UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D. C. 20549


                                Form 10-QSB


(X)  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (Fee Required)

              For the quarterly period ended December 31, 1291


( )  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, $.Ol par value, were outstanding
at June 30, 1994.

<PAGE>

                    NEUROTECH CORPORATION AND SUBSIDIARY


                                    Index
                               December 31, 1995

                                                                  Page

PART I - FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

         Consolidated balance sheet........................         3
               December 31, 1995

         Consolidated statements of income.................         4
               Three and six months ended 
               December 31, 1995 and 1994

         Consolidated statements of cash flows.............         5
               Three and six months ended 
               December 31, 1995 and 1994

         Notes to consolidated financial statements........         6
         December 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

<TABLE>
<CAPTION>
                                           December 31,      June 30,
                                              1995             1995
                                           ------------     ---------

<CAPTION>
                                   ASSETS
<S>                                        <C>            <C>
Current Assets:
  Prepaid Expenses                            $6,500         $6,500

Current assets attributable
  to discontinued operations                 104,474        128,617
                                             -------        -------
    Total current assets                     110,974        135,117

Property and Equipment
  attributable to discontinued
  operations, net                              9,835         23,297
                                             -------        -------
                                            $120,809       $158,414
                                            ========       ========
<CAPTION>
                               LIABILITIES &
                            SHAREHOLDERS' EQUITY

<S>                                        <C>            <C>       
Current liabilities:
  Due to affiliate                          $137,702       $69,099
  Current liabilities attributable
    to discontinued operations               129,704        67,237
                                             -------       -------
Total current liabilities                    267,406       136,336

Shareholders' equity:
  Common stock, par value $.Ol/share;
    20,000,000 shares authorized;
    19,608,748 shares outstanding            196,088       196,088
  Additional paid-in-capital               4,004,376     4,004,376
  Retained deficit                        (4,197,061)   (4,028,386)
                                           ---------     ---------
                                               3,403       172,078

(Less) treasury stock, at cost              (150,000)     (150,000)

   Total shareholders' equity (deficit)     (146,597)       22,078
                                             -------       -------
                                            $120,809      $158,414
                                            =========     ========
</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          Six Months Ended
                                 December 31                 December 31
                              1995         1994           1995         1994
                             ------       ------         ------       ------
<S>                         <C>          <C>           <C>        <C>
Net sales                        $0           $0             $0           $0
Cost of sales                     0            0              0            0
                            -------      -------        -------      -------
Gross profit                      0            0              0            0

Selling, general &
  administrative expenses    24,695       24,187        106,695       94,028
                            -------      -------        -------      -------
Loss from continuing
  operations                (24,695)     (24,187)      (106,695)     (94,028)
Loss from discontinued
  operations                (37,193)    (103,236)       (61,980)    (323,163)
                            -------      -------        -------      -------
Net loss                   ($61,888)   ($127,423)     ($168,675)   ($417,191)

Loss per share from
  continuing operations      ($0.01)      ($0.01)

Loss per share from
  discontinued operations    ($0.01)      ($0.01)

Net loss per share                0       ($0.01)        ($0.01)      ($0.02)

Weighted average number
  of common shares
  outstanding            19,608,748   19,608,748     19,608,748   19,608,748

</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>

                              Three Months Ended        Six Months Ended
                                 December 31               December 31
                               1995        1994          1995      1994
                              ------      ------        ------    ------
<S>                        <C>        <C>           <C>         <C>
Cash flows from operating
  activities

Net loss                    ($61,888)  ($127,423)    ($168,675)  ($417,191)

Changes in operating assets
  liabilities

Inventory                          0    (303,113)            0    (164,102)

Due to affiliate              24,695     485,786        68,603     272,715

Discontinued operations       37,193     (55,250)      100,072     308,578
                             -------     -------       -------     -------
Net increase (decrease) in
  cash & cash equivalents         $0          $0            $0          $0

Cash & cash equivalents,
  beginning of period             $0          $0            $0          $0
                              ------     -------       -------     -------

Cash & cash equivalents,
  end of period                   $0          $0            $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
                             DECEMBER 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 IO-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 six month period ended December 31,
1995 are not necessarily indicative of results that may be expected for 
the year ending June 30, 1996.  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, 1995.

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 fmancial 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 substantial 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 11 - 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






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<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