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  For the quarterly period ended December 31, 1996

     Transition Report under Section 13 or 15(d) of the
     Securities Exchange Act of 1934
     For the transition period from          to

                 Commission file number  0-16152
                                
                        Holometrix, Inc.
(Exact Name of Small Business Issuer as Specified in Its Charter)
                                
                                
           Delaware                            04-2891557
   (State or Other Jurisdiction of        (I.R.S. Employer
   ncorporation   or  Organization)        Identification Number)

      25 Wiggins Avenue, Bedford, Massachusetts  01730-2323
            (Address of Principal Executive Offices)

                                
                         (617) 275-3300
         (Issuer's Telephone Number, Including Area Code)
                                



Check  whether the issuer: (1) filed all reports required  to  be
filed by Section 13 or 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 

As  of December 31, 1996, 22,296,878 shares of Common Stock  were
outstanding.

Transitional Small Business Disclosure Format:
Yes      No X



                           FORM 10-QSB
                                
                        QUARTERLY REPORT
                                
                        TABLE OF CONTENTS
                                
                                

Facing Page . . . . . . . . . . . . . . . . . . . . . . . . . .      1

Table of Contents . . . . . . . . . . . . . . . . . . . . . .        2


PART I.     FINANCIAL INFORMATION (*)

  Item 1.  Condensed Consolidated Financial Statements
             Balance Sheets . . . . . . . . . .. . . . . . . . .     3
             Statements of Loss . . . . . . . . . . . . .. . . .     5
             Statements of Cash Flows.. . . . . . . .  . . . . .     6
             Notes to Condensed Consolidated Financial Statements    7

  Item 2.  Management's Discussion and Analysis or Plan of 
           Operations . . . . . . . . . . . . . . . . . . . . . . .  8


PART II.  OTHER INFORMATION

   Item 1.        Legal Proceedings . . . . . .  . . . . . . . . . . 11

   Item 2.        Changes in Securities . . . . . . .. . . . . . . . 11

   Item 3.        Defaults upon Senior Securities . . . . .  . . . . 11

   Item  4.       Submission of Matters to a Vote  of  Security
                       Holders . . . . . . . . . . . . . . . . . .   11

   Item 5.        Other Information . . . . . . . . . . . . . . .    11

  Item 6.        Exhibits and Reports on Form 8-K . . . . . . .      11

SIGNATURES . . . . . . . . . . . . . . . . . . . .  . . . . . . .    12


(*)  The  financial information at September 30,  1996  has  been
  taken from the audited financial statements at that date.   All
  other financial statements are unaudited.


PART I.                   FINANCIAL INFORMATION

Item 1.                    FINANCIAL STATEMENTS

                 HOLOMETRIX, INC. AND SUBSIDIARY
              CONDENSED CONSOLIDATED BALANCE SHEETS
                             ASSETS
                           (Unaudited)
                                
                                      December 31,   September 30,
                                        1996            1996
                                                         (*)
CURRENT ASSETS:

Cash and cash equivalents              $16,956        $ 27,495
Accounts receivable, less allowance
  for doubtful accounts of $35,000   1,031,665       1,162,148
Inventories                            716,021         662,323
Other current assets                    15,481          32,802

     TOTAL CURRENT ASSETS            1,780,123       1,884,768


EQUIPMENT AND FIXTURES - net           330,618         351,656

OTHER ASSETS - net                     308,091         312,299

     TOTAL ASSETS                   $2,418,832      $2,548,723


    See notes to condensed consolidated financial statements.

(*)Balance sheet at September 30, 1996 has been taken from the
audited financial statements at that date.  All other financial
statements are unaudited.


                 HOLOMETRIX, INC. AND SUBSIDIARY
        CONDENSED CONSOLIDATED BALANCE SHEETS - Continued
              LIABILITIES AND STOCKHOLDERS' EQUITY
                           (Unaudited)

                                   December 31,   September 30,
                                      1996           1996
                                                     (*)
CURRENT LIABILITIES:
 Notes payable - stockholders     $  50,000     $   20,000
 Notes payable -line of credit      159,000         84,000
 Accounts payable                 1,102,865      1,204,028
 Accrued payroll and related 
     expenses                        29,804         37,086
 Accrued other expenses              97,782         59,135
 Due to stockholder                   8,709         77,204
 Current maturities of 
   long-term obligations            103,796        105,000

TOTAL CURRENT LIABILITIES         1,551,956      1,586,453

LONG-TERM DEBT
 Notes payable-stockholders,
      less current maturities        50,000        100,000
 Long term obligations, less 
      current maturities             88,539        113,539

TOTAL LIABILITIES                 1,690,495      1,799,992

MINORITY INTEREST IN CONSOLIDATED
SUBSIDIARY                           70,242         66,634

STOCKHOLDERS' EQUITY:
 Common stock, $.01 par value, 
   30,000,000 shares authorized; 
   issued 26,533,157                265,332        265,332

 Additional paid-in capital       2,459,009      2,459,009
 Accumulated deficit            (1,912,246)    (1,878,244)
                                    812,095        846,097
Less: Treasury stock (at cost)      104,000        104,000
      Subscriptions Receivable       50,000         60,000

TOTAL STOCKHOLDERS'
  EQUITY                            658,095        682,097

  TOTAL LIABILITIES AND STOCKHOLDERS'
   EQUITY                        $2,418,832     $2,548,723

    See notes to condensed consolidated financial statements.

(*)Balance sheet at September 30, 1996 has been taken from the
   audited financial statements at that date.  All other financial
   statements are unaudited.

                 HOLOMETRIX, INC. AND SUBSIDIARY
            CONDENSED CONSOLIDATED STATEMENTS OF LOSS
                                
                           (Unaudited)
                                
                           Three-Month Period Ended December 31, 
                                  1996             1995

NET REVENUES                   $1,082,622         $492,434

COST OF SALES                     568,539          341,518

GROSS PROFIT                      514,083          150,916

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES          463,272          138,198

RESEARCH AND DEVELOPMENT           74,965           32,809

TOTAL OPERATING EXPENSE           538,237          171,007

LOSS FROM OPERATIONS             (24,154)         (20,091)

INTEREST EXPENSE - net            (6,237)          (8,124)
LOSS BEFORE MINORITY INTEREST    (30,391)         (28,215)

MINORITY INTEREST IN NET INCOME OF
CONSOLIDATED  SUBSIDIARY          (3,611)           -

NET LOSS                       ( $34,002)       ( $28,215)


NET LOSS PER COMMON SHARE:        ($0.00)          ($0.00)

WEIGHTED AVERAGE NUMBER OF
 COMMON AND COMMON EQUIVALENT
 SHARES OUTSTANDING           22,296,878       16,296,878




    See notes to condensed consolidated financial statements.

                 HOLOMETRIX, INC. AND SUBSIDIARY
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                                
                           (Unaudited)

                                      Three-Month Period Ended December 31,
                                                 1996             1995

CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)                                    ($34,002)        ($28,215)
Adjustments to reconcile net (loss) to net
cash provided by (used for) operating 
activities:
 Depreciation and amortization                  36,430           34,763
 Minority interest                               3,611             -
 Changes in operating assets and liabilities:
  Accounts receivable                          130,483          (36,151)
  Inventories                                  (53,698)          16,895
  Other current assets                           14,621         (14,919)
  Accounts payable and accrued expenses         (69,798)         (1,018)
    Net cash provided by (used for) operating 
    activities                                   27,647         (28,645)

CASH FLOWS FROM INVESTING ACTIVITIES:
 Equipment and fixtures additions                (8,487)         (9,358)
   Net cash used for investing activities        (8,487)         (9,358)

CASH FLOWS FROM FINANCING ACTIVITIES:
 Decrease in notes payable                      (20,000)            -
 Due to stockholders, net                       (68,495)         21,903
 Subscription receivable payments                10,000             -
 Borrowings  under notes payable-line  
  of  credit                                     75,000          25,000
 Decrease in long-term obligations              (26,204)         (1,142)
    Net  cash provided by (used for) 
    financing activities                        (29,699)         45,761

Net  increase (decrease) in cash and cash 
  equivalents                                   (10,539)          7,758

Cash  and  cash  equivalents, beginning of  
  period                                         27,495          40,707

Cash and cash equivalents, end of period       $ 16,956       $  48,465

Supplemental disclosure of non-cash transactions:
                                
    See notes to condensed consolidated financial statements.


                 HOLOMETRIX, INC. AND SUBSIDIARY
                                
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                
                           (Unaudited)
                                
                                
    The  accompanying unaudited consolidated financial statements
have   been  prepared  in  accordance  with  generally   accepted
accounting principles for interim financial information and  with
the  instructions  to  Form  10-QSB.  Accordingly,  they  do  not
include  all  information  and footnotes  required  by  generally
accepted  accounting principles for complete financial  statement
presentation.   For further information refer  to  the  financial
statements  and  notes thereto included in the  Company's  Annual
Report on Form 10-KSB for the year ended September 30, 1996.

    The results of operations for the three month period reported
are  not necessarily indicative of those that may be expected for
the  full  year.   The  accompanying  financial  information   is
unaudited; however, in the opinion of management, all adjustments
(consisting solely of normal recurring adjustments) necessary  to
a  fair presentation of the operating results of the period  have
been included.


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
       CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Three-Month Period Ended December 31, 1996 as Compared With
 the Three-Month Period Ended December 31, 1995

     Revenues  in  the  first  quarter  of  fiscal  1997  totaled
$1,083,000  as compared to $492,000 in the comparable quarter  of
1996,  an  increase of $591,000.  This 120% increase is primarily
due  to the acquisition of a majority ownership in National Metal
Refining Company, Inc., ("Nametre") during fiscal year 1996.  The
revenues  for  Nametre alone totaled $576,000  and  Revenues  for
Holometrix  alone  totaled  $506,000,  a  3%  increase  over  the
comparable quarter of fiscal 1996.

    Cost  of  sales increased by $227,000, or 66%, from  $342,000
(70%  of  sales) in the first quarter of fiscal 1996 to  $569,000
(53%  of  sales)  in the same period of fiscal  1997.   This  66%
increase  is  attributable primarily to the Nametre  acquisition.
Cost  of  sales  for  Holometrix alone  totaled  $325,000,  a  5%
decrease.   Management  attributes  this  to  improved  operating
efficiencies.

    Selling,  general  and administrative expenses  increased  by
$325,000, or 236%, from $138,000 (28% of sales) to $463,000  (43%
of  sales).   The  difference was primarily  the  result  of  the
acquisition  of  Nametre.   Holometrix  expenses  alone   totaled
$178,000,  an  increase  of  29%.  The  Holometrix  increase  was
primarily  due  to the appointment of a Director of  Marketing  &
Sales  during fiscal year 1996, and increased marketing and sales
activities.

    Research and development increased $42,000, from $33,000  (7%
of sales) to $75,000 (7% of sales). The increase was again due to
the  acquisition  of  Nametre.  Holometrix  R&D  alone  increased
$3,000,  an increase of 9%.  This increase was due to the ongoing
introduction of new instrument products.

    Loss  from  operations was $24,000 in the  first  quarter  of
fiscal  1997,  compared with a loss of $20,000 in the  comparable
period of fiscal 1996.  Holometrix' loss from operation alone was
$33,000.  Consolidated Net loss was $34,000 in the first  quarter
of  fiscal 1997.  Holometrix net loss alone was $40,000  compared
with  a  net loss of $28,000 in the comparable period  of  fiscal
1996.    These   losses   are  due  to  increased   selling   and
administrative costs, partially offset by improved cost of  goods
sold, and income derived from the consolidation of Nametre.

    Total Assets decreased by $130,000 (5%) in the first quarter,
from  $2,548,723 to $2,418,832.  Cash decreased by $11,000,  and,
due   to  increased  collections  activity,  accounts  receivable
decreased   by  $130,000  in  the  first  quarter.    Inventories
increased  by  $54,000, due to manufacturing plans for  increased
sales volume. Other assets decreased by $16,000, due primarily to
a  $17,000 decrease in prepaid expenses for trade shows and other
items.   Equipment  and fixtures and fixtures  and  other  assets
decreased   by   $25,000,  due  primarily  to  depreciation   and
amortization.

   Total  Liabilities  decreased by $109,000,  primarily  due  to
decreases  of $88,000 in notes and other payables to  affiliates,
and  decreases  of  $101,000 in accounts payable,  offset  by  an
increase  of  $75,000  in  the  Company's  line  of  credit,  and
increases  of  $6,000  in accrued other expenses  and  long  term
obligations.  The Company's line of credit increased  by  $75,000
due  to  increased  borrowings.  Accounts  payable  decreased  by
$101,000, from $1,204,000 at September 30, 1996, to $1,103,000 at
December  31, 1996, primarily due to payment of extended payables
present  at  September 30, 1996 to conserve cash.  Accrued  other
expenses  increased  by $31,000, mainly due  to  commissions  for
certain  internal sales employees and international distributors.
Long  term  debt decrreased by $75,000 from $213,000 to $138,000,
$50,000 of that change is due to reclasification of notes payable
as current, and $25,000 for current other obligations.

    As of December 31, 1996, the Company had an outstanding order
backlog  for  products and services of approximately $801,000  as
compared  to  a  backlog of $118,000 at December  31,  1995.  The
Company believes the $801,000 backlog will be realized in  fiscal
1997.   The outstanding backlog for Holometrix alone at  December
31,  1996,  was approximately $434,000, an increase of   $316,000
(268%).   Management believes this is due to increased  marketing
and  sales  activities,  combined with the  introduction  of  the
Lambda 2000 series of instruments.


LIQUIDITY AND CAPITAL RESOURCES

Acquisition & Debt Conversion

      On  September  30, 1996, the Company acquired approximately
61.23%  of  the  outstanding shares of Nametre,  a  developer  of
instruments   for  the  measurement  of  viscous  properties   of
materials,  for  $225,000 in cash, and $75,000 in notes  payable,
plus  acquisition costs.  The acquisition has been accounted  for
under the purchase method of accounting, resulting in the cost of
the acquisition being preliminarily allocated on the basis of the
estimated  fair  value  of  the assets acquired  and  liabilities
assumed.   This   allocation  has   resulted   in   goodwill   of
approximately  $245,000 which is being amortized over  15  years.
The purchase also provided for the acquisition by the Company  of
warrants to purchase an additional 13,334 shares at $3 per  share
and  10,000 shares at $6 per share.  The Company raised the funds
to  acquire Nametre by issuing 6,000,000 shares of the  Company's
common  stock  to  Tytronics, Incorporated  ("Tytronics"),  at  a
purchase  price of $.05 per share.  At the time of this  sale  of
shares,  the Company entered into a debt restructuring  agreement
with  Tytronics; in conjunction with that agreement, the  Company
also  issued  warrants to Tytronics to purchase one million,  one
hundred  thousand  (1,100,000) shares  of  Common  Stock   at  an
exercise  price  of  $0.05 per share and one million  (1,000,000)
shares  of Common Stock at an exercise price of $0.10 per  share,
expiring  February 1, 2006. The purchase did not have a  material
effect on the Consolidated Statement of Income for the year ended
September 30, 1996.

Notes payable to stockholders

As  of December 31, 1995, the Company was in default on the  then
current  $55,000  installment payment due on  the  term  note  to
Tytronics.  However, Tytronics had expressed its agreement not to
accelerate  payment  on  this term  note.   Subsequently,  as  of
September  30, 1996, in connection with additional  common  stock
sold  to  Tytronics, the note was re-written for $100,000 payable
in  two  installments  due in November 1997  and  November  1998.
At December 31, 1996, the total outstanding balance was $100,000,
of which $50,000 is classified as current.

Notes payable line of credit

   On December 22, 1994, Silicon Valley Bank provided the Company
with  a  line of credit in the amount of $350,000.  This line  of
credit  is  secured by substantially all assets of  the  Company.
Advances under this line are not permitted to exceed 70%  of  the
Company's   eligible  accounts  receivable  as  defined.    These
outstanding   amounts are payable on demand and bear interest  at
the  bank's  prime rate plus 1.5%.  Advances are also  contingent
upon  maintaining  certain covenants relative  to  profitability,
liquidity,  tangible net worth, and leverage. As of December  31,
1996,  the  Company  was in compliance with  all  covenants,  and
borrowings  under the line of credit were $159,000.  On  December
31,  1996, the Silicon Valley Bank approved the inclusion of  the
Nametre  accounts receivables, thereby increasing  the  Company's
borrowing capacity.

In  the  second  half of fiscal 1996 the Company  introduced  new
instrument products, namely the Lambda 2000 Series.  The  Company
will  continue to invest in enhanced sales and marketing efforts,
new   product  development,  and  the  development  of  strategic
relationships, including licensing, acquisition, or mergers.   If
the  Company's  new  instrument product line, combined  with  new
marketing  efforts  meet with success, the  Company's  management
believes  that  increased revenues could result in  a  return  to
profitability  before  the  end  of  fiscal  1997.   Under  these
conditions,  management believes that operating capital  and  the
line  of  credit from Silicon Valley Bank will provide sufficient
capital  to maintain stable Company operations throughout  fiscal
1997.  Management also believes that additional capital resources
will  be  available from Tytronics.  However,  there  can  be  no
assurance that the Company will become profitable in fiscal 1997,
that  adequate operating funds will be generated through  revenue
increases, that strategic relationships will materialize, or that
additional funding can be obtained on acceptable terms.

PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

         The  Company  was not involved in any legal proceedings  as
         of the date of this report.

Item 2.  Changes in Securities

         Not applicable.

Item 3.  Defaults Upon Senior Securities

         Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders

         No  matters  were submitted to a vote of security  holders,
      whether  through the solicitation of proxies or  otherwise,
      during the quarter ended December 31, 1996.

Item 5.  Other Information

         Not applicable.

Item 6.  Exhibits and Reports on Form 8-K

         (a) Exhibits

         27.  Financial Data Schedule

         (b) Reports on Form 8-K

         The  Company filed a report on form 8-K dated October  9,
      1996,  and  amended it on December 16, 1996.   This  filing
      reported  the  acquisition by the Company, of approximately
      61.23% of the issued and outstanding stock of Nametre,  and
      disclosed  the financial statements and pro forma financial
      information relative to the acquired business..




                            SIGNATURE
                                
                                
    Pursuant  to  the  requirements  of  the  Exchange  Act,  the
Registrant has caused this report to be signed on its  behalf  by
the undersigned, thereunto duly authorized.



                                    Holometrix, Inc.



                                    By: \s\ John E. Wolfe
                                         John E. Wolfe
                                        President






Date:  February 12, 1997