UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549
  
                                 Form 10-QSB/A
  
  
  (X)   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
  EXCHANGE ACT OF 1934 (Fee Required)
  
                 For the quarterly period ended March 31, 1995
  
  
  ( )   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES 
  EXCHANGE ACT OF 1934 (No Fee Required)
  
                 For the transition period from _____ to ____
  
                         Commission file number 0-15179
  
                              NEUROTECH CORPORATION
                         ------------------------------
                  (Name of small business issuer in its charter)
  
       Delaware                                              06-1100063
  -----------------------                               ------------------- 
  (State of incorporation                                 (I.R.S. Employer
      or organization)                                   Identification No.)
  
  45 Orchard Street, Manhasset, New York                       11030
  --------------------------------------                -------------------
  (Address of principal executive offices)                  (Zip Code)
  
                   Issuer's telephone number: (516) 869-9663
  
                                 (Not Applicable)
                   -----------------------------------------
               (Former name, former address and former fiscal year 
                          if changed since last report)
    
       Check whether the issuer (1) filed all reports required to be
  filed by Section 13 of 15(d) of the Exchange Act during the past 12 months
  (or for such shorter period that the registrant was required to file such
  reports), and (2) has been subject to such filing requirements for the past
  90 days. Yes (X) No ( )
  
       19,508,748 shares of issuer's common stock, $.01 par value, were 
  outstanding at June 30, 1994.
  
  <PAGE>
  
                          NEUROTECH CORPORATION AND SUBSIDIARY
  
  
  
                                          INDEX
  
                                     March 31, 1995
                                                                     Page
  
  
  PART I - FINANCIAL INFORMATION
  
  Item 1.     FINANCIAL STATEMENTS
  
              Consolidated balance sheet...........................   3
                March 31, 1995
  
              Consolidated statements of income....................   4
                Three and nine months ended March 31, 1995 and 1994
  
              Consolidated statements of cash flows................   5
                Three and nine months ended March 31, 1995 and 1994
            
              Notes to consolidated financial statements...........   6
                March 31, 1995
  
  
  
  Item 2.     MANAGEMENT'S DISCUSSION & ANALYSIS OF
              FINANCIAL CONDITION & RESULTS OF OPERATION ..........   7
  
  
  
  PART II - OTHER INFORMATION......................................   8
  
  
  SIGNATURES ......................................................   9
  
<PAGE>
  
  
                    NEUROTECH CORPORATION AND SUBSIDIARY
                          CONSOLIDATED BALANCE SHEET
                                MARCH 31, 1995
                                 (Unaudited)
  
<TABLE>
<CAPTION>
                                       ASSETS
  <S>                                            <C>
  Current Assets:
    Prepaid Expenses                               $6,500
    Current assets attributable
      to discontinued operations                  222,587
                                                 --------
       Total current assets                       229,087
  
  Property and Equipment
    attributable to discontinued
    operations, net                                29,114
                                                 --------
                                                 $258,201
                                                 ========
<CAPTION>
  
                                      LIABILITIES &
                                  SHAREHOLDERS' EQUITY
  <S>                                          <C>     
  Current liabilities:
    Due to affiliate                              $29,028
    Current liabilities attributable
      to discontinued operations                   66,265
                                                  -------
       Total current liabilities                   95,293
     
  Shareholders' equity:
    Common stock, par value $.01/share;
       20,000,000 shares authorized;
       19,608,748 shares outstanding              196,088
    Additional paid-in-capital                  4,004,376
    Retained deficit                           (3,887,556)
                                                ---------
                                                  312,908
              
  (Less) treasury stock, at cost                 (150,000)
  
       Total shareholders' equity                 162,908
                                                =========
                                                 $258,201
</TABLE>
  
  The accompanying notes to the consolidated financial statements are an
  integral part of these statements and should also be read in conjunction
  with those notes which accompanied the Company's annual report. 
  
<PAGE>
  
                          NEUROTECH CORPORATION AND SUBSIDIARY 
                          CONSOLIDATED STATEMENTS OF OPERATIONS 
                                        (Unaudited)
    
<TABLE>
<CAPTION>
                               Three Months Ended         Nine Months Ended
                                     March 31                  March 31
                               1995          1994         1995         1994
                              ------        ------       ------       ------
  <S>                      <C>           <C>           <C>          <C>
  Net sales                 $320,000            $0      $320,000          $0
  Cost of sales              164,102             0       164,102           0
                             -------       -------       -------     -------
  Gross profit               155,898             0       155,898           0
  
  Selling, general &
   administrative expenses    61,403             0       155,431           0
                             -------       -------       -------     -------
  Income from continuing
   operations                 94,495             0           467           0 
  Loss from discontinued
   operations                (44,892)      (62,294)     (368,055)   (209,988)
                             -------       -------       -------     -------
  Net income (loss)          $49,603      ($62,294)    ($367,588)  ($209,988)
  
  Earnings (loss) per share   
   continuing operations           -             -             -           -
   
  Loss per share from
   discontinued operations         -       ($0.006)       ($0.01)     ($0.02)
  
  Weighted average number
   of common shares
   outstanding            19,608,748     9,754,374    19,608,748   9,754,374
     
</TABLE>
  
  
  The accompanying notes to consolidated financial statements are an
  integral part of these statements and should also be read in conjunction
  with those notes which accompanied the Company's annual report.
  
<PAGE>

  
                              NEUROTECH CORPORATION AND SUBSIDIARY
                              CONSOLIDATED STATEMENT OF CASH FLOWS 
                                             (Unaudited)
  
<TABLE>
<CAPTION>
                                          Nine Months Ended
                                               March 31
                                          1995        1994
                                         ------      ------
  <S>                                 <C>          <C>
  Cash flows from operating
    activities
  
  Net loss                            ($367,588)   ($209,988)
  
  Changes in operating assets
    liabilities
  
  Due to affiliate                      272,715            0
     
  Discontinued operations                94,873      209,988
                                        -------      -------
  Net increase (decrease) in
    cash & cash equivalents                  $0           $0
  
  Cash & cash equivalents,
    beginning of period                      $0           $0
                                        -------      -------
    cash & cash equivalents,
    end of period                            $0           $0    
  
  
</TABLE>
  
  
  
  
  The accompanying notes to the consolidated financial statements are an 
  integral part of these statements and should also be read in conjunction
  with those notes which accompanied the Company's annual report.
  
  
<PAGE>
  
                    NEUROTECH CORPORATION AND SUBSIDIARY    
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31,1995
                                  (UNAUDITED)
  
  NOTE A - BASIS OF PRESENTATION
  
  The accompanying unaudited consolidated financial statements have been 
  prepared in accordance with generally accepted accounting principles for 
  interim financial information and the instructions to Form 10-QSB and       
  article 10 of Regulation S-X.  Accordingly, they do not include all 
  information and footnotes required by generally accepted accounting 
  principles for complete financial statements.  In the opinion of
  management, all adjustments considered necessary for a fair presentation
  have been included.  Operating results for the nine month period ended
  March 31, 1995 are not necessarily indicative of results that may be
  expected for the year ending June 30, 1995.  For further information, refer
  to the consolidated financial statements and footnotes, thereto included in
  the Company's annual report on Form 10-KSB for the year ended June 30,
  1994.
  
  In August 1996, the Company determined to discontinue its previous core 
  businesses, manufacturing intracranial pressure monitoring systems, custom  
  delay lines and visual systems.  The operations, assets and liabilities
  of these previous core businesses are reported as discontinued operations
  or as attributable thereto in the accompanying financial statements.  The
  accompanying proforma financial statements have been reclassified 
  accordingly.
  
  In the course of the annual audit for the year ended June 30, 1995, various
  corrections and adjustments to the financial records were deemed necessary. 
  Due to the inadvertent omission of this data, the previously issued 10-QSB
  is being amended by this filing.
  
  <PAGE>
  
                    NEUROTECH CORPORATION AND SUBSIDIARY
               Management's Discussion and Analysis of Financial
                      Condition and Results of Operations
  
  
  
  
  As disclosed in Notes 1, 6C and 7A, of the Company's annual report 10-KSB
  for the year ended June 30, 1995 filed herewith:
  
    a)  The Company determined to discontinue its previous core businesses.
  
    b)  Effective June 1, 1994, the Company through the acquisition of a
        49 bed acute care hospital and an affiliated home health care agency  
        both located in Jasper, Texas, has commenced a new line of business. 
  
    c)  Pursuant to a stock purchase agreement on June 28, 1994 is also in 
        the business of distribution of non-ozone depleting flammable         
        refrigerant products.
  
  If applicable, net sales from continuing operations resulted from the only
  sale to date of refrigerant products.  Future sales of refrigerant products
  are dependent upon various factors and the ability of the Company to
  provide adequate financial resources for same.  In that regard, the Company
  is actively seeking investors.
  
  Effective June 1, 1996, revenues from continuing operations will be
  provided through its health care operations.  The subsidiary which owns
  the hospital is currently in default on certain obligations arising from
  the acquisitions.  In addition, the Company does not presently have
  substantia working capital reserves.  Future operations of the health care
  operations could be significantly impacted by this present lack of
  liquidity.
    
  Management is actively seeking to restructure its present financial 
  obligations.
  
  Selling, general and administrative expenses are comprised of various 
  one-time charges relating to the acquisition and start-up of the health     
  care operations as well as certain developmental and marketing costs       
  relating to the refrigerant products.
  
  Expenditures attributable to refrigerant products are minimal due to the 
  Company's lack of financial resources.  Effective June 1, 1996, selling, 
  general and administrative expenses will consist of predominately the 
  health care operations solely until such time as financial resources 
  warrant otherwise.
  
  Effective August, 1996, operations and related cash flows from discontinued
  operations are expected to be minimal.
  
  <PAGE>
  
                     NEUROTECH CORPORATION AND SUBSIDIARY
  
  
  
  PART II - OTHER INFORMATION
  
  
  Item 1    Legal Proceedings
  
            In November, 1993 the Company and it's former legal counsel have
            agreed to discontinue their respective lawsuits against each  
            other, with full releases being exchanged.
  
  Items 2-5 Inapplicable
  
  
  Item 6    Exhibits and Reports on Form 8-K
  
            (a)  Exhibits None
  
            (b)  Reports on Form 8-K 
                 None
  
  
  
   
   
                 (Balance of this page left blank intentionally)
  
  <PAGE>
                     NEUROTECH CORPORATION AND SUBSIDIARY
  
                                     SIGNATURES
  
  
  In accordance with the requirements of the Exchange Act, the registrant
  caused this report to be signed on its behalf by the undersigned, 
  thereunto duly authorized.
  
  
  
  
  
                                                   NEUROTECH CORPORATION
  
  
  
                                                   BY: /s/ Bernard Artz
                                                   ---------------------
                                                   Chairman of the Board
                                                   January 28, 1997