for options outstanding  and  options
exercisable at March 31, 1997 are as follows:
<TABLE>
<CAPTION>
                          OUTSTANDING                   EXERCISABLE
                            Weighted                                
                             Average     Weighted               Weighted
                            Remaining    Average                 Average
               Number of   Contractual   Exercise   Number of   Exercise
Price Range     Shares        Life        Price      Shares       Price
<S>             <C>        <C>           <C>         <C>         <C>
$3.00-$3.30     75,000     6.07 years    $  3.12          0      $ 0.00
   $8.25         5,500     3.11 years    $  8.25          0      $ 0.00
$12.00-$15.68   19,868     1.91 years    $ 14.44     17,068      $14.42
               100,368     5.08 years    $  5.64     17,068      $14.42


                                                             
</TABLE>

<PAGE>
                                     
                                     
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                     
                              MARCH 31, 1997
                                     
                                (Continued)
                                     
(7) Income Taxes

      The Company accounts for income taxes in accordance with Statement of
Financial  Accounting  Standards No. 109,  "Accounting  for  Income  Taxes"
("SFAS  No.  109"). Deferred tax assets and liabilities are recognized  for
the  future  tax  consequences  attributable  to  differences  between  the
financial statement carrying amounts of existing assets and liabilities and
their  respective  tax  bases.  Deferred tax  assets  and  liabilities  are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered  or
settled.  The effect on deferred tax assets and liabilities of a change  in
tax rates is recognized in income in the period that includes the enactment
date.

       The  provision  for  (benefit  from)  income  taxes  shown  in   the
accompanying  consolidated  statements  of  operations  consists   of   the
following:
<TABLE>
<CAPTION>
                                       For the Years Ended March 31,
                                     1 9 9 7        1 9 9 6     1 9 9 5

  <S>                            <C>           <C>            <C> 
  Current:                                                              
    Domestic                     $     -       $       -      $     -
    Foreign                         (265,000)       (25,000)     170,000
  Total Current                     (265,000)       221,000      170,000
  Deferred:                                                             
    Domestic                           -               -           -
    Foreign                          187,000        (25,000)      36,000
  Total Deferred                     187,000        (25,000)      36,000
                                 $   (78,000)  $    196,000   $  206,000

</TABLE>
<PAGE>

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                     
                              MARCH 31, 1997
                                     
                                (Continued)
                                     
(7) Income Taxes (continued)

      The provision for (benefit from) income taxes differs from the amount
computed by applying the statutory federal income tax rate to income before
taxes due to the following:

<TABLE>
<CAPTION>
                                       For the Years Ended March 31,
                                       1 9 9 7        1 9 9 6     1 9 9 5
  <S>                              <C>            <C>           <C>
  Benefit from taxes at                                                  
    statutory rate                 $  (235,000)   $  (454,000)  $   (3,000)
  Domestic operating loss not                                            
    benefited                              -             -          74,000
  Utilization of domestic net                                            
    operating loss carryforward        (26,000)       (39,000)           
  Utilization of foreign net                                             
    operating loss carryforward         (9,000)          -         (41,000)
  Foreign operating loss not           211,000        672,000      249,000
    benefited
  Taxes resulting from higher                                            
    incremental foreign rate               -           38,000       41,000
  Tax benefit resulting from                                             
    lower statutory foreign rate       (13,000)        (3,000)    (132,000)
  Other                                 (6,000)       (18,000)      18,000
                                   $   (78,000)   $   196,000   $  206,000
</TABLE>

     The approximate income tax effect of each type of temporary difference
comprising the net deferred tax asset at March 31, 1997 and 1996 is as
follows:
<TABLE>
<CAPTION>
                                           1 9 9 7       1 9 9 6
       <S>                             <C>           <C>    
       Net operating loss              $ 2,422,321   $ 2,910,820
       carryforwards
       General business tax credit                              
        carryforwards                      136,048       118,820
       Other, net                           28,308        (1,511)
                                         2,586,677     3,028,129
                                                                
       Less: valuation allowance         2,558,077     3,028,129
                                       $    28,600   $      -
</TABLE>

     SFAS No. 109 requires the Company to assess whether it is more likely
than not that the Company will realize its deferred tax assets. The Company
has determined that, except for the net operating loss carryforward at
Vital Scientific NV, it does not meet the "more likely than not" standard.
Accordingly, the Company has provided a valuation allowance against the
deferred tax assets for all items except for the aforementioned Vital
Scientific NV net operating loss carryforward.

<PAGE>

                                     
                                     
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                     
                              MARCH 31, 1997
                                     
                                (Continued)


(7) Income Taxes (continued)

     The tax effect on the components of the deferred tax liability at
March 31, 1997 and 1996 is as follows:
<TABLE>
<CAPTION>
                                           1 9 9 7     1 9 9 6
       <S>                               <C>         <C>   
       Prior pension service costs       $ 107,088   $  96,035
       Research and development            247,905      74,385
       liabilities
                                         $ 347,993    $170,420
                                                    
</TABLE>

      The Company has net operating loss carryforwards for U.S. federal and
state   tax   purposes   of   approximately  $3,577,000   and   $1,401,000,
respectively;  these  carryforwards will  expire  from  1998  to  2012.  In
addition,  the  Company has available U.S. federal tax credit carryforwards
of approximately $136,000. These carryforwards may be used to offset future
taxable  income, if any. The federal tax credit carryforwards  will  expire
from 1998 to 2012 and are subject to review and possible adjustment by  the
Internal Revenue Service.

       The  Company  has  foreign  net  operating  loss  carryforwards   of
approximately  $2,964,000, of which $28,000 expire between 1998  and  2001;
the balance, $2,936,000, is not subject to expiration.

(8) Pension Plan

      The  Company's  subsidiary, Vital Scientific NV,  participates  in  a
multiemployer  defined  benefit pension plan.  Contributions  and  expenses
incurred  by  the Company amounted to approximately $103,000,  $98,000  and
$75,000 during fiscal 1997, 1996 and 1995, respectively.

(9) Significant Customers

      During fiscal 1997 and 1996, the Company had sales of scientific and
process   monitoring   instrumentation  to  one  customer   amounting   to
approximately 75% and 83% of consolidated revenues, respectively,  and  in
fiscal  year 1995, the Company had similar sales to two customers totaling
82%  of  consolidated  revenues.  At  March  31,  1997,  75%  of  accounts
receivable were from this customer.
                                     
                                     
                                     
<PAGE>
                                     
                                     
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                     
                              MARCH 31, 1997
                                     
                                (Continued)
                                     
(9) Significant Customers (continued)

      The  Company  expects  that  sales to this  customer  will  decrease
significantly  during the upcoming fiscal year. The Company  is  currently
pursuing  new  customer relationships, which management believes  will  at
least partially offset the expected decline in sales to this customer.

(10) Other Expense, net

     Other expense, net, consists of the following:
<TABLE>
<CAPTION>
                                For the Years Ended March 31,
                                1 9 9 7      1 9 9 6     1 9 9 5
       <S>                     <C>         <C>         <C>    
       Foreign exchange gain   $(22,842)   $ (61,947)  $  23,624
       (loss)
       Other income                                      
       (expense), net             4,297          224     (37,401)
                               $(18,545)   $ (61,723)  $ (13,777)
</TABLE>


(11) Accrued Expenses

     Accrued expenses consist of the following:

<TABLE>
<CAPTION>
                                           1 9 9 7           1 9 9 6
       <S>                               <C>              <C>
       Payroll and payroll-related       $   478,372      $   632,754
        expenses
       Warranty and retrofit                 281,991          359,526
        reserves
       Other                                 459,188          573,859
                                         $ 1,219,551      $ 1,566,139
</TABLE>

(12) Other Assets

     Other assets consist of the following:

<TABLE>
<CAPTION>
                                            1 9 9 7      1 9 9 6
       <S>                               <C>          <C>   
       Goodwill, net of accumulated                             
         amortization of $381,000 and                           
         $395,000 at March 31, 1997                             
         and 1996, respectively          $   219,324  $  308,915
       Capitalized  software                 502,331        -
        development costs
       Other                                  94,392      62,465
                                         $   816,047  $  371,380

</TABLE>

<PAGE>

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                     
                              MARCH 31, 1997
                                     
                                (Continued)
                                     
(13) Segment Information

      The  Company's  domestic  business activities  consist  of  corporate
administration and process monitoring. Vital Scientific NV manufactures and
sells  scientific instrumentation. NovaChem BV designs and markets  process
monitoring  instrumentation.  During  fiscal  years  1995  and  1996,   the
Company's  Australian subsidiary sold scientific instrumentation  primarily
to  customers in the People's Republic of China. During fiscal  year  1997,
domestic sales of instruments and consumables provided the majority of  the
Australian   revenues.  Revenues,  income  (loss)   from   operations   and
identifiable assets classified by segment are as follows (in thousands):
<TABLE>
<CAPTION>

                                  United States                          Europe
                       Adminis-      Process       Scientific       Process                     
                        tration     Monitoring     Instruments    Monitoring   Australia  Consolidated
      <S>                
      March 31, 1997   <C>         <C>             <C>            <C>          <C>        <C>   
      Sales to                                                                                 
       unaffiliated                                                                            
       customers       $   -       $    127        $  11,852      $    29      $  1,837   $   13,845
      Sales or                                                                           
       transfers                                                                                
       areas between
       geographic
       areas              -            -                 630           (9)          -            -
                       $   -       $    127        $  12,482      $    20      $  1,837   $   13,845
      Income(loss)                                                                           
      from operations  $ (408)     $   (190)       $      (7)     $  (117)     $     53   $     (669)
      Identifiable      
      assets           $  172      $    150        $   7,837      $  (132)     $    541   $    8,568
                                                                                               
      March 31, 1996                                                                           
      Sales to                                                                                 
       unaffiliated                                                                            
       customers       $   -       $    -          $  15,826      $   186      $  1,896   $   17,908
      Sales or            -             -              1,280           12           -            -
      transfers
       between
       geographic
       areas           $   -       $    -          $  17,106      $   198      $  1,896   $   17,908
      Income(loss)                                                                           
       from operations $ (386)     $   (497)       $     716      $  (995)     $    (29)  $   (1,191)
      Identifiable 
       assets          $  755      $     65        $  10,190      $    34      $    716   $   11,760
                                                                                         
      March 31, 1995                                                                           
      Sales to                                                                                 
       unaffiliated                                                                            
       customers       $  -        $    -          $  11,423      $ 4,093      $  1,302   $   16,818
      Sales or                                                                                  
       transfers                                                                                
       between            
       geographic
       areas              -             -             1,249            42           -            -
                       $  -        $    -          $ 12,672       $ 4,135       $1,302    $   16,818
      Income(loss)                                                                            
       from operations $ (661)     $   (321)       $    716       $   288        $(70)    $      (48)
      Identifiable
       assets          $1,213      $     24        $ 10,961       $ 1,665        $706     $   14,569     

</TABLE>
<PAGE>
<TABLE>

                                SCHEDULE II
                                     
                                     
                     VALUATION AND QUALIFYING ACCOUNTS
                                     
                              MARCH 31, 1997
                                     
                                     
<CAPTION>                                                                   
                       Balance at                             Balance at
                        Beginning                               End of
Item                    of Period    Additions    Deductions    Period
<S>                    <C>          <C>           <C>         <C>                               
Allowance for                                                 
 Doubtful Accounts
                                                                
        1997           $  118,707   $       -     $   17,073  $  101,634
                                                              
        1996           $  112,055   $    69,322   $   62,670  $  118,707
                                                              
        1995           $  207,669   $    54,133   $  149,747  $  112,055
                                                              
                                                              
Warranty & Retrofit                                           
 Reserve
                                                              
        1997           $  359,526   $   117,016   $  194,551  $  281,991
                                                              
        1996           $  226,363   $   270,255   $  137,092  $  359,526
                                                              
        1995           $  142,644   $   321,364   $  237,645  $  226,363
                                                              
                                                              
Inventory                                                     
Obsolescence
 Reserve
                                                              
        1997           $  771,299   $       -     $  226,320  $  544,979
                                                              
        1996           $  460,550   $   416,412   $  105,663  $  771,299
                                                              
        1995           $  327,449   $   159,293   $   26,192  $  460,550
                                                              
</TABLE>



<PAGE>


                               EXHIBIT INDEX

Exhibit
Number                          Description
2.1**     Purchase agreement dated February 7, 1990 between Clinical Data,
          Inc. and CardioData Systems, a division of UM Holding Company.
2.2***    Stock Purchase Agreement dated October 31, 1990 between
          Merrimack Valley Medical Services Company, Enviromed, Inc., and
          Clinical Data, Inc.
3.1*      Certificate of Incorporation
3.2*      Bylaws
3.3*****  Form 10-C dated June 16, 1994 - Change in Name of Issuer
          effective April 12, 1994.
4.1*      Article Fourth of the Certificate of Incorporation, as amended
          (included in Exhibit 3.1)
10.25**** 1991 Stock Option Plan and 1991 Directors' Option Plan and forms
          of option agreement.
22.1      Subsidiaries of the Registrant
24.1      Consent of Arthur Andersen LLP





*     Incorporated by reference to exhibits to the Registrant's Registration
      Statement on Form S-1 (File No. 2-82494).
**    Incorporated by reference to exhibits to the Registrant's Notice of
      Special Meeting of Stockholders held on February 7, 1990 and mailed to
      stockholders on January 18, 1990.
***   Incorporated by reference to exhibits to the Registrant's Form 10-Q
      for the period ended December 31, 1990.
****  Incorporated by reference to exhibits to the Registration Statement on
      Form S-8 filed with the Commission on March 5, 1992.
***** Incorporated  by reference to Form 10-C filed with the SEC  on   June  16,
      1994.
                                     
                                     
                                     
                                     
                                     
                                     
                                     
<PAGE>


EXHIBIT 22.1

                      SUBSIDIARIES OF THE REGISTRANT
                                     
                                     
                                     
                                     
      The   Registrant  has  the  following  subsidiaries,  the  financial
statements  of which are included in the consolidated financial statements
of the Registrant:
<TABLE>
<CAPTION>
                                               
                             Country           Percentage
   Name                      of Incorporation     Owned
   <S>                       <C>                  <C>      
   ClinicalData                
   (Australia) Pty. Ltd.     Australia            100%
   Clinical Data BV          Netherlands          100%
   NovaChem BV               Netherlands          100%
   Spectronetics NV          Curacao              100%
   Vital Scientific NV       Netherlands           94%


</TABLE>

<PAGE>





                               EXHIBIT 24.1
                                     
                                     
                 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation
of our report  included in this Form 10-K into the Company's previously
filed Registration Statements on Form S-8 (File Nos. 33-25938, 33-25939, 33-
46233 and 33-46234).


                                                        ARTHUR ANDERSEN LLP

Boston, Massachusetts
June 25, 1997




<PAGE>