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

                                    FORM 10-Q

               QUARTERLY REPORT PURSUANT TO SECTION 13 OF 15(D) OF

                       THE SECURITIES EXCHANGE ACT OF 1934


For the quarter ended: June 30, 2001            Commission file number: 33-23617

                           MATERIAL TECHNOLOGIES, INC.
                           ---------------------------
             (Exact name of registrant as specified in its charter)



                  Delaware                                      95-4622822
---------------------------------------------            -----------------------
(State or other jurisdiction of incorporation                (IRS  Employer
              or organization)                             identification No.)


                             11661 San Vicente Boulevard
                                      Suite  707
                            Los Angeles, California 90049
                          -------------------------------
                     (address of principal executive offices)
                                   (Zip Code)


                                 (310) 208-5589
                        -------------------------------
               (Registrant's telephone number including area code)

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

                                     Common
                                     ------

     Indicate  by  check  mark  whether the registrant (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 reports), and (2) has been subject to such
filing  requirements  for  the  past  90  days.    Yes  X   No
                                                       ---     ---

     Indicate  by check mark if disclosure of delinquent filers pursuant to Item
405  or  Regulation S-K   is not contained herein, and will not be contained, to
the  best  of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in  Part  III  of this Form 10-K or any
amendment  of  this  form  10-K.  [ ]

     The  aggregate  market  value of the voting stock held by Non-affiliates of
the  registrant  at  July  31,  2001  was  $1,547,964.

     Documents  incorporated  by  reference-None.


                                       1
<PAGE>
                                      INDEX



                                                                         PAGE
                                                                        ------

Part  1.  Financial  Statements

          Balance  Sheets                                                3 - 4

          Statements  of  Operations
            Second  Quarter  Ended June 30, 2000 and 2001 and from
            the Company's inception (October 21, 1983) through
            June  30,  2001                                                  5


          Statements  of  Cash  Flows
            Second Quarter Ended June 30, 2000 and 2001 and from
            the Company's inception (October 21, 1983) through
            June  30,  2001                                              6 - 7


          Notes  to  Financial  Statements                                   8


          Management's  Discussion  and  Analysis                       9 - 10


Part  2  -  Other  Items                                                    11


                                       2
<PAGE>
<TABLE>
<CAPTION>
Part  1.  Financial  Statements


MATERIAL  TECHNOLOGIES,  INC.
(A  Development  Stage  Company)
BALANCE  SHEETS
================================================================================



                                           December 31,    June 30,
                                               2000          2001
                                           ------------  ------------
                                                          (Unaudited)
<S>                                        <C>           <C>
ASSETS

  CURRENT ASSETS
    Cash and Cash Equivalents              $      1,954  $      5,719
     Receivable Due on Research Contract         33,932       267,291
    Receivable from Officer                      22,052        27,965
                                           ------------  ------------

      TOTAL CURRENT ASSETS                       57,938       300,975
                                           ------------  ------------

  FIXED ASSETS
    Property and Equipment, Net
        of Accumulated Depreciation               2,990         2,511
                                           ------------  ------------

  OTHER ASSETS
     Intangible Assets, Net of
        Accumulated Amortization                 12,712        11,718
    Investments                                  33,000        33,000
    Refundable Deposit                            2,136         2,136
                                           ------------  ------------

      TOTAL OTHER ASSETS                         47,848        46,854
                                           ------------  ------------

      TOTAL ASSETS                         $    108,776  $    350,340
                                           ============  ============
</TABLE>


                            See accompanying notes.
                                        3
<PAGE>
<TABLE>
<CAPTION>
MATERIAL  TECHNOLOGIES,  INC.
(A  Development  Stage  Company)
BALANCE  SHEETS
================================================================================================================


                                                                          December 31,         June 30, 2001
                                                                              2000                 2001
                                                                       ------------------  ---------------------
                                                                                                (Unaudited)
<S>                                                                    <C>                 <C>
LIABILITIES AND STOCKHOLDERS'  (DEFICIT)

  CURRENT LIABILITIES
    Legal Fees Payable                                                 $         209,306   $            219,865
    Fees Payable to R&D Subcontractor                                             20,474                188,019
    Consulting Fees Payable                                                       50,000                      -
    Accounting Fees Payable                                                       26,288                 31,840
    Other Accounts Payable                                                        10,157                  8,518
    Accrued Expenses                                                              24,982                 39,356
    Accrued Officer Wages                                                         40,000                100,000
    Notes Payable - Current Portion                                               25,688                 25,688
    Loans Payable - Others                                                        54,160                 55,783
                                                                       ------------------  ---------------------

      TOTAL CURRENT LIABILITIES                                                  461,055                669,069

    Payable on Research and
       Development Sponsorship                                                   358,181                390,417
                                                                       ------------------  ---------------------

      TOTAL LIABILITIES                                                          819,236              1,059,486
                                                                       ------------------  ---------------------


  STOCKHOLDERS' EQUITY (DEFICIT)
    Class A Common Stock, $.001 Par Value, Authorized 100,000,000
       Shares, Outstanding 24,618,167 at December 31, 2000, and
       32,843,167 shares at June 30, 2001                                         24,618                 32,843
    Class B Common Stock, $.001 Par Value, Authorized 100,000
       Shares, Outstanding 100, 000 Shares at December 31, 2000, and
       June 30, 2001                                                                 100                    100
     Class A Preferred, $.001 Par Value, Authorized  900,000 Shares
       Outstanding 337,471 Shares at December 31, 2000 and June
       30, 2001                                                                      337                    337
    Additional Paid in Capital                                                 5,909,782              6,441,490
    Less Notes Receivable - Common Stock                                      (2,133,251)              (710,282)
    Deficit Accumulated During the Development Stage                          (4,512,046)            (6,473,634)
                                                                       ------------------  ---------------------

    TOTAL STOCKHOLDERS' (DEFICIT)                                               (710,460)              (709,146)
                                                                       ------------------  ---------------------

      TOTAL LIABILITIES AND STOCKHOLDERS'
         (DEFICIT)                                                     $         108,776   $            350,340
                                                                       ==================  =====================
</TABLE>


                            See accompanying notes.
                                        4
<PAGE>
<TABLE>
<CAPTION>
                                          MATERIAL TECHNOLOGIES, INC.
                                         (A Development Stage Company)
                                            STATEMENTS OF OPERATIONS

                                                                                                          From Inception
                                                 For the Three Months Ended  For the Six Months Ended   (October 21, 1983)
                                                          June 30,                    June 30,                Through
                                                     2000          2001         2000           2001       June 30, 2001
                                                 ------------  ------------  ------------  ------------  ---------------
                                                  (Unaudited)   (Unaudited)  (Unaudited)    (Unaudited)    (Unaudited)
<S>                                              <C>           <C>           <C>           <C>           <C>
 REVENUES
  Sale of Fatigue Fuses                          $         -   $         -   $         -   $         -   $       64,505
  Sale of Royalty Interests                                -             -             -             -          198,750
  Income from Research Contracts                     277,308       346,295       458,155       611,055        3,594,721
  Test Services                                            -             -             -             -           10,870
                                                 ------------  ------------  ------------  ------------  ---------------
    TOTAL REVENUES                                   277,308       346,295       458,155       611,055        3,868,846
                                                 ------------  ------------  ------------  ------------  ---------------

COSTS AND EXPENSES
  Research and Development                           260,469       261,003       351,087       471,619        3,343,319
  General and Administrative                         110,324     1,602,771       308,158     2,143,435        6,953,080
                                                 ------------  ------------  ------------  ------------  ---------------
    TOTAL COSTS AND EXPENSES                         370,793     1,863,774       659,245     2,615,054       10,296,399
                                                 ------------  ------------  ------------  ------------  ---------------
    INCOME (LOSS) FROM OPERATIONS                    (93,485)   (1,517,479)     (201,090)   (2,003,999)      (6,427,553)
                                                 ------------  ------------  ------------  ------------  ---------------

OTHER INCOME (EXPENSE)
  Expense Reimbursed                                       -             -             -             -            4,510
  Interest Income                                     21,440        37,295        22,478        78,445          223,980
  Gain on Sale of Securities                               -             -       251,798             -          207,497
  Gain on Foreclosure                                      -             -             -             -           18,697
  Miscellaneous Income                                     -             -             -             -           25,145
  Loss on Sale of Equipment                                -             -             -             -          (12,780)
  Settlement of Teaming Agreement                          -             -             -             -           50,000
  Modification of Royalty Agreement                        -             -             -             -           (7,332)
  Interest Expense                                   (15,158)      (17,420)      (30,378)      (35,234)        (280,753)
  Litigation Settlement                                    -             -             -             -           18,095
                                                 ------------  ------------  ------------  ------------  ---------------
    TOTAL OTHER INCOME                                 6,282        19,875       243,898        43,211          247,059
                                                 ------------  ------------  ------------  ------------  ---------------

NET INCOME (LOSS) BEFORE EXTRAORDINARY
  ITEMS AND PROVISION FOR INCOME TAXES               (87,203)   (1,497,604)       42,808    (1,960,788)      (6,180,494)
PROVISION FOR INCOME TAXES                              (800)            -        (2,575)         (800)         (10,200)
                                                 ------------  ------------  ------------  ------------  ---------------
    NET INCOME (LOSS) BEFORE
      EXTRAORDINARY ITEMS                            (88,003)   (1,497,604)       40,233    (1,961,588)      (6,190,694)
 EXTRAORDINARY ITEMS
  Forgiveness of Debt                                      -             -            --            --         (289,940)
  Utilization of Operating  Loss Carry forward             -             -            --            --            7,000
                                                 ------------  ------------  ------------  ------------  ---------------
    NET  (LOSS)                                  $   (88,003)  $(1,497,604)  $    40,233   $(1,961,588)  $   (6,473,634)
                                                 ============  ============  ============  ============  ===============

PER SHARE DATA
  Income (Loss) Before Extraordinary Item             (0.005)  $    (0.047)        0.003   $    (0.067)
  Extraordinary Items                                      -             -             -             -
                                                 ------------  ------------  ------------  ------------
    NET INCOME (LOSS)                                 (0.005)       (0.047)        0.003   $    (0.067)
                                                 ============  ============  ============  ============
    WEIGHTED AVERAGE
         COMMON SHARES OUTSTANDING                17,243,600    32,010,475    16,047,454    29,412,366
                                                 ============  ============  ============  ============
</TABLE>


                            See accompanying notes.
                                        5
<PAGE>
<TABLE>
<CAPTION>
                                          MATERIAL TECHNOLOGIES, INC.
                                         (A Development Stage Company)
                                           STATEMENTS OF CASH FLOWS

                                                                                                                      (October 21,
                                                             For the Three Months Ended  For the Six Months Ended        1983)
                                                                     June 30,                    June 30,               Through
                                                                2000          2001         2000           2001       June 30, 2001
                                                             ------------  ------------  ------------  ------------  -------------
                                                              (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited)
<S>                                                          <C>           <C>           <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income (Loss)                                          $   (88,003)   (1,497,604)  $    40,233   $(1,961,588)    (6,473,634)
                                                             ------------  ------------  ------------  ------------  -------------
  Adjustments to Reconcile Net Income
    (Loss) to Net Cash Provided
    (Used) by Operating Activities
  Depreciation and Amortization                                      738           736         1,474         1,475        176,048
  Interest Income Accrued on Stock Subscription Receivable       (16,715)      (37,294)      (17,668)      (78,444)      (178,433)
  Bad Debts                                                            -             -                                     50,000
  Gain on Sale of Securities                                           -             -             -             -       (196,596)
  Gain on Foreclosure                                                  -             -             -             -        (18,697)
  Charge off of Deferred Offering Costs                                -             -             -             -         36,480
  Charge off of Long-lived Assets Due to Impairment                    -             -                                     92,919
  Loss on Sale of Equipment                                            -             -             -             -         12,780
  Modification of Royalty Agreement                                    -             -                                      7,332
  Issuance of Common  Stock for Services                          (3,450)    1,533,750        45,500     1,976,250      2,597,647
  Issuance of Stock for Agreement Modification                         -             -             -                          152
  Forgiveness of Indebtedness                                          -             -             -                      165,000
  (Increase)  Decrease in Accounts Receivable                    (66,469)     (109,374)        4,377      (233,359)      (314,291)
  (Increase) in Employee Advances                                      -             -             -             -              -
  (Increase) Decrease in Prepaid Expense                               -             -             -             -             53
  Increase (Decrease) in Accounts                                                                                               -
    Payable and Accrued Expenses                                 112,465        96,792        13,926       270,072      1,189,944
  Interest Accrued on Notes Payable                               14,470        16,732        29,002        33,859        238,896
  Increase in Research and Development                                                                                          -
     Sponsorship Payable                                               -                           -             -        218,000
  (Increase) in Note for Litigation Settlement                         -                           -             -        (25,753)
  (Increase) in Deposits                                               -                           -             -         (2,189)
                                                             ------------  ------------  ------------  ------------  -------------
    TOTAL ADJUSTMENTS                                             41,039     1,501,342         76,611    1,969,853      4,049,292
                                                             ------------  ------------  ------------  ------------  -------------
  NET CASH PROVIDED (USED) BY
   OPERATING ACTIVITIES                                          (46,964)        3,738        116,844        8,265     (2,424,342)
                                                             ------------  ------------  ------------  ------------  -------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds From Sale of Equipment                                      -             -             -             -         10,250
  Purchase of Property and Equipment                                   -             -             -             -       (230,903)
  Procceds from Sale of Securities                                     -             -             -             -        283,596
  Purchase of Securities                                               -             -             -             -        (90,000)
  Investment in Joint Ventures                                   (15,000)            -       (15,000)            -       (102,069)
  Proceeds from Foreclosure                                            -             -             -             -         44,450
  Payment for License Agreement                                                                    -             -         (6,250)
                                                             ------------  ------------  ------------  ------------  -------------

  NET CASH PROVIDED (USED) BY
   INVESTING ACTIVITIES                                          (15,000)            -       (15,000)            -        (90,926)
                                                             ------------  ------------  ------------  ------------  -------------
</TABLE>


                            See accompanying notes.
                                        6
<PAGE>
<TABLE>
<CAPTION>

                                               MATERIAL TECHNOLOGIES, INC.
                                              (A Development Stage Company)
                                                 STATEMENTS OF CASH FLOWS


                                                                                                  From Inception
                                        For the Three Months Ended   For the Six Months Ended   (October 21, 1983)
                                                  June 30,                    June 30,               Through
                                             2000          2001         2000           2001       June 30, 2001
                                         ------------  ------------  ------------  ------------  ---------------
                                          (Unaudited)   (Unaudited)  (Unaudited)    (Unaudited)    (Unaudited)
<S>                                      <C>           <C>           <C>           <C>           <C>
CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of Common Stock
    Net of Offering Costs                $     5,000   $         -   $     5,000   $         -   $    1,381,607
  Costs incurred in Offering                       -             -             -             -          (31,480)
  Sale of Common Stock Warrants                    -             -             -             -           18,250
  Sale of Preferred Stock                          -             -             -             -          258,500
  Sale of Redeemable Preferred Stock               -             -             -             -          150,000
  Capital Contributions                            -             -             -             -          301,068
  Payment on Proposed Reorganization               -             -             -             -           (5,000)
  Loans  From  Officers                        3,000        12,700         3,000        14,300          750,305
  Repayments to Officer                       (1,000)      (11,500)      (11,500)      (18,800)        (474,332)
  Increase (Decrease)  in Loans - Other            -             -             -             -          172,069
                                         ------------  ------------  ------------  ------------  ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:          7,000         1,200        (3,500)       (4,500)       2,520,987
                                         ------------  ------------  ------------  ------------  ---------------

NET INCREASE (DECREASE) IN CASH
      AND CASH EQUIVALENTS                   (54,964)        4,938        98,344         3,765            5,719
BEGINNING BALANCE CASH AND
      CASH EQUIVALENTS                       216,212           781        62,904         1,954                -
                                         ------------  ------------  ------------  ------------  ---------------
ENDING BALANCE CASH AND CASH
    EQUIVALENTS                          $   161,248   $     5,719   $   161,248   $     5,719            5,719
                                         ============  ============  ============  ============  ===============
</TABLE>


                            See accompanying notes.
                                        7
<PAGE>
                           MATERIAL TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS



NOTE  1.  In the opinion of the Company's management, the accompanying unaudited
          financial  statements  contain  all  adjustments (consisting of normal
          recurring accruals) necessary to present fairly the financial position
          of  the  Company  as  of  June  30,  2001  and 2000 and the results of
          operations  and  cash  flows for the three-month and six-month periods
          then  ended.  The  operating  results of the Company on a quarterly or
          semi-annual  basis  may not be indicative of operating results for the
          full  year.


NOTE  2.  In  May  2000,  4,650,000  shares  of the  Company's common stock were
          issued  to its President and 350,000 shares were issued to a Director.
          In  exchange  for  the  5,000,000  shares issued, the Company received
          $5,000  cash  and  non-recourse  promissory  notes  with  face  values
          totaling  $1,995,000.  The notes mature in May 2005, and bear interest
          at  an  annual  rate  of  8%.

          In  June  2001,  the  Company's  board  of  directors  authorized  the
          reduction  in  the  amount owed by the President and Director on these
          promissory  notes to $460,350 and $34,650, respectively. The reduction
          was  due to continuing market conditions and the substantial reduction
          in  the  market value of the Company's stock. The $1,500,000 reduction
          was  charged  to  general  and  administrative  expenses.



                                        8
<PAGE>
                           MATERIAL TECHNOLOGIES, INC.
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
                                   OPERATIONS


RESULTS  OF  OPERATIONS
-----------------------


          FOR  THE  SIX  MONTHS  ENDED  JUNE  30,  2001  AND  2000

          The  Company  had  no sales during the six-month period ended June 30,
          2001  or  during  the  six-month period ended June 30, 2000.

          The  Company  generated  $611,055  under  its research and development
          contracts  during  the  first  two  quarters  of  2001, as compared to
          $458,155  that  was  earned  during  the  same  period  in  2000.

          Interest earned during the first two quarters in 2001 totaled $78,445,
          which  mostly consisted of accrued interest earned on promissory notes
          due  from  the  Company's  President and a Director on stock purchased
          during the second quarter of 2000. Interest earned in 2000 amounted to
          $22,478.  The  Company  realized  a  $251,798  gain  from  the sale of
          marketable  securities  during  the  first  two  quarters  of  2000

          During  the six-month period ended June 30, 2001, the Company incurred
          $471,619 in development costs of which $416,476 relates to subcontract
          costs. Development costs incurred during the six months ended June 30,
          2000,  amounted  to  $351,087.

          General  and  administrative  costs  were  $2,143,435  and  $308,608,
          respectively,  for the six-month periods ended June 30, 2001 and 2000.
          The  major  costs  incurred  during  2001,  consisted  of a $1,500.000
          reduction  in  promissory notes due from the Company's President and a
          Director which were charged to operations (see Note 2 to the financial
          statements),  In  addition,  general and administration costs incurred
          during  the  first  six-months  of  2001, included officer's salary of
          $480,000  of  which  $60,000 was accrued and $420,000 was paid through
          the  issuance  of  6,000,000  shares of restricted common stock. Other
          expenses  incurred  during  the six-month period included professional
          fees  of  $51,208,  consulting  fees  of  $139,503,  travel of $8,968,
          telephone  expense  of  $2,771, rent of $13,666, and office expense of
          $3,325.  The  major  costs  incurred  during  2000,  consisted  of
          professional  fees  of  $74,819, consulting fees of $75,510, officer's
          salary  of  $60,000,  travel  of $18,819, telephone expense of $9,341,
          rent  of  $12,444,  and  office  expense  of  $15,515.

          Interest  expense  for  the  six-months  ended  June  30, 2001 totaled
          $35,234 as compared to $30,378 incurred during the first six-months of
          2000.


                                        9
<PAGE>
          FOR  THE  THREE  MONTHS  ENDED  JUNE  30,  2001  AND  2000

          The  Company had no sales during the three-month period ended June 30,
          2001  or during the three month period ended June 30, 2000. During the
          three-month  period  ending June 30, 2001, the Company earned $346,295
          from  its  research contract as compared to $277,308 earned during the
          same  period  in  2000.  Interest earned during the three-months ended
          June  30,  2001  totaled  $37,295,  which  mostly consisted of accrued
          interest  earned  on promissory notes due from the Company's President
          and  a  Director  on stock purchased during the second quarter of 2000
          (see  Note  2  to  the  financial statements). Interest earned for the
          period  in  2000  amounted  to  $21,440.

          During  the  three-month  period  ended  June  30,  2001,  the Company
          incurred  $261,003  in  development  costs. Development costs incurred
          during  the  same  three-month  period  of  2000 amounted to $260,469.

          General  and  administration  costs  were  $1,602,771  and  $110,324,
          respectively,  for  the  three-month  periods  ended June 30, 2001 and
          2000.  The major costs incurred during the three-month period in 2001,
          consisted  of officer's compensation of $1,425,000 of which $1,395,000
          relates  to  the reduction on the amount due on a promissory note (see
          Note  2  to  the  financial  statements) and $30,000 of accrued wages.
          Other  expenses  incurred during the three-months ended June 30, 2001,
          included  consulting  fees  of  $133,505,  travel  expenses of $2,770,
          telephone  expense  of  $2,770,  office expense of $2,495, and rent of
          $7,255.  The  major  costs  incurred  during  2000,  consisted  of
          professional  fees  of  $28,484, consulting fees of $10,989, officer's
          salary  of  $30,000,  travel  expenses of $4,018, telephone expense of
          $4,551,  office  expense  of  $7,231,  and  rent  of  $6,411.

          Interest  expense  for  the  three-months ended June 30, 2001, totaled
          $17,420  as  compared  to  $15,158  incurred during the same period in
          2000.


          LIQUIDITY  AND  CAPITAL  RESOURCES
          ----------------------------------

          Cash  and  cash  equivalents as of June 30, 2001 and 2000 were $5,719,
          and  $161,248,  respectively.  During  2001, the Company generated net
          cash  from  operations  of $3,738, During the period, the Company made
          advances  of  $18,800  to  its  officer and was repaid $14,300. During
          2000,  the Company generated net cash from operations of $116,844, and
          received  $3,000 from officer advances and $5,000 from the issuance of
          shares  to  the  Company's  President and a Director. During 2000, the
          Company  invested  $15,000  in  a  joint venture and repaid $11,500 in
          officer  advances.


                                       10
<PAGE>
ITEM  2.  CHANGES  IN  SECURITIES

     During  the  three  months  ended  June  30,  2001,  the Corporation issued
     1,775,000  shares  of its Class A Common Stock of which 525,000 shares were
     issued  to  several  consultants,  250,000  were  issued in settlement of a
     disputed  matter,  and 1,000,000 shares were issued in cancellation of fees
     due  for  past  consulting  services.


PURSUANT  TO THE REQUIREMENTS OF SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT
HAS  DULY  CAUSED  THIS  REPORT  TO  BE  SIGNED ON ITS BEHALF BY THE UNDERSIGNED
THEREUNTO  DULY  AUTHORIZED.


                           MATERIAL TECHNOLOGIES, INC.
                           ---------------------------
                                   REGISTRANT



                                    /s/  Robert  M.  Bernstein
                                    ----------------------------------------
                                    ROBERT M. BERNSTEIN, PRESIDENT AND CHIEF
                                    FINANCIAL  OFFICER



                                    DATE:  JULY 31, 2000


                                       11
<PAGE>