UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                       
                              REPORT ON FORM 10-K
(Mark One)
/X/      Annual Report  Pursuant to Section 13 or 15(d) of the Securities 
Exchange Act of 1934 for the fiscal year ended December 31, 1995 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 Number 0-6333

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

         New York                                           13-1574215
(State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                        Identification No.)

1001 Yamato Road, Boca Raton, Florida                           33431
(Address of principal executive offices)                      (Zip Code)

      Registrant's telephone number, including area code: (407) 994-6191

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

          Securities registered pursuant to Section 12(g) of the Act:
                    Common Stock, par value $.01 per share
                               (Title of Class)

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 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 checkmark if disclosure of delinquent filers pursuant to
Item 405 of Regulation SK is not contained herein and will not be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10K or any other
amendment to this Form 10K.  /X/

         The aggregate market value of the voting stock held by nonaffiliates of
the Registrant was $58,741,683 based upon the closing price of $3.25 on March
26, 1996.

Number of shares of Common Stock outstanding as of March 15, 1996: 22,639,816.
                                       
                  Documents Incorporated by Reference: None.


                                    Part I
Item 1.  Business

General

        Hydron Technologies, Inc. ("HyTech"), a New York corporation organized
on January 30, 1948, maintains its principal office at 1001 Yamato Road, Suite
403, Boca Raton, Florida 33431 and its telephone number is (407) 994-6191. On
July 30, 1993, its name was changed from Dento-Med Industries, Inc.

        HyTech has the exclusive worldwide license to develop and market
products using Hydron(Registered) polymers, a scientifically-proven moisture 
attracting ingredient, in the consumer and oral health care fields, and holds
U.S. and international patents on the only known means to suspend the Hydron
polymer in a stable emulsion that is cosmetically acceptable for use in
personal care/cosmetics products, creating a new moisturizing technology for
the cosmetics and pharmaceutical industries. HyTech has concentrated its
development activities to date, primarily on the application of these
biocompatible, hydrophilic polymers in various personal care/cosmetics
products for consumers and oral care products for dental professionals and
consumers. Because of their unique properties, management believes that
products which utilize Hydron polymers have the potential for wide acceptance
in consumer and professional health care markets.

        During the fiscal year ended December 31, 1995 ("Fiscal 1995"),
substantially all sales of HyTech were made to QVC, Inc. ("QVC"), the world's
largest electronic retailer, which has the exclusive right to market certain of
HyTech's products in North America, South America and Central America. See
"Agreement with QVC."

Patented Technology

        HyTech was granted U.S. Patent No. 4,883,659, dated November 28, 1989,
and U.S. Patent No. 5,039,516, dated August 13, 1991, which cover a stable
moisturizing emulsion containing an unusual emulsifying agent, as well as the
Hydron polymer and a unique combination of ingredients. According to the
patents, Hydron utilized in cosmetic emulsions creates a thin hydrophilic film
that is not tacky, gummy, greasy or oily; has good tactility and flexibility; is
not dissolved by sebaceous oils and does not emulsify skin's natural oils and
humectants; readily penetrates into skin pores and provides a velvety smooth
skin feel; is non-comedogenic (won't clog skin pores); and is resistant to
perspiration but allows air and moisture permeability (breathability). The film
is insoluble in water and resistant to rub-off, but can easily be removed with
soap and water and HyTech's botanical products. HyTech's management believes
that there are no competitive cosmetic products with this combination of
properties. Applications for the Hydron polymer and HyTech's patented technology
in the cosmetics and pharmaceutical industries include more effective and
prolonged delivery of moisturizing agents to the skin and hair; a more effective
delivery system for active ingredients in products such as sunscreens, that
allow use of a reduced amount of active ingredients without compromising product
efficacy; enhanced flavor and scent releasing components; and a delivery system
for topically applied over-the-counter medications, which may enhance the
penetration of active ingredients to the skin by holding them longer on the skin

in a moist environment.

        Management believes that having patents for an emulsification process
adaptable to an array of consumer goods strengthens its ability to bring
Hydron-based products to the marketplace. In fiscal 1993, HyTech was granted a
European patent covering its Hydron emulsification process in Austria, Belgium,
France, Germany, Great Britain, Greece, Italy, Luxembourg, Netherlands, Spain,
Switzerland, Liechtenstein and Sweden. HyTech also holds patents on this
technology in the U.S., Australia and South Africa, and has patents pending in
Canada, Japan and Israel. Management believes that holding international patents
will facilitate HyTech's efforts to market its products and license its
technology to companies in other countries.

Consumer Products

        HyTech has been engaged in the development of various consumer products
using Hydron polymers since 1966. During the past fiscal year, HyTech devoted
its resources primarily to the development of products in the personal
care/cosmetics field. These include a bath and shower body cleanser,
alpha-hydroxy body creme, shampoo and conditioner, styling and finishing spray,
styling gel, line reducing serum, lip moisturizer, eye makeup remover, blemish
cover creme, tinted facial moisturizer, facial cleansing gel, moisturizing bath
bar, body firming creme, body polishing gel, and after-bath spray. These
products, along with a hand and body moisturizer, daytime facial moisturizer,
overnight facial moisturizer, eye creme, facial cleanser, facial scrub, toner,
alpha-hydroxy gelee, clay masque, sunscreens with sun protection factors ("SPF")
of 15 and 30, and an SPF 8 self-tanning creme, either presently are being sold
to and marketed by QVC, or are intended to be sold to and marketed by QVC or
through other distribution channels during fiscal 1996.

        HyTech is also exploring uses for the Hydron polymer and its patented
technology in color cosmetics, fragrances and health care products. During the
past fiscal year, HyTech utilized its patented Hydron polymer emulsion
technology as an enhanced drug delivery system in the development of various
topical, non-prescription medications, including a topical analgesic for minor
arthritis and sore muscle relief, an acne medication, and a treatment for skin
discoloration. These products are intended to be sold to and marketed by QVC or
through other distribution channels during fiscal 1996. Management believes that
this technology could also be licensed by HyTech to other consumer products
manufacturers or pharmaceutical companies to develop new products or improve the
effectiveness of existing products, and bring them under patent protection.


        HyTech's consumer cosmetics/personal care lines cover a wide variety of
products. The following are all part of HyTech's Best Defense by
Hydron(Trademark) skin care collection, and available for marketing as of
December 31, 1995: Hydron(Registered) Best Defense All Over Moisturizer,
Hydron(Registered) Best Defense Facial Moisturizer, Hydron(Registered) Best
Defense Moisture Balance Restorative, Hydron(Registered) Best Defense Fragile
Eye Moisturizer, Hydron(Trademark) Best Defense Tri-Activating Skin Clarifier,
Hydron(Registered) Best Defense AHA Body Creme, Hydron(Trademark) Best Defense
Gentle Cleansing Creme, Hydron(Trademark) Best Defense Micro-Exfoliating
Creme, Hydron(Trademark) Best Defense Botanical Toner, and Hydron(Trademark)
Best Defense Five-Minute Revitalizing Masque. HyTech's Best Defense Under The

Sun(Trademark) collection includes Hydron(Trademark) Best Defense Sportscreen
in SPF 15 and SPF 30 formulas, and Hydron(Trademark) Best Defense Sunless
Tanning Creme.

        Also available for marketing as of December 31, 1995 were the
following products in HyTech's new bath and shower line: Hydron(Trademark)
Botanical Volumizing Shampoo, Hydron(Trademark) Botanical Detangling
Conditioner, and Hydron(Trademark) Botanical Bath & Shower Cleanser.

        All of these products contain the Hydron polymer, and all moisturizing
and sun care products are based on HyTech's patented emulsion technology.

         The All Over  Moisturizer  creates  a  protective  moisture  cushion 
on the  skin,  which provides long-lasting hydration and protection against
environmental  irritants.  It helps restore the skin's natural moisture 
balance,  leaves no greasy  after-feel,  and can be used to alleviate dry,
rough,  flaking or irritated  skin.  During  Fiscal 1995, it was marketed to
consumers by QVC in eight (8) fl. oz. pump  bottles,  boxed two and 
one-quarter  (2.25) fl. oz. tubes (in packages containing three (3) tubes
each),  and two and two-tenths  (2.2) fl. oz. tubes as part of the Best
Defense Travel Collection and Best Defense Bath & Body Collection.

        The Facial Moisturizer was specifically formulated for daytime use, and
contains SPF 15 sunscreen protection against damage caused by ultraviolet rays.
It is oil-free, and can be used alone or under makeup with no greasy
shine-through. The Facial Moisturizer contains humectants to help restore the
skin's natural moisture balance, and antioxidant vitamins and enzymes that may
combat the long-term, cell-damaging effects of free radicals. During Fiscal
1995, the product was marketed to consumers by QVC in boxed, two (2) fl. oz.
glass pump bottles, and in one-half fl. oz. tubes as part of the Best Defense
Travel Collection and Best Defense Bath & Body Collection.

        The Moisture Balance Restorative is a non-greasy, ultra-rich emollient
designed to replenish dry and environmentally stressed skin with moisture,
natural oils and lipids overnight, when the skin is most receptive to repair. It
is designed to improve skin texture and boost its defenses against moisture
loss. Initial clinical studies conducted by an independent, national testing
laboratory on human test participants indicate that the product improves skin
softness and elasticity twenty-four percent (24%) overnight, eight (8) hours
after application. During Fiscal 1995, the product was marketed to consumers by
QVC in boxed, two (2) ounce glass jars, and in one-half fl. oz. tubes as part of
the Best Defense Travel Collection.

        The Fragile Eye Moisturizer is designed to renourish and firm the
delicate area around the eye using various humectants, ceramides, antioxidant
vitamins and enzymes in a liposome base. Clinical studies conducted by an
independent, national testing laboratory on human test participants showed that
the product reduces the appearance of fine lines and wrinkles around the eye up
to fourteen percent (14%) one (1) hour after product use, and from twenty-five
percent (25%) to fifty percent (50%) following one (1) week of daily product
use. During Fiscal 1995, the product was marketed to consumers by QVC in boxed
one-half (0.5) fl. oz. glass jars.

        The Tri-Activating Skin Clarifier contains a five percent (5%)

alpha-hydroxy triple fruit acid complex in a non-irritating liquid gelee. It is
designed to gently remove dull, dead cells on the skin's surface to reveal an
improved complexion. Clinical studies conducted by an independent, national
testing laboratory on human test participants showed that the pH-balanced
formula of buffered alpha-hydroxy acids and green tea extract improves skin
clarity by forty-six percent (46%), skin texture by forty percent (40%),
uniformity of pigmentation by twenty percent (20%), and reduces the appearance
of superficial fine dry lines by thirty-eight percent (38%) and telangiectasia
(the permanent dilation of small arteries and capillaries) by ten percent (10%).
During Fiscal 1995, the product was marketed to consumers by QVC in boxed, one
(1) oz. and one-half (0.5) fl. oz. glass bottles.

        The AHA Body Creme contains a ten percent (10%) alpha-hydroxy triple
fruit acid complex designed to improve body skin texture, smoothness and clarity
by removing dull dead cells on the skin's surface to reveal fresh cells
underneath. It penetrates easily to rehydrate and recondition dry,
environmentally stressed skin, removes rough spots and flakiness, evens
skintone, and reduces the appearance of discoloration caused by such factors as
sun damage and stretch marks. The product was introduced to market by QVC in
September 1995, and was sold during Fiscal 1995 in boxed, five (5) oz. tubes,
and in one (1) oz. tubes as part of the Best Defense Bath & Body Collection.

        The Gentle Cleansing Creme is formulated to deep clean without the use
of soaps or synthetic detergents, and removes dirt and makeup without drying the
skin like soaps and detergents can. Its non-foaming, pH-balanced formula
protects skin's essential oils and humectants. It is water-rinsable, and leaves
the face feeling fresh and soft, with no oily residue. During Fiscal 1995, the
product was marketed to consumers by QVC in boxed, six (6) oz. tubes, and in two
(2) oz. tubes as part of the Best Defense Travel Collection and Best Defense
Bath & Body Collection.

        The Micro-Exfoliating Creme is a mild surface exfoliator that gently
rids skin of impurities and oily build-up that can cause breakouts. Its
micro-fine synthetic beads deep clean skin and massage away dry flakes. These
soft beads have a smoothing, polishing effect on the skin, and will not tear or
irritate the skin like some competitive products that use ground bits of seeds
and pits to exfoliate. Initial clinical studies conducted by an independent,
national testing laboratory on human test participants showed that the product
improved skin smoothness by sixty-six percent (66%). During Fiscal 1995, the
product was marketed to consumers by QVC in boxed, three and six-tenths (3.6)
oz. tubes.

         The Botanical Toner is  alcohol-free  and non-drying to the skin. It
uses seven (7) herbal extracts as natural  astringents  to tone and refresh
the skin, and remove  residual  cleanser and lingering  impurities.  It leaves
the skin  conditioned,  and  prepares  it to receive the maximum benefits of
HyTech's  moisturizing and alpha-hydroxy  treatment products.  During Fiscal
1995, the product was  marketed  to  consumers  by QVC in six (6) fl.  oz. 
bottles,  and in two (2) fl. oz. bottles as part of the Best Defense Travel
Collection and Best Defense Bath & Body Collection.

        The Five-Minute Revitalizing Masque is a deep cleansing, whipped clay
masque that smooths on easily, and dries quickly to draw out impurities and
absorb excess oils. It contains a combination of super-fine white clays, and

cooling botanical extracts that help soothe, tone and refresh the skin. It can
be rinsed clear with warm water after five minutes, or left on longer as a
relaxing, at-home facial spa treatment. During Fiscal 1995, the product was
marketed to consumers by QVC in boxed, two and six-tenths (2.6) oz. jars, and
promoted with one (1) oz. tube samples.

        The Sportscreen is a moisturizing sunscreen for active outdoor people,
in a choice of SPF 15 and SPF 30 protection against UVA and UVB rays. Its
sweatproof, PABA-free formula won't run in the eyes, absorbs fast, and leaves no
greasy afterfeel. It won't rinse off in water, and resists rub-off. HyTech's
patented moisturizing technology helps restore the skin's natural moisture
balance and prevent the tightness and peeling associated with sun exposure.
During Fiscal 1995, the product was marketed to consumers by QVC in boxed, three
(3) fl. oz. tubes (two tubes per package).

        The Sunless Tanning Creme provides SPF 8 sun protection, and produces a
natural looking tan that lasts for days and develops in only two (2) to three
(3) hours, using no artificial dyes that rub off or wash away. Its oil-free,
non-greasy formula absorbs easily for uniform color results, and softens the
skin with HyTech's patented moisturizing technology. The product was introduced
to market by QVC in April 1995, and was sold during Fiscal 1995 in a boxed four
(4) oz. tube.

        All of the above products are non-comedogenic, and are dermatologist
tested and approved for all skin types. In addition, the Fragile Eye Moisturizer
is ophthalmologist tested, and is safe for contact lens wearers.

        The Botanical Volumizing Shampoo is formulated to clean gently and
completely, without stripping hair of moisture or weighing it down. Its light
conditioning complex helps protect hair against daily styling stress, improves
manageability, eliminates fly-away, and leaves hair soft, full and shining. A
Hydron polymer-based pro-vitamin B5 and wheat protein complex penetrates and
strengthens the hair shaft. Clinical studies conducted by an independent,
national testing laboratory indicate that this complex remains on the hair and
continues to work after rinsing. These studies also indicate that hair volume
increases twenty percent (20%) after washing with the Botanical Volumizing
Shampoo. This product, which is suitable for all hair types, was introduced to
market by QVC in March 1995, and was sold during Fiscal 1995 in eight and
two-tenths (8.2) fl. oz. bottles (two bottles per package), in single eight and
two-tenths (8.2) fl. oz. bottles as part of the Best Defense Bath & Body
Collection, and in two and two-tenths (2.2) fl. oz. bottles as part of the Best
Defense Travel Collection.

        The Botanical Detangling Conditioner makes hair easy to comb, adds shine
and controls static. Its clean rinse formula won't accumulate and weigh hair
down, even with daily treatment. It protects and moisturizes fine, dry, and
over-styled or treated hair with a Hydron polymer-based complex of light natural
oils, botanical extracts and conditioning agents that leave hair silky and
manageable. The product was introduced to market by QVC in June 1995, and was
sold during Fiscal 1995 in eight and two-tenths (8.2) fl. oz. bottles (two
bottles per package), and was promoted in two and two-tenths (2.2) fl. oz.
bottle samples.

        The Botanical Bath & Shower Cleanser is a foaming body wash that cleans

skin gently, without drying or irritating like soaps and detergent bubble bath
can. Cleansing agents derived from coconut oil and a vitamin enriched complex of
botanical ingredients leave skin fresh and clean, not filmy. A pH-balanced blend
of Hydron polymer-based moisturizing and conditioning agents creates a soft and
silky feel. The product was introduced by QVC in May 1995, and was sold during
Fiscal 1995 in eight and two-tenths (8.2) fl. oz. bottles (two bottles with
sponge per package), in single eight and two-tenths (8.2) fl. oz. bottles, and
in two and two-tenths (2.2) fl. oz. bottles as part of the Best Defense Bath &
Body Collection.

        Also in the personal care field, HyTech has developed Hydron
polymer-based formulations for the following products: a denture freshening
spray called Comfordent(Registered), applied to the inside of dentures before
they are placed in the mouth; a new formulation denture adhesive, for which
HyTech has already received FDA Section 510(k) premarket notification
clearance; and a mouth rinse which preliminary studies have shown
substantially reduces the growth of plaque, without the inclusion of a
germicide ingredient.

        The market for these products is highly competitive, and there are a
substantial number of competitive manufacturers of these products that have
greater financial resources and marketing expertise than HyTech. Decisions on
whether to further develop these products for the commercial market will be
based on management's and independent consultants' evaluations of market
potential, costs, competitive benefits, regulatory approval and certain
manufacturing considerations, applicable to each product. Although HyTech's
licensing agreement with QVC provides the electronic retailer with a right of
first refusal to market its Hydron-based consumer products in the Western
Hemisphere, and while HyTech is pursuing conventional retail distribution
agreements for its products in territories not covered under the QVC agreement,
there can be no assurances that these products will be commercially marketed.

Professional Products

        HyTech markets its Hydron Best Defense All Over Moisturizer on a limited
basis directly to health care professionals. Management believes that the
product's hydrophilic properties create a moisturizing film that helps protect
health care workers' hands against the irritation and minor allergic reactions
that often accompany prolonged use of latex gloves and frequent hand washing,
including dryness, itching and scaling. In Fiscal 1995, a clinical study was
conducted by a Pennsylvania college on health care workers who exhibited varying
degrees of irritation or sensitivity to latex gloves. The results of the study
indicated that 90% of the participants experienced some degree of relief from
symptoms of irritation, and 48% indicated that their symptoms were relieved
enough to wear latex gloves without a problem. The study concluded that the
product may be beneficial in preventing the progression of latex glove
sensitivity from its suspected origin in non-allergic dermatitis, to more severe
allergic contact dermatitis. The product is currently sold to health care
workers in eight (8) fl. oz. pump bottles and in boxed, two and one-quarter
(2.25) fl. oz. tubes (in packages containing three (3) tubes each).

        HyTech has also developed, and currently manufactures and sells on a
limited basis, a group of products for dental professionals under the
Hydrocryl(Registered) brand name. These include Hydrocryl Denture Base

Material (Heat Cure), which is used in the manufacturing of dentures, as well
as Hydrocryl Dental Lab Cold Cure Reline and Repair Kit and Hydrocryl
Chairside Reline and Repair Kit, both of which are used in connection with
relining existing Hydrocryl or conventional acrylic dentures, necessitated by
the continual changes that occur in the tissue structure of the mouth.
Management believes that the hydrophilic or moisture attracting properties of
these Hydron polymer based products give them competitive advantages over
conventional, non-hydrophilic, acrylic dentures and denture repair kits.

        HyTech does not presently have a sales force actively engaged in direct
marketing to health care professionals. The health care products market is
highly competitive, and several other companies have much greater capital
resources, and utilize well-established channels of distribution to market their
professional products.

Topical Drug Delivery System

        Management believes that HyTech's patented Hydron emulsification system
enhances the effectiveness of over-the-counter medications applied to the skin.
The system deposits a uniform film on the skin's surface which possesses all the
attributes required of an effective pharmaceutical base material, and has a
number of advantages over other lotions. It is moisture-resistant and not
degraded by perspiration or sebaceous oils, but it is oxygen permeable. It
promotes hydration of the stratum corneum, which improves ready penetrability
into the skin's pores. It has a relatively low affinity for the drug associated
with the application, which promotes controlled release of the drug. It has good
tactility and flexibility, and is free from greasiness, brittleness, tackiness,
gumminess or oiliness, which makes it comfortable on the skin. It does not rub
off easily, and is resistant to inks, dyes, oils and other materials that the
treated skin may be in contact with.

        During Fiscal 1995, HyTech conducted clinical studies through an
independent, national testing laboratory to help document the suitability and
efficacy of its Hydron polymer technology as a drug delivery mechanism. Based on
positive clinical results, management elected to begin development of
proprietary products utilizing HyTech's patented Hydron emulsification system as
a drug delivery vehicle for several over-the-counter ("OTC") pharmaceutical
agents. Management expects to introduce HyTech's first OTC products to market in
the fiscal year ending December 31, 1996 ("Fiscal 1996").

Agreement with QVC

        In December 1993, HyTech entered into a license agreement with QVC (the
"QVC License Agreement"), whereby QVC was granted exclusive rights to market and
distribute HyTech's proprietary consumer products using Hydron polymers in North
America, South America and Central America, through a variety of retail
channels, including its electronic retail cable television network, other forms
of electronic retailing such as infomercials (program-length commercials) and
direct response television advertising, and conventional retail distribution.
The QVC License Agreement specifically excludes the marketing of HyTech's
professional products, use of HyTech's patented technology as a drug delivery
system and products specifically geared to the health care field.

        The QVC License Agreement expires two (2) years from April 1994, the

date QVC first aired the products for sale in a one (1) hour format, and is
automatically renewable for like terms if QVC purchases certain escalating
minimum quantities of product. As of the date of this report, QVC has met the
minimum purchase requirements in order to maintain such exclusive rights for the
initial two (2) year term of the contract. No obligation exists for QVC to
promote or purchase product, and no assurances can be given that QVC will meet
escalating minimum purchase levels for subsequent years in order to maintain
such exclusive rights. If QVC does not meet such minimum purchase levels, then
HyTech has the right to terminate the agreement and seek other marketing and
distribution arrangements for its products. The loss of QVC as a customer would
have a material, adverse impact upon the financial condition of HyTech. However,
management believes that as the result of the continued market penetration by
QVC the number of consumers using HyTech's products continues to grow. If QVC
were to cease acting as HyTech's exclusive marketing agent in the Western
Hemisphere, then HyTech would attempt to reach the existing base of Hydron
customers utilizing various alternative methods of marketing. No assurance can
be given that HyTech could successfully market its products utilizing any such
alternative methods.

        In connection with the execution and delivery of the QVC License
Agreement, HyTech also entered into a Warrant Purchase Agreement whereby HyTech
issued two (2) warrants to QVC to purchase an aggregate of 500,000 shares of
HyTech's Common Stock at $2.50 per share. QVC was also granted anti-dilution and
registration rights for the shares of Common Stock issuable upon exercise of the
warrants.

Agreement with National Patent

        Pursuant to the terms of an agreement with National Patent Development
Corporation ("National Patent"), HyTech has the exclusive worldwide rights to
market products using Hydron polymers in the oral health, personal
care/cosmetics and other consumer product fields, the areas in which HyTech has
been concentrating its research and development efforts. HyTech also has
exclusive worldwide rights to utilize Hydron polymers in its topical delivery
system for non-prescription drugs only. National Patent has the exclusive
worldwide rights to market prescription drugs and medical devices using Hydron
polymers. Furthermore, each company has the right to exploit products with
Hydron polymers not in the other's exclusive fields. Products which are not
developed by HyTech, could be developed by National Patent, and could benefit
HyTech through the payment of royalties.

        The agreement requires HyTech to make royalty payments to National
Patent equal to five percent (5%) of net sales, and for National Patent to pay
HyTech a five percent (5%) royalty on net sales, of Hydron polymer products,
except with respect to certain excluded products. In the area of
non-prescription drugs using Hydron polymers as a drug delivery system, both
HyTech and National Patent have agreed to pay the other a royalty equal to five
percent (5%) of net sales and twenty-five percent (25%) of any license fees,
royalties or other similar payments received from third parties with regard to
such products developed. HyTech has not received any royalties from National
Patent, and has paid royalties of approximately $338,000 for net product sales
in Fiscal 1995 under this agreement.

Marketing


        HyTech's personal care products are presently being marketed on an
exclusive basis in the United States by QVC, the world's largest electronic
retailer, pursuant to the QVC License Agreement. See "Agreement with QVC."
Certain products are also sold in Europe by a QVC affiliate. In the United
States, the QVC shopping channel is transmitted live on cable television,
twenty-four (24) hours a day, seven (7) days a week, to over fifty (50) million
homes. In addition, they reach several million international households through
joint ventures in the United Kingdom and Mexico.

        Retail sales of Hydron products by QVC to consumers increased thirty
percent (30%) in Fiscal 1995, to $21 million from $16 million in Fiscal 1994.
Approximately 69% of retail sales in Fiscal 1995 occurred in connection with
on-air marketing of Hydron products by QVC. The balance occurred as back-end or
off-air sales, which is primarily a reorder business. Consumers may purchase
Hydron products at any time from QVC, which maintains an inventory of such
products. Back-end sales of Hydron products by QVC to consumers increased one
hundred and four percent (104%) in Fiscal 1995 over Fiscal 1994. Management
believes this is a strong indication of the growing acceptance of Hydron
products by consumers, and a willingness by consumers to expand their use of
Hydron products to include new products launched. To date in excess of 1,000,000
units of Hydron products have been purchased by approximately 250,000 retail
customers.

        Ninety eight percent (98%) of HyTech's sales during the fiscal years
ended December 31, 1995 and 1994 were made to QVC and affiliated companies.
Management anticipates that QVC will continue to represent the greatest
percentage of sales as the network more fully exploits its license and obtains
deeper market penetration. The loss of QVC as a customer would have a material,
adverse impact upon the financial condition of HyTech. However, management
believes that as the result of the continued market penetration by QVC the
number of consumers using HyTech's products continues to grow. If QVC were to
cease acting as HyTech's exclusive marketing agent in the Western Hemisphere,
then HyTech would attempt to reach the existing base of Hydron customers
utilizing various methods of marketing. No assurance can be given that HyTech
could successfully market its products utilizing any such alternative methods.

        In Fiscal 1995, HyTech expanded its Best Defense by Hydron skin care
line, marketed on the QVC network, with the addition of a Sunless Tanning Creme
and an AHA (Alpha-Hydroxy Acid) Body Creme. Also, in response to customers'
requests, HyTech offered a new packaging configuration of its All Over
Moisturizer in tubes.

        In addition, HyTech re-packaged eight of its skin care products into a
single collection to encourage wider consumer usage. Management believes that
this slightly lower margin item generally expands potential re-order business,
leading to increased sales of the individual products at higher margins. In
fact, since its introduction by QVC in June 1995, this item has represented
HyTech's largest revenue producer. In February 1996, QVC launched a continuity
program which allows customers to receive the eight-product collection
automatically every sixty (60) days, without having to re-order or pay
subsequent shipping and handling charges.

        HyTech's product mix also grew in Fiscal 1995 to include hair care and

bath and body items, which sell at a lower cost and somewhat lower margin than
its skin care products. During Fiscal 1995, QVC launched a Hydron polymer-based
shampoo, conditioner, and bath and shower cleanser. HyTech also packaged seven
primarily travel-sized units of its skin, hair and bath care products in a Bath
& Body Collection to encourage consumer sampling of new line items.

        HyTech began marketing its first skin care product on QVC in May 1993.
During Fiscal 1994, QVC launched ten (10) additional products in the skin care
line, along with a Travel Collection of five travel-sized Hydron skin care
products. Five of these products debuted on QVC during HyTech's first one-hour
program, called "Hydron Care," during which QVC's sales of Hydron skin care
products to viewers were approximately $800,000, setting a new network one-hour
record for retail sales of cosmetic products.

        Beginning in April 1994, "Hydron Care" hours became part of QVC's
regularly scheduled programming. During the second half of Fiscal 1995, QVC
began airing regularly scheduled programming generally every eight (8) weeks.
Such programming, including "Hydron Care" hours, had previously aired primarily
monthly. As a result, the aggregate number of on-air hours declined from sixteen
(16) in the first six (6) months of Fiscal 1995 to twelve (12) in the last six
(6) months of Fiscal 1995. The decrease in sales in Fiscal 1995 is in part due
to the decrease in on-air broadcast time. However, retail sales of Hydron
products by QVC to consumers per minute of air time, actually increased from
$7,518 to $7,915.

        Typically, three (3) "Hydron Care" hours are broadcast during a month in
which Hydron programming is scheduled, in addition to several shorter program
segments. The hour-long programs generally feature most currently available
products, which are sold individually and packaged together in various
combinations. Shorter program segments are generally used for special promotions
or to highlight new products. All QVC programming is live. Each program
typically features on interview between a QVC host and HyTech's President and
Chairman, Harvey Tauman. On-air participants often include cosmetic chemist
Charles Fox, who developed the Hydron skin care products, QVC models, who
demonstrate the products, and QVC viewers who have purchased the products, and
call during the program to discuss their experiences.

        Management is actively pursuing opportunities to increase on-air
programming on QVC in fiscal 1996, focusing primarily on new program formats,
line extensions that may warrant additional programming, and special promotions.
In Fiscal 1995, special one-day promotions of Hydron products conducted by QVC
in February and July generated $2.4 million and $2.2 million in retail sales to
consumers during two 24-hour periods, respectively.

        In Fiscal 1996, management expects to launch as many as ten (10)
additional products in its skin care line on QVC. HyTech also plans to expand
its botanical hair care and bath and body lines significantly, adding as many as
five (5) products to each line. Also, in December 1995, QVC added Hydron
products to its on-line shopping site, available on the Microsoft Network.

        On January 21, 1995 HyTech, through its wholly-owned subsidiary, Hydron
Direct, Inc. ("HDirect"), entered into an agreement with QDirect Ventures, Inc.,
a subsidiary of QVC, and DTR (Direct to Retail) Associates, a Massachusetts
limited partnership ("DTR"), to form a joint venture known as Hydromercial

Partners (the "Infomercial Joint Venture"). The purpose of the Infomercial Joint
Venture is to promote and sell HyTech's Hydron polymer-based skin care products
by means of a thirty (30) minute commercial ("Infomercial") for broadcast on
network and cable television.

        Each of HDirect, QDirect and DTR has a one-third interest in the profits
and losses of the Infomercial Joint Venture, which has an initial term of two
(2) years, subject to renewal on an annual basis thereafter upon unanimous
consent of all of the joint venture participants. During Fiscal 1995, the sum of
$900,000 was provided in capital to the Infomercial Joint Venture in equal
amounts by the joint venture participants, and was used to produce the
Infomercial, conduct test marketing, and purchase media time on network and
cable television.

         The Infomercial,  which features the same  eight-product  Hydron skin
care collection sold on QVC, has been  airing  regularly  on regional 
broadcast  and  national  cable  networks  since September 1995,  following
the  completion of successful  test  marketing.  In December  1995, the
Infomercial Joint  Venture  additionally  tested  the  Infomercial  with focus 
groups  through an independent market  research  firm. The  Infomercial  Joint
Venture plans to revise and update the existing Infomercial  in Fiscal 1996 
utilizing  focus group  feedback.  Management  expects these changes to 
further  enhance   front-end   sales,   and  anticipates  that  the 
Infomercial  will significantly  broaden  HyTech's  market for its  consumer 
products  during  Fiscal  1996.  Also, management   expects   the  
Infomercial   Joint   Venture   to  begin   production   in  Fiscal   1996  of 
a  new infomercial,   to  promote   and  sell  new   products   in   HyTech's  
skin  care  line  as  well  as  other  new products.

        In addition, during the fourth quarter of Fiscal 1995 and the first
quarter of Fiscal 1996, the Infomercial Joint Venture began other marketing and
promotional activities to maximize Infomercial sales. These include a program to
follow-up inquiries from Infomercial viewers for more information on Hydron
products and convert them into sales, and a telemarketing program for existing
Infomercial customers, to offer them an opportunity to automatically receive the
skin care collection on a regular basis without having to re-order, and to
encourage them to purchase additional Hydron products.

        Management anticipates that during Fiscal 1996, QVC network programming
and Infomercial programming will be supplemented by additional marketing and
promotional activities, including but not limited to print and electronic direct
response marketing, advertising and public relations. In Fiscal 1995, numerous
major magazines with international distribution included Hydron skin care
products in feature articles and columns. In February 1996, HyTech contracted
with an agency specializing in broadcast media as well as health and beauty
print media, to provide broader public relations support for its products.

        In addition, during Fiscal 1995, HyTech established and staffed a
customer service department to respond promptly to consumer inquires regarding
its products and technology. HyTech also launched a newsletter, mailed quarterly
to QVC and Infomercial customers who have previously purchased Hydron products.
The newsletter provides information on new Hydron products, educates consumers
on proper skin and hair care, responds to customer questions, and facilitates
re-ordering. Management believes that since its debut, the newsletter has had a

positive impact on back-end sales. HyTech simplifies re-ordering of its products
through QVC by printing QVC's toll-free telephone number and each product's
assigned QVC item number on all product packaging, package inserts and other
marketing material.

        To a limited extent, HyTech also markets its personal care/cosmetics
products directly to shareholders, and its personal care/cosmetics and dental
products directly to the health care professionals. In Fiscal 1995, HyTech
expanded European marketing of its Hydrocryl dental products by adding an
exclusive distributor in Spain. Management expects to broaden direct marketing
efforts to U.S. customers during Fiscal 1996, and is actively seeking other
international distributorships. HyTech does not presently have a sales force
actively engaged in direct marketing to health care professionals. The health
care products market is highly competitive, and several other companies have
much greater capital resources, and utilize well established channels of
distribution to market their professional products. To date, HyTech has not
realized substantial revenues from sales of its professional products.

Manufacturing

        Hydron polymer-based products are manufactured exclusively for HyTech by
independent third parties, and to date HyTech has principally used one cosmetic
filler because of its quality manufacturing and reasonable cost. All raw
materials and packaging components for HyTech's consumer and professional
product lines are readily available to HyTech. To date, contract manufacturing
has permitted HyTech to meet rapidly escalating inventory requirements in a
timely manner. During Fiscal 1996, HyTech expects to utilize additional third
party manufacturers to produce select new products. Also, HyTech and its primary
cosmetic filler have established relationships with additional third party
cosmetic fillers who could produce HyTech's cosmetic products should increased
capacity be required.

        HyTech is not dependent on any sole manufacturer except National Patent,
which has agreed to make the Hydron polymer available to HyTech as needed, and
to provide HyTech with all manufacturing procedures (including know-how) and
render necessary and reasonable technical assistance, should National Patent be
unable to meet HyTech's requirements for Hydron polymer.

Inventory

        At December 31, 1995, HyTech maintained inventory valued at
approximately $4.0 million, as compared to approximately $3.26 million at
December 31, 1994. The increase in the amount of inventory resulted from new
product introductions, as well as anticipated increases in sales volume to be
generated by the Infomercial.

        HyTech delivers its orders within two (2) weeks of the date orders are
booked. As a result thereof, HyTech had no backlog of firm booked orders at
December 31, 1995 or December 31, 1994. Although the business of HyTech is not
seasonal, orders are placed by QVC after it determines its programming, and
therefore, fluctuations in sales, which to date have been virtually all to QVC,
may occur on a monthly and quarterly basis.

        The QVC License Agreement provides that QVC purchase products directly

from HyTech for resale to consumers, and HyTech receive payment from QVC thirty
(30) days after shipment of goods. In view of the thirty (30) day payment terms
in connection with sales to QVC and to the Infomercial Joint Venture, management
does not anticipate any difficulty in financing foreseeable inventory
requirements.

Government Regulation

        All of HyTech's skin care, hair care, and bath and body products are
"cosmetics" as that term is defined under the Federal Food, Drug and Cosmetics
Act ("FDC Act"), and must comply with the labeling requirements of the FDC Act,
the Fair Packaging and Labeling Act ("FPL Act"), and the regulations thereunder.
Certain of HyTech's products, i.e. those which contain a sunscreen, such as the
daytime Facial Moisturizer, are also classified as a "drug," as the categories
of cosmetic and drug are not mutually exclusive. Regulatory requirements for
sunscreen products include additional labeling requirements, registration of the
manufacturer and semi-annual update of the drug list.

Research and Development

        During Fiscal 1995, HyTech's contract research and development program
substantially completed development of a hair conditioner and finishing spray,
an alpha-hydroxy (natural fruit acid) body creme, and a soap-free cleansing gel.
At year-end, development efforts were continuing for numerous other personal
care/cosmetic products. These efforts include product formulation, packaging
design and prototypes, extensive product safety and stability testing conducted
by dermatologists, along with non-comedogenicity tests where appropriate,
certain efficacy studies to support product claims, and consumer focus groups
and panel tests. HyTech's research and development program is headed by Charles
Fox, a consultant to HyTech, who was formerly director of product development
for Warner Lambert Company's personal products division and president of the
Society of Cosmetic Chemists.

        Management anticipates completing development of products initiated in
Fiscal 1995 during Fiscal 1996, and expects to focus research and development
resources on additional Hydron polymer based products as determined by
management's assessment of consumer demand, compatibility with HyTech's
proprietary technology, and sales potential. HyTech also anticipates devoting
greater resources in Fiscal 1996 to developing new polymer technology that may
enhance the benefits of its patented emulsification process as a delivery system
for cosmetic and over-the-counter drug ingredients.

Foreign Operations

        Direct foreign sales by HyTech in Fiscal 1995 were not significant as a
percentage of consolidated net sales. However, during Fiscal 1995 HyTech
significantly expanded its European marketing efforts, begun with a QVC
electronic retail affiliate in the United Kingdom in December 1994, by
increasing the frequency with which "Hydron Care" one-hour programs aired on the
network.

        Management expects to further expand its marketing efforts in other
European countries, and in other markets in the Western Hemisphere during Fiscal
1996. In addition, HyTech is reviewing other opportunities to exploit its

consumer products through various retail marketing and distribution methods in
regions not covered under the QVC License Agreement.

Employees

        HyTech currently has eight (8) full-time employees, five (5) of whom are
executive officers or directors. HyTech also maintains relationships with
various consultants, who assist HyTech with new product development, packaging
design, marketing, public and investor relations, financial and business
management.


Item 2.  Properties

        HyTech maintains its offices at Yamato Office Center, 1001 Yamato Road,
Suite 403, Boca Raton, Florida 33431, and occupies approximately 5,500 square
feet of office space. The term of the lease expires in August 2001 and requires
monthly rent of approximately $6,600 subject to increases in the Consumer Price
Index, plus increases in taxes and specified operating costs over set amounts.

        HyTech maintains warehouse space of approximately 31,000 and 1,200
square feet at 95 Mayhill Street, Saddle Brook, New Jersey 07663 and 6600 West
Rogers Circle, Boca Raton, Florida 33487 pursuant to leases which expire in
August 2000 and September 1998 at monthly rents of approximately $14,000 and
$700, respectively.

        Management believes that such facilities are satisfactory for its
present needs.

Item 3.  Legal Proceedings

        HyTech is not a party to, and its property is not the subject of, any
material pending legal proceedings.

Item 4.  Submission of Matters to a Vote of Security Holders

        None.



                                   Part II


Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

        HyTech's Common Stock trades on the Nasdaq National Market tier of The
Nasdaq Stock Market ("The Nasdaq National Market") under the symbol HTEC. The
following tables indicate the closing prices for each quarter of HyTech's last
two (2) fiscal years, as reported by The Nasdaq National Market.

             Fiscal 1995             High Closing Price      Low Closing Price
           Fourth Quarter                  3-1/16                  1-3/4
            Third Quarter                  5-1/16                 2-15/16
           Second Quarter                   5-1/8                  4-1/4
            First Quarter                   5-3/8                  3-7/8
                                                          


             Fiscal 1994       High Closing Price      Low Closing Price
           Fourth Quarter            6-5/16                  4-1/4
            Third Quarter            6-9/16                 4-9/16
           Second Quarter            4-15/16                   2
            First Quarter            2-31/32                2-1/16
                                                   

        As of March 1, 1996, there were 4,278 record holders of HyTech's Common
Stock. No cash dividends were paid during the fiscal year ended December 31,
1994 or at any time prior thereto. In January 1995, HyTech instituted a regular
quarterly cash dividend of two and one-half cents ($.025) per share and paid a
dividend in March, June, September and December 1995. In February 1996, HyTech's
Board of Directors declared a two and one-half cents ($.025) per share dividend
for record holders on March 15, 1996 and payable on March 29, 1996. The payment
of dividends in the future will be determined by the Board of Directors in light
of conditions then existing, including HyTech's earnings and financial
condition.


Item 6.  Selected Financial Data

<TABLE>
<CAPTION>
                                 Fiscal Years Ended December 31,
                             1995             1994               1993              1992              1991
<S>                     <C>               <C>                <C>               <C>               <C>
  Net sales             $  7,303,468      $ 8,640,234        $   698,109       $   168,833       $   164,147
  Operating income
  (loss)                $  1,566,212      $ 3,418,599        $(1,446,944)      $(1,453,752)      $(1,246,248)

  Interest and
  investment income     $    325,010      $   219,607        $    85,909       $   127,569       $   305,765

  Net income (loss)     $  1,782,588      $ 3,638,206        $(1,361,085)      $(1,338,225)      $  (940,483)
  Net income (loss)
  per common

  share                     $ .08               $ .16             $(.07)            $(.07)            $(.06)
  Total assets          $ 12,992,111      $13,809,583        $ 7,635,267       $ 6,657,326       $ 6,898,357

  Total
  stockholders'
  equity                $ 12,561,548      $13,013,459        $ 7,456,653       $ 6,610,889       $ 6,844,634
</TABLE>

Item  7.   Management's   Discussion   and  Analysis  of  Financial  
Condition   and  Results  of Operations

Overview

        HyTech sells specialty personal care/cosmetics products, primarily for
skin care, and to a lesser extent oral health care products, most of which are
covered by patent, license and royalty agreements. The QVC License Agreement
provides that QVC will purchase licensed products solely from HyTech, and the
License Agreement with National Patent provides that HyTech will generally pay
royalties on its sales to National Patent and receive royalties from National
Patent from sales of certain of that company's products. HyTech is developing
other personal care/cosmetics for consumers and health care products for
professionals using Hydron polymers, and anticipates using its patented
technology as a drug delivery system in proprietary products, in which Hydron
polymers act as a drug release mechanism. HyTech intends to either seek
licensing arrangements for its drug delivery technology with third parties, or
develop and market proprietary products through its own efforts. HyTech
commenced marketing its products on QVC in April 1994.


Results of Operations - Fiscal 1995 versus Fiscal 1994

        Net sales for the fiscal year ended December 31, 1995 ("Fiscal 1995") of
$7,303,468 reflect a decrease of $1,336,766, or 15% from $8,640,234 in net sales
for the fiscal year ended December 31, 1994 ("Fiscal 1994"). This decrease is
primarily the result of QVC's purchasing patterns, partially offset by increased
sales to the Infomercial Joint Venture and QVC's European affiliate ("QVC
Europe"). QVC's purchasing patterns, which are primarily affected by the timing
of Hydron Care programming, resulted in QVC holding approximately $1.8 million
more of HyTech's inventory, at QVC's cost, at December 31, 1994 than it held in
inventory at December 31, 1995. Retail sales of HyTech's products by QVC to
consumers increased thirty percent (30%) in Fiscal 1995 over retail sales in
Fiscal 1994.

        No obligation exists for QVC to purchase product under the terms of the
QVC License Agreement, except to maintain such exclusive rights, and no
assurances can be given that QVC will meet the escalating minimum purchase
levels for subsequent years in order to maintain such exclusive rights.

        Management is actively pursuing opportunities to increase on-air
programming on QVC in Fiscal 1996, focusing primarily on new program formats,
line extensions and special promotions. In Fiscal 1995, special one-day
promotions of Hydron products conducted by QVC in February and July generated
$2.4 million and $2.2 million in retail sales to consumers during two 24-hour
periods, respectively. However, no assurances can be given that QVC will grant

HyTech additional on-air selling time; and the failure to receive such
additional on-air selling time could negatively impact sales. Management
anticipates that increased sales to the Infomerical Joint Venture, albeit at
lower gross margins, together with an increase in back-end sales, may offset any
such decrease in sales, if any.

        Approximately 98% of HyTech's sales during Fiscal 1995 and Fiscal 1994
were to QVC and its related entities, including the Infomercial Joint Venture
and QVC Europe. Management anticipates that sales to QVC will continue to grow
as HyTech further extends its skin care line, adds other product lines, and
broadens its marketing efforts to include other forms of electronic and
conventional retailing. Absent the consummation of marketing or distribution
arrangements with third parties other than QVC, the percentage of sales to QVC
and HyTech's dependence upon QVC as a substantial customer will remain
significant.

        HyTech's gross profit margin decreased 7% to 65% in Fiscal 1995,
compared to 72% in Fiscal 1994. This decrease is due primarily to fluctuations
in the mix of products sold to QVC in those periods. During Fiscal 1995, HyTech
introduced five (5) new products, three (3) of which were hair care or bath and
body products which provide a lower profit margin than HyTech's skin care
products. Further, management, in conjunction with QVC, made the decision to
package several of HyTech's individual skin care products in a collection and
agreed to price such collection at a substantial discount from the aggregate
costs of all of the individual items. This marketing strategy is a concerted
effort by management to further broaden the number of consumers using HyTech's
products, as well as to increase the distribution of the complete Hydron product
line. Management believes that once consumers sample a wider variety of HyTech's
products, they are more likely to reorder more of such products, either the
entire collection, or individual products at higher prices.

        Research and development ("R&D") expenses reflect HyTech's efforts to
identify new product opportunities, develop and package the products for
commercial sale, perform appropriate efficacy and safety tests, and conduct
consumer panel studies and focus groups. R&D expenses decreased 16% to $177,468
in Fiscal 1995, compared to $211,909 in Fiscal 1994. The amount of R&D expenses
per year varies, depending on the steps taken toward development during such
year, as well as the number and type of products under development at such time.
Substantially all of the R&D activities have been performed for HyTech by
Charles Fox Associates Inc. ("the Consultant") pursuant to a series of one-year
agreements.

        HyTech has entered into an agreement with the Consultant providing for
research and development services for a one-year period commencing March 1,
1996, in return for a monthly fee of $5,000 plus reimbursement of expenses. In
addition, such agreement provides that the principal of the Consultant, Charles
Fox, will make live appearances on QVC, and will appear for taping of one (1) or
more infomercials for HyTech products. In return for such personal appearances,
during calendar year 1996 HyTech will pay a royalty to the Consultant equal to
two and one-half (2.5%) percent of the net sales of Hydron polymer based
products, with a maximum royalty of $218,125. Such royalty will be paid
quarterly, with a minimum quarterly sales royalty to the Consultant equal to
$54,531.25. Finally, the Consultant has agreed that such royalty payments will
be used solely to exercise three (3) outstanding stock options held by Charles

Fox to purchase an aggregate of 100,000 shares of common stock of HyTech.

        Selling, general and administrative expenses in Fiscal 1995 increased
24% to $2,288,841 from $1,842,414 in Fiscal 1994. This increase is attributable
to an overall increase in salary requirements, expansion of full-time staff,
including customer service personnel, and increased advertising expenses,
primarily relating to the production and mailing of HyTech's quarterly
newsletter. This increase in overall selling, general and administrative
expenses was partially offset by a non-recurring, predominantly non-cash charge
in Fiscal 1994 of approximately $120,000 in legal and miscellaneous costs
related to the settlement of a lawsuit.

        Interest and investment income in Fiscal 1995 increased 48% percent, to
$325,010 from $219,607 in Fiscal 1994, resulting from the investment of
additional cash from operations. HyTech maintains a conservative investment
strategy, deriving investment income primarily from U.S. Treasury securities.

         Net income  for  Fiscal  1995  decreased  51% to  $1,782,588  from 
$3,638,206  for Fiscal 1994, primarily a result of the factors discussed
above.

Results of Operations - Fiscal 1994 versus Fiscal 1993

        Net sales for Fiscal 1994 were $8,640,234, over 1,000% higher than net
sales of $698,109 for the fiscal year ended December 31, 1993 ("Fiscal 1993").
The increase is due primarily to the continued marketing of HyTech's All Over
Moisturizer and the commencement of marketing of ten (10) additional products in
HyTech's Best Defense by Hydron skin care line on QVC. HyTech's All Over
Moisturizer was launched on the shopping network in May 1993. Prior to that
time, although HyTech had attempted to market this product and its professional
oral health care products on a limited basis through other means, HyTech's
primary business focus before Fiscal 1993 was product research and development
based on its proprietary, patented technology. Approximately 98% and 59% of
HyTech's sales during Fiscal 1994 and Fiscal 1993, respectively, were to QVC.

        HyTech's gross profit margin increased 27% to 72% in Fiscal 1994,
compared to 57% in Fiscal 1993. This increase is directly attributable to the
addition of higher margin facial skin care products introduced in Fiscal 1994.

        R&D expenses decreased 48% to $211,909 in Fiscal 1994, compared to
$406,860 in Fiscal 1993, as management had conducted significant development
efforts during Fiscal 1993 in anticipation of marketing HyTech's products on
QVC. During Fiscal 1994, HyTech continued to develop products that were
subsequently launched by QVC.

        Selling, general and administrative expenses in Fiscal 1994 increased
72% to $1,842,414 from $1,072,939 in Fiscal 1993. This increase is attributable
to an overall increase in salary requirements, expansion of full-time staff,
greater insurance expenses, and increased selling expenses due to significantly
higher sales. In addition, selling, general and administrative expenses for
Fiscal 1994 included a non-recurring, predominantly non-cash charge of
approximately $120,000 in legal and miscellaneous costs related to the
settlement of a lawsuit. The increase in overall selling, general and
administrative expenses due to growing sales levels was partially offset by a

decrease in the amount of advertising and marketing expenses that occurred as a
result of the marketing of HyTech's products by QVC.

        Interest and investment income in Fiscal 1994 increased 156% percent, to
$219,607 from $85,909 in Fiscal 1993, resulting from substantially higher cash
balances due to increased sales levels.

        Net income for Fiscal 1994 was $3,638,206 as compared to a net loss of
$1,361,085 for Fiscal 1993. This change is primarily a result of the factors
discussed above.

Liquidity and Financial Resources

        HyTech's overall financial condition remains strong as reflected in the
Consolidated Balance Sheets at December 31, 1995 compared to December 31, 1994.
Working capital at December 31, 1995 was approximately $9.0 million and cash
flow from operations in Fiscal 1995 increased to $1,716,931 from $397,545 in
Fiscal 1994. HyTech's cash flow from operations is a direct result of its
marketing efforts with QVC. The QVC License Agreement provides that QVC purchase
products directly from HyTech for resale to consumers, and that HyTech receive
payment from QVC thirty (30) days after QVC's receipt of such goods.

        Investing activities used $859,509 in Fiscal 1995, as compared to
$69,305 in Fiscal 1994. The Fiscal 1995 investing activities consisted primarily
of leasehold improvements for HyTech's new administrative office and HyTech's
investment in the Infomercial Joint Venture.

        Financing activities in Fiscal 1995 related primarily to the payment of
cash dividends totaling $2,263,374. Financing activities in Fiscal 1994
generated proceeds of $1,708,600 from the issuance of common stock as the result
of the exercise of stock options.

         Based on HyTech's absence of any short or long term debt, present cash
position, relatively small accounts payable, third-party contractual approach to
manufacturing and R&D, and present business strategy, management believes that
HyTech has adequate resources to meet normal, recurring obligations as they
become due. Further, in view of the thirty (30) day payment terms in connection
with sales to QVC, management does not anticipate any difficulty in financing
foreseeable inventory requirements. However, management recognizes that HyTech
does not have the financial resources to sustain a conventional national
advertising campaign to market its products in a conventional retail mode. In
view of the foregoing, management has obtained with QVC, and continues to seek
internationally, marketing, licensing and distribution agreements with third
parties which have greater financial resources and that can enhance HyTech's
product introductions with appropriate national marketing support programs.

        The effect of inflation has not been significant upon either the
operations or financial condition of HyTech.



Item 8.  Financial Statements and Supplementary Data

        The Consolidated Financial Statements of HyTech are contained in this

report following Item 14.


Item  9.  Changes  in  and   Disagreements   with   Accountants   on  
Accounting   and  Financial Disclosure

        Not applicable.




                                  Part III

Item 10.  Directors and Executive Officers of the Registrant

Identification of Directors and Executive Officers

        Listed below are the directors and executive officers of HyTech as of
March 15, 1996.

Name                                Position
                                    Director, Chairman of the Board,
Harvey Tauman                       Chief Executive Officer, President and 
                                    Treasurer
Richard Tauman                      Director and Executive Vice President
Chaudhury M. Prasad                 Director, Vice President, Operations and 
                                    Secretary
Frank Fiur                          Director
Samuel M. Leb, M.D.                 Director
Nestor M. Cardero, C.P.A.           Director
Joseph A. Caccamo, Esq.             Director
Richard Banakus                     Director
Hugues Lamotte                      Director

Karen Gray                          Vice President, Corporate Communications
Thomas G. Burns                     Vice President, Finance and Chief 
                                    Financial Officer


Business Experience

        Harvey Tauman, age 54, has been Chairman of the Board of Directors,
Chief Executive Officer, President and Treasurer of the Company for more than
the past five (5) years. Mr. Tauman became a director of the Company in 1971.
Harvey Tauman is the father of Richard Tauman, who is a Director and Executive
Vice President.

        Richard Tauman, age 29, became a Director and Vice President,
Production, in March 1994. In April 1995 he was appointed Executive Vice
President. In May 1989 he graduated from the University of Miami with a BBA
degree in Marketing, and since such time has worked for the Company,
predominately in product production. Richard Tauman is the son of Harvey Tauman,
the Chairman of the Board and President.

        Chaudhury M. Prasad, age 49 and a Director since 1975, has been Vice
President, Operations, and Secretary of the Company for more than the past five
(5) years.

        Frank Fiur, age 82 and a Director since 1980, has been a consultant to
the Company on business and financial matters for more than the past five (5)
years. In addition, he is a real estate broker and salesman for The Fiur
Organization, Inc., industrial real estate brokers.

        Samuel M. Leb, age 72 and a Director since 1988, was a self-employed

practicing surgeon from 1958 through August 1993, when he retired. From 1969
through December 1987, he was a member of the Board of Trustees of Parkway
Regional Medical Center, North Miami Beach, Florida.

        Nestor M. Cardero, age 55 and a Director since 1990, is a certified
public accountant in private practice. He was a tax partner at Karpel & Company,
P.A. from March 1989 through November 1990. Prior to that time and for more than
five (5) years, he was a tax partner at KPMG Peat Marwick and its predecessor
KMG Main Hurdman, the Company's former independent auditors.

        Joseph A. Caccamo, age 40 and a Director since August 1992, has been a
practicing attorney since 1981. From May 1987 through February 1991, he was an
associate of Parker Chapin Flattau & Klimpl, New York City, and from February
1991 through August 1991, he was of counsel to Brandeis, Bernstein & Wasserman,
New York City. In September 1991 he founded Joseph A. Caccamo Attorney at Law,
P.C., which is general counsel to the Company. He is also a director of Jean
Philippe Fragrances, Inc., a company engaged in the production and distribution
of fragrances and cosmetics, which has its common stock listed on The Nasdaq
Stock Market (National Market System).

        Richard Banakus, age 49, was elected as a member of the Board of
Directors in June 1995. During the period from April 1991 to the present, Mr.
Banakus has been a private investor with interests in a number of privately and
publicly held companies. From July 1988 through March 1991, he was the managing
partner of Banyan Securities, Larkspur, California, which he founded.

        Hugues Lamotte, age 53, was elected as a member of the Board of
Directors in June 1995. Mr. Lamotte has been engaged in managerial, marketing
and asset management functions in international finance for the past
twenty-seven (27) years. He has a broad array of investment experience, working
both in the United States and European Community. From 1974 through 1993 he was
the Managing Director of Wertheim Schroder & Co., Incorporated, a full service
investment banking firm with offices in New York, London and Paris. He is
credited with starting the firm's European operation and opened offices in
London, Paris and Geneva, and was formerly President of Wertheim Schroder
International. During his association with Wertheim Schroder & Co., he advised
numerous European and United States institutional clients with regard to their
global asset allocations and investments. In 1993, he started an investment
firm, Atlas Capital Management, and is its Chairman and Chief Executive Officer.
In addition, he is the Manager of Atlas Global Fund. Mr. Lamotte is an MBA
graduate of the University of Paris.

        Karen Gray, age 37, was appointed Vice President, Corporate
Communications in October 1993. From 1984 until October 1990, Ms. Gray was the
Director of Corporate Communications for ISI Systems, Inc., a then publicly held
company and producer and distributor of computer software for the insurance
industry. From November 1990 through December 1990, Ms. Gray was relocating to
Florida, where she founded Mar/Comm Associates, Inc., Miami Beach, Florida, a
marketing communications firm. From January 1991 to October 1993, she was the
principal of Mar/Comm Associates, Inc., which acted as a public and investor
relations consultant to the Company from June 1992 through October 1993.

        Thomas G. Burns, age 38, was hired as Chief Financial Officer in June
1994, and was appointed as Vice President, Finance in April 1995. Mr. Burns

served most recently as Audit Senior Manager for Ernst & Young, LLP of West Palm
Beach, Florida, where he had worked as a certified public accountant since 1981.


Item 11.  Executive Compensation

        The following table sets forth a summary of all compensation awarded to,
earned by, or paid to HyTech's Chief Executive Officer and all other persons who
were executive officers of HyTech for services rendered in all capacities to
HyTech and its subsidiaries during the fiscal years ended December 31, 1995,
December 31, 1994 and December 31, 1993:




                         SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                         Annual Compensation                                Long Term Awards
                                                                                       Other
                                                                                       Annual           Number
                                                                                       Compensation     of          All Other
       Name and Principal Position                Year        Salary ($)     Bonus ($) ($)              Options     Compensation
<S>                                               <C>        <C>          <C>          <C>              <C>         <C>
     Harvey Tauman, Chief Executive Officer,      1995          $402,480     $100,000  $       4,940     100,000          $30,960
     President and Treasurer(1)                   1994           335,400      150,000          4,940     200,000              -0-
                                                  1993           260,251          -0-      1,381,110(2)      -0-              -0-

     Richard Tauman, Executive Vice President(3)  1995          $ 74,360     $ 12,500  $         -0-      60,000          $ 2,860
                                                  1994            58,525       10,500        523,813(4)      -0-              -0-
                                                  1993                NA           NA             NA          NA               NA

     Chaudhury M. Prasad, Vice President,         1995          $ 76,440     $  7,500  $         -0-       2,500               -0-
     Operations and Secretary(5)                  1994            72,800        7,500        679,939(6)      -0-               -0-
                                                  1993            65,508          -0-          9,996         -0-               -0-

     Karen Gray, Vice President, Corporate        1995          $ 60,060     $ 10,000  $          -0-     10,000               -0-
     Communications(7)                            1994            54,000        7,500        103,750(8)      -0-               -0-
                                                  1993             8,400          -0-             -0-     50,000               -0-

     Thomas G. Burns, Vice President, Finance     1995          $ 88,452     $ 10,000  $       4,800      10,000               -0-
     and Chief Financial Officer(9)               1994            48,600        5,000          2,800      50,000               -0-
                                                  1993                NA           NA             NA          NA                NA
</TABLE>
_______________
         (1)  As of December 31, 1995 Mr. Tauman beneficially held 2,000,000
restricted shares of Common Stock, with an aggregate value of $3,500,000 based
upon the closing price of HyTech's Common Stock as reported by the Nasdaq Stock
Market, National Market system, of $1.75.

         (2) Represents income attributable to the difference between the
exercise price of stock options and the fair market value of the Common Stock
on the date of exercise.

         (3) As of December 31, 1995 Mr. Tauman beneficially held 100,000
restricted shares of Common Stock, with an aggregate value of $175,000 based
upon the closing price of HyTech's Common Stock as reported by the Nasdaq Stock
Market, National Market system, of $1.75.

         (4) Represents income attributable to the difference between the
exercise price of stock options exercised and the fair market value of the
Common Stock on the date of such exercise.

         (5) As of December 31, 1995 Mr. Prasad held 200,200 restricted shares
of Common Stock, with an aggregate value of $350,350 based upon the closing
price of HyTech's Common Stock as reported by the Nasdaq Stock Market, National

Market system, of $1.75.

         (6) Represents income attributable to the difference between the
exercise price of stock options exercised and the fair market value of the
Common Stock on the date of such exercise.

         (7) Ms. Gray did not hold any restricted shares of Common Stock as of
December 31, 1995.

         (8) Represents income attributable to the difference between the
exercise price of stock options exercised and the fair market value of the
Common Stock on the date of such exercise.

         (9) Mr. Burns did not hold any restricted shares of Common Stock as of
December 31, 1995.



         The following table sets forth certain information relating to stock
option grants during Fiscal 1995, for HyTech's Chief Executive Officer and all
other persons who were executive officers of HyTech and its subsidiaries for
Fiscal 1995:



<TABLE>
<CAPTION>
                                    OPTION GRANTS IN LAST FISCAL YEAR
                                                                                              Potential Realized Value
                               Individualized Grants                                         at Assumed Rates of Stock
                                                                                            Appreciation for Option Term
                           Number of
                           Securities      Percent of Total
                           Underlying      Options Granted                                   Five (5%)    Ten (10%)
                           Options         to Employees in     Exercise   Expiration         Percent      Percent
    Name                   Granted (#)     Fiscal Year         Price      Date               ($)          ($)
<S>                         <C>            <C>                   <C>          <C>              <C>         <C>
    Harvey Tauman           100,000        0.48                 $2.285       11/07/2000        $63,130     $139,502
    Richard Tauman           10,000        0.05                  2.285       11/07/2000          6,313       13,950
    Richard Tauman           50,000        0.24                  4.606       01/05/2000         63,631      140,608(1)
    Chaudhury M.
    Prasad                    2,500        0.01                  2.285       11/07/2000          1,578        3,488
    Karen Gray               10,000        0.05                  2.285       11/07/2000          6,313       13,950

    Thomas G. Burns          10,000        0.05                  2.285       11/07/2000          6,313       13,950
</TABLE>


        The following table sets forth certain information relating to option
exercises effected during Fiscal 1995, and the value of options held as of such
date by HyTech's Chief Executive Officer and all other persons who were
executive officers of HyTech and its subsidiaries for Fiscal 1995:


                  AGGREGATE OPTION EXERCISES FOR FISCAL 1995
                          AND YEAR END OPTION VALUES

<TABLE>
<CAPTION>
                                                                                                    Value(10) of 
                                                                                                 Unexercised In-the-      
                                                                                                   money Options at
                                                                   Number of Unexercised          December 31, 1995  
                        Shares Acquired           Value ($)              Exercisable/               Exercisable/
      Name              on Exercise               Realized(11)           Unexercisable               Unexercisable
<S>                     <C>                      <C>               <C>                             <C>
  Harvey Tauman                 -0-                  -0-                 300,000/-0-                  $-0-/-0-
  Richard Tauman                 -0-                 -0-                  60,000/-0-                  $-0-/-0-
  Chaudhury M.
  Prasad                         -0-                 -0-                  2,500/-0-                   $-0-/-0-
  Karen Gray                     -0-                 -0-                  90,000/-0-                 $10,000/-0-

  Thomas G. Burns                -0-                 -0-                30,000/30,000                 $-0-/-0-

</TABLE>


--------

(10) Total value of unexercised options is based upon the closing price ($1.75)
of the Common Stock as reported by the Nasdaq Stock Market on December 31,
1995.

(11) Value  realized in dollars is the amount that the  shareholder  is deemed
to have received as the result of the exercise of options, based upon the 
difference  between the fair market  value of the Common  Stock as reported by
the Nasdaq Stock Market on the date of exercise and the exercise price of the
options at the time of the exercise.


        Harvey Tauman has an employment agreement with HyTech whereby he is to
serve as Chief Executive Officer, President and Treasurer of HyTech through
April 30, 2003. His salary will increase annually by an amount equal to the
greater of (i) 5% of his base salary for the immediately preceding employment
term or (ii) increases as reflected in the Consumer Price Index, and which may
also be increased at any time at the discretion of the Board of Directors. In
addition, effective September 1, 1993 contemporaneous with the commencement of
the effective date of the QVC License Agreement, the Board of Directors voted
to increase Mr. Tauman's base salary (as defined in the employment agreement)
by $100,000 in consideration of the services to be performed by Harvey Tauman
pursuant to the terms of the QVC License Agreement. Such increase in base
salary is to remain in effect only for the so long as the QVC License
Agreement shall remain in effect.

        Richard Tauman has an employment agreement with HyTech whereby he is
to serve as Vice President, Production of HyTech through August 31, 2004. His
salary will increase annually by an amount equal to the greater of (i) five
percent (5%) of his base salary for the immediately preceding employment term
or (ii) increases as reflected in the Consumer Price Index and which may also
be increased at any time at the discretion of the Board of Directors.

        Chaudhury M. Prasad has an employment agreement with HyTech whereby
Mr. Prasad is to serve as Secretary of HyTech through April 30, 2003. His
annual salary may be increased at any time at the discretion of the Board of
Directors.

        Each of the above employment agreements provide that, if a change in
control of HyTech has occurred and thereafter such employee shall terminate
his employment with HyTech, or if his employment is terminated by HyTech for
any reason other than death or disability, such employee shall be entitled to
receive (i) his regular compensation, including all awards, perquisites and
benefits, through the date on which his employment terminates and (ii) a lump
sum payment in an amount equal to 2.99 times his "base amount" (as defined in
Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended).

Compensation of Directors


        There are no standard arrangements whereby directors who are also
employees of HyTech are compensated.

        Nonemployee directors receive an annual fee of $5,000, and in November
1995 each of Messrs. Frank Fiur, Samuel M. Leb, Nestor Cardero, Joseph A.
Caccamo, Richard Banakus and Hugues Lamotte were paid $5,000 for their service
as a director.

        On December 22, 1993, the Board of Directors of HyTech adopted the
1993 Nonemployee Stock Option Plan (the "1993 Plan"). This Plan was approved
by the stockholders on July 19, 1994. The purpose of the 1993 Plan is to
assist HyTech in attracting and retaining key directors who are responsible
for continuing the growth and success of HyTech.

        The 1993 Plan provides nonqualified stock options for nonemployee
directors to purchase an aggregate of 250,000 shares of Common Stock, with
grants of options to purchase 10,000 shares on each September 1st, and grants
of options to purchase 10,000 shares upon election or appointment of any new
nonemployee directors which will not be exercisable for a one (1) year period,
at an exercise price equal to the fair market value of HyTech's Common Stock
on the date of grant but in no event less that $2.50 per share. Each of
Messrs. Frank Fiur, Samuel M. Leb, Nestor Cardero and Joseph A. Caccamo were
granted options to purchase 10,000 shares of Common Stock at the exercise
price of $3.21875 per share in September 1995. Each of Messrs. Richard Banakus
and Hugues Lamotte were granted options to purchase 10,000 shares of Common
Stock at the exercise price of $4.78125 per share under the 1993 Plan upon
their election to the Board of Directors in June 1995.



Item 12. Security Ownership of Certain Beneficial Owners and Management

        The following table sets forth information as of the close of business
on March 15, 1996 as to the total number of shares of equity securities of
HyTech, owned by each director, and by all officers and directors of HyTech as
a group (eleven (11) persons), and by each person known to  HyTech to be the
beneficial owner of more than five percent (5%) of HyTech's Common Stock:

<TABLE>
<CAPTION>
    Name and Address of Beneficial              Amount and Nature of                  Approximate Percent     
                Owner                           Beneficial Ownership                       of Class
<S>                                             <C>                               <C>
              Harvey Tauman                          2,390,000(12)                           10.4%
           1001 Yamato Road
         Boca Raton, FL 33431       

            Richard Tauman                            160,000(13)                         Less than 1%
           1001 Yamato Road
         Boca Raton, FL 33431                         

          Chaudhury M. Prasad                         202,700(14)                         Less than 1%
           1001 Yamato Road
         Boca Raton, FL 33431                        

             Karen Gray                                90,000(15)                         Less than 1%
           1001 Yamato Road
         Boca Raton, FL 33431                          

              Frank Fiur                               145,000(16)                         Less than 1%
          469 W. 83rd Street 
           Hialeah, FL 33041                                 

         Samuel M. Leb. M.D.                           301,252(17)                           1.2%
      1905 So. Oak Haven Circle
      No. Miami Beach, FL 33179                       

       Nester M. Cardero, C.P.A.                        43,500(18)                         Less than 1%
       14222 S.W. 97th Terrace
            Miami, FL 33183                            

        Joseph A. Caccamo. Esq.                         45,500(19)                         Less than 1%
           666 Third Avenue
              18th Floor
          New York, NY 10017                          

            Thomas G. Burns                             60,000(20)                         Less than 1%
           1001 Yamato Road
         Boca Raton, FL 33431                          

           Richard Banakus                            1,510,000(21)                             6.7%
          82 Verissimo Drive
           Novato, CA 94947                          


            Hugues Lamotte                              410,000(22)                             1.8%
        Atlas Capital Limited
          5 Clifford Street
        London, W1X1RB England                        

         All officers adn directors                    5,215,952(23)                           22.8%
         group (11 persons)

</TABLE>

--------------                                        
(12) Consists of 1,000,000 shares held directly; options to purchase 300,000
shares; 766,889 shares held as co-trustee and life estate beneficiary of
Marital Trust of deceased spouse; 233,111 held as personal representative and
life estate beneficiary of estate of deceased spouse; and 90,000 shares held as
trustee for emancipated children.

(13) Consists of 55,000 shares held directly; 45,000 shares as beneficiary of a
trust; and options to purchase 60,000 shares. 

(14) Consists of 200,200 shares held directly and options to purchase 2,500
shares.

(15) Consists of options to purchase shares.

(16) Consists of 125,000 shares held directly; and options to purchase 20,000
shares of Common Stock. Does not include 109,000 shares held directly by Evette
Fiur, his wife, as to which he disclaims beneficial ownership. 

(17) Consists of 107,100 shares held jointly with his wife; 164,152 shares held
indirectly through an IRA; and options to purchase 30,000 shares. 

(18) Consists of 1,500 shares held indirectly through an IRA, 2,000 shares held
jointly with his wife, 20,000 shares of Common Stock held directly and options
to purchase 20,000 shares. Does not include 1,500 shares held by his wife in an
IRA, as to which Mr. Cardero disclaims beneficial ownership. 

(19) Consists of options to purchase 45,000 shares and 500 shares held as
trustee for the benefit of his family. 

(20) Consists of options to purchase shares. 

(21) Consists of 1,500,000 shares held directly and options to purchase 10,000
shares. 

(22) Consists of 300,000 shares held directly and options to purchase 110,000
shares. 

(23) Consists of 4,565,452 shares held directly and options to purchase 647,500
shares, as well as 3,000 shares held by National Patent Development
Corporation, which has granted to the Company a proxy to vote its shares of
Common Stock.



Item 13. Certain Relationships and Related Transactions

        Joseph A. Caccamo, a director of HyTech, is the principal of Joseph A.
Caccamo Attorney at Law, P.C., general counsel to HyTech. Mr. Caccamo's firm
was paid $64,224 in legal fees and for reimbursement of disbursements incurred
on behalf of HyTech during Fiscal 1995. Mr. Caccamo was granted options in
Fiscal 1995 to purchase 10,000 shares at $3.21875, the fair market value at the
time of grant, and received a non-employee director's fee of $5,000.



                                   Part IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)(1) Financial Statements.

The following financial statements required by Item 8 follow Item 14 of
this Report:

                                                           Page

Report of Independent Certified
  Public Accountants                                       F-1
                                                          
Financial Statements:

  Consolidated Balance Sheets, December 31,                F-2
  1995 and 1994 

  Consolidated Statements of Operations for the 
  Years Ended December 31, 1995, 1994 and 1993             F-3
                                                           
  Consolidated Statements of Stockholders'                 F-4
  Equity for the Years ended December 31, 1995, 
  1994 and 1993

  Consolidated Statements of Cash Flows for the 
  Years Ended December 31, 1995, 1994 and 1993             F-5-6
                                                           
  Notes to Consolidated Financial Statements               F-7


All financial schedules are omitted since the required information is not
present or is not present in significant amounts sufficient to require
submission of the schedules, or because the information required is included in
the Consolidated Financial Statements or notes thereto.


(a)(3) Exhibits:

        The following Exhibits are filed as a part of this Report:

        The following documents heretofore filed with the Commission are
incorporated by reference to HyTech's Annual Report on Form 10-K for the fiscal
year ended December 31, 1985:

Exhibit No. and Description

3.1 Restated Certificate of Incorporation of Dento-Med Industries, Inc.
("Dento-Med"), as Filed with the Secretary of State of New York on March 4,
1981 (filed therein as Exhibit 3.1).

        The following document heretofore filed with the Commission is
incorporated by reference to HyTech's Annual Report on Form 10-K for the fiscal

year ended December 31, 1986:

Exhibit No. and Description

4.0 Non-Qualified Stock Option Plan (filed as Exhibit 4.0 therein).

        The following document heretofore filed with the Commission is
incorporated by reference to HyTech's Annual Report on Form 10-K for the fiscal
year ended December 31, 1987:

Exhibit No. and Description

3.2 By-laws of HyTech, as amended March 17, 1988 (filed therein as Exhibit
3.2). 

4.1 Incentive Stock Option Plan, as amended January 2, 1987 (filed as Exhibit
4.1 therein).

        The following documents heretofore filed with the Commission are
incorporated by reference to HyTech's Annual Report on Form 10-K for the fiscal
year ended December 31, 1988:

Exhibit No. and Description

3.3 Certificate of Amendment of the Restated Certificate of Incorporation of
Dento-Med, as filed with the Secretary of State of the State of New York on
November 14, 1988 (filed therein as Exhibit 3.2).

10.6 Indemnification Agreement dated September 23, 1988 between Dento-Med and
Harvey Tauman (filed therein as Exhibit 10.8).

10.7 Indemnification Agreement dated September 23, 1988 between Dento-Med and
Ilene Tauman (filed therein as Exhibit 10.9).

10.8 Indemnification Agreement dated September 23, 1988 between Dento-Med and
Frank Fiur (filed therein as Exhibit 10.10).

10.9 Indemnification Agreement dated September 23, 1988 between Dento-Med and
Chaudhury M. Prasad (filed therein as Exhibit 10.11).

        The following document heretofore filed with the Commission is
incorporated by reference to HyTech's Current Report on Form 8-K (date of
event--November 30, 1989):

Exhibit No. and Description

10.10  Agreement between Dento-Med and National Patent dated November 30, 1989
(filed as Exhibit 10.1 therein).


        The following documents heretofore filed with the Commission are
incorporated by reference to HyTech's Annual Report on Form 10-K for the fiscal
year ended December 31, 1989:


Exhibit No. and Description

4.2 1989 Stock Option Plan (filed as Exhibit 4.2 therein).

10.11 Indemnification Agreement between Dento-Med and Samuel M. Leb, M.D. dated
May 9, 1989 (filed as Exhibit 10.11 therein).

10.12 Indemnification Agreement between Dento-Med and Richard Tauman dated May
19, 1989 (filed as Exhibit 10.12 therein).

        The following documents heretofore filed with the Commission are
incorporated by reference to HyTech's Annual Report on Form 10-K for the fiscal
year ended December 31, 1991:

Exhibit No. and Description

10.13 Indemnification Agreement dated as of January 14, 1992 between Dento-Med
and Joseph A. Caccamo Attorney at Law, P.C. (filed as Exhibit 10.13 therein).

        The following documents heretofore filed with the Commission are
incorporated by reference to HyTech's Annual Report on Form 10-K for the fiscal
year ended December 31, 1992, and filed therein as the same exhibit number,
unless otherwise noted:

Exhibit No. and Description

4.3 Stock Option Agreement and Consulting Agreement between HyTech and John T.
Boone dated January 30, 1992.

4.4 Stock Option Agreement between HyTech and DTR Associates Limited
Partnership dated March 9, 1992.

4.7 Stock Option Agreement between HyTech and DTR Associates Limited
Partnership dated September 15, 1992.

        The following documents heretofore filed with the Commission are
incorporated by reference to HyTech's Current Report on Form 8-K (date of
report December 6, 1993), as amended by the Form 8 Amendment no. 1 to such
Current Report, and filed therein as the same exhibit number, unless otherwise
noted:

Exhibit No. and Description

4.9 Warrant Purchase Agreement, together with Series A and Series B Warrants,
dated December 6, 1993, between QVC Network, Inc. and Hydron Technologies,
Inc., filed as exhibit no. 4.3 therein.(1)

10.23 License Agreement dated December 6, 1993 between QVC Network, Inc. and
Hydron Technologies, Inc.(24)

----------
24 Filed in excised form, as confidential treatment has been granted for
certain portions thereof.

        The following documents heretofore filed with the Commission are
incorporated by reference to HyTech's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993, and filed therein as the same exhibit number,
unless otherwise noted:


Exhibit No. and Description

3.4  Certificate of Amendment of the Restated Certificate of Incorporation of
Dento-Med, as filed with the Secretary of State of the State of New York on
July 30, 1993.

4.10  1993 Nonemployee Director Stock Option Plan.

10.24  Amended and Restated Employment Agreement between Dento-Med and Harvey
Tauman dated May 13, 1993.

10.25  Amendment to Amended and Restated Employment Agreement between HyTech
and Harvey Tauman dated December 20, 1993.

10.26  Amended and Restated Employment Agreement between Dento-Med and
Chaudhury M. Prasad dated May 13, 1993.

10.27  Indemnification Agreement dated April 22, 1993 between HyTech and Nestor
Cardero.

10.28  Indemnification Agreement dated November 16, 1993 between HyTech and
Karen Gray.

10.30  Agreement among HyTech, Jill International, Inc. and John Charles Revson
dated November 16, 1993.

        The following document heretofore filed with the Commission is
incorporated by reference to HyTech's Current Report on Form 8-K (date of
report January 21, 1995), and filed therein as the same exhibit number, unless
otherwise noted:

Exhibit No. and Description

10.31  Letter Agreement among QDirect, Inc., Hydron Direct, Inc. and DTR
Associates dated January 17, 1995


        The following documents heretofore filed with the Commission are
incorporated by reference to HyTech's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994, and filed therein as the same exhibit number,
unless otherwise noted:

Exhibit No. and Description

10.33  Consulting Agreement made effective as of the 1st day of April, 1994
between Hydron Technologies, Inc. and The Pink Jungle, Inc.

10.35  Employment Agreement dated the 16th day of September, 1994 between and

Hydron Technologies, Inc. and Richard Tauman

10.36   Letter Agreement dated December 22, 1994 among Hydron Technologies,
Inc., Roy Reiner and Chemaid Laboratories, Inc.


10.37  Indemnification Agreement dated February 21, 1995 between and Hydron
Technologies, Inc. and Thomas G. Burns


        The following exhibits are filed herewith:

Exhibit No. and Description

10.38  Lease for 1001 Yamato Road, Suite 403, Boca Raton, FL between PFRS
Yamato Corp. and Hydron Technologies, Inc. dated May 8, 1995

10.39  First Amendment to Lease for 1001 Yamato Road, Suite 403, Boca Raton, FL
between PFRS Yamato Corp. and Hydron Technologies, Inc. dated September 15,
1995

10.40  Agreement for use and occupancy of portion of 5 East Building, 95
Mayhill Street, Saddle Brook NJ, between Chemaid Laboratories, Inc. and Hydron
Technologies, Inc. dated February 9, 1996

10.41  Depository Agreement between Chemaid Laboratories, Inc. and Hydron
Technologies, Inc. dated February 9, 1996

10.42  Consulting Agreement between Charles Fox Associates, Inc. and Hydron
Technologies, Inc. dated February 5, 1996

11  Statement re: Computation of Earnings Per Share

21  Subsidiaries of the Registrant.

23.1  Consent of Ernst & Young, LLP, Independent Certified Public Accountants.


        (b) Reports on Form 8-K

No Current Reports on Form 8-K were filed during the fourth quarter of fiscal
1995.


Report of Independent Certified Public Accountants




The Board of Directors and Stockholders
Hydron Technologies, Inc.

We have audited the accompanying consolidated balance sheets of Hydron
Technologies, Inc. and subsidiaries (HyTech) as of December 31, 1995 and 1994,
and the related consolidated statements of operations, stockholders' equity and
cash flows for each of the three years in the period ended December 31, 1995.
These financial statements are the responsibility of HyTech's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Hydron
Technologies, Inc. and subsidiaries at December 31, 1995 and 1994, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1995, in conformity with generally
accepted accounting principles.


/s/ Ernst & Young, LLP

West Palm Beach, Florida
February 21, 1996


                   Hydron Technologies, Inc. and Subsidiaries

                          Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                                         December 31
                                                                                   1995                 1994
                                                                                 --------             --------

<S>                                                                              <C>                  <C>
Assets
Current assets:
  Cash, including cash equivalents of $4,235,295
    and $5,629,124 at December 31, 1995 and 1994                                 $  4,346,587         $ 5,723,664
  Trade accounts receivable                                                         1,002,969           2,044,604
  Inventories                                                                       3,998,304           3,260,010
  Prepaid expenses and other current assets                                           130,907             100,670
                                                                                -------------         -----------
Total current assets                                                                9,478,767          11,128,948

Property and equipment, less accumulated depreciation
  of $163,830 and $141,000 at December 31, 1995
  and 1994                                                                            620,317             109,386
Deferred product costs, less accumulated
  amortization of $3,697,400 and $3,389,667 at
  December 31, 1995 and 1994                                                        2,264,061            2,571,249
Investment in Joint Venture                                                           221,366                    -
Deposits                                                                              407,600                    -
                                                                                -------------         ------------
                                                                                  $12,992,111          $13,809,583
                                                                                -------------         ------------
                                                                                -------------         ------------
Liabilities and stockholders' equity 
 Current liabilities:
   Accounts payable                                                               $   235,645          $   395,862
   Accrued liabilities                                                                194,918              400,262
                                                                                -------------         ------------
Total current liabilities                                                             430,563              796,124

Commitments

Stockholders' equity:
  Common Stock; $.01 par value; 30,000,000 shares authorized, 22,639,816 and
     22,616,816 shares issued and outstanding at December 31, 1995 
     and 1994                                                                         226,398              226,168
  Additional paid-in capital                                                       18,113,632           20,348,361
  Accumulated deficit                                                              (5,778,482)          (7,561,070)
                                                                                -------------         ------------
Total stockholders' equity                                                         12,561,548           13,013,459
                                                                                -------------         ------------
                                                                                  $12,992,111          $13,809,583
                                                                                -------------         ------------
                                                                                -------------         ------------

</TABLE>

                           See accompanying notes.

                   Hydron Technologies, Inc. and Subsidiaries

                     Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                                                       Year ended December 31
                                                                              1995             1994              1993
                                                                         -----------     ------------    --------------
<S>                                                                     <C>              <C>              <C>

Net sales                                                                $ 7,303,468      $ 8,640,234      $    698,109
Cost of sales                                                              2,577,606        2,435,557           303,250
                                                                         -----------     ------------     -------------
Gross profit                                                               4,725,862        6,204,677           394,859

Expenses:
   Royalty expense                                                           337,575          386,643            34,399
   Research and development                                                  177,468          211,909           406,860
   Selling, general and administrative                                     2,288,841        1,842,414         1,072,939
   Amortization of deferred product costs                                    307,733          307,303           303,816
   Depreciation and amortization                                              48,033           37,809            23,839
                                                                         -----------     ------------      ------------
                                                                           3,159,650        2,786,078         1,841,853
                                                                         -----------     ------------      ------------
Operating income (loss)                                                    1,566,212        3,418,599        (1,446,994)

Other income (expense):
   Interest and investment income                                            325,010          219,607            85,909
   Equity in loss of joint venture                                           (78,634)               -                 -
                                                                         -----------     ------------      ------------  
                                                                             246,376          219,607            85,909
                                                                         -----------     ------------      ------------ 
Income (loss) before income taxes                                          1,812,588        3,638,206        (1,361,085)
Income tax expense                                                            30,000                -                 -
                                                                         -----------     ------------      ------------
Net income (loss)                                                        $ 1,782,588       $3,638,206       $(1,361,085)
                                                                         -----------     ------------      ------------ 
                                                                         -----------     ------------      ------------  
Net income (loss) per common share                                           $   .08           $  .16           $  (.07)
                                                                         -----------     ------------      ------------ 
                                                                         -----------     ------------      ------------  
Weighted average number of common
   shares outstanding                                                     23,151,383       22,666,970        19,917,586
                                                                        ------------     ------------      ------------
                                                                        ------------     ------------      ------------
</TABLE>

                           See accompanying notes.



                   Hydron Technologies, Inc. and Subsidiaries

                Consolidated Statements of Stockholders' Equity

<TABLE>
<CAPTION>


                                                                           Additional                            Total
                                                  Common Stock               Paid-in        Accumulated      Stockholders'
                                               Shares      Amount            Capital          Deficit           Equity
                                             ----------   ---------      -----------       -----------     ---------------
<S>                                         <C>          <C>            <C>               <C>             <C>

Balance at  December 31, 1992                19,298,056   $192,981       $16,256,099       $(9,838,191)    $  6,610,889
   Issuance of common stock                     573,760      5,737           765,263                -           771,000
   Issuance of common stock upon
      exercise of stock options               1,330,500     13,305         1,422,544                -         1,435,849
   Net loss                                           -          -                 -        (1,361,085)      (1,361,085)
                                             ----------   --------       -----------       -----------     ------------
Balance at December 31, 1993                 21,202,316    212,023        18,443,906       (11,199,276)       7,456,653

   Issuance of common stock
      for services                              130,000      1,300           208,700                -           210,000
   Issuance of common stock upon
      exercise of stock options               1,284,500     12,845         1,695,755                -         1,708,600
   Net income                                         -          -                 -        3,638,206         3,638,206
                                             ----------   --------       -----------      -----------      ------------
Balance at December 31, 1994                 22,616,816    226,168        20,348,361       (7,561,070)       13,013,459
   Issuance of common stock upon
      exercise of stock options                  23,000        230            28,645                -            28,875
   Net income                                         -          -                 -        1,782,588         1,782,588
   Cash dividends ($.10 per share)                    -          -        (2,263,374)               -        (2,263,374)
                                             ----------   --------       -----------      -----------      ------------
Balance at December 31, 1995                 22,639,816   $226,398       $18,113,632      $(5,778,482)      $12,561,548
                                             ----------   --------       -----------      -----------      ------------
                                             ----------   --------       -----------      -----------      ------------
</TABLE>

                           See accompanying notes.


                   Hydron Technologies, Inc. and Subsidiaries

                     Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>

                                                                                      Year ended December 31
                                                                              1995             1994              1993
                                                                         -----------      -----------      ------------
<S>                                                                     <C>               <C>             <C>

Operating activities
Cash received from customers                                             $ 8,345,103      $ 6,857,170      $    436,569
Cash paid to suppliers and employees                                      (6,918,993)      (6,663,432)       (2,052,678)
Proceeds from interest on investments                                        334,821          203,807            85,909
Cash paid for income taxes                                                   (44,000)               -                 -
                                                                         -----------      -----------      ------------
Net cash provided (used) by operating activities                           1,716,931          397,545        (1,530,200)

Investing activities
Purchase of investments                                                            -        (3,449,019)               -
Proceeds from sale of investments                                                  -         3,449,019                -
Capital expenditures                                                        (558,964)          (56,801)               -
Payments for registering patents                                                (545)          (12,504)         (33,735)
Investment in Joint Venture                                                 (300,000)                -                -
                                                                         -----------      ------------      ----------- 
Net cash used by investing activities                                       (859,509)          (69,305)         (33,735)

Financing activity
Proceeds from issuance of common stock                                        28,875        1,708,600         2,206,849
Dividends Paid                                                            (2,263,374)               -                 -
                                                                         -----------      -----------       -----------
Net cash used (provided) by financing activities                          (2,234,499)       1,708,600         2,206,849
                                                                         -----------      -----------       ----------- 
(Decrease) increase in cash and cash equivalents                          (1,377,077)       2,036,840           642,914
Cash and cash equivalents at beginning of year                             5,723,664        3,686,824         3,043,910
                                                                         -----------      -----------       ----------- 
Cash and cash equivalents at end of year                                 $ 4,346,587      $ 5,723,664       $ 3,686,824
                                                                         -----------      -----------       -----------
                                                                         -----------      -----------       ----------- 
</TABLE>

Continued on following page.



                   Hydron Technologies, Inc. and Subsidiaries

                Consolidated Statements of Cash Flows (continued)

<TABLE>
<CAPTION>


                                                                                    Year ended December 31
                                                                            1995              1994             1993
                                                                        ------------      -----------       -----------            
<S>                                                                     <C>               <C>              <C>
 
Reconciliation of net income (loss) to net cash
provided (used) by operating activities
Net income (loss)                                                        $ 1,782,588       $3,638,206       $(1,361,085)
Adjustments to reconcile net income (loss)
   to net cash provided (used) by operating
   activities:
      Depreciation and amortization                                          355,766          345,112           327,655
      Equity in losses of joint venture                                       78,634                -                 -
      Issuance of common stock for services                                        -          210,000                 -
      Changes in operating assets and
        liabilities:
         Trade accounts receivable                                         1,041,635        (1,783,064)        (261,540)
         Inventories                                                        (738,294)       (2,610,680)        (382,360)
         Prepaid expenses and other current
           assets                                                            (30,237)          (19,539)          14,953
         Deposits                                                           (407,600)               -                 -
         Accounts payable                                                   (160,217)          267,160          111,774
         Accrued liabilities                                                (205,344)          350,350           20,403
                                                                        ------------       -----------      -----------
Total adjustments                                                            (65,657)       (3,240,661)        (169,115)
                                                                        ------------       -----------      -----------
Net cash provided (used) by
  operating activities                                                   $ 1,716,931       $   397,545      $(1,530,200)
                                                                        ------------       -----------      -----------
                                                                        ------------       -----------      -----------
</TABLE>

                           See accompanying notes.


                   Hydron Technologies, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements

                        December 31, 1995, 1994 and 1993


1.  Description of Business and Summary of Significant Accounting Policies

Organization of Business

Hydron Technologies, Inc. and subsidiaries (HyTech) sells consumer and
professional products, primarily in the personal care/cosmetics field. Most of
these products are covered by patent, license and royalty arrangements which
provide that HyTech will generally pay royalties on its sales and receive
revenues from the sale of its products to nonaffiliated third parties, and
royalties from others. These arrangements include a royalty agreement with
National Patent Development Corporation (National Patent) in connection with
exclusive licenses which HyTech holds on certain oral health and other consumer
products containing Hydron polymers, and an exclusive licensing agreement with
QVC, Inc. (QVC) for the sale of HyTech's Hydron polymer-based consumer products
in the Western Hemisphere. QVC, a significant customer, purchases HyTech's
products and takes physical possession of these products prior to QVC's sale to
the ultimate end user. The products are sold and shipped to the end user by QVC.
The sales of HyTech's products to QVC are not conditioned upon QVC's sale of the
products to the ultimate end user. HyTech also holds the exclusive license with
National Patent to a Hydron polymer-based drug delivery system for topically
applied, nonprescription pharmaceutical products, which it intends to license to
third parties or use to develop proprietary products.

Basis of Presentation

The consolidated financial statements include the accounts of HyTech and all
subsidiaries. All significant intercompany balances and transactions have been
eliminated in consolidation. HyTech's investment in a joint venture is accounted
for using the equity method of accounting. The preparation of financial
statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the amounts reported in
the financial statements and accompanying notes. Actual results could differ
from those estimates.

Cash and Cash Equivalents

HyTech considers all highly liquid investments with a maturity of three months
or less at the date of acquisition to be cash equivalents. The credit risk
associated with cash equivalents is considered low due to the credit quality of
the issuers of the financial instruments.



                   Hydron Technologies, Inc. and Subsidiaries

              Notes to Consolidated Financial Statements (continued)



1.  Description of Business and Summary of Significant Accounting Policies 
(continued)

Concentration of Credit Risk

Trade accounts receivable are due primarily from QVC which, by contract, must 
be paid to HyTech within 30 days after QVC's receipt of goods. HyTech performs
ongoing evaluations of its significant customers and does not require
collateral.

Inventories

Inventories are valued at the lower of cost (first-in, first-out) or market, 
and include finished goods, work-in-progress and raw materials (see Note 2).

Long-Lived Assets

Long-lived assets, consisting primarily of deferred product costs, are accounted
for in accordance with FASB Statement No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of", which was
adopted during 1995. FASB Statement No. 121 requires impairment losses be
recognized for long-lived assets when indicators of impairment are present and
the undiscounted cash flows are not sufficient to recover the assets' carrying
amount. No impairment losses have been recognized in the three year period ended
December 31, 1995.

Property and Equipment

Property and equipment, consisting primarily of office leasehold improvements,
furniture and fixtures, is carried at cost. Depreciation and amortization is
computed using the straight-line method over the estimated useful lives of the
assets.

Deferred Product Costs

Deferred product costs consist primarily of costs incurred for the purchase and
development of patents and product rights (see Note 3). The deferred product
costs are being amortized over their estimated useful lives of eight to 20 
years using the straight-line method.




                   Hydron Technologies, Inc. and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


1.  Description of Business and Summary of Significant Accounting Policies 
(continued)

Common Stock, Common Stock Options and Net Income (Loss) Per Share


When HyTech issues shares of common stock in exchange for services, an 
expense is recognized over the period in which the services are rendered 
based upon the fair value of such shares at the date such arrangements are 
consummated or authorized by the Board of Directors, with a corresponding 
credit to capital.

HyTech has elected to follow Accounting Principles Board (APB) Opinion No. 
25, "Accounting for Stock Issued to Employees" and related Interpretations 
in accounting for its stock options. Under APB Opinion No. 25, because the 
exercise price of the stock options equals the market price of the 
underlying stock on the date of the grant, no compensation expense is 
recognized. In 1996, HyTech must adopt FASB Statement No. 123, 
"Accounting and Disclosure of Stock-Based Compensation" and will present 
the proforma disclosures required by the pronouncement. However, HyTech 
will continue to account for stock options using APB Opinion No. 25.

Net income (loss) per share is based on the weighted average number of 
common shares outstanding during the year. For the years ended December 
31, 1995 and 1994, the assumed exercise of stock options did not result 
in a material dilution. For the year ended December 31, 1993, no 
adjustments have been made for the assumed exercise of stock options since 
the effect on the loss per share would be antidilutive.

Revenue Recognition and Product Warranty

Revenue from product sales is recognized at the time of shipment. Provision 
is made currently for estimated product returns from the ultimate end user.

Research and Development

Research and development costs are charged to operations when incurred and 
are included in operating expenses.

Advertising

Advertising costs are expensed as incurred and are included in "selling, 
general and administrative expenses". Advertising expenses amounted to 
approximately $205,000, $1,000 and $80,000 for 1995, 1994 and 1993, 
respectively.

                   Hydron Technologies, Inc. and Subsidiaries

               Notes to Consolidated Financial Statements (continued)


2. Inventories

At December 31, 1995 and 1994, inventories consist of the following:

<TABLE>
<CAPTION>



                                                                     1995                  1994
                                                                 ----------            ----------
<S>                                                             <C>                   <C>            
Finished goods                                                   $3,044,890            $1,661,600
Work-in-process                                                     162,794               234,125
Raw materials and components                                        790,620             1,364,285
                                                                 ----------            ----------
                                                                 $3,998,304            $3,260,010
                                                                 ----------            ----------
                                                                 ----------            ----------
</TABLE>


3. Deferred Product Costs and Royalty Agreements

From 1976 through 1989, HyTech and National Patent entered into various
agreements, wherein HyTech obtained the exclusive worldwide rights to market
products using Hydron polymers in the consumer and oral health fields, the two
fields in which HyTech has concentrated its research and development efforts,
and to utilize the Hydron polymer as a drug release mechanism in topically
applied, nonprescription pharmaceutical products. The Hydron polymer is the
underlying technology in substantially all of HyTech's products. National Patent
has the exclusive worldwide rights to market prescription drugs and medical
devices using Hydron polymers. Further, each has the right to exploit products
with Hydron polymers not in the other's exclusive fields. As consideration for
product rights obtained, HyTech issued National Patent an aggregate of 1,100,000
shares of common stock, valued at $5,370,000. The valuation for these shares was
based on the market prices of HyTech's common stock at the dates the agreements
were made.

The agreements require HyTech to pay a 5% royalty to National Patent based on
the net sales of products containing the Hydron polymer. Additionally, National
Patent is required to pay HyTech a 5% royalty on its net sales of Hydron polymer
products, except with respect to certain excluded products. In the area of
prescription and nonprescription drugs using Hydron polymers as a drug release
mechanism, both HyTech and National Patent have agreed to pay the other a
royalty equal to 5% of net sales and 25% of any license fees, royalties or
similar payments received from third parties with regard to such products
developed.



                    Hydron Technologies, Inc. and Subsidiaries

              Notes to Consolidated Financial Statements (continued)


4.  Investment in Joint Venture

On January 17, 1995, HyTech entered into an agreement with QVC and another
company to form a joint venture know as Hydromercial Partners (the Joint
Venture). Each company has a one-third interest in the profits and losses of 
the Joint Venture, which has an initial term of two (2) years, subject to 
renewal on an annual basis thereafter upon unanimous consent of all of the 

Joint Venture participants.

The purpose of the Joint Venture is to provide and sell HyTech's Hydron
polymer-based skin care line by means of a thirty (30) minute commercial
(Infomercial) which the Joint Venture will produce. The initial capital of 
the Joint Venture, $600,000, was contributed in equal shares by the Joint 
Venture participants, and was used to produce the Infomercial and conduct 
test marketing. An additional $300,000, contributed in equal amounts by the 
Joint Venture participants, was contributed during 1995 to purchase 
additional air time. Sales to the Joint Venture totalled approximately 
$230,000 in 1995.

5. Significant Customer

HyTech presently sells a substantial portion of its products to QVC. During 
the years ended December 31, 1995, 1994 and 1993, approximately 92%, 98% and 
59%, respectively, of HyTech's sales were made to QVC. At December 31, 1995 
and 1994, amounts due from QVC included in trade accounts receivable were 
approximately $847,000 and $2,037,000, respectively. HyTech entered into a 
license agreement with QVC in 1993, whereby QVC was granted exclusive rights 
to market and distribute HyTech's proprietary consumer products using Hydron 
polymers in the Western Hemisphere. The license agreement expires in May 1996 
and is automatically renewable in two year terms if QVC purchases certain 
escalating minimum quantities of products. As of December 31, 1995, QVC has 
met the minimum purchase requirements for the initial term expiring in 1996. 
No obligation exists for QVC to purchase product except to maintain such 
exclusive rights, and no assurances can be given that QVC will meet the 
escalating minimum purchase levels for subsequent years in order to maintain 
such exclusive rights. If QVC does not meet such minimum purchase levels, 
then HyTech has the right to terminate the agreement and seek other marketing 
and distribution arrangements for its products, which may include QVC on a 
nonexclusive arrangement. Although management believes that there are other 
avenues for selling its products, the loss of QVC as a customer would be 
financially disruptive to HyTech.



                   Hydron Technologies, Inc. and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


6. Income Taxes

The income tax provision for 1995 of $30,000 reflects alternative minimum tax
after the utilization of net operating loss carryforwards of approximately
$1,781,000. For the year ended December 31, 1994, there was no income tax
provision due to significant permanent differences between financial and tax
reporting of 1994 transactions, principally a tax deduction for the exercise 
of certain nonqualified stock options, and to the utilization of net 
operating loss carryforwards of approximately $2,031,000. There was no income 
tax provision for the year ended December 31, 1993 due to HyTech's net 
operating losses.


The reconciliation of income tax rates, computed at the U.S. federal  
statutory tax rates, to income tax expense is as follows:

<TABLE>
<CAPTION>

                                                                               1995             1994              1993
                                                                              ------           ------            ------
<S>                                                                          <C>              <C>               <C>

Tax at U.S. statutory rates                                                     34  %            34  %            (34)  %
State income taxes, net of federal tax benefit                                   4                4                (4)
Valuation allowance adjustments                                                (36)             (38)               38
Net effect of net operating loss not recognized                                  -                -                 -
                                                                              ------           ------            ------
                                                                                 2  %            -0-               -0-
                                                                              ------           ------            ------
                                                                              ------           ------            ------
</TABLE>

At December 31, 1994, HyTech had the following available net operating loss
carryforwards for tax purposes, which may be used to offset taxable income in
future periods:

<TABLE>
<CAPTION>

<S>                                                               <C>
            Expires December 31,
                  2001                                               $   768,000
                  2002                                                   876,000
                  2003                                                   601,000
                  2004                                                 1,173,000
                  2005                                                 1,094,000
                  2006 - 2008                                          4,172,000
                                                                    ------------
                                                                     $ 8,684,000
                                                                    ------------
                                                                    ------------
</TABLE>

In addition to the net operating loss carryforwards, HyTech has a capital loss
carryforward of approximately $691,000 which expires in 1996.



                   Hydron Technologies, Inc. and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


6. Income Taxes (continued)

Effective January 1, 1993, HyTech changed its method of accounting for income

taxes from the deferred method to the liability method required by Financial
Accounting Standards Board Statement No. 109 (FASB 109), "Accounting for Income
Taxes." At December 31, 1995 and 1994, net tax benefits of approximately
$3,700,000 and $4,300,000, respectively, relating primarily to net operating
loss carryforwards which may be realized in the future, are recorded as a
deferred tax asset, net of a valuation allowance in an equal amount. The
valuation allowance decreased by approximately $600,000 for the year ended
December 31, 1995 as a result of the utilization of net operating loss
carryforwards. Included in the tax benefit relating to net operating loss
carryforwards is a $1,033,000 benefit that will be charged to stockholder's
equity in the period in which that benefit is recognized.

7. Stock Options and Warrants

The number of shares of common  stock  reserved for issuance at December 31, 
1995 and 1994 was 2,577,500 and 2,591,500, respectively.

Nonqualified Stock Option Plan

HyTech has a nonqualified stock option plan whereby up to 500,000 shares may be
granted to employees, directors and consultants. The options may be granted at
prices greater than, less than or equal to the fair market value at the date of
grant and are exercisable at the date of grant and expire at various times up 
to ten years from the date of grant. Activity with respect to this plan is as 
follows:

<TABLE>
<CAPTION>
                                                                               Number of       Option Price
                                                                                Options          Per Share
                                                                              ----------      --------------
<S>                                                                           <C>            <C>

Outstanding at December 31, 1992                                                 390,000      $.875 to $1.00
     Stock options exercised                                                    (250,000)          .875
                                                                              ----------
Outstanding at December 31, 1993    
     Stock options exercised                                                    (140,000)      .875 to 1.00
                                                                              ----------
Outstanding at December 31, 1995 and 1994                                            -0-
                                                                              ----------
                                                                              ----------
</TABLE>
                                                                               
At December 31, 1995, there were no options available for grant under this plan.
The options that were exercised under the above plan in fiscal 1994 and 1993
resulted in proceeds of $123,750 and $218,750, respectively.

       
                 Hydron Technologies, Inc. and Subsidiaries

              Notes to Consolidated Financial Statements (continued)



7. Stock Options and Warrants (continued)

Incentive Stock Option Plan
                                                                               
HyTech has an Employee Incentive Stock Option Plan covering a maximum of
1,000,000 shares of common stock. Options granted under the plan are exercisable
at prices equal to the fair market value of the shares at the date of grant,
except that options granted to persons owning 10% or more of the outstanding
common stock carry an exercise price equal to 110% of the fair market value at
the date of grant. Options are exercisable by each optionee according to the
terms contained in each option and expire five to ten years after the date of
grant. Activity with respect to this plan is as follows:

<TABLE>
<CAPTION>

                                                                               Number of       Option Price
                                                                                Options          Per Share
                                                                               ---------       -------------
<S>                                                                           <C>             <C>

Outstanding at December 31, 1992                                                 402,500       $.75 to $2.56

    Stock options granted                                                         70,000           1.58
    Stock options exercised                                                     (180,000)      .825 to 2.56
                                                                               ---------
Outstanding at December 31, 1993                                                 292,500        .75 to 2.56
    Stock options exercised                                                     (292,500)       .75 to 2.56
                                                                               ---------
Outstanding at December 31, 1995 and 1994                                            -0-
                                                                               ---------
                                                                               ---------
</TABLE>
                                                                               
At December 31, 1995 there were no options available for grant under this plan.
The options under the above plan that were exercised in fiscal 1994 and 1993
resulted in proceeds of $377,789 and $227,024, respectively.

1989 Stock Option Plan

Under the 1989 Stock Option Plan, HyTech may grant incentive stock options,
nonqualified stock options and/or stock appreciation rights to key employees,
officers, directors and consultants of HyTech, and its present and future
subsidiaries to purchase an aggregate of 1,000,000 shares of HyTech's common
stock. Activity with respect to this plan is as follows:




                   Hydron Technologies, Inc. and Subsidiaries

              Notes to Consolidated Financial Statements (continued)



7. Stock Options and Warrants (continued)

1989 Stock Option Plan (continued)

<TABLE>
<CAPTION>

                                                                               Number of       Option Price
                                                                                Options          Per Share
                                                                               ---------     ---------------
<S>                                                                           <C>           <C>

Outstanding at December 31, 1992                                                 603,500      $.619 to $1.50
    Stock options granted                                                         50,000           2.50
    Stock options exercised                                                     (403,500)      .619 to .825
                                                                               ---------
Outstanding at December 31, 1993                                                 250,000        .75 to 2.50
    Stock options exercised                                                     (175,000)       .75 to 1.50
                                                                               ---------
Outstanding at December 31, 1994                                                  75,000       1.438 to 2.50
    Stock options granted                                                          2,000       3.00 to 4.00
    Stock options expired                                                         (1,000)          4.00
                                                                               ---------
Outstanding at December 31, 1995                                                  76,000       1.438 to 3.00
                                                                               ---------
                                                                               ---------  

</TABLE>

                                                                               
These options expire five years from the date of the grant and all outstanding
options are exercisable at December 31, 1995. There were 9,500 options available
for grant under this plan at December 31, 1995. The options that were exercised
under the above plan in fiscal 1994 and 1993 resulted in proceeds of $164,250
and $281,324, respectively.

1993 Stock Option Plan

During 1993, HyTech adopted the 1993 Stock Option Plan. Under the 1993 Stock
Option Plan, HyTech may grant incentive stock options, nonqualified stock
options and/or stock appreciation rights to key employees, officers, directors
and consultants of HyTech to purchase an aggregate of 1,000,000 shares of
HyTech's common stock. Activity with respect to this plan is as follows:

<TABLE>
<CAPTION>

                                                                               Number of       Option Price
                                                                                Options          Per Share
                                                                               ---------     ----------------
<S>                                                                           <C>           <C>

Outstanding at December 31, 1993                                                       -             -
  Stock options granted                                                          250,000     $2.625 to $4.125

                                                                               ---------
Outstanding at December 31, 1994                                                 250,000      2.625 to 4.125
  Stock options granted                                                          207,500      2.285 to 5.00
                                                                               ---------
Outstanding at December 31, 1995                                                 457,500      2.285 to 5.00
                                                                               ---------
                                                                               --------- 

</TABLE>


                   Hydron Technologies, Inc. and Subsidiaries

              Notes to Consolidated Financial Statements (continued)


7. Stock Options and Warrants (continued)

1993 Stock Option Plan (continued)

These options expire five years from the date of the grant. At December 31,
1995, a total of 427,500 of these options are exercisable and there were 542,500
options available for grant under this plan.

1993 Nonemployee Director Stock Option Plan

During 1993, HyTech adopted the 1993 Nonemployee Director Stock Option Plan.
Under this plan, HyTech may grant stock options to nonemployee directors of
HyTech to purchase an aggregate of 250,000 shares of HyTech's common stock. Each
nonemployee director shall be granted an option to purchase 10,000 shares of
HyTech's common stock on each September 1st throughout the term of this plan at
exercise prices equal to the fair market value of HyTech's common stock on the
date of the grant, but in no event less than $2.50 per share. Activity with
respect to this plan is as follows:

<TABLE>
<CAPTION>

                                                                               Number of       Option Price
                                                                                Options          Per Share
                                                                               ---------       ------------
<S>                                                                            <C>            <C>
    
Outstanding at December 31, 1993                                                  40,000          $ 2.50
  Stock options granted                                                           40,000           5.688
  Stock options exercised                                                        (20,000)          2.50
                                                                               --------- 
Outstanding at December 31, 1994                                                  60,000      2.50 to 5.6875
  Stock options granted                                                           60,000      3.219 to 4.781
                                                                               ---------
Outstanding at December 31, 1995                                                 120,000       2.50 to 5.688
                                                                               --------- 
                                                                               --------- 
</TABLE>


These options expire five years from the date of the grant and all outstanding
options are exercisable at December 31, 1995. There were 110,000 options
available for grant under this plan at December 31, 1995. The options that were
exercised under the above plan in fiscal 1994 resulted in proceeds of $50,000.



                   Hydron Technologies, Inc. and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


7. Stock Options and Warrants (continued)

Other Options and Warrants

HyTech has agreements with several consultants who are to provide financial,
business and technical advice to HyTech in connection with the research,
development, marketing and promotion of its products and other matters. In
exchange, these consultants were granted warrants and nonqualified stock 
options to purchase shares of HyTech's common stock at prices representing 
the fair market value of the shares at the date of grant. Activity with 
respect to options and warrants granted to these consultants is summarized 
below:

<TABLE>
<CAPTION>

                                                                               Number of
                                                                               Options/            Price
                                                                               Warrants          Per Share
                                                                               ---------     ----------------

<S>                                                                           <C>           <C>

Outstanding at December 31, 1992                                               1,364,000      $.813 to $3.00
    Stock options granted                                                        960,000       1.44 to 2.50
    Stock options exercised                                                     (497,000)      .813 to 2.50
                                                                               --------- 
Outstanding at December 31, 1993                                               1,827,000        .813 to 3.00
    Stock options and warrants granted                                           105,000       2.50 to 4.625
    Stock options exercised                                                     (657,000)      .813 to 2.50
                                                                               ---------
Outstanding at December 31, 1994                                               1,275,000       .938 to 4.625
    Stock options granted                                                         10,000           5.00
    Stock options exercised                                                      (23,000)      .938 to 1.50
                                                                               ---------
Outstanding at December 31, 1995                                               1,262,000      1.375 to 4.625
                                                                               ---------
                                                                               ---------
</TABLE>  

The options and warrants outstanding at December 31, 1995 generally expire two

to five years after the date of grant. At December 31, 1995, all outstanding
options and warrants are exercisable, except for warrants to purchase 
300,000 shares of common stock of HyTech granted to QVC at an exercise price 
of $2.50 per share. These warrants are exercisable based on QVC meeting 
certain purchase commitments through July 31, 1996.

The options under this plan that were  exercised in fiscal 1995,  1994 and
1993   resulted in proceeds of $28,875,  $992,811 and $708,751, respectively.



                   Hydron Technologies, Inc. and Subsidiaries

              Notes to Consolidated Financial Statements (continued)


8. Commitments

HyTech leases office and warehouse space under noncancelable lease agreements
which expire in August 2001 and September 2000, respectively. At December 31,
1995, the future minimum rental payments due under such noncancelable leases 
are as follows:

<TABLE>
<CAPTION>

                                   <S>                                               <C>
                                    1996                                              $   225,120
                                    1997                                                  265,855
                                    1998                                                  136,166
                                    1999                                                   85,048
                                    2000                                                   86,861
                                    Thereafter                                             59,176
                                    ----------                                        -----------
                                                                                        $ 858,226
                                                                                      -----------
                                                                                      -----------
</TABLE>

The warehouse lease agreement required a deposit of approximately $385,000 that
will be utilized to pay rent and certain expenses during the last half of the
lease term. Rent expense was approximately $98,000, $39,000 and $40,000 in 1995,
1994 and 1993, respectively.

HyTech has employment agreements with three executive officers, providing for
their continued employment through August 31, 2004. The combined current annual
salaries are approximately $553,000 with annual increases of the greater of 5%
per year or the annual increase in the CPI, and may also be increased at the
discretion of the Board of Directors.



                                  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.

                                     HYDRON TECHNOLOGIES, INC.
                                     (Registrant)

                                     By:/s/ Harvey Tauman
                                     Harvey Tauman, President

                                     Date: March 26, 1996

        Pursuant to the requirements of the Securities 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:

By: /s/ Harvey Tauman                        By: /s/ Thomas G. Burns
    -----------------                            -------------------
Harvey Tauman,                               Thomas G. Burns
Chairman of the Board                        (principal financial
(principal executive officer)                and accounting officer)
Date: March 26, 1996                         Dated:  March 26, 1996


By: /s/ Richard Tauman                       By: /s/ Chaudhury M. Prasad
    ------------------                           -----------------------
Richard Tauman, Director                     Chaudhury M. Prasad, Director
Date: March 26, 1996                         Date: March 26, 1996


By: /s/ Frank Fiur                           By: ________________________
    --------------
Frank Fiur, Director                         Samuel M. Leb, M.D., Director
Date: March 25, 1996                         Date: March __, 1996


By: /s/ Nestor M. Cardero                    By: /s/ Joseph A. Caccamo
    ---------------------                        ---------------------
Nestor M. Cardero, Director                  Joseph A. Caccamo, Director
Date: March 25, 1996                         Date: March 28, 1996

By: /s/ Richard Banakus                      By: ______________________
    -------------------
Richard Banakus, Director                    Hugues Lamotte, Director
Date: March 27, 1996                         Date: March __, 1996





                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                       
                               EXHIBIT INDEX TO
                              REPORT ON FORM 10-K

(Mark One)
/X/      Annual Report  Pursuant to Section 13 or 15(d) of the Securities 
Exchange Act of 1934 for the fiscal year ended December 31, 1995 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 Number 0-6333

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

         New York                                             13-1574215
(State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                          Identification No.)

1001 Yamato Road, Boca Raton, Florida                      33431
(Address of principal executive offices)                (Zip Code)

      Registrant's telephone number, including area code: (407) 994-6191




         The following Exhibits are filed as a part of this Report:

         The following documents heretofore filed with the Commission are
incorporated by reference to HyTech's Annual Report on Form 10-K for the fiscal
year ended December 31, 1985:

Exhibit No. and Description

3.1      Restated  Certificate of  Incorporation of Dento-Med  Industries, 
Inc.  ("Dento-Med"),  as Filed with the Secretary of State of New York on 
March 4, 1981 (filed therein as Exhibit 3.1).

         The following document heretofore filed with the Commission is
incorporated by reference to HyTech's Annual Report on Form 10-K for the
fiscal year ended December 31, 1986:

Exhibit No. and Description

4.0      Non-Qualified Stock Option Plan (filed as Exhibit  4.0 therein).

         The following document heretofore filed with the Commission is
incorporated by reference to HyTech's Annual Report on Form 10-K for the fiscal
year ended December 31, 1987:

Exhibit No. and Description

3.2      By-laws of HyTech, as amended March 17, 1988 (filed therein as
Exhibit 3.2).

4.1      Incentive Stock Option Plan, as amended January 2, 1987 (filed as
Exhibit 4.1 therein).


         The following documents heretofore filed with the Commission are
incorporated by reference to HyTech's Annual Report on Form 10-K for the fiscal
year ended December 31, 1988:

Exhibit No. and Description

3.3      Certificate of Amendment of the Restated Certificate of Incorporation
of Dento-Med, as filed with the Secretary of State of the State of New York on
November 14, 1988 (filed therein as Exhibit 3.2).

10.6     Indemnification Agreement dated September 23, 1988 between Dento-Med
and Harvey Tauman (filed therein as Exhibit 10.8).

10.7     Indemnification Agreement dated September 23, 1988 between Dento-Med
and Ilene Tauman (filed therein as Exhibit 10.9).

10.8     Indemnification Agreement dated September 23, 1988 between Dento-Med
and Frank Fiur (filed therein as Exhibit 10.10).

10.9     Indemnification  Agreement  dated  September  23, 1988 between 

Dento-Med  and  Chaudhury M. Prasad (filed therein as Exhibit 10.11).


         The following document heretofore filed with the Commission is
incorporated by reference to HyTech's Current Report on Form 8-K (date of
event--November 30, 1989):

Exhibit No. and Description

10.10   Agreement between Dento-Med and National Patent dated November 30,
1989 (filed as Exhibit 10.1 therein).


         The following documents heretofore filed with the Commission are
incorporated by reference to HyTech's Annual Report on Form 10-K for the fiscal
year ended December 31, 1989:

Exhibit No. and Description

4.2      1989 Stock Option Plan (filed as Exhibit 4.2 therein).

10.11    Indemnification  Agreement  between  Dento-Med and Samuel M. Leb, 
M.D.  dated May 9, 1989 (filed as Exhibit 10.11 therein).

10.12    Indemnification  Agreement  between  Dento-Med and Richard Tauman dated
May 19, 1989 (filed as Exhibit 10.12 therein).


         The following documents heretofore filed with the Commission are
incorporated by reference to HyTech's Annual Report on Form 10-K for the fiscal
year ended December 31, 1991:

Exhibit No. and Description

10.13    Indemnification  Agreement  dated as of January 14, 1992 between 
Dento-Med  and Joseph A. Caccamo  Attorney at Law, P.C. (filed as Exhibit
10.13 therein).


         The following documents heretofore filed with the Commission are
incorporated by reference to HyTech's Annual Report on Form 10-K for the fiscal
year ended December 31, 1992, and filed therein as the same exhibit number,
unless otherwise noted:

Exhibit No. and Description

4.3      Stock Option Agreement and Consulting Agreement between HyTech and
John T. Boone dated January 30, 1992.

4.4      Stock Option Agreement between HyTech and DTR Associates Limited
Partnership dated March 9, 1992.

4.7      Stock Option Agreement between HyTech and DTR Associates Limited
Partnership dated September 15, 1992.


         The following documents heretofore filed with the Commission are
incorporated by reference to HyTech's Current Report on Form 8-K (date of report
December 6, 1993), as amended by the Form 8 Amendment no. 1 to such Current
Report, and filed therein as the same exhibit number, unless otherwise noted:

Exhibit No. and Description

4.9      Warrant  Purchase  Agreement,  together with Series A and Series B
Warrants,  dated  December 6, 1993,  between QVC Network, Inc. and Hydron
Technologies, Inc., filed as exhibit no. 4.3 therein.(1)

10.23    License Agreement dated December 6, 1993 between QVC Network, Inc. and
Hydron Technologies, Inc.(1)

         The following documents heretofore filed with the Commission are
incorporated by reference to HyTech's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993, and filed therein as the same exhibit number,
unless otherwise noted:

------------------ 

(1) Filed in excised form, as confidential treatment has been granted for
certain portions thereof.


Exhibit No. and Description

3.4      Certificate of Amendment of the Restated Certificate of Incorporation
of Dento-Med, as filed with the Secretary of State of the State of New York on
July 30, 1993.

4.10     1993 Nonemployee Director Stock Option Plan.

10.24    Amended and Restated Employment Agreement between Dento-Med and Harvey
Tauman dated May 13, 1993.

10.25    Amendment to Amended and Restated Employment Agreement between HyTech
and Harvey Tauman dated December 20, 1993.

10.26    Amended and Restated Employment Agreement between Dento-Med and
Chaudhury M. Prasad  dated May 13, 1993.

10.27    Indemnification Agreement dated April 22, 1993 between HyTech and
Nestor Cardero.

10.28    Indemnification Agreement dated November 16, 1993 between HyTech and
Karen Gray.

10.30    Agreement among HyTech, Jill International, Inc. and John Charles
Revson dated November 16, 1993.

         The following document heretofore filed with the Commission is
incorporated by reference to HyTech's Current Report on Form 8-K (date of
report January 21, 1995), and filed therein as the same exhibit number, unless
otherwise noted:

Exhibit No. and Description

10.31    Letter Agreement among QDirect, Inc., Hydron Direct, Inc. and DTR
Associates dated January 17, 1995


         The following documents heretofore filed with the Commission are
incorporated by reference to HyTech's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994, and filed therein as the same exhibit number,
unless otherwise noted:




Exhibit No. and Description

10.33    Consulting  Agreement made effective as of the 1st day of April, 
1994 between Hydron  Technologies,  Inc. and The Pink Jungle, Inc.

10.35    Employment  Agreement  dated the 16th day of  September,  1994  between
and Hydron  Technologies,  Inc.  and Richard Tauman

10.36    Letter  Agreement  dated  December  22,  1994 among  Hydron 

Technologies,  Inc.,  Roy  Reiner  and  Chemaid Laboratories, Inc.

10.37    Indemnification Agreement dated February 21, 1995 between and Hydron
Technologies, Inc. and Thomas G. Burns




                 The following exhibits are filed herewith:

Exhibit No. and Description

10.38    Lease for 1001 Yamato Road, Suite 403, Boca Raton, FL
between PFRS Yamato Corp. and Hydron Technologies, Inc.
dated May 8, 1995

10.39    First Amendment to Lease for 1001 Yamato Road, Suite 403,
Boca Raton, FL between PFRS Yamato Corp. and Hydron
Technologies, Inc. dated September 15, 1995

10.40    Agreement for use and occupancy of portion of 5 East Building,
95 Mayhill Street, Saddle Brook NJ, between Chemaid Laboratories,
Inc. and Hydron Technologies, Inc. dated February 9, 1996

10.41    Depository Agreement between Chemaid Laboratories, Inc.
and Hydron Technologies, Inc. dated February 9, 1996

10.42    Consulting Agreement between Charles Fox Associates, Inc.
and Hydron Technologies, Inc. dated February 5, 1996

11       Statement re: Computation of Earnings Per Share

21       Subsidiaries of the Registrant

23.1     Consent of Ernst & Young, LLP, Independent Certified
Public Accountants