UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                   FORM 10-QSB

(  X  )     QUARTERLY  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
     ACT  OF  1934

                For the quarterly period ended September 30, 2000

(    )     TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
     ACT  OF  1934

               For the transition period from _______  to_______ .

                         Commission file number 0-16055

                    NATIONAL MANUFACTURING TECHNOLOGIES, INC.
                          (FORMERLY PHOTOMATRIX, INC.)

             (Exact name of registrant as specified in its charter)

             CALIFORNIA                                   95-3267788
             ----------                                   ----------
          (State or other jurisdiction of incorporation or organization)
                        (IRS Employer Identification No.)

1958 KELLOGG AVE., CARLSBAD, CALIFORNIA                        92008
---------------------------------------                        -----
(Address of principal executive offices)                   (Zip Code)

                                 (760) 431-4999
                                 --------------
              (Registrant's telephone number, including area code)

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that the registrant was required to file such reports), and (2) has been
subject  to  such  filing  requirements  for  the  past  90  days.

                                Yes     X     No
                                       --


At October 24, 2000, 11,846,000 shares of Common Stock of National Manufacturing
--------------------------------------------------------------------------------
                      Technologies, Inc., were outstanding.


Transitional  Small  Business  Disclosure  Format.

                                 Yes     No    X
                                              --




<PAGE>

                                      INDEX

                    NATIONAL MANUFACTURING TECHNOLOGIES, INC.

<TABLE>
<CAPTION>


                                             Page
                                             ----


<S>                                                                                   <C>

PART I - FINANCIAL INFORMATION
------------------------------------------------------------------------------------

ITEM 1:  FINANCIAL STATEMENTS

Consolidated balance sheets as of  September 30, 2000 (unaudited) and March 31, 2000   2

Unaudited consolidated statements of operations for the three and six months
     ended September 30, 2000 and 1999 . . . . . . . . . . . . . . . . . . . . . . .   3

Unaudited consolidated statements of cash flows for the six months ended
     September 30, 2000 and 1999 . . . . . . . . . . . . . . . . . . . . . . . . . .   4

Unaudited notes to consolidated financial statements . . . . . . . . . . . . . . . .   5


ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS. . . . . . . . . . . . . . . . . . . . . . . . .  11


PART II - OTHER INFORMATION
------------------------------------------------------------------------------------

ITEM 1:   LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17

ITEM 2:   CHANGES IN SECURITIES. . . . . . . . . . . . . . . . . . . . . . . . . . .  17

ITEM 3:   DEFAULT UPON SENIOR SECURITIES . . . . . . . . . . . . . . . . . . . . . .  17

ITEM 4:   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. . . . . . . . . . . .  17

ITEM 5:   OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17

ITEM 6:   EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . . . . . . . . . . . . . .  17

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18

<PAGE>


</TABLE>



<PAGE>
           NATIONAL MANUFACTURING TECHNOLOGIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>




                                                         SEPTEMBER 30, 2000
ASSETS                                                      (UNAUDITED)        MARCH 31, 2000
                                                        --------------------  ----------------
<S>                                                     <C>                   <C>
Current assets:
   Cash. . . . . . . . . . . . . . . . . . . . . . . .  $           123,000   $       101,000
  Accounts receivable, net of allowance
       of $581,000 and $584,000. . . . . . . . . . . .            4,703,000         2,450,000
  Inventories. . . . . . . . . . . . . . . . . . . . .            2,982,000         1,254,000
  Prepaid expenses and other . . . . . . . . . . . . .              223,000            31,000
                                                        --------------------  ----------------
       Total current assets. . . . . . . . . . . . . .            8,031,000         3,836,000

Property and equipment, net. . . . . . . . . . . . . .            5,483,000         4,638,000
Goodwill, net. . . . . . . . . . . . . . . . . . . . .            3,352,000         2,373,000
Other assets . . . . . . . .. . . . . . . . . . . . .               217,000            12,000
                                                        --------------------  ----------------
Total assets . . . . . . . . . . . . . . . . . . . . .  $        17,083,000   $    10,859,000
                                                        ====================  ================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable. . . . . . . . . . . . . . . . . .  $         2,712,000   $     1,624,000
   Accrued liabilities . . . . . . . . . . . . . . . .            2,050,000         1,441,000
   Credit facility . . . . . . . . . . . . . . . . . .            3,851,000         2,368,000
   Net liabilities of discontinued operations. . . . .              378,000           911,000
   Current maturities of long-term debt. . . . . . . .              446,000           547,000
                                                        --------------------  ----------------
       Total current liabilities . . . . . . . . . . .            9,437,000         6,891,000

Other long-term liabilities. . . . . . . . . . . . . .              707,000           557,000
Long-term debt . . . . . . . . . . . . . . . . . . . .            4,286,000         3,563,000
                                                        --------------------  ----------------
Total liabilities. . . . . . . . . . . . . . . . . . .           14,430,000        11,011,000
                                                        --------------------  ----------------

Shareholders' equity:
   Preferred Stock, no par value; 3,173,000 shares
        Authorized, no shares issued and outstanding .                   --                --
   Common stock, no par value; 30 million shares
       Authorized and 11,827,000 and 10,114,000 shares
       issued and outstanding, respectively. . . . . .           22,488,000        21,449,000
   Additional paid-in capital. . . . . . . . . . . . .              805,000           166,000
   Accumulated deficit . . . . . . . . . . . . . . . .          (20,640,000)      (21,767,000)
                                                        --------------------  ----------------
       Total shareholders' equity. . . . . . . . . . .            2,653,000          (152,000)
                                                        --------------------  ----------------
                                                        $        17,083,000   $    10,859,000
                                                        ====================  ================
</TABLE>




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


<PAGE>
           NATIONAL MANUFACTURING TECHNOLOGIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>


                                                         THREE MONTHS ENDED          SIX MONTHS ENDED
                                                            SEPTEMBER 30               SEPTEMBER 30
<S>                                               <C>             <C>             <C>           <C>
                                                           2000            1999          2000          1999
                                                  --------------  --------------  ------------  ------------

Revenues . . . . . . . . . . . . . . . . . . . .  $   5,887,000   $   2,491,000   $10,901,000   $ 4,244,000
Cost of revenues . . . . . . . . . . . . . . . .      3,871,000       1,804,000     7,247,000     2,950,000
                                                  --------------  --------------  ------------  ------------

Gross profit
                                                      2,016,000         687,000     3,654,000     1,294,000
   Selling, general and administrative expenses.      1,491,000       1,195,000     2,835,000     2,653,000
                                                  --------------  --------------  ------------  ------------

Operating income/(loss). . . . . . . . . . . . .        524,000        (508,000)      819,000    (1,359,000)
                                                  --------------  --------------  ------------  ------------


Other income/(expense), net. . . . . . . . . . .       (127,000)         67,000      (198,000)       (9,000)
                                                  --------------  --------------  ------------  ------------
Income/(loss) from continuing operations
    before income taxes. . . . . . . . . . . . .        397,000        (441,000)      621,000    (1,368,000)
Provision for income taxes . . . . . . . . . . .             --              --            --            --
                                                  --------------  --------------  ------------  ------------
Income/(loss) from continuing operations . . . .        397,000        (441,000)      621,000    (1,368,000)

Income from discontinued operations. . . . . . .         32,000         371,000       507,000       761,000
                                                  --------------  --------------  ------------  ------------

Net income/(loss). . . . . . . . . . . . . . . .  $     429,000   $     (70,000)  $ 1,128,000   $  (607,000)
                                                  ==============  ==============  ============  ============



Basic net income/(loss) per share:
   Continuing operations . . . . . . . . . . . .  $        0.04   $       (0.04)  $      0.06   $     (0.14)
   Discontinued operations . . . . . . . . . . .  $          --   $        0.03   $      0.05   $      0.08
                                                  --------------  --------------  ------------  ------------
   Net income/(loss) . . . . . . . . . . . . . .  $        0.04   $       (0.01)  $      0.11   $     (0.06)
                                                  ==============  ==============  ============  ============

Basic weighted average number of common
    Shares outstanding . . . . . . . . . . . . .     10,823,000       9,922,000    10,535,000     9,918,000
                                                  ==============  ==============  ============  ============

Diluted net income/(loss) per share:
   Continuing operations . . . . . . . . . . . .  $        0.03   $       (0.04)  $      0.05   $     (0.14)
   Discontinued operations . . . . . . . . . . .  $          --   $        0.03   $      0.04   $      0.08
                                                  --------------  --------------  ------------  ------------
   Net income/(loss) . . . . . . . . . . . . . .  $        0.03   $       (0.01)  $      0.09   $     (0.06)
                                                  ==============  ==============  ============  ============

Diluted weighted average number of common
   shares outstanding. . . . . . . . . . . . . .     12,718,000       9,922,000    12,576,000     9,918,000
                                                  ==============  ==============  ============  ============

</TABLE>










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

<PAGE>

           NATIONAL MANUFACTURING TECHNOLOGIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>


                                     SIX MONTHS ENDED SEPTEMBER 30


                                                                      2000          1999
                                                                  ------------  ------------
<S>                                                               <C>           <C>
Cash flows from operating activities:
Net income/(loss): . . . . . . . . . . . . . . . . . . . . . . .  $ 1,128,000   $  (607,000)
Net income from discontinued operations. . . . . . . . . . . . .      507,000       761,000
                                                                  ------------  ------------
Net income/(loss) from continuing operations . . . . . . . . . .      621,000    (1,368,000)
   Adjustments:
      Depreciation and amortization. . . . . . . . . . . . . . .      259,000        87,000
      Amortization of goodwill . . . . . . . . . . . . . . . . .       80,000        38,000
      Provision for doubtful accounts. . . . . . . . . . . . . .       (3,000)       54,000
      Provision for inventory. . . . . . . . . . . . . . . . . .           --         8,000
      Options issued for compensation. . . . . . . . . . . . . .        5,000         8,000

      Changes in assets and liabilities, net of assets acquired:
         Accounts receivable . . . . . . . . . . . . . . . . . .   (2,250,000)     (207,000)
         Inventories . . . . . . . . . . . . . . . . . . . . . .   (1,728,000)     (263,000)
         Prepaid expenses and current assets . . . . . . . . . .     (111,000)      (53,000)
         Intangibles . . . . . . . . . . . . . . . . . . . . . .           --      (113,000)
         Other assets. . . . . . . . . . . . . . . . . . . . . .           --        50,000
         Accounts payable. . . . . . . . . . . . . . . . . . . .    1,088,000      (385,000)
         Accrued liabilities . . . . . . . . . . . . . . . . . .      609,000        28,000
         Other long-term liabilities . . . . . . . . . . . . . .      150,000            --
                                                                  ------------  ------------
    Cash used in continuing operations . . . . . . . . . . . . .   (1,280,000)   (2,116,000)
    Cash provided by (used in) discontinued operations . . . . .      (27,000)    2,432,000
                                                                  ------------  ------------
Cash provided by (used in) operations. . . . . . . . . . . . . .   (1,307,000)      316,000
                                                                  ------------  ------------

Cash flows from investing activities:
    Acquisition of property and equipment. . . . . . . . . . . .   (1,105,000)      (16,000)
    Costs of acquisitions. . . . . . . . . . . . . . . . . . . .     (234,000)           --
                                                                  ------------  ------------
Cash provided by (used in) investing activities. . . . . . . . .   (1,339,000)      (16,000)
                                                                  ------------  ------------

Cash flows from financing activities:
Borrowings (payments) under credit facility and long-term debt .    2,454,000      (662,000)
Cash received for the issuance of stock. . . . . . . . . . . . .      214,000        24,000
Proceeds from sale of land and building. . . . . . . . . . . . .           --       651,000
                                                                  ------------  ------------
Cash provided by (used in) financing activities. . . . . . . . .    2,668,000        13,000
                                                                  ------------  ------------


Increase  in cash. . . . . . . . . . . . . . . . . . . . . . . .  $    22,000   $   313,000
Cash at beginning of period. . . . . . . . . . . . . . . . . . .      101,000        42,000
                                                                  ------------  ------------
Cash at end of period. . . . . . . . . . . . . . . . . . . . . .  $   123,000   $   355,000
                                                                  ============  ============


Supplemental disclosure of non-cash investing and financing
activities:
  Goodwill - issuance of acquisition common stock. . . . . . . .  $   825,000            --
  Common stock issued. . . . . . . . . . . . . . . . . . . . . .  $   825,000            --
  Warrants issued in exchange for long-term debt reduction . . .  $   833,000            --
  Long-term debt reduction . . . . . . . . . . . . . . . . . . .  $   833,000            --
</TABLE>









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

<PAGE>
           NATIONAL MANUFACTURING TECHNOLOGIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 AS OF SEPTEMBER 30, 2000 AND MARCH 31, 2000 AND
         FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (UNAUDITED)


     1.     GENERAL

     Basis  of  Presentation
     -----------------------

The  accompanying  unaudited  consolidated  financial  statements  reflect  the
accounts  of  National  Manufacturing  Technologies, Inc. (formerly Photomatrix,
Inc.;  the  "Company"),  together  with  its  subsidiaries.  The  Company  is  a
value-added  manufacturing  company, specializing in the manufacture of enclosed
electronic systems and their various component assemblies.  On June 5, 1998, the
Company  acquired  I-PAC  Manufacturing,  Inc.  ("I-PAC").  On July 1, 1998, the
Company  acquired  the assets and business of MGM Techrep, Inc., and formed PHRX
Rep  Co.  On  November  27,  1998,  the  Company acquired certain assets and the
business  operations  of  Amcraft  and  incorporated  the  operations  as  I-PAC
Precision  Machining,  Inc.  On  December 18, 1998, the Company acquired certain
assets  and  the  business  operations  of  Greene  International West, Inc. and
incorporated  the  operations  as National Metal Technologies, Inc. ("NMT").  On
August  17,  2000,  the  Company acquired certain assets and business operations
previously  owned  by a precision sheet metal and enclosure manufacturer.  These
assets were acquired from that previous company's secured lender.  On August 18,
2000,  the  Company  then  initiated  its  precision  sheet  metal and enclosure
business.  All  acquisitions  were  treated  as  purchases  for  accounting  and
financial  reporting  purposes.  Under  the  purchase  method of accounting, the
results  of  operations of the acquired companies are combined with those of the
Company  from  the  date  of  acquisition.  In  addition,  on June 21, 1999, the
Company  sold  product  rights  and  certain  assets  of  its  document  scanner
operations to Scan-Optics, Inc.  Accordingly, operational results of the scanner
operations  have been reclassified as discontinued operations for the respective
periods  presented  herein.  The  balance  sheets of the scanner operations have
similarly  been  reclassified  as  net  assets  (liabilities)  of  discontinued
operations.  All  significant  intercompany  transactions and balances have been
eliminated.

Certain  information  and  disclosures  normally  included  in  annual financial
statements  prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to those rules and regulations, although
the  Company  believes  that  the  disclosures  made are adequate to prevent the
information  from  being  misleading.  These  unaudited  consolidated  financial
statements reflect, in the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present the Company's results of
operations and financial position as of the dates and for the periods presented.
These  unaudited consolidated financial statements should be read in conjunction
with  the  audited  financial  statements  and  related  notes  included  in the
Company's  Report  on  Form  10-KSB  filed  with  the  Securities  and  Exchange
Commission  for  the  year  ended  March  31, 2000.  The results for the interim
periods presented are not necessarily indicative of results to be expected for a
full  year.

The  Company's accompanying financial statements have been prepared assuming the
Company  will  continue  as a going concern.  As discussed in the Company's Form
10-KSB, for the year ended March 31, 2000, the Company has experienced recurring
losses in prior years and has a working capital deficiency on its balance sheet.
The Company believes that the three and six months ended September 30, 2000, are
indicative  of  operating  results  that  are  required  to  continue as a going
concern.  For  the quarter ended September 30, 2000, the Company reported income
from  continuing  operations  of  $397,000 as compared to a net loss of $441,000
from  continuing  operations  for the quarter ended September 30, 1999.  For the
six months ended September 30, 2000, the Company reported income from continuing
operations  before  income  taxes  of  $621,000  as  compared  to  a net loss of
$1,368,000  from  continuing  operations  before income taxes for the six months
ended  September  30,  1999.  In  addition,  the  Company's  balance sheet as of
September  30,  2000  reflects  positive  shareholder's  equity of $2,653,000 as
compared  to  a  shareholder's  deficit  as  of  March  31,  2000  of  $152,000.


2.     CREDIT  FACILITY

On June 18, 1999, the Company entered into a $1,500,000 credit facility with its
primary  lender  that  included a $1,200,000 accounts receivable ("A/R") line of
credit  and  a  $300,000  term  loan.  Under  the terms of this agreement, total
borrowings  under the line of credit were limited to the lesser of $1,200,000 or
80%  of  eligible  accounts  receivable  (as  defined  under the agreement).  In
December  1999,  the  A/R  line  was  increased  to  $2,000,000,  and  inventory
facilities  totaling  $650,000  were  added  to the existing A/R financing line.
Total  borrowings  under the inventory line is limited to the lesser of $300,000
or 70% of the cost of eligible metal inventory (as defined under the agreement),
and  the lesser of $350,000 or 35% of eligible electronics inventory (as defined
under  the  agreement).  In June 2000, the A/R line was increased to $3,000,000.
In  August  2000,  the  A/R line increased to $3,200,000 and again in October to
$3,500,000.

Outstanding  borrowings  are  collateralized  by  primarily all of the Company's
assets.  The  line  of credit expires on June 18, 2002.  The balance outstanding
as  of  October  30,  2000  was  $2,935,000 on the A/R line, and $631,000 on the
inventory  line.  The  line of credit accrues interest on outstanding borrowings
at  the  bank's  prime  rate  plus  4%  per  annum.

On  August  14, 2000, the Company became obligated to its primary lender under a
$1,500,000 term loan, which bears interest at prime plus four (4%) per annum and
requires twenty-one principal payments of $31,200, with a final lump sum payment
due  on June 15, 2002.  This term loan was used to fund the asset acquisition of
the  new  Enclosure  and  Sheet  Metal  business  (see  Note 10), to buy out one
existing  capital  lease  and to pay off the $300,000 term loan .  As of October
31,  2000  the  balance  outstanding  of  this  term  loan  was  $1,438,000.

On July 6, 2000, in consideration for the A/R line increase in June 2000 and the
$1,500,000  term  loan, the Company issued a Warrant to purchase common stock to
its primary lender.  The Warrant allows the holder to purchase 200,000 shares of
the Company's common stock at a price of $1.43 per share; the Warrant expires on
October  28,  2001.

3.     DEBT/EQUITY  EXCHANGE

In  December 1998, NMT became obligated under a five-year note, payable to Green
International  West  ("GIW")  in  conjunction  with the acquisition of the metal
stamping  operation,  in  the  amount  of  $350,000,  bearing interest at 8%. In
addition,  NMT  entered  into a capital lease for the purchase of GIW equipment,
with an option to purchase the equipment for $490,000 at the end of the one-year
period.  The Company exercised its option to purchase this equipment on December
1,  1999  and  became obligated, to GIW, under a four year note in the amount of
$490,000  which  bears  interest  at  8%.

In  the  quarter  ended  September  30,  2000,  GIW  and  the  Company completed
negotiations  to re-schedule the notes described above and to exchange a portion
of  the  debt  for  equity.  On  August  17,  2000, GIW was granted a Warrant to
purchase  400,000  shares  of the Company's common stock at a price of $1.37 per
share.  The  Warrant  was  exercised  the  same  day at a cost of $548,000.  The
Company  accepted  $200,000  of the cost to exercise in the form of a short-term
recourse  note  receivable  due  to NMT from GIW maturing on March 31, 2001. The
remaining  $348,000  of  the  cost  to  exercise  was applied to the outstanding
principal  of the $350,000 and $490,000 notes discussed above.  This resulted in
the  rescheduling  of  the final payment to April 2003.  As of October 30, 2000,
the  remaining  principal  balance  of  the  two  notes  totaled  $362,000.

GIW  also agreed to take a subordinate position on the equipment acquired at the
time  of the original transaction with GIW and in return the Company granted GIW
a  Warrant  to  purchase  100,000 shares of common stock at an exercise price of
$1.438  or at a price to be adjusted at exercise if the stock price is not $2.00
at  July  6,  2002.  This subordination allowed the Company to secure additional
financing  against  that  equipment  as  collateral.


<PAGE>
4.     SEGMENT  INFORMATION

NMT  is  an  Electronic  Manufacturing  Services ("EMS") company.  The Company's
operations  are  managed  by  divisions  which offer complementary manufacturing
services.  These  two  reportable  business segments are Electronic Interconnect
Manufacturing  Services ("EI") and Enclosure and Metal Fabrication Manufacturing
Services  ("EMF")  In conjunction with addition of the enclosure and sheet metal
business  in  August  2000,  the  Company  renamed  its  segments  to  be  more
representative of types of manufacturing services each segment provides.  The EI
segment  manufactures  and  sells printed circuit board assemblies, and wire and
cable  harnesses.  The  EMF segment manufactures electronic enclosures and other
sheet  metal,  machined  and  stamped  metal  products,  as  well  as  secondary
processing  services,  including  phosphate,  anodizing and heat treat services.

In evaluating financial performance, management focuses on operating income as a
measure of profit or loss. Operating income is before interest expense, interest
income  and income tax expense.  Other includes corporate expenses, charges that
do  not  relate  to  current  operations,  divested operations and inter-company
elimination.  The  accounting  policies  of  the  segments are the same as those
described  in  the  summary  of  significant accounting policies.  The following
table  summarizes  financial  information  by  business  segment from continuing
operations.


<TABLE>
<CAPTION>


                    THREE MONTHS ENDED   THREE MONTHS ENDED    SIX MONTHS ENDED          SIX MONTHS ENDED
                   ------------------    ------------------    ----------------          ----------------

                   SEPTEMBER 30, 2000    SEPTEMBER 30, 1999    SEPTEMBER 30, 2000    SEPTEMBER 30, 1999
                   -------------------  --------------------  --------------------  --------------------
<S>                <C>                  <C>                   <C>                   <C>
REVENUE:
  EI. . . . . . .  $             4,236  $             1,818   $             7,763   $             2,697
  EMF . . . . . .                1,651                  673                 3,138                 1,547
  Other . . . . .                   --                   --                    --                    --
                   -------------------  --------------------  --------------------  --------------------
  Total . . . . .  $             5,887  $             2,491   $            10,901   $             4,244
                   ===================  ====================  ====================  ====================

SEGMENT OPERATING
   PROFIT (LOSS):
  EI. . . . . . .  $               487  $              (136)  $             1,037   $              (530)
  EMF . . . . . .                    5                 (363)                 (185)                 (889)
  Other . . . . .                   32                   (9)                  (33)                   60
                   -------------------  --------------------  --------------------  --------------------
  Total . . . . .  $               524  $              (508)  $               819   $            (1,359)
                   ===================  ====================  ====================  ====================
</TABLE>


5.     COMPREHENSIVE  INCOME

As  of  April 1, 1998, the Company adopted SFAS No. 130 "Reporting Comprehensive
Income."  SFAS  No.  130  establishes standards for the reporting and display of
comprehensive  income  and its components.  SFAS No. 130 requires the cumulative
translation  adjustment  to  be  included as a component of comprehensive income
(loss)  in  addition  to  net  income (loss) for the period.  The Company had no
components  of  comprehensive  income  during  the  periods  presented.

6.     INCOME  TAXES

The  Company's  effective  tax  rate  differs from the statutory tax rate due to
valuation  allowances  on  deferred  tax  assets.

7.     BASIC  AND  DILUTED  INCOME  (LOSS)  PER  SHARE

In  December  1997, the Company adopted the provisions of Statement of Financial
Accounting  Standards  ("SFAS")  No.  128,  "Earnings  per Share."  SFAS No. 128
supersedes  APB  No.  15 and replaces "primary" and "fully diluted" earnings per
share  ("EPS")  under  Accounting  Principles  Board ("APB") Opinion No. 15 with
"basic"  and "diluted" EPS.  Unlike primary EPS, basic EPS excludes the dilutive
effects  of  options,  warrants  and other convertible securities.  The weighted
average  number  of  common  shares  outstanding used in computing basic EPS was
10,832,000  and 9,922,000, in the second quarters of fiscal years 2000 and 1999,
respectively  and  10,535,000  and  9,918,000,  in  the six months periods ended
September  30,  2000 and 1999, respectively.  Diluted EPS reflects the potential
dilution  of securities that could share in the earnings of the Company, similar
to fully diluted EPS. Incremental shares from assumed conversions of options and
warrants  representing approximately 1,585,000 shares and 1,473,000 were used in
computations  of  diluted earnings per share for the three months and six months
ended  September  30,  2000,  respectively.  For  the three and six months ended
September  30,  1999,  options  and warrants to purchase approximately 2,182,000
shares were not used in computations of diluted earnings per share because their
effect  was  anti-dilutive.  For  the three month and six months ended September
30,  2000,  outstanding  options  and warrants for the purchase of approximately
391,000  and  466,000  shares,  respectively,  were  not used in computations of
diluted  earnings  per  share  because they were priced above the average market
value  for  the  three  month  and  six  months  ending  September  30,  2000.

8.     DISCONTINUED  OPERATIONS

Photomatrix  Imaging,  Inc.  and  Photomatrix,  Ltd.
----------------------------------------------------
On  March  2,  1999, the Company approved a plan to sell certain product rights,
assets  and  liabilities  of  Photomatrix  Imaging,  Inc.  ("Imaging")  and  its
wholly-owned  subsidiary,  Photomatrix,  Ltd.  ("Ltd.").  On  June 21, 1999, the
Company  completed  the  transaction  whereby it sold product rights and certain
assets  of  its  document  scanner operations to Scan-Optics, Inc of Manchester,
Connecticut ("Scan-Optics").  Under the terms of the agreement, Scan-Optics paid
the  Company  approximately  $2,100,000  in  cash  to  acquire  all receivables,
inventory  and certain equipment.  Scan-Optics also assumed nearly $2 million of
current  and  future  liabilities  of Imaging and Ltd.  Scan-Optics also assumed
lease  commitments  associated with the Company's engineering facilities located
in  Chandler, Arizona, as well as its facilities in Great Britain.  In addition,
Scan-Optics  agreed  to  pay  certain  royalties,  not to exceed $250,000 over a
three-year  period, and also entered into a Transition Agreement and a five year
Manufacturing  Agreement,  under  which  Imaging  will  continue  to manufacture
document  scanner  parts  for  Scan-Optics. Proceeds from this sale were used to
reduce  short-term  debt  and  provide  working  capital  to  the Company.   The
purchase  price  was  subject  to  adjustment  based upon certain additional due
diligence  to  be  completed  by  Scan-Optics  within ninety days.  There was no
subsequent adjustment.  Current and prior period balances have been reclassified
to  present  Imaging  and  Ltd.,  as  a  discontinued  operation.

Lexia  Systems,  Inc.
---------------------

During fiscal 1997, the Company sold its court reporting business (Xscribe Legal
Systems,  Inc.)  and  discontinued Lexia Systems, Inc.  Of the total liabilities
related  to  Lexia  Systems,  Inc.  $457,000  is related to accounts payable and
unpaid  rent  claims  to  International Computers Limited, Inc. ("ICL"). Current
year  income from discontinued operations included $457,000 for the write-off of
accounts payable and unpaid rent claims of ICL which had been carried on Lexia's
books.  Lexia had disputed these liabilities with respect to ICL in light of its
own  offsetting  claims and defenses.  The legal statute of limitations on these
ICL  claims  expired  in  the  quarter  ended  June  30,  2000.

9.     ACQUISITION  OF  SHEET  METAL  AND  ENCLOSURE  MANUFACTURING  ASSETS

 On August 17, 2000, the Company acquired certain assets and business operations
previously  owned  by a precision sheet metal and enclosure manufacturer.  These
assets were acquired from that previous company's secured lender.  On August 18,
2000,  the  Company  then  initiated  its  precision  sheet  metal and enclosure
business.  The  cost  of  the  asset  and  business  operations  acquisition was
approximately  $1,011,000  and was financed by partial use of a term loan in the
amount  $1,500,000  from  the  Company's primary lender (see Note 2).  This term
loan  bears  interest  at  prime  plus  four (4%) per annum, requires twenty-one
monthly  payments  of  $31,200, with lump sum payment due on June 15, 2002.  The
Company  also  entered  into  a  three  month  sublease for a 58,000 square foot
facility  in  Vista, CA., which provides for monthly rental payments of $20,000.
The  Company  has  signed a letter of agreement with the lessor which would call
for  a long-term lease that would provide for base rent of $29,000 per month and
expire  on  June 30, 2008.  The Company recorded additional costs related to the
transaction  of  $171,000  in  intangible assets which is being amortized over a
twenty  year  period.


10.     ACQUISITION  OF  I-PAC  MANUFACTURING,  INC.

On  March 16, 1998, the Company entered into an Agreement and Plan of Merger and
Reorganization with I-PAC Manufacturing, Inc.  The Agreement was approved by the
shareholders  of the Company on June 5, 1998, and the transaction closed on June
11,  1998.  As  a  result  of  the Merger, the 8,500 outstanding shares of I-PAC
common  stock  were exchanged for 4,848,000 shares of The Company's Common Stock
and  possibly  additional  4,652,000 shares of the Company's common stock in the
event  that  I-PAC achieved certain performance milestones during a twelve month
period  commencing  on  July  1,  1998  or  outstanding  options to purchase the
Company's  common  stock  are  exercised.

If any performance milestones are met, the issuance of additional shares awarded
to  I-PAC  shareholders under the earn-out formula and/or in connection with the
exercise  of  the  Company's outstanding options and warrants will be treated as
additional  costs  of the acquired enterprise and amortized accordingly over the
benefit  period.  Per  the  terms  of  the  Merger  a stock option exercise of a
pre-merger stock option triggers the issuance of additional common shares to the
I-PAC  Shareholders  (the I-PAC Shareholders are Patrick W. Moore, the Company's
President, Chief Executive Officer, Chairman of the Board and major shareholder,
William  L.  Grivas,  a  major  shareholder, James P. Hill, a director and major
shareholder  and  Michael Moore, a director), allocated among them in proportion
to  their ownership of I-PAC shares as of the closing date of the Merger. During
the  quarter  ended September 30, 2000, 423,330 shares were issued to the former
I-PAC  shareholders  in relation to the exercise of pre-merger stock options. As
of  October  15,  2000, a total of 644,994 shares have been issued to the former
I-PAC  shareholders  in relation to the exercise of pre-merger stock options and
97,749  pre-merger  options and warrants remain outstanding which, if exercised,
would result in additional issuances of shares to the former I-PAC shareholders.
The  Merger  was  accounted  for  as  a  purchase  of  I-PAC  by the Company for
accounting  and  financial  reporting  purposes.  Under  the  purchase method of
accounting,  upon  closing  of  the  Merger,  I-PAC's results of operations were
combined  with  those  of  the  Company, and I-PAC's assets and liabilities were
recorded  on  the Company's books at their respective fair values.  The purchase
price,  amounting  to  $2,191,000,  was comprised of the value of the stock plus
acquisition  costs  and  was  allocated  among  the  assets  acquired  and  the
liabilities  assumed.  The  issuance  of  additional  shares  awarded  to  I-PAC
shareholders  under  the earn-out formula and/or in connection with the exercise
of the Company's outstanding options and warrants are treated in accordance with
APB  16,  in  that  any additional shares are treated as additional costs of the
acquired  enterprise  and  amortized  accordingly  over the benefit period.  The
$2,200,000  excess  of  the  purchase  price  over the fair value of I-PAC's net
assets  is  amortized  over  a  twenty year period.  As of October 24, 2000, the
Company  is  currently  reviewing,  but  has  not yet made a determination as to
whether  any  performance  milestones  have  been  achieved.

11.     RELATED  PARTY  TRANSACTIONS

During  the quarter ended September 30, 2000, the Company recorded approximately
$10,000  of  goodwill  related  to  earn  out  accruals  from  the  July 1, 1998
acquisition  of  MGM  Techrep,  Inc.,  (a company previously owned by Patrick W.
Moore,  National Manufacturing Technologies' President, Chief Executive Officer,
Chairman  of  the  Board  and  major  shareholder,  William  L.  Grivas, a major
shareholder, and James P. Hill, a director and major shareholder) as compared to
$10,000  in  the  quarter  ended  September  30, 1999.  During the quarter ended
September  30,  2000  the  Company  paid approximately $11,000 of these earn out
accruals as compared to $18,900 during the quarter ended September 30, 1999.  At
September 30, 2000 the Company had approximately $5,000 in earn out payments due
to  MGM.

During  the quarter ended September 30, 2000 the Company did not pay anything to
Sullivan,  Hill,  Lewin,  Rez,  and Engle ("SHLRE") a law firm in which James P.
Hill,  a  director  and  major shareholder, is a partner, as compared to $70,000
during the quarter ended September 30, 1999.  In the quarter ended September 30,
2000,  the  Company paid approximately $7,000 to R. P. Hill and Lucy Hill, James
P.  Hill's  parents,  for  the  letter  of  credit  they posted in the amount of
$275,000  which  guarantees  the  capitalized  lease payment on the 1958 Kellogg
facility;  final  interest  payment  is  due  on  July  2,  2003.

On  October  1, 1999, the Company entered into a contract agreement with William
L.  Grivas,  Sr.,  a  major  shareholder, whereby Mr. Grivas would represent the
Company  in  connection  with  selling  or  bartering  certain  inventory  and
negotiating  settlements  of  certain  of the Company's liabilities.  Under this
consulting  agreement,  Mr.  Grivas  was  paid  $42,000 during the quarter ended
September  30,  2000.

The  Company  recorded  $711,000 and $719,000 in purchases for the three and six
months ended September 30, 2000 from Epitech, Inc., a company whose officers and
directors  include  William  L.  Grivas  and  Brian  Kissinger (a director), for
materials  and services.  The company paid approximately $155,000 to Epitech and
had  an  accounts  payable balance of approximately $564,000 as of September 30,
2000.  In  addition, the Company recorded revenues from Epitech for $129,000 and
$147,000  for  the  three  and six months ended September 30, 2000 respectively.
The Company received payments of $113,000 and had an accounts receivable balance
of  approximately  $34,000  as  of  September  30,  2000.

During  the  quarter ended June 30, 2000, the Compensation Committee approved an
agreement  with  Jim  Hill whereas Mr. Hill would provide consulting services to
the Company on certain pending business transactions outside of the normal scope
of  services  of  a  director.  Mr.  Hill  was paid $7,500 and $14,000 for these
services  in  the  three  and six months ended September 30, 2000, respectively.


<PAGE>
MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
RESULTS  OF  OPERATIONS

THIS  10-QSB  CONTAINS  FORWARD-LOOKING  STATEMENTS  THAT  INVOLVE  RISKS  AND
UNCERTAINTIES.  THESE  STATEMENTS  INCLUDE,  WITHOUT  LIMITATION,  STATEMENTS
RELATING  TO  THE COMPANY'S PLANS AND OBJECTIVES FOR FUTURE OPERATIONS INCLUDING
ACQUIRING  OTHER BUSINESSES, INCREASING SALES AND IMPROVING MARGINS, ASSUMPTIONS
AND  STATEMENTS  RELATING TO THE COMPANY'S FUTURE ECONOMIC PERFORMANCE AND OTHER
NON-HISTORICAL  INFORMATION.  THE  COMPANY'S  ACTUAL  RESULTS  COULD  DIFFER
MATERIALLY  FROM THOSE DISCUSSED HEREIN.  FACTORS THAT COULD CAUSE OR CONTRIBUTE
TO SUCH DIFFERENCES INCLUDE, WITHOUT LIMITATION, THOSE RISKS DISCUSSED UNDER THE
HEADING  "ADDITIONAL  RISK FACTORS" AS WELL AS OTHER FACTORS AS DISCUSSED IN THE
COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED MARCH 31, 2000.
Management's  discussion  and  analysis  of  financial  condition and results of
operations  should  be  read  in  conjunction  with  the  consolidated financial
statements  and  unaudited  notes  to consolidated financial statements included
elsewhere  herein.

THREE  MONTHS  ENDED SEPTEMBER 30, 2000 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30,  1999

Continuing  Operations
----------------------

Consolidated  revenues  for  the  quarter  ended  September  30,  2000 increased
approximately $3,396,000 or 136.3% to $5,887,000 from $2,491,000 for the quarter
ended  September  30, 1999.  The Electronics Interconnect Manufacturing Services
Group  ("EI")  revenue  increased  $2,418,000  or  133.0  %  to  $4,236,000 from
$1,818,000  for  the  quarter ended September 30, 1999.  The Enclosure and Metal
Fabrication  Manufacturing  Services Group ("EMF") revenue increased $978,000 or
145.3%  to  $1,651,000  from  $673,000 for the quarter ended September 30, 1999.
The increase in the EI Group revenue is the result of an expanding customer base
and  increased  demand  from  existing customers, which is expected to continue.
The  increase  in the EMF Group is the result of the addition of the sheet metal
and  enclosure operation and expanded shipments for the metal stamping facility.

Consolidated  gross  margin  for  the quarter ended September 30, 2000 increased
$1,329,000 or 193.4% to $2,016,000 from $687,000 for the quarter ended September
30,  1999.  This  increase  is  primarily attributable to higher sales volume in
both  the  EI  and  EMF  Group.  Total  gross  margin  as  a percent of revenues
increased  6.6%  to  34.2%  for  the  three  months  ended September 30, 2000 as
compared  to  27.6%  for the three months ended September 30, 1999.  The current
quarter  amount  is  comprised  of approximately $1,246,000 or 29.4% of EI gross
margin,  an increase of $729,000 compared with $517,000 or 28.4% for the quarter
ended  September  30,  1999.  The  EMF  group gross margin increased $600,000 to
$770,000  or  46.6%  as  compared  with  $170,000 or 25.3% for the quarter ended
September  30,  1999.  The  consolidated  gross  margin  represents  an  amount
considered  by  management  to  be  expected  under normal operating conditions.

Consolidated  selling,  general,  and  administrative  ("SG&A") expenses for the
quarter  ended  September  30, 2000 increased $296,000 or 24.8% to approximately
$1,491,000  from  $1,195,000  for  the  quarter  ended September 30, 1999.  This
amount  is  comprised  of  approximately  $383,000 of corporate SG&A expenses as
compared  to  $375,000  in  the quarter ended September 30, 1999.  EI group SG&A
expenses  were  $457,000, as compared to $390,000 in the quarter ended September
30,  1999  and  EMF group expenses were $651,000 as compared to $430,000 for the
quarter  ended  September  30, 1999.  The increases in SG&A expense at the group
levels  were  mainly  due  to  the  acquisition of the sheet metal and enclosure
operation  as  well  as  the addition of staff to support the increased level of
revenues.

Consolidated operating profit for the quarter ended September 30, 2000 increased
$1,032,000  or  203.1%  to  an  operating  profit  of $524,000, or 8.9%, from an
operating  loss  of  $508,000,  or  (20.4%), for the quarter ended September 30,
1999.  This  increase  is  due  to  strong revenue growth concentrated in the EI
group  and  new revenue growth created by the acquisition of the sheet metal and
enclosure  operation  in  the  EMF  group.

Consolidated  other  expense  for  the  quarter ended September 30, 2000 totaled
approximately $127,000 compared to other income of $67,000 for the quarter ended
September  30, 1999.  It was comprised primarily of interest expense of $369,000
as  compared  to  $42,000  for  the  quarter ended September 30, 1999, and other
income  of  $242,000 as compared to $109,000 for the quarter ended September 30,
1999.  The other income resulted from accounts payable settlements in the amount
of  $23,000,  bad  debt recovery of $188,000 and a gain on the sale of assets of
$31,000.

The  net  effect  of  the  increases  in revenues and the improved gross margins
resulted in a consolidated net income from continuing operations of $397,000, or
6.7%,  or $0.04 basic and $0.03 diluted earnings per share for the quarter ended
September  30,  2000.  This  is  an increase of $838,000 in net income or 190.0%
from  the  net  loss  from continuing operations from the same period in 1999 of
$441,000  ($0.04  per  share).

Discontinued  Operations
------------------------

On  June  21,  1999,  the  Company  closed the sale of its scanner operations to
Scan-Optics.

Current quarter income that is related to the discontinued scanner operation was
$32,000  as  compared to $371,000 for the quarter ended September 30, 1999.  The
current quarter income was related to a reduction of accrued liabilities for the
scanner  operation  that  were not needed.  The quarter ended September 30, 1999
income  included  $218,000  of  inventory  reserves  related  to the Photomatrix
scanner  operation  that  were  not  required,  $73,000  of  accounts receivable
reserves  for  the Photomatrix scanner operation that were not required, $65,000
of  accruals for estimated losses at Lexia that were not required and $15,000 of
miscellaneous  accruals  for  the  Photomatrix  scanner  operation that were not
required.

During fiscal 1997, the Company sold its court reporting business (Xscribe Legal
Systems, Inc.) and discontinued Lexia Systems, Inc.  There is no current quarter
income  related  to  Lexia  Systems, Inc.  Current year income from discontinued
operations  included  $457,000  for the write-off of accounts payable and unpaid
rent  claims of ICL which had been carried on Lexia's books.  Lexia had disputed
these  liabilities with respect to ICL in light of its own offsetting claims and
defenses.  The  legal  statute of limitations on these ICL claims expired during
the  quarter  ended  June  30,  2000.

SIX  MONTHS  ENDED SEPTEMBER 30, 2000 COMPARED TO SIX MONTHS ENDED SEPTEMBER 30,
1999

Continuing  Operations
----------------------

Consolidated  revenues  for  the  six  months ended September 30, 2000 increased
approximately  $6,657,000  or  156.9% to $10,901,000 from $4,244,000 for the six
months  ended  September  30,  1999.  The Electronics Interconnect Manufacturing
Services Group ("EI") revenue increased $5,065,000 or 187.7 % to $7,763,000 from
$2,698,000 for the six months ended September 30, 1999.  The Enclosure and Metal
Fabrication Manufacturing Services Group ("EMF") revenue increased $1,591,000 or
102.8%  to  $3,138,000  from  $1,547,000  for the six months ended September 30,
1999.  The  increase  in  the  EI  Group  revenue  is the result of an expanding
customer base and increased demand from existing customers, which is expected to
continue. The increase in the EMF Group revenue is the result of the addition of
the  sheet  metal  and  enclosure operation and expanded shipments for the metal
stamping  facility.

Consolidated  gross margin for the six months ended September 30, 2000 increased
$2,360,000  or  182.4%  to  $3,654,000  from $1,294,000 for the six months ended
September  30,  1999.  This  increase  is primarily attributable to higher sales
volume  in  both  the  EI  and  EMF  Group.  Total  gross margin as a percent of
revenues  increased 3.0% to 33.5% for the six months ended September 30, 2000 as
compared  to 30.5% for the six months ended September 30, 1999.  The current six
months  amount  is  comprised  of  approximately $2,479,000 or 31.9% of EI gross
margin,  an  increase  of $1,606,000 compared with $873,000 or 32.4% for the six
months  ended September 30, 1999.  The EMF group gross margin increased $754,000
to  $1,175,000  or  37.4%  as compared with $421,000 or 27.2% for the six months
ended  September  30,  1999.  The  consolidated  gross margin for the six months
ended  September 30, 2000 represents an amount considered by management expected
under  normal  operating  conditions.

Consolidated  selling, general, and administrative ("SG&A") expenses for the six
months  ended  September  30,  2000  increased $182,000 or 6.9% to approximately
$2,835,000  from  $2,653,000  for the six months ended September 30, 1999.  This
amount  is  comprised  of  approximately  $710,000 of corporate SG&A expenses as
compared  to  $1,019,000  in  the  six  months  ended  September 30, 1999.   The
decrease  is  mainly  due  to staff reductions which occurred as a result of the
sale  of  the  scanner  operations.   EI  group  SG&A expenses were $957,000, as
compared  to  $774,000  in the six months ended September 30, 1999 and EMF group
SG&A  expenses  were $1,168,000 as compared to $860,000 for the six months ended
September  30,  1999.  The  increases  in  SG&A expense at the group levels were
mainly  due  to  additional  staff  to  support  the increased level of revenues
created  by  an  expanding  customer  base  and  the  sheet  metal and enclosure
acquisition.

Consolidated  operating  profit  for  the  six  months  ended September 30, 2000
increased $2,178,000 or 160.3% from an operating loss of $1,359,000, or (32.0%),
to an operating profit of $819,000, or 7.5%, as compared to the six months ended
September  30,  1999.  This increase is due to revenue growth in both the EI and
EMF  groups.  The  EMF  group  also  benefited from the acquisition of the sheet
metal  and  enclosure  facility.

Consolidated  other  expense for the six months ended September 30, 2000 totaled
approximately $198,000 compared to an expense of $9,000 for the six months ended
September  30, 1999.  It was comprised primarily of interest expense of $553,000
as  compared  to $152,000 for the six months ended September 30, 1999, and other
income of $355,000.  The other income resulted from accounts payable settlements
in  the  amount  of  $95,000,  bad  debt  recovery of $216,000, rental income of
$5,000,  recognition of gain on the sale of assets of $35,000, and miscellaneous
income  of  $3,000.

The  net  effect  of  the  increases  in revenues resulted in a consolidated net
income from continuing operations of $621,000, or 5.7%, or $0.06 basic and $0.05
diluted earnings per share for the six months ended September 30, 2000.  This is
an  increase  of  $1,989,000  in net income from continuing operations or 145.4%
from  the  net  loss  from continuing operations from the same period in 1999 of
$1,368,000  ($0.14  per share).  There was current year income from discontinued
operations  of  $507,000,  or 4.7% as compared to $761,000, or 17.9% for the six
months  ended  September  30,  1999.  The  net  result  for the six months ended
September 30, 2000 was net income of $1,128,000, or 10.3%, an increase of 285.8%
as  compared  to  a  net  loss  of  $607,000,  or 14.3%, in the six months ended
September  30,  1999.




<PAGE>
                         LIQUIDITY AND CAPITAL RESOURCES

   RECENT AND FUTURE SOURCES OF AND DEMANDS ON LIQUIDITY AND CAPITAL RESOURCES
   ---------------------------------------------------------------------------

On June 18, 1999, the Company entered into a $1,500,000 credit facility with its
primary lender that included a $1,200,000 A/R line of credit and a $300,000 term
loan.  Under  the  terms  of  this agreement, total borrowings under the line of
credit  were  limited  to  the  lesser of $1,200,000 or 80% of eligible accounts
receivable (as defined under the agreement).  In December 1999, the A/R line was
increased to $2,000,000, and inventory lines totaling $650,000 were added to the
existing line.  In June 2000 the A/R line was increased to $3,000,000 to support
revenue  growth  and  then  increased to $3,500,000 in August 2000.  Outstanding
borrowings  are  collateralized by primarily all of the Company's assets.  Total
borrowings  under the inventory line is limited to the lesser of $300,000 or 70%
of the cost of eligible metal inventory (as defined under the agreement) and the
lesser  of  $350,000  or 35% of eligible electronics inventory (as defined under
the  agreement).  The  line  of  credit  expires  on June 18, 2002.  The balance
outstanding, as of October 30, 2000 was $2,935,000 on the A/R line, and $631,000
on  the  inventory  lines.  The  term  loan  of $300,000 was fully paid when the
company  restructured  its  debt  during  the acquisition of the sheet metal and
enclosure  operation  (see  below).  The  line  of  credit  accrues  interest on
outstanding  borrowings  at  the  bank's  prime  rate  plus  4%  per  annum.

On  August  14, 2000, the Company became obligated to its primary lender under a
$1,500,000 term loan, which bears interest at prime plus four (4%) per annum and
requires twenty-one principal payments of $31,200, with a final lump sum payment
due  on June 15, 2002.  This term loan was used to fund the asset acquisition of
the  new Enclosure and Sheet Metal business and to buy out some existing capital
leases.  It  was  also used to retire the debt on the then existing term loan of
$300,000.  As of October 30, 2000 the balance remaining on the new term loan was
$1,438,000.

In  December 1998, NMT became obligated under a five-year note, payable to Green
International  West  ("GIW"), in the amount of $350,000, bearing interest at 8%.
Future  note  payments  may  be  made in a combination of National Manufacturing
Technologies  stock  and  cash at the election of the parties.  In addition, NMT
entered  into  a capital lease for the purchase of GIW equipment, with an option
to  purchase  the equipment for $490,000 at the end of the one-year period.  The
first  year  rental  payments  under the equipment lease were satisfied with the
issuance  of  25,000  shares of National Manufacturing Technologies common stock
valued  at $2.00 per share.  National Manufacturing Technologies agreed to price
protect  the shares issued to GIW shareholders at a price of $2.00 per share, at
a point two years from the closing date, for these initial shares issued for the
first  year's  payments  on  the  note  and  the  equipment  lease.  The Company
exercised  its  option to purchase this equipment on December 1, 1999 and now is
obligated,  to GIW, under a four year note in the amount of $490,000 which bears
interest at 8%.  NMT also agreed to pay GIW certain royalties (1.75% of sales to
existing  customers)  over  a  three-year  period,  all royalties are payable in
common  stock or cash, at the Company's election.  As of March 31, 2000, a total
of 116,000 shares of common stock had been issued to GIW for the first 12 months
of  royalty  payments.  On March 5, 2000, the agreement with GIW was modified so
that  all  future royalty payments to be payable in cash.  To date the scheduled
note  payments  have  been  paid  in  cash.

In  the  quarter  ended  September  30,  2000,  GIW  and  the  Company completed
negotiations  to re-schedule the notes described above and to exchange a portion
of  the  debt  for  equity.  On  August  17,  2000, GIW was granted a Warrant to
purchase  400,000  shares  of the Company's common stock at a price of $1.37 per
share.  The  Warrant  was  exercised  the  same  day at a cost of $548,000.  The
Company  accepted  $200,000  of the cost to exercise in the form of a short-term
recourse  note  receivable  due  to NMT from GIW maturing on March 31, 2001. The
remaining  $348,000  of  the  cost  to  exercise  was applied to the outstanding
principal  of the $350,000 and $490,000 notes discussed above.  This resulted in
the rescheduling of the final payment to April 2003.  As of August 16, 2000, the
remaining  principal  balance  of  the  two  notes  totaled  $362,000.

GIW  also agreed to take a subordinate position on the equipment acquired at the
time  of the original transaction with GIW and in return the Company granted GIW
a  Warrant  to  purchase  100,000 shares of common stock at an exercise price of
$1.438  or at a price to be adjusted at exercise if the stock price is not $2.00
at  July  6,  2002.  This subordination allowed the Company to secure additional
financing  against  that equipment as collateral.  In addition, the next royalty
payment  due December 30, 2000, would be payable in stock in accordance with the
original  terms  of  the  agreement  and  the payment due June 30, 2001 could be
payable  in  cash  or stock at GIW's election.  Royalty payments thereafter will
return  to  be  paid  in  cash  only,  in  accordance  with the amendment to the
agreement  reached  in  March  2000.

The  Company is also obligated under a series of notes payable totaling $240,000
as  of  September 30, 2000.  These notes bear interest at a rate of 8% per annum
and matured in April 2000.  Interest and principal payments totaling $16,000 are
due  monthly.  Since  October  1998,  the Company has made two payments on these
notes in July 1999 and August 1999.  These notes are included in net liabilities
of  discontinued  operations.

The  Company also has certain equipment notes in the aggregate amount of $29,000
as  of September 30, 2000, with interest rates varying between 8% and 26.6% with
final  payments  due  between  2001 and 2002.  These notes are collateralized by
equipment.  In  addition,  the  Company  also  has certain capital leases in the
aggregate amount of $2,848,000 as of September 30, 2000 for the property at 1958
Kellogg, Carlsbad, CA.  Combined, these leases call for minimum monthly payments
aggregating  approximately  $29,000  per  month.

During  September  1998,  The  Company's wholly owned subsidiary, Lexia Systems,
settled  its outstanding dispute with Fujitsu.  As a result, the Company reduced
its  previously  recorded liability of $340,000 to Fujitsu to $200,000 and began
making  payments  against this liability in November 1998 with the final payment
due  to  Fujitsu  in  September  1999.  As of October 2000, the Company has made
payments  totaling  $25,000 since July 1999 on this liability which is currently
at  a  balance  of  $65,000.  Lexia  also  has  recorded  liabilities reflecting
accounts payable and unpaid rent claims of International Computers Limited, Inc.
("ICL") and related entities in the amount of $457,000 at March 31, 2000.  These
liabilities  are  included  in  current  liabilities  as  net  liabilities  of
discontinued  operations.  In  June  2000, the Company wrote-off the $457,000 of
accounts payable and unpaid rent claims of ICL which had been carried on Lexia's
books.  Lexia had disputed these liabilities with respect to ICL in light of its
own  offsetting  claims and defenses.  The legal statute of limitations on these
ICL  claims  has  now  expired.

The  Company's  sources  of  future short-term liquidity are its cash balance of
$123,000  as  of  September 30, 2000, and the unused amount of its $4.15 million
credit  facility.  $3.5  million  of  this  credit  facility is a line of credit
against  eligible  accounts  receivable ("A/R line").  Additionally, $650,000 of
the  credit facility can be used against eligible inventory.  Availability under
the  line  of  credit can be limited based upon the balance of eligible accounts
receivable as described above.  Availability under the inventory lines of credit
can  be  limited  based  upon  the  balance  of  eligible  metal  inventory  and
electronics  inventory  as described above.  Increased limits for this line were
established  in December 1999, June 2000, August 2000 and October 2000.  The A/R
line  was increased to $3.0 million from $2.0 million in June 2000, increased to
$3.2  million  in  August  2000  and  increased to $3.5 million in October 2000.
Prior  to  that it was increased $2.0 million from $1.2 million in December 1999
to  aid revenue growth in the both operating segments.  The Company also expects
additional  financing from the equipment re-financing transaction with GIW which
was  discussed  above;  at  this  time,  the  Company does not have a reasonable
estimate  of  the  dollar  value  of  this  potential  financing.

The  Company is currently obligated as a guarantor under an assignment agreement
of  a  lease.  The  amount  is approximately $18,550 per month through September
2002.  As  of October 2000, the Company has not been required to pay any amounts
related  to  this guarantee.  The Company is also obligated to pay approximately
$7,000  per  month  on  various other leases.  Aside from these commitments, the
Company  has  not  made  any  material  commitments.

In the first quarter of fiscal year 2001, current and former employees exercised
stock  options  to  purchase  a  total of 244,164 shares of the Company's common
stock.  These  exercises  in  the  first  quarter  of fiscal year 2001, provided
$86,584  in  cash  to  the  Company.  In the second quarter of fiscal year 2001,
former  employees  exercised stock options for the purchase of 448,334 shares of
common  stock  for  a  total  purchase  price  of  $127,080.

The Company anticipates that its current cash position, revenue from operations,
favorable credit terms with several key vendors, funds from its existing line of
credit,  and  additional  collateral  financing  that  may  be  available to the
Company,  will  be  sufficient  to  finance  its  working  capital  and  capital
requirements  for  the  next  twelve  months.  However,  the  Company's  capital
requirements  may  increase  as  a  result  of  competitive  and  technological
developments  and the terms and conditions of any future strategic transactions.
Although  there  can  be  no  assurance  that  the Company will be able to raise
additional  capital under favorable terms, if at all, the Company was successful
in negotiating an increase of $200,000 in its credit facility during the quarter
ended  September  30,  2000.  In  October  2000,  the  Company was successful in
negotiating  an  additional  increase  of  $300,000  in  its  credit  facility.


                          NEW ACCOUNTING PRONOUNCEMENTS
                          -----------------------------

In  December  1999, the SEC released Staff Accounting Bulletin 101 ("SAB 101") ,
Revenue  Recognition in Financial Statements.  SAB 101 clarifies the SEC's views
related to revenue recognition and disclosure.  SAB 101B was subsequently issued
in June, 2000, deferring the requirement to adopt the revised guidance until the
Company's quarter ended March 31, 2001.  The Company does not expect adoption of
SAB  101  to  have  a  material  effect  on its financial position or results of
operations.

In March 2000, the FASB issued Interpretation No. 44 ("FIN 44"), "Accounting for
Certain  Transactions  involving  Stock  Compensation."  FIN  44  clarifies  the
application  of  APB Opinion No. 25 regarding (a) the definition of employee for
purposes  of  applying  APB  Opinion  No.  25,  (b) the criteria for determining
whether  a  stock  option  plan  qualifies  as  a  noncompensatory plan, (c) the
accounting  consequence  of  various  modifications to the terms of a previously
fixed  stock  option  or  award, and (d) the accounting for an exchange of stock
compensation awards in a business combination. FIN 44 is effective July 1, 2000,
but  certain  conclusions cover specific events that occur after either December
15,  1998,  or  January  12, 2000. The Company has adopted FIN 44 and it did not
have  a  material  impact  on  its  financial position or results of operations.

In March 2000, the Emerging  Issues Task Force issued No. 00-02 ("EITF  00-02"),
"Accounting  for Web Site Development  Costs".  EITF 00-02 states that all costs
relating to software used to operate a web site and relating to  development  of
initial  graphics and web page design should be accounted for using Statement of
Position ("SOP") 98-1. Under this SOP, costs incurred in the preliminary project
stage  should  be  expensed  as  incurred,  as  should  most  training  and data
conversion  costs.  External direct costs of materials and services and internal
direct  payroll-related  costs should be capitalized  once certain  criteria are
met. EITF 00-02 is effective for all fiscal  quarters  beginning  after June 30,
2000. The Company's has adopted EITF 00-02 and it did not have a material effect
on  its  financial  position  or  results  of  operations.

Statement  of Financial Accounting Standards No. 133, "Accounting for Derivative
Financial Instruments and Hedging Activities" ("SFAS 133") issued by the FASB is
effective for all fiscal quarters of fiscal years beginning after June 15, 2000.
SFAS  133  provides  a comprehensive and consistent standard for the recognition
and  measurement of derivatives and hedging activities.  The Company has adopted
SFAS  133  and  it  did  not have a material effect on its financial position or
results  of  operations.


<PAGE>
PART  II  -  OTHER  INFORMATION
-------------------------------

ITEM  1.  LEGAL  PROCEEDINGS
          ------------------
          There  are  no material pending legal proceedings to which the Company
or any of  its  subsidiaries  is  a  party  or  of which any of their properties
is the subject.


ITEM  2.  CHANGES  IN  SECURITIES
          -----------------------
          None


ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES
          ----------------------------------
          None


ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS
          -----------------------------------------------------------
          None


ITEM  5.  OTHER  INFORMATION
          ------------------
          None

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K
          -------------------------------------

a.     Reports  on  Form  8-K
       ----------------------
       None

b.     Exhibits
       --------


<TABLE>
<CAPTION>

<C>      <S>

10.48.2    Warrant Exercise Agreement with Green International West dated August 17, 2000
10.57.1    First Amendment to Loan and Security Agreement with Celtic Capital dated December 15, 1999
10.57.2    Second Amendment to Loan and Security Agreement with Celtic Capital dated August 14, 2000
10.57.3    Third Amendment to Loan and Security Agreement with Celtic Capital dated October 16, 2000
10.57.4    $700,000 Term Note with Celtic Capital dated August 14, 2000
10.57.5    $800,000 Term Note with Celtic Capital dated August 14, 2000
  10.71    Quitclaim Bill of Sale with Foothill Capital dated August 17, 2000
  10.72    Warrant Agreement with Celtic Capital dated July 6, 2000
     27    Financial Data Schedule
</TABLE>



                                   SIGNATURES
                                   ----------


Pursuant  to the requirements of the Securities Exchange Act of 1934, the Issuer
has  duly  caused  this  report  to  be  signed on its behalf by the undersigned
thereunto  duly  authorized.


                                  NATIONAL MANUFACTURING TECHNOLOGIES, INC.


Date:  November 13, 2000. .  . . . . . . . . . .  by  /s/ Patrick W. Moore
                                                 --------------------------
                                                  Patrick W. Moore
                                                  Chairman, Chief Executive
                                                  Officer and President

Date:  November 13, 2000.  . . . . . . . . . . .  by  /s/    Larry Naritelli
                                                  --------------------------
                                                   Larry Naritelli
                                                   Controller
                                                   Principal Accounting Officer