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 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

                           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 ofOperations   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)
                                
                                 June 30,       September 30,
                                   1997            1996
                                                    (*)
CURRENT ASSETS:

Cash and cash equivalents         $189,294      $ 27,495
Accounts receivable, less allowance
for doubtful accounts of $35,000 1,071,674     1,162,148
Inventories                        792,196       662,323
Due from stockholder                 1,830          -
Other current assets                23,837        32,802

      TOTAL CURRENT ASSETS       2,078,831     1,884,768


EQUIPMENT AND FIXTURES - net       363,889       351,656

OTHER ASSETS - net                 292,700       312,299

     TOTAL ASSETS               $2,735,420    $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)
                                    June 30,      September 30,
                                      1997           1996
                                                     (*)
CURRENT LIABILITIES:
 Notes payable - stockholders$       50,000   $     20,000
 Notes payable -line of credit      284,000         84,000
 Accounts payable                 1,267,282      1,204,028
 Accrued payroll and related expenses41,805         37,086
 Accrued other expenses             254,794         59,135
 Due to stockholder                   4,340         77,204
 Current maturities
     of long-term obligations        85,020        105,000

TOTAL CURRENT LIABILITIES         1,987,241      1,586,453

LONG-TERM DEBT:
 Notes payable-stockholders,
      less current maturities        50,000        100,000
 Long term obligations,
      less current maturities        54,846        113,539

TOTAL LIABILITIES                 2,092,087      1,799,992

MINORITY INTEREST IN CONSOLIDATED
SUBSIDIARY                          120,137         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             (2,097,145)    (1,878,244)
                                    627,196        846,097
Less: Treasury stock (at cost)      104,000        104,000
          Subscriptions Receivable      -           60,000

TOTAL STOCKHOLDERS'
  EQUITY                            523,196        682,097

  TOTAL LIABILITIES AND STOCKHOLDERS'
   EQUITY                        $2,735,420     $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 June
30,
                                  1997             1996

NET REVENUES                   $1,019,677         $577,703

COST OF SALES                     534,982          318,014

GROSS PROFIT                      484,695          259,689

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES          401,764          202,689

RESEARCH AND DEVELOPMENT          105,150           42,349

    TOTAL OPERATING EXPENSES      506,914          245,038

(LOSS) INCOME FROM OPERATIONS     (22,219)          14,651

INTEREST EXPENSE - net            (17,201)          (9,445)
(LOSS) INCOME BEFORE
      MINORITY INTEREST           (39,420)           5,206

MINORITY INTEREST IN NET INCOME OF
CONSOLIDATED  SUBSIDIARY          (13,702)             -


NET (LOSS) INCOME                ($53,122)         $ 5,206


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

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



          See notes to condensed financial statements.
                 HOLOMETRIX, INC. AND SUBSIDIARY
            CONDENSED CONSOLIDATED STATEMENTS OF LOSS
                                
                                
                           (Unaudited)
                                
                                   Nine-Month Period EndedJune
30,
                                  1997             1996

NET REVENUES                   $3,334,717       $1,423,382

COST OF SALES                   1,761,595          930,832

GROSS PROFIT                    1,573,122          492,550

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES        1,426,655          538,048

RESEARCH AND DEVELOPMENT          269,794          113,051

 TOTAL OPERATING EXPENSE        1,696,449          651,099

LOSS FROM OPERATIONS             (123,327)        (158,549)

INTEREST EXPENSE - net            (42,071)         (26,187)
LOSS BEFORE MINORITY INTEREST    (165,398)        (184,736)

MINORITY INTEREST IN NET INCOME OF
CONSOLIDATED  SUBSIDIARY          (53,503)            -


NET LOSS                        ($218,901)       ($184,736)


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)
                                    Nine-Month Period Ended June
30,
                                      1997             1996
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                        ($218,901)       ($184,736)
  Adjustments to reconcile net loss
  to net cash provided by (used for)
  operating activities:
  Depreciation and amortization     110,619           93,555
  Minority interest                  53,503           -
Change in operating assets and liabilities:
  Accounts receivable                90,474          (29,731)
  Inventories                      (129,873)          11,744
  Other current assets                7,841           (1,354)
  Accounts payable and
        accrued expenses            263,632          109,035
    Net  cash  provided  (used)
         by operating activities    177,295           (1,487)

CASH FLOWS FROM INVESTING ACTIVITIES:

 Equipment and fixtures additions  (102,129)         (36,572)
 Notes receivable                     -              (50,000)
   Net cash used for
             investing activities  (102,129)         (86,572)

CASH FLOWS FROM FINANCING ACTIVITIES:
 (Decrease) increase in notes payable to:

   stockholders and others          (20,000)          39,933
 Due to stockholder, net            (74,694)          43,757
 Increase in bank line of credit    200,000           25,000
 Subscription receivable payments    60,000              -
 Decrease in long-term obligations  (78,673)          (3,411)
    Net cash  provided
        by  financing  activities    86,633          105,279

Net  increase (decrease) in cash
      and cash  equivalents         161,799           17,220

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

Cash and cash equivalents,
     end of period               $  189,294       $   57,927

    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 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, 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. this increase
is primarily due to the inclusion of Nametre's backlog. 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 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

               Not applicable.

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:  August 13, 1997