Page 1

                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                                
                                
                           FORM 10-QSB
                                
                                
     Quarterly Report under Section 13 or 15(d) of the Securities
     Exchange Act of 1934
     For the quarterly period ended March 31, 1997

     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
       Incorporation   or  Organization)           Identification
Number)

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

                                
                         (617) 275-3300
         (Issuers 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      No

As  of  March  31, 1997, 22,296,878 shares of Common  Stock  were
outstanding.

Transitional Small Business Disclosure Format:

Yes      No

                           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. . . . . . . . . . . . . .  .7
           Notes to Condensed Consolidated Financial Statements..8

   Item 2. Management's Discussion and Analysis or Plan of 
                                           operations . . . . .  9


PART II.  OTHER INFORMATION

   Item 1.        Legal Proceedings . . . . . . . . . . . . . . .13

   Item 2.        Changes in Securities . . . . . . . . . . . . .13

   Item 3.        Defaults upon Senior Securities . . . . . . . .13

   Item  4.         Submission of Matters to a Vote  of  Security
                                 Holders . . . . . . . . . . .   13

   Item 5.        Other Information . . . . . . . . . . . . . . .13

  Item 6.        Exhibits and Reports on Form 8-K . . . . . . . .13

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . .  .14


(*)  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)
                                
                                           March 31,      September 30,
                                             1997            1996
                                                             (*)
CURRENT ASSETS:

Cash and cash equivalents                  $189,736        $ 27,495
Accounts receivable, less allowance 
  for doubtful accounts of $35,000          1,127,420     1,162,148
Inventories                                   745,461       662,323
Due from stockholder                           12,379          -
Other current assets                           20,331        32,802

     TOTAL CURRENT ASSETS                   2,095,327     1,884,768


EQUIPMENT AND FIXTURES - net                  318,081       351,656

OTHER ASSETS - net                            301,731       312,299

     TOTAL ASSETS                          $2,715,139    $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)
                                              March 31,     September 30,
                                                1997           1996
                                                               (*)
CURRENT LIABILITIES:
 Notes payable - stockholders           $     50,000      $     20,000
 Notes payable -line of credit               284,000            84,000
 Accounts payable                          1,308,509         1,204,028
 Accrued payroll and related expenses         40,244            37,086
 Accrued other expenses                      153,525            59,135
 Due to stockholder                              -              77,204
 Current maturities of
   long-term obligations                     110,010           105,000

TOTAL CURRENT LIABILITIES                  1,946,288         1,586,453

LONG-TERM DEBT, .
 Notes payable-stockholders,
      less current maturities                 50,000           100,000
 Long term obligations,
      less current maturities                 56,095           113,539

TOTAL LIABILITIES                          2,052,383         1,799,992

MINORITY INTEREST IN CONSOLIDATED
SUBSIDIARY                                   106,436            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                      (2,044,021)       (1,878,244)
                                             680,320           846,097
Less: Treasury stock (at cost)               104,000           104,000
          Subscriptions Receivable            20,000            60,000

TOTAL STOCKHOLDERS'
  EQUITY                                     556,320           682,097

  TOTAL LIABILITIES AND STOCKHOLDERS'
   EQUITY                                 $2,715,139        $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 March 31,
                                  1997             1996

NET REVENUES                   $1,232,418         $353,246

COST OF SALES                     658,074          271,300

GROSS PROFIT                      574,344           81,946

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES          561,614          197,140

RESEARCH AND DEVELOPMENT           89,679           37,894

    TOTAL OPERATING EXPENSES      651,293          235,034

LOSS FROM OPERATIONS             (76,949)        (153,088)

INTEREST EXPENSE - net           (18,635)          (8,618)
LOSS BEFORE MINORITY INTEREST    (95,584)        (161,706)

MINORITY INTEREST IN NET INCOME OF
CONSOLIDATED  SUBSIDIARY         (36,192)           -


NET LOSS                       ($131,776)       ($161,706)


NET LOSS PER COMMON SHARE:        ($0.01)           ($0.01)

WEIGHTED AVERAGE NUMBER OF
 COMMON AND COMMON EQUIVALENT
 SHARES USED IN CALCULATION OF 22,296,878       16,296,878
 INCOME PER COMMON SHARE



          See notes to condensed financial statements.
                 HOLOMETRIX, INC. AND SUBSIDIARY
            CONDENSED CONSOLIDATED STATEMENTS OF LOSS
                                
                                
                           (Unaudited)
                                
                             Six-Month Period Ended March 31,
                                  1997             1996

NET REVENUES                   $2,315,040         $845,680

COST OF SALES                   1,226,613          612,818

GROSS PROFIT                    1,088,427          232,862

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES        1,024,886          335,354

RESEARCH AND DEVELOPMENT          164,644           70,707

 TOTAL OPERATING EXPENSE        1,189,530          406,061

LOSS FROM OPERATIONS            (101,103)        (173,199)

INTEREST EXPENSE - net           (24,872)         (16,742)
LOSS BEFORE MINORITY INTEREST   (125,975)        (189,941)

MINORITY INTEREST IN NET INCOME OF
CONSOLIDATED  SUBSIDIARY         (39,802)           -


NET LOSS                       ($165,777)       ($189,941)


NET LOSS PER COMMON SHARE:        ($0.01)            ($0.01)

WEIGHTED AVERAGE NUMBER OF
 COMMON AND COMMON EQUIVALENT
 SHARES USED IN CALCULATION OF 22,296,878       16,296,878
 LOSS PER COMMON SHARE



          See notes to condensed financial statements.
                                
                 HOLOMETRIX, INC. AND SUBSIDIARY
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                                
                           (Unaudited)
                                         Six-Month Period Ended March 31,
                                                1997             1996
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                   ($165,777)       ($189,941)
  Adjustments to reconcile net loss to net
    cash provided by (used for) operating activities:
  Depreciation and amortization                 71,963           65,766
  Minority interest                             39,802              -
Change in operating assets and liabilities:
  Accounts receivable                           34,728         (121,161)
  Inventories                                  (83,138)          14,721
  Other current assets                           9,223          (17,962)
  Accounts payable and accrued expenses        202,029          138,076
    Net  cash  provided  (used)
         by operating activities               108,830         (110,501)

CASH FLOWS FROM INVESTING ACTIVITIES:
 Equipment and fixtures additions              (24,572)         (17,537)
   Net cash used for investing activities      (24,572)         (17,537)

CASH FLOWS FROM FINANCING ACTIVITIES:
 (Decrease) increase in notes payable to:
   stockholders and others                     (20,000)          50,000
 Due to stockholder, net                       (89,583)          15,676
 Increase in bank line of credit               200,000           25,000
 Subscription receivable payments               40,000              -
 Decrease in long-term obligations             (52,434)          (2,301)
    Net  cash  provided by 
         financing  activities                  77,983           88,375

Net  increase  (decrease) 
         in cash and cash  equivalents         162,241          (39,663)

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

Cash and cash equivalents, end of period      $189,736        $   1,044

    See notes to condensed consolidated financial statements.
                 HOLOMETRIX, INC. AND SUBSIDIARY
                                
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                
                           (Unaudited)
                                
                                
    The  accompanying  unaudited financial statements  have  been
prepared   in  accordance  with  generally  accepted   accounting
principles  for  interim  financial  information  and  with   the
instructions for 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 any interim periods 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 - Holometrix, Inc. (the "Company")  is  a
product  development,  manufacturing and contract  test  services
company    which   specializes   in   manufacturing   instruments
("Instruments")  and providing contract test  services  ("Testing
Services") for measuring the thermophysical properties of a  wide
variety  of  materials.  National Metal Refining  Company,  Inc.,
("Nametre"),  in  which  Holometrix holds  a  majority  ownership
position, manufactures on-line sensors and laboratory instruments
for measuring the viscosity of a wide range of materials.

Three-Month Period Ended March 31, 1997 as Compared With
 the Three-Month Period Ended March 31, 1996
                                
    Revenues  in  the  second  quarter  of  fiscal  1997  totaled
$1,232,000  as compared to $353,000 in the comparable quarter  of
1996,  an  increase of $879,000.  This 249% 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 $770,000  and  Revenues  for
Holometrix  alone  totaled $462,000,  a  31%  increase  over  the
comparable  quarter  of fiscal 1996, due primarily  to  increased
sales  and  marketing  activity  and  the  introduction  of   the
Company's new Lambda instrument.

    Cost  of  sales increased by $387,000, or 143%, from $271,000
(77%  of  sales) in the first quarter of fiscal 1996 to  $658,000
(53%  of  sales)  in the same period of fiscal 1997.   This  143%
increase  is  attributable primarily to the Nametre  acquisition.
Cost  of  sales  for  Holometrix alone totaled  $359,000,  a  32%
increase.   This  increase is primarily  due  to  the  comparable
increase in sales.

    Selling,  general  and administrative expenses  increased  by
$364,000, or 185%, from $197,000 (56% of sales) to $562,000  (46%
of  sales).   The  difference was primarily  the  result  of  the
acquisition  of  Nametre.   Holometrix  expenses  alone   totaled
$233,000,  an  increase  of  18%.  The  Holometrix  increase  was
primarily  due  to professional expenses incurred  in  connection
with  the  consolidation of Nametre, and increased marketing  and
sales activities.

    Research and development increased $52,000, from $38,000 (11%
of  sales)  to  $90,000  (7% of sales). The  increase  was  again
primarily  due  to  the acquisition of Nametre.   Holometrix  R&D
alone  increased $13,000, an increase of 34%.  This increase  was
due  to  the  addition of a development engineer and the  ongoing
development of new instrument products.

    Loss  from  operations was $77,000 in the  first  quarter  of
fiscal  1997, compared with a loss of $153,000 in the  comparable
period of fiscal 1996.  Holometrix' loss from operation alone was
$182,000.   Consolidated  Net loss  was  $132,000  in  the  first
quarter  of fiscal 1997.  Holometrix net loss alone was  $189,000
compared with a net loss of $162,000 in the comparable period  of
fiscal  1996. These losses are primarily due to increased selling
and  administrative costs, partially offset by improved  cost  of
goods sold, and income derived from the consolidation of Nametre.

Six-Month Period Ended March 31, 1997 as Compared With
 the Six-Month Period Ended March 31, 1996

    Revenues  in the first half of fiscal 1997 totaled $2,315,000
as  compared  to $846,000 in the comparable period  of  1996,  an
increase of $1,469,000.  This 174% increase is primarily  due  to
the  acquisition of a majority ownership in Nametre during fiscal
year 1996.  The revenues for Nametre alone totaled $1,347,000 and
Revenues  for  Holometrix alone totaled $968,000, a 14%  increase
over  the  comparable  period of fiscal 1996,  due  primarily  to
increased  sales  and marketing activity and the introduction  of
the Company's new Lambda instrument.
 .

    Cost  of  sales increased by $614,000, or 100%, from $613,000
(72%  of  sales) in the first half of fiscal 1996  to  $1,227,000
(53%  of  sales)  in the same period of fiscal 1997.   This  100%
increase  is  attributable primarily to the Nametre  acquisition.
Cost  of  sales  for  Holometrix alone totaled  $685,000,  a  12%
increase.  This  increase  is primarily  due  to  the  comparable
increase in sales.

    Selling,  general  and administrative expenses  increased  by
$690,000,  or  206%, from $335,000 (40% of sales)  to  $1,025,000
(44%  of sales).  The difference was primarily the result of  the
acquisition  of  Nametre.   Holometrix  expenses  alone   totaled
$411,000,  an  increase  of  23%.  The  Holometrix  increase  was
primarily  due  to professional expenses incurred  in  connection
with  the  consolidation of Nametre, and increased marketing  and
sales activities.

    Research and development increased $94,000, from $71,000  (8%
of  sales) to $165,000 (7% of sales). The increase was again  due
to  the  acquisition of Nametre.  Holometrix R&D alone  increased
$16,000,  an  increase  of 23%.  This increase  was  due  to  the
addition of a development engineer and ongoing development of new
instrument products.

    Loss from operations was $101,000 in the first half of fiscal
1997,  compared with a loss of $173,000 in the comparable  period
of  fiscal  1996.   Holometrix' loss  from  operation  alone  was
$215,000.   Consolidated Net loss was $166,000 in the first  half
of  fiscal 1997.  Holometrix net loss alone was $229,000 compared
with  a  net loss of $190,000 in the comparable period of  fiscal
1996.   These  losses are primarily 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 increased by $166,000 (7%) in the  first  half,
from  $2,548,723  to  $2,715,139.  Cash  increased  by  $162,000,
primarily  as a result of increased borrowing from the  Company's
bank  line  of credit and due to increased collections  activity,
accounts  receivable  decreased by $35,000  in  the  first  half.
Inventories increased by $83,000, due to manufacturing plans  for
increased  sales volume.  Other assets decreased by $11,000,  due
primarily  to  $14,000 for amortization of goodwill and  patents,
offset  by  $3,000  increase in deposits  to  a  foreign  entity.
Equipment  and  fixtures decreased by $33,000, due  primarily  to
depreciation and amortization.

   Total  Liabilities increased by $252,000, primarily due  to  a
$200,000  increase in the Company's line of credit, and increases
of  $97,000  in  accrued payroll and other  expenses.   This  was
offset by decreases due to repayment of $77,000 to a stockholder,
decreases of $107,000 in long-term debt, and increases of $35,000
in  notes  payable to stockholders and other current  maturities.
Accounts  payable  increased  by  $104,000,  from  $1,204,000  at
September  30,  1996, to $1,308,000 at March 31, 1997,  primarily
due to increases in operational expenditures.

    As  of  March 31, 1997, the Company had an outstanding  order
backlog  for  products and services of approximately $485,000  as
compared to a backlog of $120,000 at March 31, 1996. The  Company
believes  the  $485,000 backlog will be realized in fiscal  1997.
The  outstanding backlog for Holometrix alone at March 31,  1997,
was  approximately  $335,000, an increase  of   $215,000  (179%).
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 oiginal  $165,000
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, $65,000 of  the  note
was  converted  to equity as payment and the note was  re-written
for $100,000 payable in two installments due in November 1997 and
November 1998.  At March 31, 1997, 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  advances  are
contingent   upon  maintaining  certain  covenants  relative   to
profitability, liquidity, tangible net worth, and  leverage.   As
of  March  31, 1997, the Company was not in compliance  with  the
leverage  covenant.   This was due to the  $300,000  invested  in
Nametre.   These investments are excluded from the  tangible  net
worth  calculation.  The bank subsequently provided  the  Company
with a waiver of that covenant.  As of March 31, 1997, borrowings
under  the  line of credit were $284,000.  On December 31,  1996,
the  Silicon  Valley Bank approved the inclusion of  the  Nametre
accounts  receivables  in the Company's borrowing  base,  thereby
increasing the Company's borrowing capacity.

In  the  second  half of fiscal 1996 the Company  introduced  new
instrument  product  line, 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.

New Accounting Pronouncements

    Statement of Financial Accounting Standards No. 128 "Earnings
Per  Share", issued by the Financial Standards Board is effective
for  financial statements for fiscal years ending after  December
15,  1997.   The new standard establishes standards for computing
and presenting earnings per share.

    The  effect  of  adopting Statement of  Financial  Accounting
Standards  No.  128 ("FAS No. 128") has not been estimated.   The
Company is required to adopt the disclosure requirements  of  FAS
No. 128 during the period ended December 31, 1997.







PART II - OTHER INFORMATION


Item 1.   Legal Proceedings

               Not applicable.

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

       The  Company's Annual Meeting of Stockholders was held  on
Marc  13, 1997.  Two issues were submitted for vote: (a)  To  fix
the  number of directors at four, and to elect four directors  to
hold  office  for  the  ensuing year;  and  (b)  To  approve  the
selection  by  the  Board of Directors  of  BDO  Seidman  as  the
Company's  independent  auditors  for  the  fiscal  year   ending
September  30,  1997.   Fixing the number of  directors  at  four
received  18,780,463  votes for, -0- votes against,  and  176,596
votes abstained.  Each director received 18,780,463 votes for, no
votes against, and 176,596 votes abstained.  BDO Seidman received
18,923,725  votes  for,  30,000 votes against,  and  3,334  votes
abstained.   The  Stockholders  elected  the  four  directors  as
proposed, and approved the selection of the Company's independent
auditors as proposed.

Item 5.   Other Information

              Not applicable.

Item 6.   Exhibits and Reports on Form 8-K

               (a) Exhibits:  The following exhibits are filed as
      a part of this Form 10-QSB

           Exhibit 27.0  Financial Data Schedule.

              (b) Reports on Form 8-K

              Not applicable.



                            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 and Treasurer
                                (Principal Executive Officer  and
Financial Officer)






Date:  May 14, 1997