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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON D. C. 20549

                                  FORM 10-KSB/A

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

                    For the fiscal year ended June 30, 1997

                         Commission File Number 0-10683


                                 HYDROMER, INC.
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             (Exact name of registrant as specified in its charter)

                New Jersey                                 22-2303576
      ------------------------------              ------------------------------
          (State of incorporation)                       (I.R.S. Employer
                                                        Identification No.)

  35 Columbia Road, Branchburg, New Jersey                  08876-3518
------------------------------------------        ------------------------------
  (Address of principal executive offices)                  (Zip Code)


Registrant's telephone number, including area code:       (908)  526-2828
                                                          ---------------

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:


                         Common Stock Without Par Value
                         ------------------------------
                                (Title of class)

     Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such report(s), and (2) has been subject to such filing requirements for the
past 90 days. Yes (X) No ( )

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10KSB
or any amendment to this Form 10KSB (X)

     The aggregate market value of the voting stock held by non-affiliates of
the Registrant at September 3, 1996 was approximately $308,673

     The number of shares of Registrant's Common Stock outstanding on December
31, 1997 was 4,367,987 as reported in the Company's Form 10-QSB for the three
months ended December 31, 1997.

     Portions of the Annual Report to Stockholders for the fiscal year ended
June 30, 1997 are incorporated by reference in Part II of this report. Portions
of the Proxy Statement of Registrant dated September 3, 1997 are incorporated by
reference in Part III of this report.

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                                    PART IV

Item 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) 1. Financial Statements:

         The financial statement of the Company incorporated as Exhibit 13 in
the Annual Report in this Report.

(a) 3. Exhibits:

         The exhibits required to be filed as part of this Report are listed in
the attached Index to Exhibits. 

         (b) Current Reports on Form 8-K:

         The Company has not filed any Current Reports on Form 8-K during the
quarter ended June 30, 1997.


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                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.


HYDROMER, INC.


/s/ MANFRED F. DYCK   President, Principal Executive Officer,  February 23, 1998
--------------------- Chairman of the Board of Directors
    Manfred F. Dyck   


/s/ MARK KLYPKA       Vice President Finance &                 February 23, 1998
--------------------- Administration Chief Financial Officer
    Mark Klypka       


         Pursuant to the requirements of the Securities and Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated:


/s/ MANFRED F. DYCK   President, Principal Executive Officer,  February 23, 1998
--------------------- Chairman of the Board of Directors
    Manfred F. Dyck            


/s/ URSULA M. DYCK    Director                                 February 23, 1998
--------------------
    Ursula M. Dyck


                      Director                                September __, 1997
--------------------
    Dieter Heinemann


/s/ MAXWELL BOROW     Director                                 February 23, 1998
--------------------
    Maxwell Borow


/s/ ROBERT H. BEA     Director                                 February 23, 1998
--------------------
    Robert H. Bea


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                               INDEX TO EXHIBITS


         13 Annual Report to Shareholders for the fiscal year ended June 30,
1997.



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