FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   (Mark One)

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended June 30, 1996

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
              For the transition period from _________ to _________

                           Commission File No. 1-13690

                           PolyMedica Industries, Inc.
             (Exact name of registrant as specified in its charter)

         Massachusetts                                             04-3033368   
State or other jurisdiction of                                  (I.R.S. Employer
incorporation or organization                                Identification No.)

 11 State Street, Woburn, Massachusetts                                  01801  
(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, including area code                (617) 933-2020

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

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

                     Common Stock, $.01 par value per share
                                (Title of class)

                         Preferred Stock Purchase Rights
                                (Title of class)

     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

     The number of shares  outstanding of the registrant's class of Common Stock
as of August 12,  1996 was  8,355,369  which  includes  173,578  shares  held in
treasury.



<PAGE>

     If you are in  agreement  with  the  foregoing,  please  sign  the  form of
agreement  on  the  accompanying   counterpart  hereof,  whereupon  this  Letter
Agreement shall become a binding  agreement under seal among the parties hereto.
Please then return one of such counterparts to the Company.

                                 Very truly yours,

                                 POLYMEDICA INDUSTRIES, INC.

                                 By: /s/ Steven James Lee                       
                                 Steven James Lee
                                 Chairman and Chief Executive Officer

                                 POLYMEDICA PHARMACEUTICALS
                                 (U.S.A.), INC.

                                 By: /s/ Steven James Lee                       
                                 Steven James Lee
                                 Chief Executive Officer

                                 POLYMEDICA PHARMACEUTICALS
                                 (PUERTO RICO), INC.

                                 By: /s/ Steven James Lee                       
                                         Steven James Lee
                                         Chief Executive Officer

     The terms and  provisions  of the  foregoing  Letter  Agreement  are hereby
acknowledged and agreed to.

POLYMEDICA SECURITIES, INC.                  POLYMEDICA PHARMACEUTICALS
                                              SECURITIES, INC.

By:/s/ Steven James Lee                    By:/s/ Steven James Lee
       Steven James Lee                           Steven James Lee
       President                                  President

The foregoing is hereby accepted and agreed to:
JOHN HANCOCK MUTUAL LIFE
  INSURANCE COMPANY

By:/s/ D. Dana Donovan                    
       D. Dana Donovan
       Senior Investment Officer