UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549
                              
                              
                        FORM 10-QSB/A
                              
                              
     Quarterly Report under Section 13 or 15(d) of the
     Securities Exchange Act of 1934
     For the quarterly period ended June 30, 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 June 30, 1997, 22,296,878 shares of Common Stock were
outstanding.
Transitional Small Business Disclosure Format:
yes      No
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 June 30, 1997 as Compared With
 the Three-Month Period Ended June 30, 1996
                              
    Revenues  in  the third quarter of fiscal  1997  totaled
$1,020,000 as compared to $578,000 in the comparable quarter
of  1996,  an  increase of $442,000.  This 76%  increase  is
primarily due to the acquisition of a majority ownership  in
Nametre  at the end of  fiscal year 1996.  The revenues  for
Nametre  alone totaled $492,000 and revenues for  Holometrix
alone  totaled  $528,000, a 9% decrease over the  comparable
quarter  of fiscal 1996.  This decrease is due primarily  to
the  decrease  of  revenue  from a government  contract  and
certain  instruments,  offset by increased  sales  generated
from   the   introduction  of  the  Company's   new   Lambda
instrument.

    Cost  of  sales  increased by  $217,000,  or  68%,  from
$318,000 (55% of sales) in the third quarter of fiscal  1996
to  $535,000  (52%  of sales) in the same period  of  fiscal
1997.   This 68% increase is attributable primarily  to  the
Nametre  acquisition.   Cost of sales for  Holometrix  alone
totaled   $350,000,  a  10%  increase.   This  increase   is
primarily  due  to  the  higher costs  associated  with  the
introduction of the newly developed Lambda instrument.

   Selling, general and administrative expenses increased by
$199,000,  or 98%, from $203,000 (35% of sales) to  $402,000
(39% of sales).  The difference was primarily the result  of
the  acquisition  of  Nametre.   Holometrix  expenses  alone
totaled $201,000, a decrease of 1%.

    Research and development increased $63,000, from $42,000
(7%  of sales) to $105,000 (10% of sales). The increase  was
again   primarily  due  to  the  acquisition   of   Nametre.
Holometrix R&D alone decreased $2,000, a decrease of 5%.

    Loss from operations was $22,000 in the third quarter of
fiscal  1997,  compared with an income  of  $15,000  in  the
comparable  period  of fiscal 1996.  Holometrix'  loss  from
operation  alone  was $63,000.  Consolidated  Net  loss  was
$53,000 in the third quarter of fiscal 1997.  Holometrix net
loss  alone was $75,000 compared with a net income of $5,000
in  the  comparable period of fiscal 1996. These losses  are
primarily  due to lower sales and increased costs of  sales,
partially offset by income derived from the consolidation of
Nametre.
Nine-Month Period Ended June 30, 1997 as Compared With
 the Nine-Month Period Ended June 30, 1996

    Revenues  for  the  nine months of fiscal  1997  totaled
$3,335,000  as  compared  to $1,423,000  in  the  comparable
period  of  1996,  an  increase of  $1,912,000.   This  134%
increase  is primarily due to the acquisition of a  majority
ownership  in Nametre at the end of  fiscal year 1996.   The
revenues  for Nametre alone totaled $1,839,000 and  revenues
for  Holometrix alone totaled $1,496,000, a 5% 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  $831,000,  or  89%,  from
$931,000 (65% of sales) for the nine months of  fiscal  1996
to  $1,762,000 (53% of sales) in the same period  of  fiscal
1997.   This  89% increase is primarily due to  the  Nametre
acquisition.   Cost  of sales for Holometrix  alone  totaled
$1,034,000, an 11% increase. This increase is primarily  due
to  the higher costs associated with the introduction of the
newly developed Lambda instrument.

   Selling, general and administrative expenses increased by
$889,000,   or  165%,  from  $538,000  (38%  of  sales)   to
$1,427,000 (43% of sales).  The difference was primarily the
result  of the acquisition of Nametre.  Holometrix  expenses
alone totaled $612,000, an increase of 14%.
The Holometrix increase was primarily due to increased legal
and   audit  expenses  incurred  in  connection   with   the
consolidation and reporting of  Nametre.

     Research  and  development  increased  $157,000,   from
$113,000  (8%  of  sales) to $270,000  (8%  of  sales).  The
increase  was  again  due  to the  acquisition  of  Nametre.
Holometrix R&D alone increased $14,000, an increase of  12%.
This  increase  was  due to the addition  of  a  development
engineer and ongoing development of new instrument products.

    Loss from operations was $123,000 for the nine months of
fiscal  1997,  compared  with a  loss  of  $159,000  in  the
comparable  period  of fiscal 1996.  Holometrix'  loss  from
operations  alone was $278,000.  Consolidated Net  loss  was
$219,000 for the nine months of fiscal 1997.  Holometrix net
loss alone was $303,000 compared with a net loss of $185,000
in  the comparable period of fiscal 1996.  These losses  are
primarily  due  to  increased  manufacturing,  selling   and
administrative  costs, partially offset by   income  derived
from the consolidation of Nametre.

    Total  Assets  increased by $187,000 (7%)  in  the  nine
months of fiscal 1997, from $2,549,000 to $2,735,000.   Cash
increased  by  $162,000, primarily as a result of  increased
borrowing  from  the Company's bank line of  credit  and  to
increased  collections activity, resulting in a decrease  in
accounts   receivable  of  $90,000  in  the   nine   months.
Inventories  increased  by $130,000,  due  to  manufacturing
plans for increased sales volume and the introduction  of  a
new  product. Other current assets decreased by $9,000,  due
to   the   expensing  of  incurred  but  unbilled  insurance
premiums.   Other assets decreased by $20,000, due primarily
to  $21,000 for amortization of goodwill and patents, offset
by  a  $1,000  increase in deposits. Equipment and  fixtures
increased   by  $12,000,  due  to  purchase  of   additional
equipment.

   Total Liabilities increased by $292,000, primarily due to
a  $200,000  increase in the Company's line of  credit,  and
increases  of  $263,000  in  accounts  payable  and  accrued
expenses.   This was offset by decreases due to net  payment
of  $74,000 to a stockholder, decreases of $78,000 in  long-
term  debt,  and  decreases of $20,000 in notes  payable  to
stockholders and other current maturities.  Accounts payable
increased by $63,000, from $1,204,000 at September 30, 1996,
to  $1,267,000 at June 30, 1997, primarily due to  increases
in operational expenditures and sales commissions.

   As of June 30, 1997, the Company had an outstanding order
backlog  for products and services of approximately $825,000
as  compared to a backlog of $368,000 at June 30, 1996.  The
Company   believes  the $ 825,000 backlog  will  largely  be
realized  in  fiscal  1997.   The  outstanding  backlog  for
Holometrix  alone  at  June 30, 1997,  was  approximately  $
278,000, a decrease of $ 90,000  (24%). This decrease is due
primarily  to  the  decrease of revenue  from  a  government
contract and certain 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, 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 original
$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
June  30,  1997, the total outstanding balance was $100,000,
of which $50,000 is classified as current.
Notes payable line of credit

    As  of  June 30, 1997, the Company, in concert with  its
subsidiary Nametre and its parent company Tytronics obtained
new  terms from Silicon Valley Bank for a combined  line  of
credit and term loan of $1,500,000, secured by substantially
all  assets  of  the  Company , its subsidiary  Nametre  and
Tytronics.  This new line was in  effect on July  24,  1997.
Advances under this line through September 1, 1997, can  not
exceed  the lesser of 70% of the Company's eligible accounts
receivable  as  defined,  or the consolidated  Tangible  Net
Worth  as  defined  plus the minority interest.  Thereafter,
borrowings can not exceed the lesser of 70% of the Company's
eligible  accounts receivable as defined,  or  110%  of  the
consolidated   Tangible  Net  Worth   as   defined.    These
outstanding  amounts are payable on demand and advances  are
contingent  upon maintaining certain covenants  relative  to
profitability, liquidity and tangible net worth.  As of June
30,  1997,  the Company was in compliance with all covenants
and ratios of the new line of credit.  At June 30, 1997, the
Companys'  borrowings under its prior line  of  credit  were
$284,000.

In  the second half of fiscal 1996 the Company introduced  a
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. 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, it is unlikely that the  Company  will
become  profitable  in fiscal 1997,  and  there  can  be  no
guarantees  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.







                          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:  August 19, 1997