Page 15
                          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, 1999
   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
                          Metrisa, 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)
                                
                         (781) 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,  1999, 1,020,074 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 Operations. . . . . . . . . . . . . . .... ..  5
           Statements of Cash Flows. . . . . . . . . . . . . . . .....  7
           Notes to Condensed Consolidated Financial Statements.......  8

         Item 2.     Management's Discussion and Analysis of
                     Financial Condition and
                     Results of Operations . . . _____________. ....   10


PART II.  OTHER INFORMATION

   Item 1.        Legal Proceedings . . . . . . . . . . . . . . ...... 14

   Item 2.        Changes in Securities . . . . . . . . . . . . ...... 14

   Item 3.        Defaults upon Senior Securities . . . . . . . . .....14

   Item  4.       Submission of Matters to a Vote of SecurityHolders.. 14

   Item 5.        Other Information . . . . . . . . . . . . . . . . .  14

  Item 6.        Exhibits and Reports on Form 8-K . . . . . . . .      14

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . .  . .    15


(*)  The  financial information at September 30,  1998  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

                          METRISA, INC.
                   CONSOLIDATED BALANCE SHEETS
                             ASSETS
                           (Unaudited)
                                
                                    March 31,   September 30,
                                      1999         1998
                                                    (*)
CURRENT ASSETS:

Cash and cash equivalents      $1,598,726     $ 2,469,053
Accounts receivable, less allowance
  for doubtful accounts of $78,500
      at March 31, 1999 and
      September 30, 1998        1,514,517       1,926,602
Inventories                     1,425,392       1,370,460
Other current assets              110,783          93,029

     TOTAL CURRENT ASSETS       4,649,418       5,859,144


EQUIPMENT AND FIXTURES - net      342,041         377,783

OTHER ASSETS - net              1,857,807       1,970,981

     TOTAL ASSETS              $6,849,266      $8,207,908



 The accompanying notes are an integral part of these financial
                           statements.
(*)Balance sheet at September 30, 1998 has been taken from the
audited financial statements at that date.  All other financial
statements are unaudited.
                          METRISA, INC.
             CONSOLIDATED BALANCE SHEETS - Continued
              LIABILITIES AND STOCKHOLDERS' EQUITY
                           (Unaudited)
                                        March 31, September 30,
                                          1999      1998
                                                     (*)
CURRENT LIABILITIES:
 Notes payable to bank        $     408,059   $    213,059
 Accounts payable                 1,216,192      1,312,773
 Accrued expenses and other         377,266        508,319
 Current portion of long-term debt  679,323        561,441

TOTAL CURRENT LIABILITIES         2,680,840      2,595,592
Long- term debt,
 less current portion             2,028,036      2,833,777


Commitments

STOCKHOLDERS' EQUITY:
 Common stock, $.50 par value,
 4,000,000 shares
  authorized; 1,020,074 and 1,022,911
  shares issued and outstanding at
  March 31, 1999 and September 30, 1998,
  respectively                      510,037        511,456
 Additional paid-in capital       1,982,949      2,455,069
 Retained earnings
 (accumulated deficit)            (352,596)        242,276
                                  2,140,390      3,208,801
Less: Treasury stock (at cost)       --          (430,262)

TOTAL STOCKHOLDERS' EQUITY        2,140,390      2,778,539

  TOTAL LIABILITIES AND STOCKHOLDERS'
   EQUITY                        $6,849,266     $8,207,908


 The accompanying notes are an integral part of these financial
                           statements.
                                
(*)Balance sheet at September 30, 1998 has been taken from the
   audited financial statements at that date.  All other financial
   statements are unaudited.
                          METRISA, INC.
              CONSOLIDATED STATEMENTS OF OPERATIONS
                                
                           (Unaudited)
                                
                               Three-Month Period Ended March 31,
                                  1999             1998

NET REVENUES                   $1,959,121       $1,904,359

COST OF SALES                     912,814          819,302

GROSS PROFIT                    1,046,307        1,085,057

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES        1,053,238          831,210

RESEARCH AND DEVELOPMENT          176,361          165,307

TOTAL OPERATING EXPENSE         1,229,599          996,517

INCOME (LOSS) FROM OPERATIONS   (183,292)           88,540

INTEREST EXPENSE - net           (66,035)         (37,594)
INCOME (LOSS) BEFORE INCOME TAX
 AND MINORITY INTEREST          (249,327)           50,946

INCOME TAXES                       25,040         (14,481)
INCOME (LOSS) BEFORE MINORITY
      INTEREST                  (274,367)           65,427

MINORITY INTEREST IN NET INCOME OF
CONSOLIDATED SUBSIDIARY                --         (15,027)

NET INCOME (LOSS)              ($274,367)          $50,400


NET INCOME (LOSS) PER COMMON SHARE:
  BASIC AND DILUTED               ($0.27)            $0.06
                                                          
SHARES OUTSTANDING-BASIC AND                              
  DILUTED                         1,020,074         862,070
                                     

 The accompanying notes are an integral part of these financial
                           statements.
                          METRISA, INC.
              CONSOLIDATED STATEMENTS OF OPERATIONS
                                
                           (Unaudited)
                                
                             Six-Month Period Ended March 31,
                                      1999             1998

NET REVENUES                   $3,587,059       $3,538,582

COST OF SALES                   1,741,770        1,656,160

GROSS PROFIT                    1,845,289        1,882,422

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES        1,909,811        1,717,032

RESEARCH AND DEVELOPMENT          332,164          338,099

TOTAL OPERATING EXPENSE         2,241,975        2,055,131

INCOME (LOSS) FROM OPERATIONS   (396,686)        (172,709)

INTEREST EXPENSE - net          (173,146)         (64,876)
LOSS BEFORE INCOME TAX AND
  MINORITY INTEREST             (569,832)        (237,585)

INCOME TAXES                       25,040         (14,481)
LOSS BEFORE MINORITY INTEREST  ($594,872)        (223,104)

MINORITY INTEREST IN NET INCOME OF
CONSOLIDATED  SUBSIDIARY               --           17,345

NET LOSS                      ( $594,872)      ( $240,449)

NET LOSS PER COMMON SHARE:

BASIC AND DILUTED                 ($0.58)          ($0.28)
                                                          
SHARES OUTSTANDING-BASIC AND                              
  DILUTED                        1,020,074         862,070
                                       



 The accompanying notes are an integral part of these financial
                           statements.
                                
                          METRISA, INC.
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                                
                           (Unaudited)

                             Six-Month Period Ended March 31,
                                      1999             1998

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                         ($594,872)       ($240,449)
Adjustments to reconcile net loss to net
cash provided by (used for) operating activities:
 Depreciation and amortization      176,761          123,409
 Minority interest                       --           17,345
 Changes in operating assets and liabilities:
  Accounts receivable               412,085         (46,553)
  Notes receivable                       --          100,000
  Inventories                      (54,932)           50,285
  Other current assets             (17,754)           20,789
  Accounts payable and
   accrued expenses               (227,634)        (283,420)
      Net  cash  used 
        for operating activities  (306,346)        (258,594)

CASH FLOWS FROM INVESTING ACTIVITIES:
 Equipment and fixtures additions  (46,191)         (54,281)
 Increase in other assets            18,346        (129,817)
 Cash Paid for Micromet Acquisition    --          (150,000)
    Net cash used for
      investing activities         (27,845)        (334,098)

CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from sale of Common Stock   --              12,623
 Increase in bank line of credit    195,000             --
 Purchase of Treasury Stock        (43,277)         (16,998)
 Payment of note payable
   for Micromet Acquisition       (208,166)             --
 Principal payments of
   long-term debt                 (479,693)         (83,225)
 Net cash used for
   financing activities           (536,136)         (87,600)

Net decrease in cash and
   cash equivalents               (870,327)        (680,292)

Cash  and  cash  equivalents,
   beginning of  period           2,469,053          935,717

Cash and cash equivalents,
   end of period                 $1,598,726       $  255,425


                                
 The accompanying notes are an integral part of these financial
                           statements.

                           METRISA, INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 
                            (Unaudited)
                                 
Note A - Basis of Presentation
   The  accompanying  consolidated financial statements  have  been
prepared   in   accordance  with  generally   accepted   accounting
principles.   They  include  the  accounts  of  Tytronics  (defined
below),  and subsidiaries for the period ended March 31,  1998  and
the  accounts  of  Metrisa,  Inc.  including  the  effects  of  the
Reorganization (defined below) from the closing date  forward,  for
the period ended March 31, 1999.

    On  May  1,  1998,  the  Company  (formerly  Holometrix,  Inc.)
completed  a  reorganization ("Reorganization") pursuant  to  which
Tytronics  Incorporated ("Tytronics"), the majority  owner  of  the
Company,  and  National  Metal Refining  Company  ("Nametre"),  the
majority  owned  subsidiary of the Company, were  merged  into  the
wholly-owned  subsidiary  of  the Company,  Holometrix  Acquisition
Corp.,  which was followed by the merger of Holometrix  Acquisition
Corp. into the Company.  As part of this Reorganization, Holometrix
changed  its  name to Metrisa, Inc., and effected  a  50:1  reverse
stock  split  of  its  issued and outstanding  capital  stock.   On
February  13,  1998,  Tytronics acquired  the  assets  of  Micromet
Instruments  Inc. ("Micromet"), and thus Micromet was  also  merged
into Holometrix Acquisition Corp., but as part of Tytronics.

  Although  Metrisa  is  the  surviving  corporation,  because  the
shareholders of Tytronics obtained a majority of voting  rights  in
Metrisa,  Tytronics  is  deemed to  be  the  acquiring  entity  for
accounting  purposes.   Accordingly, the  Reorganization  has  been
accounted   for  as  a  recapitalization  of  Tytronics   and   the
acquisition  by  Tytronics  of the minority  interests  of  Metrisa
(formerly  Holometrix)  and Nametre under the  purchase  method  of
accounting  in accordance with Accounting Principles Board  Opinion
No.   16,  "Business  Combinations."   The  accompanying  financial
statements  reflect  at  the  closing  date,  the  acquisition   by
Tytronics of the minority interest of Metrisa and Nametre based  on
an  independent valuation of Tytronics, Nametre, and Metrisa by  an
independent investment banker.

  A   50:1  reverse  stock  split  was  effected  in  May  1998  in
connection  with  the Company's Reorganization  and  resulting  re-
capitalization.    In  addition,  the  Company's   Certificate   of
Incorporation was amended to change its authorized common stock and
par value to 2,000,000 shares with a $.50 par value.  At the Annual
Meeting  held  on  March 4, 1999, the authorized shares  of  common
stock were increased to 4,000,000 shares.  All net income per share
information   and  common  stock  information  presented   in   the
accompanying  consolidated financial statements and  notes  to  the
financial  statements have been retroactively restated  to  reflect
the stock split and re-capitalization.

   The  results  of operations for the interim 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.   The  interim financial statements  should  be  read  in
conjunction with the audited financial statements and notes thereto
for  the  year ended and as of September 30, 1998 included  in  the
Company's Annual Report on Form 10-KSB

Note B - Inventory
   Inventory consisted of the following at:
                            March 31, 1999     September 30, 1998
       Raw materials            $1,130,402               $858,241
     Work-in-process                63,738                263,213
      Finished Goods               231,252                249,006
                                $1,425,392             $1,370,460
                                                                 
Note C - Net Income/Loss Per Share
   In  the  first  quarter  of  fiscal 1998,  the  Company  adopted
Statement  of Financial Accounting Standards No. 128 ("SFAS  128"),
"Earnings Per Share".  SFAS 128 requires the presentation  of  both
basic  and  diluted earnings per share and replaces the  previously
required standards for computing and presenting earnings per share.
Outstanding options and warrants are included in the computation of
diluted  earnings  per share using the treasury stock  method  when
their  effect is dilutive.  For the period presented, the  exercise
price  of  the  options and warrants was greater than  the  average
market price of the Company's common stock.  Net income (loss)  per
share  amounts  for  all  periods have  been  presented  and  where
appropriate  restated to conform to the requirements of  SFAS  128.
The  following  is a reconciliation of the denominator  (number  of
shares)  used in the computation of income (loss) per  share.   The
numerator  (net  income  or loss) is the same  for  the  basic  and
diluted computations.
                       Three Month Period  and Six Month Period
                                            Ended March 31,
                                      1999                   1998
    
        Basic shares             1,020,074                862,070
 Effect of dilutive securities      --                     --
     Dilutive shares             1,020,074                862,070
                                                                 
  The following table summarizes securities that were outstanding
as of March 31, 1999 and 1998, but not included in the calculation
of diluted income (loss) per share because such shares are
antidilutive:
                   Three Month Period  and Six Month Period Ended
                                              March 31,
                                      1999                   1998
             Options               172,980                 99,504
            Warrants               539,340                171,756
     Preferred Stock                    --                149,276

Note D - Supplemental Disclosure of Cash Flow Information
   In  February 1998, Tytronics acquired substantially all  of  the
assets  of  Micromet Instruments, Inc., with a payment of  cash  of
$150,000  and a note payable of $208,000.  Information  related  to
this transaction is as follows:

 Net Assets Acquired             $358,000
   Less Note Payable             $208,000
       Cash Paid for             $150,000
         Acquisition
Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
    CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS
Three-Month Period Ended March 31,1999 as Compared With the  Three-
Month Period Ended March 31,1998
  Net Revenues in the second quarter of fiscal 1999 totaled
$1,959,121 as compared to $1,904,359 in the comparable quarter of
1998, an increase of $54,762.  This 3% increase was primarily a
result of increased sales from the Tytronics division offset by a
decrease in sales to the southeast Asian countries from the Nametre
division.
  Cost of sales increased by $93,512, or 11%, from $819,302 (43%
of sales) in the second quarter of 1998, to $912,814 (47% of sales)
in the same period of fiscal 1999.  This increase in cost of sales
is attributed primarily to the decrease in higher gross margin
sales in the Nametre division along with an unfavorable mix of
product shipments in the Holometrix-Micromet division.
  Selling, general and administrative expenses increased by
$222,028, or 27%, from $831,210 (44% of sales) to $1,053,238 (54%
of sales).  This increase was a result of a combination of
increased selling and marketing costs resulting from increased
selling and marketing support efforts, as well as increased general
and administrative costs resulting from the amortization of
expenses related to the Reorganization of the Company in April
1998, and the amortization of financing costs related to the
$2,000,000 subordinated debt financing in September 1998.
  Research and development increased $11,054 from $165,307 (9% of
sales) to $176,361 (also 9% of sales).
  Loss from operations was $183,292 in the second quarter of
fiscal 1999, compared with income of $88,540 in the comparable
period of fiscal 1998.  Net loss was $274,367 in the second quarter
of fiscal 1999, compared with net income of $50,400 in the second
quarter of 1998.  The net loss was also effected by increased
interest expenses associated with the subordinated debt financing.

Six-Month Period Ended March 31,1999 as Compared With the Six-Month
period Ended March 31,1998
  Net Revenues in the first half of fiscal 1999 totaled $3,587,059
as compared to $3,538,582 in the comparable period of 1998, an
increase of $48,477. This 1% increase was primarily a result of
slightly increased sales in all divisions except Nametre, where
sales to the southeast Asian countries decreased.
  Cost of sales increased by $85,610, or 5%, from $1,656,160 (47%
of sales) in the first half  of 1998, to $1,741,770 (49% of sales)
in the same period of fiscal 1999.  This increase in cost of sales
is attributed primarily to a decrease in higher gross margin sales
in the Nametre division along with an unfavorable mix of product
shipments in the Holometrix-Micromet division.
  Selling, general and administrative expenses increased by
$192,779, or 11%, from $1,717,032 (49% of sales) to $1,909,811 (53%
of sales).  This increase was a result of a combination of
increased selling and marketing costs resulting from increased
selling and marketing support efforts, as well as increased general
and administrative costs resulting from the amortization of
expenses related to the Reorganization of the Company in April
1998, and the amortization of financing costs related to the
$2,000,000 subordinated debt financing in September 1998.
  Research and development basically remained constant, decreasing
only $5,935 from $338,099 (10% of sales) to $332,164 (9% of sales).
  Loss from operations was $396,686 in the first half of fiscal
1999, compared with a loss of $172,709 in the comparable period of
fiscal 1998.  Net loss was $594,872 in the first half of fiscal
1999, compared with net loss of $240,449 in the first half of 1998.
The net loss was also effected by interest expenses associated with
the subordinated debt financing.

LIQUIDITY AND CAPITAL RESOURCES
  Total Assets decreased by $1,358,642 (17%) in the first half of
fiscal 1999, from $8,207,908 at September 30,1998 to $6,849,266 at
March 31,1999.  Cash decreased by $870,327, primarily due to the
completion of the payment of debt associated with the acquisition
of Micromet, expenses associated with the funding of the $2,000,000
subordinated debt financing and its associated interest expenses,
and payment of extended payables.  Due to increased collection
activity, accounts receivable decreased by $412,085 in the first
half of fiscal 1999. Inventories increased by $54,932, other
current assets increased by $17,754, and equipment and fixtures
decreased by $35,742, primarily due to depreciation.  Other assets
decreased by $113,174, mainly due to amortization.
  Total Liabilities decreased by $720,493 in the first half of
fiscal 1999, primarily due to a decrease in accounts payable of
$96,581, a decrease of $131,053 in accrued expenses, and a decrease
of $687,859 in long-term debt, offset by an increase of $195,000 in
notes payable to bank.  Accounts payable decreased by $96,581 from
$1,312,773 at September 30, 1998 to $1,216,192 at March 31,1999 due
to payment of extended payables, payment of commissions due to
Manufacturers' representatives and expenses associated with the
$2,000,000 subordinated debt financing.
  Accrued expenses decreased by $131,053, from $508,319 at
September 30,1998 to $377,266 at March 31,1999, primarily because
of payment of taxes.  Long-term debt decreased by $687,859 from
$3,395,218 at September 30, 1998 to $2,707,359 at March 31,1999,
due to the retiring of debt associated with the Micromet
acquisition and a portion of other long-term obligations, plus a
reclassification and transfer of $195,000 to notes payable to bank.
  Cash flows were negative in the first half of fiscal 1999,
amounting to $870,327 as compared to a negative $680,292 in the
comparable period of fiscal 1998.  Operating cash flows were also
negative at $306,346, compared to $258,594 for the same period in
fiscal 1998.  Operating cash flows approximated the sum of the net
loss of $594,872 less depreciation and amortization of $176,761,
with decreases in accounts receivable of $412,085, offset by
increases in inventory and other current assets of $54,932 and
$17,754, respectively, and a decrease in accounts payable and
accrued expenses of $227,634.
  The Company funded increases in equipment and fixtures of
$46,191 along with an increase in other assets of $18,346.  The
decrease in long-term debt of $687,859 resulted from the payment of
the remainder of the purchase of the Micromet acquisition in the
amount of $208,166, the reclassi-fication and transfer of $195,000
to bank line of credit, and payment of other long-term debt.
  The net affect of these transactions was a decrease in cash of
$870,327, providing cash at the end of the first half of fiscal
1999 of $1,598,726.
  As of March 31, 1999, the Company had an outstanding order
backlog for product and services of approximately $1,180,000 as
compared to a backlog of $819,000 as of March 31,1998.  The Company
believes substantially all of the current backlog will be realized
in fiscal 1999.


Notes Payable Line of Credit
   The  Company is party to a Silicon Valley Bank combined line  of
credit  and  term loan of $1,750,000, secured by substantially  all
assets of the Company.  Advances under this line cannot exceed  75%
of   the  Company's  eligible  accounts  receivable  plus  15%   of
inventory,  as  defined.  All outstanding amounts  are  payable  on
demand   and  advances  are  contingent  upon  maintaining  certain
covenants  relative to profitability, liquidity  and  tangible  net
worth.   As  of March 31, 1999, the Company was in compliance  with
all covenants and ratios of this line of credit.

   As  of September 29, 1998, the Company was party to a $2,000,000
subordinated debt financing agreement with Sirrom Investments, Inc.
("Sirrom"),  secured  by substantially all of  the  assets  of  the
Company,  but  subordinated to the Silicon Valley  Bank  financing.
This  loan  is  due in full September 30, 2003, with  interest-only
payments for the first two years.

Effect of Reorganization and Other Company Initiatives
     The  Company  expects to continue to invest in enhanced  sales
and marketing efforts, new product development, and the development
of  strategic  relationships,  including  licensing,  acquisitions,
mergers,  or  OEM agreements.  Management believes  that  operating
capital  and the line of credit from Silicon Valley Bank,  and  the
$2,000,000  subordinated debt financing from Sirrom,  will  provide
sufficient capital to maintain stable Company operations throughout
fiscal  1999.   As  of  May  1,  1998, the  Company  completed  the
Reorganization  previously discussed, pursuant to which  Tytronics,
Micromet  and Nametre were merged into the wholly-owned  subsidiary
of the Company, Holometrix Acquisition Corp., which was followed by
the  merger  of Holometrix Acquisition Corp. into the Company.   As
part of the Reorganization, Holometrix changed its name to Metrisa,
Inc.,  and  effected a 50:1 reverse stock split of its  issued  and
outstanding   capital   stock.   Management   believes   that   the
Reorganization  will  result  in  increased  efficiencies  for  the
Company  and provide for more stable Company operations.   However,
there can be no assurance that additional or adequate profitability
and  operating  funds  will be generated as  a  result  of  revenue
increases  or  the Reorganization, or that strategic  relationships
will  materialize, or that additional funding, if required, can  be
obtained on acceptable terms.

Year 2000 ("Y2K")
    The  Company is aware of the issues related to the approach  of
the Year 2000 and has assessed and investigated what steps must  be
taken  to  ensure  that  its critical systems  and  equipment  will
function  appropriately  after  the  turn  of  the  century.    The
assessments included a review of what systems and equipment need to
be changed or replaced in order to function correctly.

     With   the   exception  of  remediation   and   implementation
consequences  not  known to the Company at this time,  the  Company
believes that all systems should be fully implemented by the end of
the fourth quarter of fiscal 1999.

     As   part   of   the  Company's  assessment  of  Y2K   issues,
consideration  was given to the possible impact  upon  the  Company
from  using  purchased  software,  suppliers  and  outside  service
providers.   The  Company's efforts with regard to Y2K  issues  are
dependent in part upon information received from such suppliers and
vendors upon which the Company has reasonably relied.  While it  is
not  possible  for the Company to predict all future  outcomes  and
eventualities, the Company is not aware, at this time, of  any  Y2K
non-compliant  situations  with regard  to  any  of  its  purchased
software or its use of suppliers and outside service providers.

    The Company estimates that it will spend approximately $100,000
to  fully implement its Y2K compliance program.  All Y2K costs have
been and will continue to be funded from operations.

    The  Company  has  evaluated  its  instruments  and  associated
software  and  has found them generally to be Y2K compliant,  since
most  of the software does not rely on any date-related information
for its normal operation.

    The Company has formulated a contingency plan to deal with  Y2K
issues.   However, due to the complexity and widespread  nature  of
such issues, the contingency planning process of necessity must  be
an  ongoing  one  requiring possible further modification  as  more
information  becomes known regarding (1) the Company's own  systems
and  facilities, and (2) the status and changes therein of the  Y2K
compliance   efforts  of  outside  suppliers   and   vendors.    As
significant  Y2K uncertainties remain outside the  control  of  the
Company,  at  this time the Company is unable to determine  a  most
reasonably likely worst case scenario.

     
     

PART II - OTHER INFORMATION

Item 1.            Legal Proceedings
      The  Company was not involved in any material 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
      The Company's Annual Meeting of Stockholders was held March  4,
      1999  to  consider  the election of Joseph J.  Caruso,  Joaquim
      S.S.  Ribeiro, Emile Sayegh, Edward J. Stewart, III,  Salvatore
      J.  Vinciquerra  and John E. Wolfe as Directors.   Stockholders
      also  considered an amendment to the Company's  Certificate  of
      Incorporation   to  increase  the  number  of   the   Company's
      authorized  shares  of  common  stock,  $.50  par  value,  from
      2,000,000 to 4,000,000 shares, to approve an amendment  to  the
      Company's 1991 Stock Plan, to increase the number of shares  of
      the  Company's  common  stock, $.50  par  value,  reserved  for
      issuance  thereunder from 60,000 shares to 125,000 shares,  and
      to  approve the selection of PricewaterhouseCoopers LLP as  the
      Company's  independent  auditors for  the  fiscal  year  ending
      September  30, 1999.  All matters considered were  approved  by
      the Stockholders of the Company.
      The  following  table indicates the number of votes  cast  for,
      against  or withheld, as well as the number of abstentions  and
      broker  non-votes as to each matter considered at the Company's
      1999 Annual Stockholders Meeting.
        Items Considered           Votes     Votes   Abstenti
                                    For     Against     ons
1.To fix the number of Directors    688,219     7,950    79,383
at six (6)
2.Election of Nominated Officers    765,752       800        --
3.Approval of the increase in the                              
number of                                                     
  authorized shares of the         687,713     9,226    69,613
Company's
  common stock
4.Approval of the amendment to                                 
the Company's                      670,966     1,316    69,713
  1991 Stock Plan
5.Approval of the appointment of                               
  PricewaterhouseCoopers LLP       696,919        --    69,633

Item 5.            Other Information
      Not applicable.

Item 6.Exhibits and Reports on Form 8-K
                       (a) Exhibits
           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.



                            Metrisa, Inc.



                            By: /s/ John E. Wolfe
                              John E. Wolfe
                              President and Chief Financial Officer






Date:  May 13, 1999