SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549
  
  
                                  Form 10-OSB
  
  
(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, 1996
  
( )  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SEC 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, 1996
  
                                                                   Page
  
PART I - FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS
  
         Consolidated balance sheet...................               3
             March 31, 1996
  
         Consolidated statements of income............               4
             Three and nine months ended March 31, 1996 and 1995

         Consolidated statements of cash flows........               5
             Three and nine months ended March 31, 1996 and 1995
  
         Notes to consolidated financial statements...               6
             March 31, 1996
  
  
Item 2.  MANAGEMENT'S DISCUSSION & ANALYSIS OF
         FINANCIAL CONDITION & RESULTS OF OPERATION                  7
  
  
PART II - OTHER INFORMATION                                          8
  
  
SIGNATURES
  
<PAGE>
  
                       NEUROTECH CORPORATION AND SUBSIDIARY
                             CONSOLIDATED BALANCE SHEET
  
<TABLE>
<CAPTION>
                                                March 31,     June 30,
                                                  1996          1995
                                              -----------    ----------
<CAPTION>
  
                                     ASSETS
<S>                                           <C>            <C>
Current Assets:
  Prepaid Expenses                                $6,500        $6,500
  Current assets attributable
   to discontinued operations                     87,614       128,617
                                                 -------       -------
     Total current assets                         94,114       135,117

Property and Equipment
  attributable to discontinued
  operations, net                                  2,286        23,297
                                                 -------       -------
                                                 $96,400      $158,414
                                                 =======      ========
<CAPTION>

                                   LIABILITIES &
                               SHAREHOLDERS' EQUITY

Current liabilities:
  Due to affiliate                               $57,130       $69,099
  Current liabilities attributable
   to discontinued operations                    118,538        67,237
                                                 -------       -------
    Total current liabilities                    175,668       136,336

Shareholders' equity:
  Common stock, par value $.01/share;
   40,000,000 shares authorized;
   22,887,748 shares outstanding                 228,878       196,088
  Additional paid-in-capital                   4,135,536     4,004,376
  Retained deficit                            (4,293,682)   (4,028,386)
                                               ---------     ---------
                                                  70,732       172,078

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

    Total shareholders' equity (deficit)         (79,268)       22,078
                                                 -------       -------
                                                 $96,400      $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      Nine Months Ended
                                      March 31                March 31
                                   1996         1995       1996        1995
                                  ------       ------     ------      ------
<S>                              <C>         <C>         <C>       <C>
Net sales                             $0     $320,000         $0    $320,000
Cost of sale                           0      164,102          0     164,102
                                 -------      -------    -------     -------
Gross profit                           0      155,898          0     155,898

Selling, general &
  administrative expenses         17,016       61,403    123,711     155,431
                                 -------      -------    -------     -------
Income from continuing
  operations                     (17,016)      94,495   (123,711)        467
Loss from discontinued
  operations                     (79,605)     (44,892)  (141,585)   (368,055)
                                 -------      -------    -------     -------
Net income (loss)               ($96,621)     $49,603  ($265,296)  ($367,588)
                                 =======      =======   ========    ========
Earnings (loss) per share-             -            -          -           -
  continuing operations

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

Net loss per share                     -            -      ($0.01)    ($0.01)

Weighted average number
  of common shares
  outstanding                 20,908,748   19,608,748  20,008,748 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      Nine Months Ended
                                       March 31               March 31
                                  1996        1995         1996       1995
                                 ------      ------       ------     ------
<S>                         <C>        <C>          <C>         <C>
Cash flows from operating
  activities

Net loss                    ($96,621)     $49,603    ($265,296)  ($367,588)

Common stock issued for
  services                    47,250                    47,250


Common stock issued for
  repayment of debt          116,700                   116,700

Changes in operating assets
  liabilities

Inventory                          0      164,102            0           0

Due to affiliate             (80,572)           0      (11,969)    272,715

Discontinued operations       13,243     (213,705)     113,315      94,873
                             -------      -------      -------     -------

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
                                MARCH 31,1996
                                 (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, 1996 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 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 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 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
<PAGE>