SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

                           FORM 10KSB
(Mark One)
       ANNUAL REPORT PURSUANT  TO  SECTION 13 OR 15(d) OF
   X   THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
       For the fiscal year ended March 31, 1997

                                OR
       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
       OF THE SECURITIES EXCHANGE ACT  OF  1934  [NO FEE
       REQUIRED]

       For the transition period from         to        

                    Commission File No.  0-17629

               ADM TRONICS UNLIMITED, INC.                        
          (Name of Small Business Issuer in its Charter)

       Delaware                            22-1896032         
(State  or Other Juris-            (I.R.S.  Employer Identifi-
diction of Incorpora-              cation Number)
tion or Organization)

224-S Pegasus Avenue, Northvale, New Jersey   07647            
(Address of Principal Executive Offices)     (Zip Code)

Issuer's Telephone Number      (201)  767-6040 


Securities Registered under Section 12(b) of the Act:

                               NONE

Securities Registered under Section 12(g) of the Act:

                  Common Stock, $.0005 par value
<PAGE>
Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12
months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to the filing
requirements for at least the past 90 days:

               YES   X                  NO      

Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no
disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.       X       

State issuer's revenues for its most recent fiscal year  

                            $1,572,677

     
State the aggregate market value of the voting stock held by non-affiliates 
computed by reference to the price at which the stock
was sold, or the average bid and asked prices of such stock, as of
a specified date within the past 60 days prior to the date of
filing:

            Approximately $7,600,000 as of June 25, 1997
                                 
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:

     42,474,907 shares of Common Stock, $.0005 par value 
                       as of June 25, 1997

If the following documents are incorporated by reference, briefly
describe them and identify the Part of the Form 10-KSB (e.g., Part
I, Part II, etc.) into which the document is incorporated:  (1) Any
annual report to security holders; (2) Any proxy or information
statement; and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933:

                          Not Applicable

Transitional Small Business Disclosure Format (check one):

               YES                      NO   X 
          <PAGE>
Item 1.   Description of Business

     ADM Tronics Unlimited, Inc. (the "Company"), was organized
under the laws of the State of Delaware on November 24, 1969.
          Sonotron Technology      

     Dr. Alfonso Di Mino, while employed by the Company, conceived
and developed a technique pursuant  to which a subject being
treated is exposed to a corona discharge beam generated by
combining audio and radio frequency waves (the "Sonotron
Technology").  The Sonotron Technology is the subject of a United
States Patent (the "Di Mino U.S. Patent") granted in 1987 to Dr. Di
Mino entitled, "Corona Discharge Thermotherapy Technique".  Dr. Di
Mino assigned to the Company the Di Mino U.S. Patent without any
consideration therefrom.  There are no arrangements, understandings
or agreements whereby Dr. Di Mino will be provided with any
consideration in the future with respect to the Di Mino U.S.
Patent.  Foreign Patent applications bearing the same title and
corresponding to the Di Mino U.S. Patent have been issued as
follows: 

          European Patent Office - (United Kingdom, West Germany,
          France, Sweden, Switzerland, Italy and Holland).

          Brazil.

          Japan.

     The Company has utilized the Sonotron Technology to develop
Sonotron Devices which are designed to treat subjects suffering
from the pain of osteoarthritis and inflammatory joint conditions.

     The Company commissioned the Instrumentation Systems Center of
the University of Wisconsin-Madison (the "ISC") to monitor a study
of the Sonotron Device which are for human application to evaluate
its effect on the knee joint in subjects with osteoarthritis and
inflammatory joint conditions.  The purpose of the study was to
gather data to submit to the United States Food and Drug
Administration (the "FDA").  The study was conducted at five
regional centers on 98 human subjects during 1987 and 1988.  Data
were analyzed by an analysis on non-parametric measures to compare
the relative responses of the randomly assigned control and treated
subjects.  ISC, in a report dated July 18, 1988, found that two of
the ten data sets showed a high probability that the subjects'
assessment of pain one week after administration was reduced in the
treated, relative to the untreated, subjects.  ISC further found,
with respect to two additional data sets, that certain other data
suggested a trend of improvement one week after administration in
the treated, relative to the untreated, subjects, but with lower
probability.  None of the 98 subjects in the study reported adverse
reactions to the administration of the Sonotron Technology which
were deemed significant or long lasting.

     The Company believes that the Sonotron Technology can be
utilized to reduce lameness in both thoroughbred and standardbred
horses.  In this connection, the Company commissioned the School of
Veterinary Medicine of the University of Wisconsin-Madison (the
"SVM") to gather data which would confirm the effectiveness of the
Sonotron Device on horses.  In a report dated December 10, 1987,
the SVM concluded that the evidence from its experiments indicated 
that treatment with a Sonotron Device designed for veterinary use
had a significant effect in reducing the level of lameness in
ponies which had arthritis experimentally induced and as the degree
of arthritic changes increased, the reduction in lameness was more
dramatic and became statistically more significant.  The SVM
further found that there is statistical evidence that the therapy
had a beneficial effect on the level of joint motion in the
arthritic ponies and resulted in reduced joint swelling in ponies
with severe arthritis.  A significant reduction occurred in the
degree of joint changes seen radiographically in the ponies with
severe arthritis and in the milder cases of arthritis treated with
low doses of the therapy.  The SVM further reported that there were
significant reductions in the severity of the growth of
pathological lesions seen in ponies with mild arthritis which
received low doses of therapy and that a trend appears to exist
toward seeing reduced severity of lesions in ponies which had a
severe degree of arthritis and were treated with a Sonotron Device
designed for veterinary use.  No differences in the degree of
histopathological changes were noted between the treated ponies and
the untreated ponies with mild or severe arthritis.  The SVM did
not arrive at any conclusions with respect to whether treatment
with a Sonotron Device designed for veterinary use has a beneficial
effect upon chronic degenerative joint disease in a horse and
whether such treatment will be effective upon naturally occurring
cases of equine degenerative joint disease.  The Company has
conducted preliminary tests utilizing a Sonotron Device designed
for veterinary use on several race horses.  Significant further
testing will be required to determine whether or not the
administration of the Sonotron Technology to race horses will prove
beneficial and support the establishment of a viable market.

     The Company has granted to each of Sonotron Medical Systems,
Inc. ("SMI") and VET Sonotron Systems, Inc. ("VET") a royalty-free,
worldwide, exclusive, irrevocable license to the Di Mino U.S.
Patent, the foreign patent applications and the Sonotron
Technology.  The license granted to SMI permits SMI to manufacture,
to have manufactured and to sell apparatus utilizing the Sonotron
Technology exclusively in connection with human medical
applications thereof (the "SMI License").  The SMI License provides
that future improvements or discoveries relating to the Sonotron
Technology, if any, which are made by Dr. Di Mino or any other
officer or employee of the Company or any affiliates thereof,
whether or not patentable, and applicable to human medical
applications, are to be included in the SMI License. The license
granted to VET is substantially identical in its terms to that of
the SMI License, except that the use of the Sonotron Technology by
VET is limited exclusively to veterinary applications. SMI and VET
are majority owned subsidiaries of the Company.

     The Company acts as a sublicensee of SMI for the purpose of
manufacturing Sonotron Devices.  The Company has agreed to
manufacture Sonotron Devices to be used for human medical
applications at the Company's cost plus ten percent.

     The  Company has been registered by the FDA as a Registered
Medical Device Establishment for the manufacture of Sonotron
Devices.  Such registration is renewable annually and although the
Company does not believe that the registration will not be renewed
annually by the FDA, there can be no assurance of such renewal. 
Any failure to obtain an annual renewal could be expected to have
a material adverse effect on the Company.

     In March 1989, in response to a Pre-Market Notification filed
by the Company with the FDA, the FDA notified the Company that the
Sonotron Device, under the FDA's standards, is not substantially
equivalent to certain medical device marketed in interstate
commerce prior to May 28, 1976. In March 1991, a further Pre-Market
Notification was filed with the FDA on behalf of the Company with
respect to the then current model of the Sonotron Devices which
Notification was subsequently voluntarily withdrawn by the Company. 
The Company intends to refile a Pre-Market Notification accompanied
by additional data.  In the event that Sonotron Devices cannot be
marketed pursuant to a Pre-Market Notification, the Company will be
required to obtain an approved Pre-Market Approval Application
("PMA") from the FDA before the Sonotron Devices can be marketed in
the United States for commercial distribution in connection with
human applications.  The FDA advised the Company that its
determination with respect to the initial Pre-Market Notification
was based upon (a) the new intended use of applying superficial
heat at non-therapeutic temperatures for the treatment of
osteoarthritis, and (b) new types of safety and effectiveness
questions that are raised by the new technological characteristics
of the Sonotron Devices when compared to certain devices marketed
before May 28, 1976.

     The FDA permits companies to begin to recoup certain expenses
by charging others for use of medical machines, provided that the
use of such machines does not constitute a commercial distribution
thereof.  Accordingly, the Company is permitted to maintain a
clinic and treatment center utilizing Sonotron Devices, but may not
advertise or otherwise promote Sonotron Devices as being safe and
effective for their intended use.  In order to generate revenues
from the Sonotron Devices and to gather information in support of
a PMA which may be filed by the Company, in April 1989 the Company
opened a clinic for the treatment of pain.  The clinic consisted of
approximately 1,200 square feet of space in the Company's premises
in Northvale, New Jersey.  The Company's clinic did not realize any
significant revenues and was closed in 1991. Three additional
clinics have been opened beginning in 1992, none of which has
produced any significant revenues. 

     In 1991, SMI appointed a Canadian company as its sole and
exclusive distributor in Canada of the Sonotron Devices.  Because
the Canadian company was unable to obtain approval of the Quebec
Association of Physicians and Surgeons in order for Sonotron
Devices to be utilized in Quebec for the treatment of pain and
decreased function associated with inflammatory diseases prior to
a mutually agreed upon date, the Distribution Agreement between SMI
and such company terminated.

     In 1991 SMI entered into an agreement with Arthronix, Inc.
("Arthronix") which, as subsequently amended, provided that
Arthronix shall become the sole and exclusive distributor of
Sonotron Devices in substantially all of the United States and all
other countries exclusive of Austria, Canada, Germany and
Switzerland for a maximum period of 19 years (the "Arthronix
Distribution Agreement"). The exclusive distributorship with
respect to the United States was not to commence unless the FDA
approved a PMA with respect to the Sonotron Devices or the Sonotron
Devices could be marketed pursuant to a Pre-Market Notification,
and the obligation of Arthronix under the Arthronix Distribution
Agreement with respect to Sonotron Devices to be used in the United
States was subject to the occurrence of either of such events. As
a result of the settlement of litigation between SMI and Arthronix,
the Arthronix Distribution Agreement was cancelled in November
1993.

     In August 1993 the Company entered into an agreement (the
"1993 Distribution Agreement") with Arthronix and a Japanese
corporation (the "Japanese Distributor") pursuant to which, on
behalf of the Company, Arthronix granted the Japanese Distributor
the exclusive right to sell and distribute the Sonotron Device
within Japan for a one year period. The Japanese Distributor has
represented to SMI that the Japanese Distributor has received all
necessary government approvals to import, sell, distribute and use
the Sonotron Device in Japan.  Arthronix has received a commission
in connection with the sales to the Japanese Distributor. The 1993
Distribution Agreement terminated in accordance with its terms in
August 1994. In June 1995, the Company appointed the Japanese
Distributor as the exclusive distributor of Sonotron Devices in
Japan, Singapore and Malaysia.

     Reference is made to Note 4 of Notes to Consolidated Financial
Statements and the response to Item 3 hereof.

     Subsequent to the termination of the Arthronix Distribution
Agreement, SMI has sold additional Sonotron Devices in Belgium,
Brazil, Chile, France, Germany, Israel, Italy, Lebanon, Mexico and
South Africa. Unlike the sales to the Japanese Distributor, the
Sonotron Devices delivered to the purchasers in the foregoing
countries included a limited number of dosages ("Treatment Units")
by means of a telephone connection. Any additional Treatment Units
will be sold by SMI.

     In 1992, SMI granted to Advent Medical Technology, Inc.
("AMT") the exclusive right to manage clinics in certain counties
in Florida which, if opened, would utilize Sonotron Devices for
human medical purposes. At such time, if any, that the United
States Food and Drug Administration permits marketing of Sonotron
Devices, AMT would have the right to purchase any such clinics from
SMI and to be the exclusive distributor of Sonotron Devices within
the eight counties. At the same time, VET granted to AMT the
exclusive right to use, distribute or sublicense the use of
Sonotron Devices designed for veterinary use solely for veterinary
use in Florida. The response to Item 5 of the Company's Current
Report on Form 8-K dated June 9, 1992 is hereby incorporated by
reference.  The Company does not believe that AMT has sufficient
resources to manage any clinics. There can be no assurance that any
such clinics which the Company may open will be successful or that
the results of the treatment of human subjects with the Sonotron
Devices will be favorable or will support the Company's PMA.

     The Company intends to use data obtained from clinics
utilizing the Sonotron Device as well as additional data it may
obtain from others in the Company's PMA, if filed, at the time the
PMA is filed with the FDA.  There can be no assurance that the
Company will obtain sufficient data in the foreseeable future, if
at all, to file a PMA or that any data theretofore or thereafter
obtained by the Company will be satisfactory or will be sufficient
to support the Company's PMA.  The Company does not intend to make
any material changes to the Sonotron Devices nor have any such
changes been made since the completion of the research and
development.  In the event that Sonotron Devices cannot be marketed
pursuant to a Pre-Market Notification and the data obtained by the
Company are not favorable or, for any other reason, the Company's
PMA is not filed or, if filed, is not approved by the FDA, neither
the Company nor SMI will be able to market the Sonotron Devices in
the United States to others in connection with human applications,
other than for research purposes. Under such circumstances, it is
probable that the Sonotron Devices will not be able to be marketed
with respect to human applications thereof in many foreign
countries.

     During the Company's fiscal years ended March 31, 1996 and
1997, other than the regular compensation paid by the Company to
its executive officers, the Company did not spend any appreciable
amounts on testing, application, clinical studies and some company-sponsored 
research and development activities in connection with
the Sonotron Technology and other activities determined in
accordance with generally accepted accounting principles. During
such years no amounts were spent on customer-sponsored research and
development activities relating to the development of new products,
services or techniques or the improvement of any of the foregoing.

     Dr. Di Mino has developed a device which utilizes the Sonotron
Technology to non-invasively treat neural-cerebral conditions (the
"NCCD Device").  The NCCD Device is a non-invasive electronic
therapy device which is designed to emit certain radio and audio
waves at prescribed power outputs to a patient's brain and spinal
cord.  The NCCD Device is in the prototype stage.  Limited initial
preliminary tests on human subjects on a non-controlled basis
appear to indicate that treatment with the NCCD Device has a
beneficial effect on the symptoms related to certain neural-cerebral 
disorders. The results ranged from minor improvement in
certain limited symptoms to dramatic overall improvements. Based
upon such results, subject to obtaining sufficient capital, the
Company intends to conduct extensive controlled clinical studies of
the NCCD Device. Testing involves applying radio and audio waves to
the patients' spinal cords and cerebrum on a weekly basis for
several weeks to small groups of patients having cerebral palsy,
multiple sclerosis and Parkinson's Disease. 

     In order to commercially exploit the NCCD Device, the Company
must successfully conduct significant engineering and design work. 
Such work includes the design and manufacture of a pre-production
model and the production of approximately 40 similar units for use
in the proposed clinical studies.  If the clinical studies
establish the efficacy of the NCCD Device, the Company intends to
seek FDA approval of the NCCD Device.  The Company also plans to
file applications for certain foreign and domestic patents in
connection with the NCCD Device. There can be no assurance that any
clinical studies of the NCCD Device will yield successful results
or that FDA approval will be obtained. The Company believes that
the cost of clinical studies and the engineering and design work
will be approximately $2,000,000 and the completion of such studies
will occur not earlier than January 1999, if at all. Because the
company does not presently have sufficient funds to complete such
tests and studies, the Company has sought and will continue to seek
financing for such purposes. There can be no assurance that the
Company will be able to obtain such financing on terms not
unfavorable to the Company, if at all.

     The manufacture, distribution and sale of medical devices and
equipment designed to relieve the suffering of pain in subjects
having osteoarthritis is highly competitive and substantially all
of the Company's competitors possess greater experience, financial
resources, operating history and marketing capabilities than does
the Company.  There can be no assurance that the Company will be
able to effectively compete with any or all of the foregoing on the
basis of product, effectiveness, price, service or otherwise.

     During the fiscal year ended March 31, 1997, one customer 
accounted for more than 10% of the Company's net sales of medical
devices. Reference is made to Note 6 of Notes to Consolidated
Financial Statements. The termination of business relations with
any of the Company's significant customers would have a material
adverse effect on the Company's business and the financial
condition of the Company.

     As of March 31, 1997, the dollar amount of backlog orders for
Sonotron Devices was not material.

          Chemical Products for Industrial Use

     The Company develops, manufactures and sells chemical products
to industrial users.  Such products consist primarily of the
following:

     1.   Water based primers and adhesives;

     2.   Water based coatings and resins for the printing and
          packaging industry;

     3.   Water based chemical additives; and

     4.   Cosmetic, medical and related adhesives and formulations.

     Water based primers and adhesives are chemical compounds used
to bind different plastic films.  Examples are the binding of
polyethylene to polyester, nylon, vinyl and cellophane. The
Company's products are similar in function to solvent based primers
that are widely used to bind plastic film, papers and foils. 
Solvent based systems have come under criticism since they have
been found to be highly pollutant, dangerous to health and
generally caustic in nature.  Based upon the Company's experience
since 1969, including information furnished to the Company by
certain of its customers, the Company believes that water based
systems have no known polluting effects and pose no known health
hazards.  There can, of course, be no assurance that any
governmental restrictions will not be imposed on the Company's
water based products or that such products will be accepted as
replacements for solvent based products.

     Coatings and resins for the printing industry are used to
impart properties to the printed substrate.  The Company's products
can be used to coat printed material for glossy or aesthetic appeal
to make such material virtually impervious to certain types of
grease and to impart other characteristics required or desired for
various products and specifications.

     Certain of the Company's chemical additives are used to impart
properties to inks and other chemical products used in the food
packaging and printing industries.  These additives are used for
their ability to improve the performance of such products.

     During the Company's fiscal years ended March 31, 1997, 1996
and 1995, sales of chemical based products accounted for
approximately 64%, 46% and 55% of operating revenues, respectively.
No contract exists with any of the Company's customers which would
obligate any customer to continue to purchase products from the
Company.

     During the fiscal year ended March 31, 1996, two customers
each accounted for more than 10% of the Company's net sales of
chemical products. Reference is made to Note 6 of Notes to
Consolidated Financial Statements. The termination of business
relations with any of the Company's significant customers would
have a material adverse effect on the Company's business and the
financial condition of the Company.  

     The Company purchases the raw materials used in the
manufacture of its chemical products from numerous sources.  The
Company believes that all necessary raw materials for its chemical
products are readily available and will continue to be so in the
foreseeable future.  The Company has never had, nor does it
anticipate experiencing, any shortages of such materials.  The raw
materials consist primarily of water, resins, elastomers and
catalysts.

     The Company generally maintains sufficient quantities of
inventories of its chemical products to meet customer demands. 
When orders are received by the Company for its chemical products,
the Company's customers require immediate shipment thereof. 
Accordingly, in order to satisfy its customers' needs, the Company
has maintained an inventory ranging, in dollar amounts, from 15% to
30% of sales of chemical products in the form of either raw
materials or finished goods.

     A majority of the Company's sales are distributed to customers
directly from the Company's location. Customers place purchase
orders with the Company and products are then shipped via common
carrier truck delivery on an "FOB shipping point" basis.  A portion
of the sales are accomplished through distributors who place
purchase orders with the Company for certain quantities of the
Company's chemical products which are shipped by common carrier to
their respective warehouses.  These stocking distributors then ship
product to the ultimate customer via common carrier from their
inventory of the Company's products.

     None of the Company's chemical products is protected by
patents, although the names of some of such products have been
protected by trademarks.  The Company does not believe that any
such trademarks are material to its business.

     As of March 31, 1997, the dollar amount of backlog orders for
the Company's chemical products believed by the Company to be firm,
was not material.

     The Company's chemical business is highly competitive and
substantially all of the Company's competitors possess greater
experience, financial resources, operating history and marketing
capabilities than does the Company.  The Company does not believe
that there are one or more dominant competitors in such industry. 
There can be no assurance that the Company will be able to
effectively compete with any or all of its competitors on the basis
of price, service or otherwise.  The Company cannot be considered
a significant factor with respect to the chemical products
industry.

     During the Company's fiscal years ended March 31, 1997 and
1996, the Company made no material expenditures with respect to
company-sponsored research and development activities relating to
its chemical business as determined in accordance with generally
accepted accounting principles other than a portion of the regular
salaries of its executive officers which may be allocated thereto. 
During such fiscal years the Company did not expend any funds on
customer-sponsored research and development activities with respect
thereto.

          The Tinnitus Device      

     Dr. Di Mino has developed an electronic device for the
treatment of Tinnitus (the "Tinnitus Device") which is presently in
the prototype stage. Tinnitus is a human medical condition which
manifests itself in a constant and annoying ringing in the ears.
The Tinnitus Device uses a probe that transmits a signal.  No
significant testing has been conducted using the Tinnitus Device.
In February 1997, Dr. Di Mino filed a patent application for a
United States patent with respect to the Tinnitus Device. Dr. Di
Mino has advised the Company that any patents issued to him in
connection with the Tinnitus Device will be assigned to the
Company. There can be no assurance that any patent will be used
therefor or that the Tinnitus Device will achieve its purpose or
that FDA approval can be obtained.    

          Other Products

     The Company has developed several cosmetic and pharmaceutical
products.  The Company has not realized any significant revenues
from such products and there can be no assurance that any such
products will account for significant revenues or any profits in
the future.  

     Although the Company believes that its proposed products can
be successfully marketed for over-the-counter use through one or
more entities representing numerous retail pharmacies and
otherwise, there can be no assurance that sales of such products
will be material or that the Company will be able to derive any
profits therefrom.

          Personnel

     On June 25, 1997, the Company employed eleven persons, three
of which are executive officers of the Company.  One employee was
employed by the Company on a part-time basis.

Item 2.   Properties

     The Company leases approximately 16,000 square feet of
combined office and warehouse space from an unaffiliated third
party. 

Item 3.   Legal Proceedings

     On May 10, 1996 Arthronix filed a demand for arbitration
against the Company, SMI, the Japanese Distributor and Validux. 
The matter is being conducted through the American Arbitration
Association of New York City. Arthronix has claimed commissions are
owed to it in the amount of $51,000 pursuant to the 1993
Distribution Agreement. Arthronix also asserted claims for a breach
of contract and a share of the proceeds on the sales of Sonotron
Devices in the Pacific Rim countries in the alledged amount of
at least $2,126,270. Arthronix further asserted claims for tortious 
interference and is seeking punitive and compensatory damages based upon an 
alleged failure to execute an extension of the 1993 Distribution Agreement
and fraudulent inducement in connection with the entering into of
the 1993 Distribution Agreement by Arthronix.

     On May 30, 1996 the Company, SMI and a wholly-owned subsidiary
of the Company (the "Subsidiary") instituted an action against Arthronix, 
Joseph P. Laico and James Bridges in the Superior Court of New Jersey, Bergen
County, Law Division.  The Plaintiffs are seeking to recover
approximately $615,000 from Arthronix based upon breaches of
settlement agreements by Arthronix. The Complaint also alleges that
the 1993 Distribution Agreement was entered into based upon
fraudulent misrepresentations of the individual defendants and that
all of the defendants tortiously interfered with the a contract
between the Company and the Japanese Distributor.  The Complaint
seeks multiple forms of relief including entry of judgment for the
breach of prior settlement agreements, unliquidated damages,
staying of the above described arbitration proceedings, a
declaratory judgment revoking the 1993 Distribution Agreement,
unliquidated compensatory damages, punitive damages, late fees,
interest and costs and other equitable relief. In 1997, judgements
aggregating approximately $355,000 and $369,000 were entered by
the Court in favor of SMI and the Subsidiary, respectively.  Two
motions filed by Arthronix to vacate the judgements have been
denied by the Court.  Arthronix has moved the Court to reconsider
in favor of SMI.

     Other than the foregoing there are no material pending or
threatened legal proceedings to which the Company or any of its
subsidiaries is a party or of which any of their property is the
subject or to the knowledge of the Company, any proceedings
contemplated by governmental authorities.

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

     Not Applicable.

                             PART II

Item 5.   Market for Common Equity and Related Stockholder
          Matters              
          
     (a)  Market Information

          (1)  The Company's Common Stock is principally traded in
the over-the-counter market.  The following table sets forth the
approximate range of high and low bid prices for the Company's
Common Stock for the Company's fiscal quarters indicated in which
such stock was regularly quoted. The quotations were obtained from
NASDAQ and reflect inter-dealer prices without retail mark-up,
mark-down or commission and may not necessarily represent actual
transactions.

Quarter Ended                      High Bid       Low Bid

June 30, 1995                      .22            .22       
September 30, 1995                 .31            .28             
December 31, 1995                  .18            .18  
March 31, 1996                     .47            .21  
June 30, 1996                      .56            .28         
September 30, 1996                 .40            .25  
December 31, 1996                  .40            .19
March 31, 1997                     .38            .25

Due to maintenance standards for companies seeking to maintain
their listing on NASDAQ, there can be no assurance that the Company
will be able to continue such listing.

     (b)  Holders

          On June 25, 1997 the Company's Common Stock was held by
approximately 760 holders of record.

     (c)  Dividends

          The Company has never paid any cash dividends on its
Common Stock and has no intention of paying cash dividends in the
foreseeable future.  The Company intends to retain any earnings it
may realize to finance its future growth.

Item 6.   Management's Discussion and Analysis or Plan of Operation

Results of Operations
Fiscal 1997 Compared to 1996

Revenues

Revenues were $1,574,855 in 1997 as compared to $1,839,006 in 1996
representing a decrease of $264,151 or 14%.  This decrease was the
result of reduced sales of Sonotron Devices in foreign countries
and increased sales to chemical customers. 

Gross Profit

Gross profit of $977,403 in 1997 was $258,991 or 21%, lower than
the gross profit of $1,236,394 for 1996.  Gross profit was 63% of
revenues in 1997 as compared to 67% of revenues in 1996.  The
moderate reduction in gross profit is related to the product mix of
sales with varying gross profit margins.

Operating Income (Loss)

Operating loss of ($36,930) in 1997 compared to operating income of
$244,289 in 1996 resulted from a reduction in gross profit coupled
with an increase in selling, general and administrative expenses.

Other Income, Net 

Other income of $63,682 in 1997 was $15,963 or 20% lower than other
income of $79,645 in 1996 due to a decrease in interest income from
lower amounts invested and at lower rates of return on amounts
invested. Additionally, the company had write downs of equity
securities available for sale of $20,000 in 1997 compared to
$279,000 in 1996.


Results of Operations
Fiscal 1996 Compared to 1995

Revenues

Revenues were $1,839,006 in 1996 as compared to $1,556,885 in 1995
representing an increase of $282,121 or 18%.  This increase was the
result of increased sales of Sonotron Devices in foreign countries
and increased sales to chemical customers. 

Gross Profit

Gross profit of $1,236,394 in 1996 was $151,251 or 14%, greater
than the gross profit of $1,085,145 for 1995.  Gross profit was 67%
of revenues in 1996 as compared to 70% of revenues in 1995.  The
moderate reduction in gross profit is related to the product mix of
sales with varying gross profit margins.  

Operating Income 

Operating income of $244,289 in 1996 was $175,806 or 25% increase
above the operating income of $68,483 in 1995.  This was primarily
the result of an increase in gross profit coupled with a decrease
in selling general and administrative expenses. Gross profits
increased by $151,251, and selling, general and administrative
expenses decreased by $24,555.  

Other Income, Net 

Other income of $79,645 in 1996 was $16,919 or 27% greater than
other income of $62,726 in 1996 due to an increase in interest
income from increased amounts invested but at lower rates of return
on amounts invested.  Additionally, the company charged $279,000 to
operations in 1996 resulting from declines in market value of
equity securities available for sale.



Liquidity and Capital Resources

At March 31, 1997 the Company had cash of $1,174,965 as compared to
$1,113,626 at March 31, 1996.  This increase is the result of cash
flows from investing activities offset by cash outflows from
operating activities.  Additionally, at March 31, 1997 the Company
had certificates of deposit and other liquid investments of
$107,000.

Operating Activities

The Company had reduced operating results due to lower
international sales of its medical electronic devices and an
increase in sales of its aqueous chemical products and an increase
in selling general and administrative expenses. 

Investing Activities

The Company received proceeds of $100,297 from matured treasury
notes and purchased property and equipment of $33,456.  The Company
also received $1,600 on repayments from loans to officers.

Financing Activities

In 1997 the Company did not have any cash flows from financing
activities.

The Company does not have any material sources of liquidity or
unused sources of liquid assets. 


Item 7.   Financial Statements




INDEPENDENT AUDITORS' REPORT


Board of Directors and Stockholders
ADM Tronics Unlimited, Inc. 
Northvale, New Jersey


We have audited the accompanying consolidated balance sheet of ADM Tronics 
Unlimited, Inc.and subsidiaries as of March 31, 1997, and the related 
consolidated statements of operations,changes in stockholders' equity, and 
cash flows for each of the two years in the period ended March 31, 1997. 
These financial statements are the responsibility of the Company'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 financial position of ADM 
Tronics Unlimited, Inc. and subsidiaries as of March 31, 1997, and the 
results of their operations and their cash flows for each of the two years 
in the period ended March 31, 1997, in conformity with generally accepted 
accounting principles. 



KAUFMAN, ROSSIN & CO.

Miami, Florida
June 6, 1997





















ADM TRONICS UNLIMITED, INC.
CONSOLIDATED BALANCE SHEET
MARCH 31, 1997

ASSETS
                                                                       
CURRENT ASSETS

  Cash and equivalent                      $1,174,965
  Certificate of deposit                      107,000


  Accounts receivable - trade,  
   net of allowance for doubtful 
   accounts of $5,000                         315,164
  Inventories:
   Raw materials and supplies                 130,543
   Finished goods - chemicals                  73,634
 Other current assets                          35,526

     Total current assets                   1,836,832



PROPERTY AND EQUIPMENT                         54,831

EQUIPMENT HELD FOR SALE OR LEASE, 
net of accumulated depreciation of $51,014    321,823

NOTE RECEIVABLE                                82,306

LOAN RECEIVABLE FROM OFFICER, 
bearing interest at 3% per annum               66,652

OTHER ASSETS                                  506,864

                                          $ 2,869,308






LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
 Accounts payable                      $      142,394
 Accrued expenses                              22,556
 Prepayments from customer                     69,293
     Total current liabilities                234,243


COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY                        2,635,065

                                      $     2,869,308


ADM TRONICS UNLIMITED, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED MARCH 31, 1997 AND 1996

                                              1997              1996

REVENUES
 Sales                                $    1,574,855      $  1,839,006
 Interest                                     63,682            79,645
   Total revenues                          1,638,537         1,918,651

COSTS AND EXPENSES
 Cost of sales                               597,452           602,612
 Selling, general and administrative       1,014,333           992,105
   Total costs and expenses                1,611,785         1,594,717


INCOME BEFORE UNREALIZED LOSS ON 
EQUITY SECURITIES AVAILABLE FOR SALE 
AND INCOME TAX BENEFIT                        26,752           323,934

UNREALIZED LOSS ON EQUITY SECURITIES 
 AVAILABLE FOR SALE                           20,000           279,000


INCOME BEFORE INCOME TAX BENEFIT               6,752            44,934

INCOME TAX BENEFIT                              -              153,000

NET INCOME                                $    6,752      $    197,934

WEIGHTED AVERAGE NUMBER OF COMMON
 AND EQUIVALENT SHARES OUTSTANDING        43,301,274        43,865,782

NET INCOME PER SHARE                      $   .0002       $    .005




ADM TRONICS UNLIMITED, INC.
CONSOLOIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
YEARS ENDED MARCH 31, 1997 AND 1996
          
           
                                                       Unrealized
                                                        Loss On
             Shares                                       Equity
         (150,000,000           Capital                 Securities
          Authorized;              in                   Available
            $.00005     Par     Excess of  Accumulated     for   
            Par Value)  Value   Par Value    Deficit       Sale     Total
BALANCES
 3/31/95   42,474,907  $21,237 $4,819,436  ($2,410,294) ($258,000) $2,172,379


Unrealized loss
 on equity
 securities
 available
 for sale charged
 to operations      -        -        -          -        258,000    258,000

Net income          -        -        -       197,934        -       197,934




BALANCES - 
 3/31/96    42,474,907  21,237  4,819,436 ( 2,212,360)        -    2,628,313

 Net income       -       -          -          6,752         -        6,752



BALANCES -
 3/31/97    42,474,907 $21,237 $4,819,436 ($2,205,608) $      -  $  2,635,065



ADM TRONICS UNLIMITED, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED MARCH 31, 1997 AND 1996


                                              1997              1996


CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income                                 $ 6,752          $ 197,934


 Adjustments to reconcile net income
  to net cash provided by (used in)
   operating activities:

   Depreciation and amortization             27,254             40,935
   Provision for losses on accounts
     receivable                                -                 8,766
   Unrealized loss on equity securities
   available for sale                         20,000           279,000
   Change in deferred revenue                (65,860)             -
   Changes in operating assets and
    liabilities:
     Accounts receivable - trade            (114,406)          159,280
     Inventories                             (14,274)            1,078
     Other current asset                     136,756          (121,289)
     Equipment held for sale or lease        141,677          (186,970)         
     Other assets                           (166,834)          (15,334)
     Accounts payable                         83,968           (80,982)
     Accrued expenses and prepayments
      from customer                          (60,525)          115,988
       Total adjustments                     (12,244)          200,472
         Net cash provided by (used in)
          operating activities                (5,492)          398,406


CASH FLOWS FROM INVESTING ACTIVITIES:
 Investments in treasury note                    -            (100,000)
 Maturities of treasury notes                 100,297          250,500
 Principal collections on note receivable        -             287,287
 Purchase of property and equipment           (33,456)          (2,765)
 Net changes in certificate of deposit         (1,610)          (4,029)
 Repayments from loans to officer               1,600              -
         Net cash provided by investing 
          activities                           66,831          430,993


CASH FLOWS FROM FINANCING ACTIVITIES:
 Net repayments of long-term liabilities         -              (2,319)


NET INCREASE IN CASH AND EQUIVALENTS           61,339           827,080

CASH AND EQUIVALENTS - BEGINNING            1,113,626           286,546

CASH AND EQUIVALENTS - ENDING             $ 1,174,965       $ 1,113,626



   ADM TRONICS UNLIMITED, INC.
   NOTES TO FINANCIAL STATEMENTS

NOTE 1.  SUMMARY OF SIGNIFICANT ACCCOUNTING POLICIES

          Consolidation

          The consolidated financial statements include the accounts of ADM
          Tronics Unlimited, Inc (the Company) and its subsidiaries.  All
          significant intercompany balances and transactionshave been
          eliminated in consolidation.

          Organization

          The Company is a manufacturer and engineering concern whose
          principal lines of business are the production and sale of chemical
          products and the manufacturing and sale of medical devices.  The
          chemical product line includes water-based chemical products which
          are used in the food packaging and converting industries which are 
          sold to customers located in various parts of the United States and
          Europe.  The medical device products are for use in the treatment 
          of joint pain which, at this point, have been sold primarily to a 
          particular customer located in Japan (See Sonotron Devices and 
          Segment Information).

          Cash and Equivalents

          The Company considers excess operating funds invested in cash 
          management and money market accounts to be cash.  The cash 
          management account is not insured by the FDIC.

          Equity Securities Available for Sale
 
          The Company considered its investments in equity securities as 
          available for sale and during the years ended March 31, 1997 and
          1996, management determined that aggregate declines in  market 
          value of its investments in equity securities were deemed to be 
          other than temporary and accordingly, charged to operations 
          $20,000 and $279,000, respectively.

          Inventories

          Inventories are stated at the lower of cost (first-in, first-out 
          method) or market.

          Property and Equipment

          Property and equipment are recorded at cost.  Depreciation is 
          computed using the straight-line method over the estimated useful 
          lives of 5 to 10 years.  Leasehold improve-ments are amortized over
          the lease term or useful lives, whichever is shorter. Expenditures 
          for major betterments and additions are charged to the asset accounts
          while replacements, maintenance and repairs, which do not improve 
          or extend the lives of the respective assets, are charged to 
          expense currently.


NOTE 1.   SUMMARY OF SIGNIFICATN ACCOUNTING POLICIES (Continued)

          Sonotron Devices

          Sonotron Devices (Devices) are held for sale or lease 
          internationally and are included as equipment held for sale or 
          lease on a specific identification basis.  Until clearance to
          market is obtained from the FDA, the Devices cannot be marketed in 
          the United States for human applications, other than for research 
          purposes, and may not be marketable in certain foreign countries.

          Devices are available for sale outright, are available for sale 
          under terms providing for additional charges based upon usage, and 
          are available to be leased, with charges based solely upon usage.  
          Contingent rental revenues are recognized at the time treatments 
          are released to the lessee.  Leased Sonotron devices are 
          depreciated over seven years commencing at the date of lease.  
          Revenues from leasing activities have not been significant.

          Intangible Assets

          Patents and other intangible assets are stated at cost, are 
          included in other assets and are amortized on a straight-line 
          basis over the shorter of their legal or useful lives.

          Income Taxes

          Deferred income taxes are provided for the estimated tax effect of 
          temporary differences between financial and taxable income.

          Net Income Per Share

          Net income per share is computed by dividing net income by the sum 
          of the number of shares of common stock outstanding during 1997 and
          1996 (42,474,907 for both years and common stock assumed to be 
          outstanding upon the exercise of all stock options and warrants 
          (826,367 and 1,390,875, respectively), computed utilizing the 
          treasury stock method.  Fully diluted earnings per share is not 
          presented as it is not materially different.

         Estimates

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the reported amounts of assets and 
         liabilities and disclosure of contingent assets and liabilities at 
         the date of the financial statements and the reported amounts of 
         revenues and expenses during the reporting period.  Actual results 
         could differ from those estimates.


NOTE 1    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

          Fair Value of Financial Instruments

          Statement of Financial Accounting Standards No. 107, "Disclosures 
          About Fair Value of Financial Instruments," requires the Company to
          disclose information regarding fair values for its financial 
          instruments and the underlying methodology and assumptions used 
          therein.  The following methods and assumptions were used by the 
          Company in estimating the fair values of its financial instruments:
             
             Certificate of deposit - The carrying amount of the certificate 
             of deposit approximates fair value due to the short maturity of 
             the instrument.
             
             Loan receivable from officer - The fair value of the officer 
             loan is determined by calculating the present value of the note 
             by a current market rate of interest as compared to the stated 
             rate of interest.  The difference between fair value and 
             carrying value is not deemed to be significant.
             
             Note receivable - The fair value of amounts due from Arthronix 
             (see Note 4) is based on future net cash flows the Company 
             expects to generate by operating the product line relating to 
             such assets, discounted by an appropriate market rate of 
             interest.  The difference between fair value and carrying value
             is not deemed to be significant.



NOTE 2   PROPERTY AND EQUIPMENT

         Property and equipment at March 31, 1997 was as follows:


             Production equipment                       $ 43,330
             Other machinery and equipment               233,700
             Office furniture and fixtures                60,989
             Leasehold improvements                      131,800
             Computer equipment                          100,141

                                                         569,960

             Less accumulated depreciation
               and amortization                          515,129

                                                         $54,831

         Depreciation and amortization on property and equipment for the 
         years ended March 31, 1997 and 1996 was $27,254 and $35,100, 
         respectively.

NOTE 3    INCOME TAXES

          The components of income taxes for the years ended March 31, 1997 
          and 1996, are as follows:



                                           1997              1996

Deferred                                   $ -            $ 19,000
Change in valuation allowance                -           ( 172,000)

Income tax benefit                         $ -           ($153,000)


          The difference between the income tax benefit and the amount 
          computed by applying the maximum federal statutory income tax rate 
          of 34% to income before income tax benefit are as follows:

                                            1997             1996

Tax expense at U.S. statutory rates        $ -             $15,000
State income taxes                           -               4,000
Change in valuation allowance                -            (172,000)

Income tax benefit                         $ -           ($153,000)


          At March 31, 1997, the Company had deferred tax assets of 
          approximately $600,000 resulting from net operating loss 
          carryforwards of $489,000 and unrealized declines in market value 
          of securities of $111,000.  The deferred tax assets are offset by a
          valuation allowance in the amount of $335,000.  The net deferred 
          tax asset of $265,000 is included in other assets in the 
          accompanying balance sheet at March 31, 1997.

          Deferred tax assets, net of a valuation allowance, are recorded 
          when management believes it is more likely than not that tax 
          benefits will be realized.  The change in the valuation allowance 
          was based upon the consistent application of management's valuation
          procedures and new circumstances surrounding its future 
          realization.  The amount of the deferred tax asset considered 
          realizable, however, could be reduced in the near term if estimates
          of future taxable income during the carryforward period are reduced.

          The Company and its subsidiaries file consolidated income tax 
          returns.  As of March 31, 1997, the Company had consolidated net 
          operating loss carryforwards of approximately $1,298,000 that will 
          expire primarily during the years 1998 through 2008.
          

NOTE 4    COMMITMENTS AND CONTINGENCIES

          Lease

          The Company occupies its premises under an operating lease expiring
          June 1998 requiring a monthly rental of $6,780.  Minimum annual 
          payments due under the lease are $81,354 per year through fiscal 
          year ending March 31, 1998 and $20,338 due in fiscal year 1999, 
          aggregating a total commitment of $101,692.

          Rent expense for the years ended March 31, 1997 and 1996 was 
          $81,354 for each year.

          Warranties

          Sonotron devices are sold under agreements providing for the repair
          or replacement of any devices in need of repair, at the Company's 
          cost, for up to one year from the date of delivery, unless such
          need was caused by misuse or abuse of the device.

          At March 31, 1997, no amount has been accrued for potential 
          warranty costs and such costs are expected to be nominal.

          Arthronix - Note Receivable

          In connection with the settlement of a lawsuit with Arthronix 
          relating to an Ozone Sterilizer (Sterilizer), on July 13, 1993 a 
          subsidiary of the Company and Arthronix entered into an agreement 
          allowing Arthronix to acquire the Sterilizer for $550,000, payable 
          under two promissory notes.  At March 31, 1997, $300,000 plus 
          accrued interest was outstanding on one note and management 
          determined that Arthronix was in default of the repayment terms.  
          As the outstanding balance is unsecured and recoverability is 
          uncertain, at March 31, 1997, the note, plus all accrued interest 
          are offset by a reserve in the same amount.

          Arthronix - Note Receivable 2

          In connection with the settlement of a second lawsuit with 
          Arthronix on November 1, 1993, a subsidiary of the Company and 
          Arthronix executed an agreement providing for, among other things, 
          the execution of a note payable to the subsidiary for $147,000, 
          collateralized by an interest in substantially all tangible and 
          intangible assets relating to an Arthronix product line.  In 
          addition, the settlement provided that upon default of any payment 
          on such note, for a period of 30 days or more, Arthronix would 
          become liable for approximately $372,000 (the full pre-settlement 
          amount due the subsidiary), less payments made to date. 


NOTE 4    COMMITMENTS AND CONSTINGENCIES(Continued)

          At March 31, 1997, $82,306 was outstanding on this note and 
          management determined that Arthronix was in default of the payment 
          terms.  In May 1996, the Company commenced legal action to obtain 
          the tangible and intangible assets collateralizing the note.  
          Management believes the Company will likely be successful in its 
          efforts to obtain such collateral and at March 31, 1997, management
          determined that the fair value of the assets to be recovered 
          exceeds the carrying amount of the receivable.  In January, 1997 
          judgments in favor of the Company were entered by the court on both
          notes in an amount aggregating approximately $750,000.  Arthronix 
          has since filed two motions to vacate the judgments, however, both 
          have been denied by the court.  A motion for reconsideration on one
          of the judgments is presently pending.  Due to the uncertainties 
          relating to the timing of the recovery of the underlying 
          collateral, the Company reclassified the receivable by recording 
          the full amount due as a non-current asset.

          In response to the Company's actions to obtain the collateral, 
          Arthronix filed a demand for arbitration claiming that amounts are 
          due them pursuant to an agreement dated August 25, 1993 (the 
          Agreement) between Arthronix and a subsidiary of the Company and a 
          major customer of the Company which, by its terms, expired on 
          August 24, 1994. Arthronix has alleged, among other things, breach 
          of contract, tortuous interference, and is seeking punitive and 
          compensatory damages in an amount alleged to be approximately 
          $2.1 million based upon a failure to execute an extension of such 
          Agreement. Further, Arthronix alleges it is owed commissions of 
          $51,000 resulting from the sale of Sonotron devices to the major 
          customer based upon a sales order dated March 31, 1994. Management 
          deems the claims made by Arthronix to be without merit and is 
          vigorously defending the arbitration, however, in the opinion of 
          the Company's counsel, the likelihood of an unfavorable outcome 
          with regard to these allegations cannot presently be determined. 




NOTE 5   COMMON STOCK


         Options

         From time to time, the Company grants stock options to directors, 
         officers and key employees of the Company.  Each option is 
         exercisable for five years from the date of grant.  At March 31, 
         1996 there were options outstanding for 1,777,229 shares, with an 
         exercise price of $.18 per share, which expired February 28, 1997.  
         No options were granted or exercised during 1997 or 1996.

         Additional Shares Authorized

         On October 16, 1996 the Board of Directors and stockholders of the 
         Company increased the number of common shares authorized to be 
         issued from 44,000,000 to 150,000,000.  Additionally, the Board of 
         Directors and stockholders authorized the issuance of 5,000,000 
         shares of $.01 par value preferred stock to be issued with terms and
         conditions to be determined.  As of March 31, 1997 no shares of 
         preferred stock were issued and outstanding.


NOTE 6   MAJOR CUSTOMERS, CREDIT, CONCENTRATION, EXPORT SALES AND
         SEGMENT INFORMATION


         Major Customers

         Sales to individual unaffiliated customers in excess of 10% of net 
         sales to unaffiliated 
         customers are shown below.

                                                Year Ended March 31,
                                                 1997          1996

Chemical Segment:
        Customer A                             $364,000      $316,469


Medical Segment:        
        Customer B                             $447,000      $814,000



         Credit Concentration

         The Company sells chemicals primarily to the printing and packaging 
         industry (see Item 1(c) - Narrative Description of Business 
         elsewhere herein for additional information).

         The Company maintains account balances and a certificate of deposit 
         in a financial institution in excess of federally insured limits.

         Export Sales

         For the years ended March 31, 1997 and 1996, export sales were 
         approximately $530,000 and $890,000, respectively.

         Segment Information

         The Company operates in two industry segments - the production and 
         sale of chemicals and the manufacture and sale or lease of medical 
         products.


NOTE 6   MAJOR CUSTOMERS, CREDIT CONCENTRATION, EXPORT SALES AND
         SEGMENT INFORMATION (Coninued)


Information about segment operations follows:



                                 Chemical    Medical     Consolidated

Year Ended March 31,1997
 Net sales - unaffiliated
   customers                   $ 977,037    $597,818      $1,574,855

 Income (loss) from
   operations*                 ($130,491)    $93,561        ($36,930)

 Identifiable assets          $2,164,299 ** $705,009      $2,869,308

 Depreciation and 
   amortization                  $16,612     $10,642         $27,254

 Capital expenditures            $33,456     $  -            $33,456



Year Ended March 31, 1996

 Net sales - unaffiliated
   customers                    $947,067     $891,939      $1,839,006

 Income from operations*         $11,118     $233,171        $244,289

 Identifiable assets          $2,166,696 **  $738,277      $2,904,973

 Depreciation and
   amortization                  $24,979      $19,956         $40,935
  
 Capital expenditures             $2,765      $  -             $2,765


         *Excludes interest, income tax benefit, and loss on securities 
          available for sale.
        **Includes short term investments, officer loans, and deferred tax 
          asset.



NOTE 7   SIGNIFICANT TRANSACTION

         Florida License and Management Agreement
         
         In June 1992, a subsidiary of the Company granted an exclusive 
         license to distribute the Device for veterinary use in Florida in 
         exchange for shares of common stock of the publicly-held parent of 
         the licensee. Further, pursuant to a management agreement with 
         another subsidiary of the Company, the licensee was granted the 
         rights to capitalize, open and operate Company clinics in certain 
         Florida counties, using the human Device, also in exchange 
         for shares of common stock of the publicly-held parent of the 
         licensee. These agreements called for, among other things, the 
         Company to provide a certain number of Devices and treatment units 
         at the request of the licensee.         
                   
                   
NOTE 7   SIGINIFICANT TRANSACTION (Continued)

The receipt of the common stock of the publicly-held parent of the licensee 
had previously been reflected as equity securities available for sale, net of
write downs for declines in market value, and the obligation to provide 
Devices and treatment units was reflected as deferred sales revenue in the 
Company's financial statements. During 1997, the Company made available to 
the licensee the agreed upon number of Devices and treatment units and 
determined that its obligation under the agreements had been fulfilled. 
Accordingly, the Company has included $65,860 in revenues in the accompanying
statement of operations for the year ended March 31, 1997.


Item 8.  Changes in and Disagreements with Accountants on Accounting 
         and Financial Disclosure             

                   Not applicable.


                                 PART III

Item 9.  

         I.        Directors and Executive Officers, Promoters and Control 
Persons; Compliance with Section 16(a) of the Exchange Act

                   (a) Identification of Executive     
                               Officers and Directors     

Name                                        Age        Position          

Dr. Alfonso Di Mino                         77        President, Chief
                                                      Executive
                                                      Officer and
                                                      Director

Vincent Di Mino                             71        Vice President
                                                      of Production
                                                      and Director
         
Andre' Di Mino                              41        Executive Vice
                                                      President,
                                                      Secretary,
                                                      Treasurer, Chief
                                                      Operating
                                                      Officer and
                                                      Director

         Dr. Alfonso Di Mino has been President and a Director of the
Company since 1969.  

         Vincent Di Mino has been Vice President of Production since
1969 and a Director of the Company since 1987.

         Andre' Di Mino has been Executive Vice President and Chief
Operating Officer since 1987 and Secretary and Treasurer of the Company
since 1978.  Mr. Di Mino has been a Director of the Company since 1987. 


                   (b) Identify Significamt Employees  
                                           
                       Not Applicable.

                   (c) Family Relationships

         Dr. Alfonso Di Mino is the father of Andre' Di Mino and the
brother of Vincent Di Mino. There are no other family relationships
between any of the Company's directors or executive officers.

                   (d) Involvement in Certain Legal Proceedings

         During the last five years, none of the following events
occurred with respect to any executive officer or director of the Company
as of the date hereof.

                   (i) Any bankruptcy petition was filed by or against any 
business of which such person was a general partner or an executive officer 
at or within two years before the time of such filing;

             (ii)  Any conviction in a criminal proceeding or being
subject of a pending criminal proceeding (excluding traffic violations
and other minor offenses); 

            (iii)  Being subject to any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending
or otherwise limiting his involvement in any type of business, securities
or banking activities; and 

             (iv)  Being found by a court of competent jurisdiction (in
a civil action), the Securities and Exchange Commission or the Commodity
Futures Trading Commission to have violated a federal or state securities
or commodities law, and the judgment has not been reversed, suspended or
vacated.

         (g)       Promoters and Control Persons

                   Not Applicable.

         II.       Compliance with Section 16(a) of the Exchange Act

         Based solely upon a review of any Forms 3 and 4 and amendments
thereto furnished to the Company pursuant to Rule 16a-3(a) under the
Exchange Act during the Company's most recent fiscal year and any Forms
5 and amendments thereto furnished to the Company with respect to its
most recent fiscal year, and any written responses referred to in
subparagraph (b)(2)(i) of Item 405 of Regulation S-B, no person who at
any time during the fiscal year ended March 31, 1996 was a director,
officer, to the knowledge of the Company a beneficial owner of more than
10% of any class of equity securities of the Company registered pursuant
to Section 12 of the Exchange Act, failed to file on a timely basis, as
disclosed in Forms 3, 4 and 5, reports required by Section 16(a) of the
Exchange Act during the most recent fiscal year or prior fiscal years. 

Item 10. Executive Compensation

         The following table (the "Summary Table") sets forth all plan
and non-plan compensation amended to, earned by, or paid to (i) the
Company's chief executive officer and (ii) the Company's four most highly
compensated executive officers other than the chief executive officer who
served as such on March 31, 1997 and whose total annual salary and bonus
exceeded $100,000 (the "Named Officers"):
                                            

Name and                       Fiscal
Principal                      Year
Position                       Ended          Annual Compensation
                               March 31      Salary    Other Compensation 


Dr. Alfonso DiMino,            1997         $93,600        $-0-
President and Chief
Executive
Officer 1997
                               1996         $85,000        $-0-

                               1995         $85,000        $-0-



          No options were exercised by Dr. Di Mino or granted to Dr. Di
Mino during the fiscal year ended March 31, 1997. 

         During the fiscal years ended March 31, 1997, 1996 and 1995,
no other compensation not otherwise referred to herein was paid or
awarded by the Company to any individual named in the Summary Table, the
aggregate amount of which compensation, with respect to any such person,
exceeded the lesser of $50,000 or 10% of the annual salary and bonus
reported in the Summary Table for such person. 

         There are no standard or other arrangements pursuant to which
any director of the Company is or was compensated during the Company's
last fiscal year for services as a director, for committee participation
or special assignments.

         The Company has no employment contract with any person named
in the Summary Table.

         The Company does not have any compensatory plan or arrangement,
including payments to be received from the Company with respect to any
person named in the Summary Table, which plan or arrangement results or
will result from the resignation, retirement or any other termination of
such person's employment with the Company and its subsidiaries or from
a change in control of the Company or a change in such person's
responsibilities following a change in control and the amount involved,
including all periodic payments or installments, exceeds $100,000.


Item 11. Security Ownership of Certain Beneficial 
                              Owners and Management        

         (a), (b)

                   The following table sets forth certain information
as of June 23, 1997 with respect to any person who is known to the
Company to be the beneficial owner of more than 5% of any class of its
voting securities and as to each class of the Company's equity securities
beneficially owned by its directors and directors and officers as a
group:

Title              Name and Address       Amount          Approximate
 of                of Beneficial          0f              Percent
Class              Owner                  Beneficial        of 
                                          Ownership       Class
 
____________________________________________________________________________
Common             Dr. Alfonso Di Mino     2,434,239(1)     6%(1)
Stock,             224-S Pegasus Ave.      shares
$.0005             Northvale, NJ 07647 
par value

Common             Andre' Di Mino          7,672,696(2)    18%(2)    
Stock,             224-S Pegasus Ave.      shares
$.0005             Northvale, NJ 07647
par value                                  1,700,000(3)    4%(3)
                                           shares

                                           3,400,000(4)    8%(4)
                                           shares

Common             Vincent Di Mino         1,887,928(5)     4%(5)
Stock,             224-S Pegasus Ave.      shares
$.0005             Northvale, NJ 07647
par value
                                           5,100,000(6)     12%(6) 
                                           shares

Common             The American Heritage   4,230,000        10%  
Stock,             Fund, Inc.              shares
$.0005             1370 Ave of the Americas
par value          New York, N.Y. 10019

Common             Officers and Direc-    17,094,863(7)    40%(7)
Stock,             tors as a group          shares
$.0005             (three persons)
par value

______________________________
(1)      Represents (a) 804,239 shares of Common Stock directly owned
         by Dr. Di Mino, (b) 1,000,000 shares of Common Stock
         beneficially owned by the spouse of Dr. Di Mino, in which
         shares Dr. Di Mino disclaims any beneficial ownership, and (c)
         1,630,000 shares of Common Stock, which includes the 1,000,000
         shares described in (b) above, subject to an agreement dated
         July 8, 1987 pursuant to which Dr. Di Mino has the power to
         vote such shares.

(2)      Represents 7,672,696 shares of Common Stock directly owned by
         Mr. Di Mino. 

(3)      Represents 1,700,000 shares of Common Stock held by the Andre'
         Di Mino Irrevocable Trust, a Trustee and the beneficiary of
         which is Andre' Di Mino who may be deemed to be a beneficial
         owner of the shares held by such Trust.

(4)      Represents 1,700,000 shares of Common Stock held each by the
         Maria Elena Di Mino and Maurice Di Mino Irrevocable Trusts, a
         Trustee of which is Andre Di Mino who may be deemed to be a
         beneficial owner of the shares held by such Trusts by reason
         of his power to vote such shares.

(5)      Represents (a) 1,287,928 shares of Common Stock directly owned
         by Mr. Di Mino, (b) 300,000 shares of Common Stock beneficially
         owned by the spouse of Vincent Di Mino, and (c) 300,000 shares
         of Common Stock owned by the child of Mr. Di Mino who resides
         in his home, in all of which shares set forth in (b) and (c)
         of this Note (5) Mr. Di Mino disclaims any beneficial
         ownership.

(6)      Represents 5,100,000 shares of Common Stock of which 1,700,000
         such shares are held by each of the Andre' Di Mino Irrevocable
         Trust, the Maria Elena Di Mino Irrevocable Trust and the
         Maurice Di Mino Irrevocable Trust. Vincent Di Mino, a Trustee
         of each of such Trusts, may be deemed to be a beneficial owner
         of the shares held by such Trusts by reason of his power to
         vote such shares.

(7)      See Notes above.

         (c)       Changes in Control

                   The Company is not aware of any arrangement which may 
result in a change in control of the Company.

Item 12. Certain Relationships and Related Transactions

         (a)  From time to time, the Company has loaned money to Andre'
Di Mino at an interest rate of 3% per annum.  Reference is made to the
responses to items 9 and 11 hereof. The largest aggregate amount of
indebtedness, including interest, outstanding at any time since the
beginning of the Company's fiscal year ended March 31, 1997 was
approximately $66,000 which was also the approximate amount of principal
and interest outstanding as of March 31, 1997.

         Other than as otherwise set forth herein, during the last two
years there was no transaction or proposed transaction to which the
Company was or is to be a party, in which any of the following persons
had or is to have a direct or indirect material interest and the amount
involved in the transaction or a series of similar transactions exceeded
$60,000:

                   (1)Any director or executive officer of the Company;

                   (2)Any nominee for election as a director;

                   (3)Any security holder named in response to Item 11
                   hereof; and

                   (4)Any member of the immediate family (including
                   spouse, parents, children, siblings and in-laws) of
                   any person named in paragraphs (1), (2) or (3) of
                   this Item 12(a).

         (b), (c), (d)                 Not applicable.


Item 13. Exhibits and Reports of Form 8-K                

         (a)       Exhibits

                   3(a)(1)             Certificate of Incorporation
                                       and amendments thereto filed on
                                       August 9, 1976 and May 15,
                                       1978.  Exhibit 3(a) to the
                                       Company's Registration
                                       Statement on Form 10, File No.
                                       0-17629 (the "Form 10"), is
                                       hereby incorporated by
                                       reference.

                   3(a)(2)             Certificate of Amendment to
                                       Certificate of Incorporation
                                       filed December 9, 1996. 

                   3(b)                   By-Laws. Exhibit 3(b) to the
                                          Form 10 is hereby
                                          incorporated by reference.

                   9.                     Trust Agreements of November
                                          7, 1980 by and between Dr.
                                          Alfonso Di Mino et al. 
                                          Exhibit 9 to the Company's
                                          Annual Report on Form 10-KSB
                                          for the fiscal year ended
                                          March 31, 1993 is hereby
                                          incorporated by reference.
                                       
            10(a)                      Memorandum of Lease by and
                                       between the Company and
                                       Cresskill Industrial Park III
                                       dated as of August 26, 1993.
                                       Exhibit 10(a) to the Company's
                                       Annual Report on Form 10-KSB
                                       for the fiscal year ended March
                                       31, 1994 is hereby incorporated
                                       by reference.

            10(b)                      Agreement of July 8, 1987 by
                                       and between Donna Di Mino, Dr.
                                       Alfonso Di Mino, et al. Exhibit
                                       10(q) to the Company's Annual
                                       Report on Form 10-KSB for the
                                       fiscal year ended March 31,
                                       1993 is hereby incorporated by
                                       reference.

            10(c)                      Agreement of July 13, 1993 by
                                       and between ADM Medical
                                       Ventures Corporation and
                                       Arthronix, Inc. Exhibit 10(r)
                                       to the Company's Annual Report
                                       on Form 10-KSB for the fiscal
                                       year ended March 31, 1993 is
                                       hereby incorporated by
                                       reference.

            10(d)                      Agreement of June 9, 1992 by
                                       and between Advent Medical
                                       Technology, Inc. and Arthritic
                                       Relief Centers, Inc.  Exhibit 2
                                       to the Company's Current Report
                                       on Form 8-K dated June 9, 1992
                                       is hereby incorporated by
                                       reference.  

            10(e)                      Agreement of June 9, 1992 by
                                       and between Advent Medical
                                       Technology, Inc. and Vet
                                       Sonotron Systems, Inc.  Exhibit
                                       3 to the Company's Current
                                       Report on Form 8-K dated June
                                       9, 1992 is hereby incorporated
                                       by reference.  

            10(f)                      Stock Purchase Agreement and
                                       Registration and Rights
                                       Agreement (undated) by and
                                       between The American Heritage
                                       Fund, Inc. and the Company.
                                       Exhibit 10(i) to the Company's
                                       Annual Report on Form 10-KSB
                                       for the fiscal year ended March
                                       31, 1993 is hereby incorporated
                                       by reference.

             10(g)                     Amendment to Agreement of March
                                       16, 1993 by and between
                                       Arthritic Relief Centers, Inc.
                                       and Advent Medical Technology,
                                       Inc. Exhibit 10(k) to the
                                       Company's Annual Report on Form
                                       10-KSB for the fiscal year
                                       ended March 31, 1993 is hereby
                                       incorporated by reference.

            10(h)                      Voting Agreement of March 16,
                                       1993 by and between Vet
                                       Sonotron Systems, Inc. and
                                       Advent Medical Technology, Inc.
                                       Exhibit 10(l) to the Company's
                                       Annual Report on Form 10-KSB
                                       for the fiscal year ended March
                                       31, 1993 is hereby incorporated
                                       by reference.

            10(i)                      Voting Agreement of March 16,
                                       1993 by and between Arthritic
                                       Relief Centers, Inc. and Advent
                                       Medical Technology, Inc.
                                       Exhibit 10(m) to the Company's
                                       Annual Report on Form 10-KSB
                                       for the fiscal year ended March
                                       31, 1993 is hereby incorporated
                                       by reference.

                   21                     Subsidiaries of the Company. 
                                          Exhibit 22 to the Company's
                                          Annual Report on Form 10-K
                                          for the fiscal year ended
                                          March 31, 1992 is hereby
                                          incorporated by reference.

                   27                     Financial Data Schedule.

         (b)       Reports on Form 8-K

                   Not applicable 

SIGNATURES


         In accordance with Section 13 or 15(d) of the Exchange Act, the
Company caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                                            ADM TRONICS UNLIMITED, INC.
                                                    (Company)
                       
                                              By:\s\Alfonso Di Mino
                                               Dr. Alfonso Di Mino
                                                     President

Dated:  July 11, 1997
 
         In accordance with the Exchange Act this report has been signed
below by the following persons on behalf of the Company and in the
capacities and on the dates indicated:


By:\s\Dr. Alfonso Di Mino, Principal
         Executive Officer and Director

Dated:  July 11, 1997


By:\s\Andre' Di Mino, Principal Fin-
         ancial and  Accounting Officer   
         and Director

Dated:  July 11,1997

By:\s\Vincent Di Mino
         Vincent Di Mino, Director

Dated:  July 11, 1997



                                  Exhibit (a)(2)





                            CERTIFICATE OF AMENDMENT 
                                       
                                        OF

                           CERTIFICATE OF INCORPORATION

    A D M  TRONICS UNLIMITED, INC., a corporation organized and

exisiting under and by virtue of the General Corporation Law of the

State of Delaware, DOES HEREBY CERTIFY:

     FIRST:     That at a meeting of the Board of Directors of A D M 

Tronics Unlimited, Inc. resolutions were duly adopted setting forth

a proposed amendment to the Certificate of Incorporation of said

corporation, declaring said amendment to be advisable and calling a

meeting of the stockholders of said corporation for consideration

thereof.  The resolution setting forth the proposed amendment is

as follows:

          RESOLVED, that this Corporation is authorized to 
          issue ONE HUNDRED FIFTY MILLION (150,000,000)
          Shares of Common Stock, $.0005 par value, which
          shall be designated "Common Shares" and FIVE
          MILLION (5,000,000) shares of Preferred Stock, 
          $.01 par value, which shall be designated 
          "Preferred Shares."  The Preferred Shares shall
          be designated and issued in such series and upon
          such terms and conditions as the Board of Directors
          may from time to time determine.  Such terms and
          conditions shall include, but not be limited to,
          the entitlement of the holders of Preferred Shares
          to (a) cumulative, non-cumulative or partially
          cumulative dividends, (b) the preference over 
          any other class or classes of shares as to the
          payment of dividends, (c) the preference in the
          assets of the Corporation over any other class
          or classes of shares upon the voluntary or
          involuntary liquidation of the Corporation, 
          (d) the convertibility, if any, into shares of 
          any other class or into shares of any series
          of the same or any other class, and (e) voting
          rights, if any.

     SECOND:   That thereafter, pursuant to resolution of its Board of 

Directors, a special meeting of stockholders of said corporation was duly

called and held, upon notice in accordance with Secion 222 of the General

Corporation Law of the State of Delaware at which meeting the necessary

number of shares as required by statute were voted in favor of the

amemdment.

     THIRD:   That said amendment was duly adopted in accordance with

the provisions of Section 242 of the General Corporation Law of the

State of Delaware.

     IN WITNESS WHEREOF, said A D M TRONICS UNLIMITED, INC. has caused

this certificate to be signed by Dr. Alfonso Di Mino, its President,

this 8th day of November, 1996.


                                /s/ Dr. Alfonso Di Mino
                                Dr. Alfonso Di Mino, President