SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549
                                   
                              FORM 10-KSB
 x   Annual report pursuant to Section 15(d) of the Securities
     Exchange Act of 1934
     For the fiscal year ended September 30, 1996
     (Fee Required)

     Transition report pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934 
     For the transition period from             to
     (No Fee Required)              
     
                   Commission file number  0-16152
                           
                           Holometrix, Inc.
        (Exact Name of Registrant as specified in its Charter)
                                   
  Delaware                                   04-2891557
  (State or other jurisdiction of          (I.R.S. Employer
  incorporation or organization)          Identification Number)

  25 Wiggins Avenue, Bedford, Massachusetts  01730-2323
  (Address of principal executive offices)   (Zip Code)
                                   
                            (617) 275-3300
                    (Registrant's telephone number)
                                   
      Securities registered pursuant to Section 12(b) of the Act:
                                        Name of each exchange on
           Title of each class             which registered

              None                         Not applicable
      
      Securities Registered Pursuant to Section 12(g) of the Act:
                            Title of class

                     Common Stock, $.01 par Value
                                   
                                   
Check whether the Registrant (1) has filed all reports required to  be
filed  by Section 13 or 15(d) of the Securities Exchange Act  of  1934
during the preceding 12 months (or for such other 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

Check  if  there is no disclosure of delinquent filers in response  to
Item 405 of Regulation S-B contained herein, 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

Registrant's income for the fiscal year ended September 30,  1996  was
$4,041.  The aggregate market value of shares of the Common Stock held
by  non-affiliates, based upon the average of the bid and  ask  prices
for such stock on  December 15, 1996 was approximately $20,660.  As of
December 15, 1996, 22,296,878 shares of Common Stock were outstanding.

Transitional Small Business Disclosure Format  Yes           No  x
                                
                                PART I

ITEM 1. BUSINESS

    Holometrix,   Inc.  (the  "Company")  is  a  product  development,
manufacturing and contract test services company which specializes  in
manufacturing  instruments and providing contract  test  services  for
measuring   the  thermophysical  properties  of  a  wide  variety   of
materials.   The  Company's  Instruments Division  currently  designs,
manufactures  and distributes five product lines, containing  sixteen
models,   which  measure  thermophysical  properties.   The  Company's
Testing  Services  Division  provides contract  test  and  engineering
services  to  evaluate  a  number  of temperature-related  performance
factors of virtually any material. The Testing Services Division  also
performs  mechanical and physical properties testing.   The  Company's
principal   offices  are  located  at  25  Wiggins  Avenue,   Bedford,
Massachusetts 01730-2323;  its telephone number is (617) 275-3300  and
its  facsimile  number is (617) 275-3705.  The Company is  a  Delaware
corporation incorporated on October 23, 1985.

   In  1996,  the  Company  purchased a majority  of  the  issued  and
outstanding   capital  stock  of  National  Metal   Refining   Company
("Nametre").   Nametre  is  a  product development  and  manufacturing
company  that  specializes  in manufacturing  in-line  and  laboratory
viscosity  analyzers.   These  analyzers  are  used  to  measure   the
viscosity  and viscoelasticity of a wide range of material;  and  are
sold  into the polymer manufacturing, petrochemical, food, paints  and
coatings  and  pulp  and paper markets.  Nametre  is  located  at  101
Liberty Street, Metuchen, NJ  08840; its telephone number is (908) 494-
2422, and its facsimile number is (908)494-8916.

   The  Company  markets its products and services  in  the  U.S.  and
internationally through the combination of a direct sales force and  a
network  of  independent distributors and sales agents.   The  Company
actively  advertises its products in industry trade journals and  also
attends  various  U.S. and international trade shows  to  promote  its
products  and  services.   The  customer base  consists  primarily  of
materials   development  laboratories,  large  material  manufacturing
facilities  and  government  laboratories.   Primary  markets   served
include   electronics   and   semiconductors,   aerospace,   polymers,
automotive, building and construction materials, and petrochemical.


HOLOMETRIX INSTRUMENTS DIVISION

   The Company engages in the development, production and distribution
of  instruments  under the trade name "Thermatest".   The  Instruments
Division currently designs, manufactures and markets instruments  that
measure  the  thermophysical properties of a broad range of  materials
for  research,  product development and quality-control  applications.
Information  about thermophysical properties is used  to  characterize
the performance, quality, and/or composition of various materials such
as  insulation,  composites, plastics, and ceramics.  In  addition  to
their  importance  in  advanced materials development,  the  Company's
instruments   are   used  as  research  tools  to  address   worldwide
environmental   issues,   including  energy   conservation,   plastics
recycling and nuclear waste disposal.

   Holometrix  has  over  30  years of  experience  in  thermophysical
properties  testing.  The  basic technology underlying  the  Company's
Thermatest instruments is the application of heat energy to a material
under  test and the measurement of the results of such an application.
The  precise  measurements and the containment of heat, combined  with
equally  precise temperature measurement and control, are key elements
in  the  design  of  nearly  all  of the  Division's  products.   Many
instruments  encompass microprocessor-controlled data  collection  and
analysis,  resulting in the fully automated determination of  material
properties,  such  as  thermal conductivity and  specific  heat.   The
nature  of  heat  transfer  through a  material,  resulting  from  the
application  of  energy, varies depending on the material's  type  and
composition.  Therefore, a different methodology is required  to  test
different  types  of  material.   The  Company  manufactures  various
instruments incorporating these different methodologies.

   The  five  Thermatest product lines consist of sixteen  instrument
models,   plus   Holometrix'  proprietary  Q-LabTMautomation   software.
Ongoing  development efforts have resulted in new instrument  products
that  are  fully  automated, incorporating  either  PC  interface,  or
internal microprocessors.  Revenues are also derived from service  and
spare  parts.   No  single instrument manufactured by  the  Holometrix
Instruments  Division currently accounts for more than  25%  of  total
revenues.


HOLOMETRIX PRODUCTS

  Heat Flow Meters  (Lambda 2000 Series, Rapid-k VT-400)
  
  The  Heat  Flow  Meter  technique is an easy and  rapid  method  for
  testing  the thermal conductivity and R-value of thermal insulation.
  This  type of instrument is widely used in both the quality  control
  testing  and  the development of insulation products.  Industry-wide
  acceptance  of  this technique as a reliable and accurate  procedure
  has  made  it  the most commonly used test method for both  research
  and  development  and quality control applications.   Federal  trade
  rules  require  insulation  manufacturers  to  measure  the  thermal
  resistance  (R  Value)  by the heat flow meter  method,  or  similar
  techniques,  as  part of the procedure for labeling their  products.
  Cellular   foam  insulation  manufacturers,  who  are  required   to
  eliminate  ozone  depleting  chlorinated  fluorocarbons  from  their
  products,  use  these instruments to evaluate the  effectiveness  of
  replacement blowing agents.  In 1996 Holometrix introduced  the  
  new   Lambda  2000  Series  of  heat  flow  meter  products.   These
  instruments contain an advanced instrumentation and control  concept
  for which a patent is pending.
  
  Guarded Heat Flow Meters  (TCA-200, TCA-200-LT and TCA-300)
  
  The  Guarded Heat Flow meter method permits the testing of  moderate
  conductivity   materials.   Customers  use  these   instruments   to
  establish  safe  operating temperatures and  thermal  efficiency  of
  products  ranging  from electronic and semiconductor  components  to
  adhesives,  and  for  heat  transfer  modeling  of  many  industrial
  processes,   including  injection  molding  of  polymers.    Thermal
  conductivity  data  from  these  instruments  is  important  to  the
  plastics,  electronics, automotive, aerospace  and  food  processing
  industries.    The  instruments  can  test  solid  and   thin   film
  materials and special test cells are available for testing  polymers
  and  highly viscous fluids through the melt.  Test materials include
  rubber,   plastic,  composites,  epoxy,  ceramics,  paper  products,
  greases and pastes.
  
  Guarded Hot Plates  (GHP-200, GHP-300, GHP-450 and GHP-600)
  
  These  instruments are used primarily as research tools  to  measure
  thermal  conductivity  in porous and solid  materials  over  a  wide
  range  of temperatures, environmental conditions and material types.
  This  technique is used to measure materials from cryogenic to  very
  high  temperatures.  The measuring process is reliable,  simple  and
  accurate  and requires no pre-test calibration by the user.  Varying
  degrees  of automation are available to meet a range of budgets  and
  provide for unattended operation.
  
  Comparative Instrument (COM-800)
  
  The  comparative  technique utilizes known properties  of  reference
  materials  to  measure  heat  flow.  It is  a  convenient,  flexible
  system  which  measures the thermal conductivity  of  a  variety  of
  solid   materials   over   a  broad  range   of   temperatures   and
  environmental  conditions.  Materials which can  be  tested  include
  ceramics,  composites,  metals, metal alloys,  filled  plastics  and
  epoxies,  geological  materials, and  carbon  products.   A  special
  sample holder is also available for testing liquids and pastes.
  
  Laserflash Instruments (Thermaflash 2200, 1100 and Microflash, 300)
  
  These  instruments  utilize a sophisticated, high-performance  Laser
  Flash  Thermal Diffusivity (LFTD) technique to measure both  thermal
  diffusivity and specific heat from -170 degrees C to 2000 degrees C.  
  Test samples are irradiated uniformly on one surface by a laser beam 
  pulse, and the temperature rise of the opposite surface is measured  
  and used to calculate thermal diffusivity.  Data from these instruments  
  are used by customers to determine safe operating temperatures, quality
  assurance,  design  and  process control for  composition,  molding,
  heating  or  cooling rates, and thermal performance  analysis.   The
  laserflash  technique  not  only provides important  information  on
  transient  heat  flow, but also allows testing of small  samples  at
  high   temperatures.   Typical  test  materials  include   ceramics,
  refractory materials, thermal barrier coatings, composites,  carbon-
  carbon composites, metals and alloys, and graphite.
  
  The Thermaflash 2200 and 1100 operate up to 2000 degrees C and 1100 degrees
  C, respectively. The Microflash, is used for applications with a lower
  temperature  requirement  and  for customers  with  limited  capital
  equipment    budgets.     Typical    applications    include     the
  characterization  of  materials  for  electronic  and  semiconductor
  material design and manufacturing.
  

HOLOMETRIX TESTING SERVICES DIVISION

   The Testing Services Division maintains a thermophysics laboratory,
which  provides  contract test and engineering  services  to  evaluate
various  temperature-related  performance  factors  of  virtually  any
material. Testing is generally performed to ASTM (American Society  of
Testing and Materials) standards.  In addition, insulation testing  is
provided  under  NVLAP accreditation.  NVLAP, the  National  Voluntary
Laboratory  Accreditation  Program,  is  supported  by  the   National
Institute  of Standards and Technology. The Division also demonstrates
the  capabilities  of  Thermatest instruments to potential  customers,
provides significant input to outside technology steering groups which
establish  the  standards  for  industry instrument  utilization,  and
provides   valuable   technical  and  marketing  input   for   product
development.  The Division's experience and capabilities cover a broad
scope of temperature range, environmental conditions, sample size  and
property magnitude.

  The Division's testing capabilities complement customer research and
product  development activities.  Thermophysical testing of  materials
is   not  a  routine  capability  and  competence  for  most  material
development departments.  Thus, testing service customers tend  to  be
repeat  customers  who  use  the Division as  a  complement  to  their
capabilities.

   In  addition  to thermophysical testing of materials, the  Division
also  offers  selected mechanical and moisture testing  of  materials.
The  Division  also  maintains  the capability  to  test  entire  wall
sections  built  to  specification in  support  of  the  building  and
construction  industry.   This  type of  testing  helps  evaluate  the
performance,  under  simulated environmental conditions,  of  advanced
construction  techniques,  and  new insulating  and  moisture  barrier
materials.

   The  end  result  of most Division projects is a technical  report,
usually  containing experimental data resulting from work carried  out
in  a  laboratory  setting.   Projects  lacking  a  large  engineering
component  are termed standard testing programs when the work  can  be
performed  on  existing equipment using established techniques.   Non-
standard  testing  programs (in some cases more  appropriately  termed
engineering development programs) differ in that they may involve  the
creation  of a special apparatus, modification of existing  equipment,
or  development of new procedures.  The majority of programs conducted
in the Division are standard testing programs.

   Research and development programs, on the other hand, go beyond the
generation  of  data  to analyze results, draw  conclusions  and  make
recommendations.   Alternately, they may involve literature  searches,
material   assessments,  engineering  studies  or  special  instrument
design.  These programs are generally higher value and run longer than
testing  programs.   As  an example, Holometrix has  provided  testing
services  to the Department of Energy (DOE) for a number of years  for
the  purpose  of  evaluating  the  thermal  characteristics  of  Yucca
Mountain, a proposed nuclear waste repository.


NAMETRE PRODUCTS

   Nametre engages in the development, production and distribution  of
viscosity   analyzers   under  the  trade  names,   "Viscoliner"R   and
"Rheoliner"R.   The analyzers measure the viscosity and viscoelasticity
of a wide range of materials.  Products are developed and manufactured
for  both on-line process monitoring and control, and laboratory  use.
The  vast  majority of analyzers sold are for in-line process control.
Such analyzers   are   used   to  provide  manufacturers   with   viscosity
information,  which  is  often critical to  ensuring  proper  material
formulation  and material production.  Applications and  markets  that
routinely  use viscosity analyzers include the polymer, petrochemical,
food, paints and coatings, and pulp and paper industries.

    Nametre   has  over  thirty  years  experience  in  the  viscosity
measurement  business.   The basic technology underlying  the  Nametre
analyzers is the use of an oscillating sensor that is inserted into  a
stream  of  material in a process line (pipe or vessel).   The  sensor
oscillates  at a constant amplitude.  The viscosity of  a  product  is
then  determined  on  the  basis of the  electrical  power  needed  to
maintain  the  oscillation amplitude in the presence  of  the  viscous
material.  The principles of measurement of the Viscoliner product are
currently covered by U.S. patents.

   The Viscoliner product line consists of three different models: the
1810  for  in-line process monitoring and control, the 300 for  paints
and coatings and the 1710 for laboratory analysis.  The 1810 is an on-
line  viscometer that is applicable to a wide range of  materials  and
applications.   It is microprocessor controlled.  The  model  1810  is
typically  utilized  in  the  polymer  market.   Ongoing  developments
include  PC  based software, "Viscontrol" for analyzer  control,  data
acquisition and interface to factory control systems.

  The Viscoliner model 300 is also an on-line analyzer.  It is similar
to  the  model  1810  in  its  concept of operation;  however,  it  is
configured primarily for paint, ink and coatings applications.

  The Viscoliner model 1710 is a laboratory version of the model 1810.
This instrument is used primarily for research, product development
and quality assurance.  Applications include the full range of markets
that Nametre serves.


MARKETS

Holometrix' Markets

    Holometrix'  thermophysical  instruments  are  sold  primarily   to
materials  laboratories  engaged in  the  development and testing  of  
insulations, building materials, and advanced engineered materials, plastics
and packaging manufacturers, aerospace manufacturers and government
laboratories. A number of instruments are also sold to insulation manufacturing
facilities.   Management   believes  current   markets   for   thermal
conductivity instruments and testing services total approximately  $10
-  $15  million  annually.   The  Company  has  identified  engineered
materials, electronics and specialty plastics industries as  promising
markets for the instruments.

   Current  products  and  test services are  sold  in  North  America
directly   from  the  Company's  offices  in  Bedford,  Massachusetts.
Domestic sales amounted to 71% of total revenue for fiscal year  1996.
Domestic  sales and marketing are handled in-house by a staff  of  two
professionals  and  an  administrator. Overseas  sales  (primarily  to
Europe and the Far East) are made through independent distributors and
sales  agents.  In  addition  to  the internal  sales  force,  testing
services  are  sold  by  individual project managers  responsible  for
specific  testing  areas.  Product visibility  is  maintained  through
active    participation   in   national   and   international    trade
organizations, including the American Society of Testing and Materials
(ASTM).   Additional  visibility  is maintained  through  advertising,
exhibitions,  informational mailings, technical application  notes  and
customer demonstrations.

   In  fiscal 1996, overseas sales accounted for approximately 29%  of
total sales, compared to 32% in fiscal 1995.

   In  order  to  expand its market presence and  build  revenue,  the
Company  is  exploring a variety of alternatives,  falling  into  four
primary categories:

1.)   Enhanced Marketing and Sales Efforts.  The Company is  investing
  additional  resources,  including  new  personnel,  to  expand   its
  worldwide  marketing and selling effectiveness.   Specific  examples
  include  improved sales and marketing materials, broader trade  show
  and symposium participation, and expanded geographic coverage.

2.)  Product Development.  The Company is continuing to invest in  the
  development of new products, and in upgrading its existing  products
  to  have  more  competitive features, be easier to manufacture,  and
  have improved margins.

3)  Corporate  Synergy.  Holometrix, Nametre and Tytronics  Incorporated
  (majority  owner  of  Holometrix)  serve  many  common  markets  and
  customers   including  the  polymer,  petro-chemical,   paints   and
  coatings,   and   food   markets.    Complementary   marketing   and
  distribution activities have begun.

4.)   Strategic Relationships.  These include companies and/or product
  lines which the Company might acquire, companies that might have  an
  interest in licensing technology to the Company, and companies  that
  might have an interest in investing in the Company.

Nametre's Markets

   Nametre's  analyzers  are sold primarily to  product  and  material
manufacturers engaged in the production and use of plastics, chemical,
foods,  paints,  inks or coatings and paper and  pulp.   A  number  of
analyzers  are  also sold to government laboratories and universities.
Management  believes the current market for process  viscosity  totals
approximately $20-25 million annually.


PATENTS AND PROPRIETARY TECHNOLOGY

Holometrix

    The  Company  develops  proprietary  information  and  technology,
including  software  programs,  in the  course  of  its  research  and
development activities. Management believes that patent and  copyright
protection  are  important, but less significant  than  the  technical
competence  and  creative  skills  of  the  Company's  personnel,  the
performance  and reliability of the Company's products and competitive
marketing, pricing and customer service.

   The  Company  has  filed for a patent which  describes  the  unique
control  of  its new Lambda 2000 Series heat flow meter product  line.
No  determination has been made to date by the US Patent Office as  to
the validity of this application.

   The  Company  owns eight trademarks.  Three of the  trademarks  are
registered,  and  the  registrations expire in various  years  through
1998.   These  three trademarks are for the R-Matic, k-Matic,  and  C-
Matic  (currently called the TCA) instruments.  The Company  does  not
believe these trademarks are material to the conduct of the business.

Nametre

   Nametre  develops proprietary information and technology, including
software  programs,  in  the course of its  research  and  development
activities.   Certain  aspects  of  its  product  are  patented; however, 
management believes  that  patent  and  copyright   protection   are
important,  but  less  significant than the technical  competence  and
creative   skills   of  Nametre's  personnel,  the   performance   and
reliability  of Nametre's products and competitive marketing,  pricing
and customer service.

   Nametre  owns nine patents, including patents that cover the  basic
transducer  and electronics for viscosity measurement, the method  and
apparatus for viscoelastic measurements, and the transducer  for  high
viscosity  measurements in extruders.  The patents expire  in  various
years from 1998 to 2011.

    Nametre owns or has applied for four  trademarks.   Three  trademarks are
ViscolinerR,  RheolinerR,  and the Nametre's logo,  Absolute  Eta  in  a
circle.  These trademarks expire in various years, from 1999 to  2005.
Nametre has also applied for a trademark on VisControl.


CUSTOMERS

Holometrix

   During fiscal 1996, the Company had total revenues of approximately
$2,201,000,  compared  to  $2,105,000 in  fiscal  1995.   No  customer
accounted for more than 10% of sales in fiscal 1996.

Nametre

   On September 30, 1996, the Company acquired approximately 61.23% of 
the outstanding shares of Nametre.  The Consolidated Statements of 
Income and Cash Flows of Holometrix and Subsidiary exclude any
activity of Nametre prior to the date of acquisition.

   During fiscal 1996, which was a nine month year to allow Nametre to
change  its  fiscal year to coincide with the Company's  fiscal  year,
Nametre  had  total revenues of approximately $1,776,000, compared  to
$2,671,000  for  the  12  month year ended  December  31,  1995.   For
comparison  purposes, for the period January 1 to September  30,  1995
Nametre  had total revenues of $1,888,000.  No customer accounted  for
more than 10% of Nametre's sales in fiscal 1996.


BACKLOG

Holometrix

   As  of  September 30, 1996, the Company's backlog for products  and
services  totaled $333,000, as compared to $244,000 in backlog  as  of
September 30, 1995.  The fiscal 1996 backlog consisted of $202,000 for
the  Instruments  Division  and  $131,000  for  the  Testing  Services
Division.  All  backlog  at  September 30,  1996  is  expected  to  be
delivered before September 30, 1997.

Nametre

   As  of  September  30,  1996, Nametre's backlog  for  products  and
services totaled $342,513, as compared to $856,665 as of September 30,
1995  and  $236,942 as of December 31, 1995.  All backlog at September
30, 1996 is expected to be delivered before September 30, 1997.


COMPETITION

Holometrix

   The  Company's competitive advantage lies in its ability to develop
and  produce a broad spectrum of products in several different  market
niches.    The  Company's  Instruments  Division  experiences   direct
competition  for  its  heat  flow meters from  Anter  Corporation  and
LaserComp Inc.  Thermaflash has strong competition from Sinku Riko in
the  Far  East, Netzsch GmbH, Theta Industries and Anter  Inc.  in
Europe   and  North  America.  Competitive  factors  include   product
performance,   quality  and  reliability,  ease  of   use,   marketing
capability,  service  and  support, and name recognition.   Management
believes  the Company competes favorably in each of these areas.   The
Company  can  give no assurance that its current products will  remain
competitive  in  these  areas  or that its  future  products  will  be
competitive in these areas.

    The  market  for  scientific  measuring  instrumentation  is  also
characterized  by  extensive  research  and  development   and   rapid
technological  change.   Development by  others  of  new  or  improved
products  or technologies may make the Company's products or  proposed
products obsolete or less competitive.  The Company may be required to
devote  substantial efforts and financial resources  to  increase  its
existing product lines by developing new products and services.

   The  Testing  Services  Division  competes  as  a  broad-capability
independent laboratory performing thermal property studies.  There are
no  other known companies or laboratories that encompass  the  Division's
entire capabilities.  However,  many laboratories offer a subset of
the  Division's services.  Competitive contracts are awarded based  on
price,  testing capability and credibility of the test  results.   The
following  sample laboratories  compete  in  the  market  sectors
indicated:  Engineered Materials - Thermophysical Properties  Research
Laboratory, Inc., Anter Laboratories, Inc., The Edward Orton Jr. Ceramic
Foundation,  Southern  Research Institute,  and  Virginia  Polytechnic
Institute;   Insulations  -  Southern  Research  Institute,   Sparrell
Engineering   Research  Corporation,  and  The  Center   for   Applied
Engineering;  Government - Oak Ridge National Laboratory and  National
Institute of Standards and Technology.

Nametre

   Nametre's competitive advantage lies in its ability to develop  and
produce  custom  transducers, covering a wide  range  of  viscosities,
designed  for mounting directly into the customer's process. Nametre's
major  competitors  are Brookfield Engineering Laboratories,  Solatron
Transducers,  MicroMotion  Division  of  Fisher  Rosemount,   Norcross
Corporation  and  Dynatrol  Division  of  Automation  Products,   Inc.
Competitive  factors  include price, wide product lines,  performance,
quality  and  reliability, ease of use, marketing capability,  service
and   support  and  name  recognition.   Management  believes  Nametre
competes  favorably in most of these areas.  Price  and  wide  product
line competition is generally overcome by the instruments' performance
and installed cost.

    The  market  for  scientific  measuring  instrumentation  is  also
characterized  by  extensive  research  and  development   and   rapid
technological  change.    Development by others  of  new  or  improved
products  or  technologies  may make Nametre's  products  or  proposed
products  obsolete or less competitive.  Nametre may  be  required  to
devote  substantial efforts and financial resources  to  increase  its
existing product lines by developing new products and services.

RESEARCH AND DEVELOPMENT

Holometrix

   The Company expended approximately $154,000, or 7% and $207,000  or
10%  in  fiscal  1996 and fiscal 1995, respectively, on  research  and
development.  The Company expects that in fiscal 1997 its research and
development expenditures will remain close to 7% of sales.

Nametre

  Nametre expended approximately $299,131, or 17% and $210,295, or 8%
in fiscal 1996 and fiscal 1995, respectively, on research and
development. Nametre expects that in fiscal 1997 its research and
development expenditures will decrease to 10% of sales.


GOVERNMENTAL REGULATIONS

  There is presently no material government regulation with respect to
the  Company's  or  Nametre's  businesses  and  their  development  of
products.    However,   the  extent  to  which   future   governmental
regulations may regulate the Company's and Nametre's activities cannot
be   predicted,  and  the  Company  and  Nametre  may  be  subject  to
restrictions  on  allowable  costs  and  profits  on  U.S.  government
contracts  and the export of the technology to other countries  as  it
seeks to expand further into foreign markets.


EMPLOYEES

Holometrix

   As  of September 30, 1996, the Company had 17 employees, 13 of whom
are  employed full- time.   Most of the Company's employees are highly
skilled and the Company's continued success will depend, in part, upon
its ability to attract and retain such skilled employees.  The Company
has  never  experienced a work stoppage, none  of  its  employees  are
represented  by  a labor organization, and the Company  considers  its
relations with its employees to be good.

Nametre

As of September 30, 1996, Nametre had 15 employees, 14 of whom are
employed full-time.  Most of Nametre's employee's are highly skilled
and Nametre's continued success will depend, in part, upon its ability
to attract and retain such skilled employees.   Nametre has never
experienced a work stoppage, none of its employees are represented by
a labor organization, and Nametre considers its relations with its
employees to be good.


ITEM 2.        DESCRIPTION OF PROPERTIES

Holometrix

  The Company occupies approximately 15,200 square feet of production,
research  and  development,  engineering, administrative  and  service
facilities  at  25  Wiggins  Avenue in  Bedford,  Massachusetts.   The
Company  occupies this facility under a lease which expires  September
30,  1999.   Approximately 30% of this space is  sublet  to  Tytronics
Incorporated, majority owner of Holometrix.  The Company's rental expense 
for fiscal 1996 was $65,355, excluding rental income of $30,801 from 
Tytronics Incorporated.

   The Company considers these facilities to be reasonably insured and
adequate   for  its  foreseeable  needs  and  believes  that   similar
facilities are available in the Boston metropolitan area at comparable
rental rates.

   A  significant amount of the machinery and equipment  used  by  the
Company  in  its  operations is owned by the  Company  and  management
considers this equipment to be in good condition.  As of November  29,
1994,  all  of  the machinery and equipment owned by the  Company  was
subject to a security interest in favor of Tytronics Incorporated.  As
of  December 22, 1994, as part of a $350,000 credit agreement, all  of
the  machinery  and equipment owned by the Company was  subject  to  a
senior  security interest in favor of Silicon Valley  Bank,  to  which
Tytronics Incorporated's interest was subordinated.

Nametre

   Nametre  leases  approximately 4,000  square  feet  of  production,
research  and  development,  engineering, administrative  and  service
facilities  at  101  Liberty Street, Metuchen,  New  Jersey.   Nametre
occupies  this facility on a month to month basis under  an  operating
lease.

   Nametre  considers  these facilities to be reasonably  insured  and
adequate   for  its  foreseeable  needs  and  believes  that   similar
facilities  are  available in the immediate area at comparable  rental
rates.


ITEM 3. LEGAL PROCEEDINGS

   There  are  no  pending legal proceedings to which the  Company  or
Nametre is a party or to which any of its properties is subject.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
                                   
  No matters were submitted to a vote of stockholders during the
fourth quarter of the Company's 1996 fiscal year.

PART II
                                   
ITEM 5. MARKET  FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
        MATTERS

   The  Company's  Common Stock is no longer quoted in  the  over-the-
counter  market. The following table sets forth the range of high  and
low  bid quotations for the Company's Common Stock as reported by  the
National Quotation Bureau of New Jersey.

Fiscal Year 1995                               Low              High

First Quarter Ended December 31, 1994         $0.001           $0.001
Second Quarter Ended March 31, 1995            0.001            0.001
Third Quarter Ended June 30, 1995              0.001            0.002
Fourth Quarter Ended September 30, 1995        0.001            0.002

Fiscal Year 1996                               Low              High

First Quarter Ended December 31, 1995         $0.001           $0.002
Second Quarter Ended March 31, 1996            0.002            0.005
Third Quarter Ended June 30, 1996              0.005            0.005
Fourth Quarter Ended September 30, 1996        0.002            0.005

  These quotations represent prices between dealers and do not include
retail  markups,  markdowns or commissions  and  may  not  necessarily
represent  actual transactions.  There were 288 holders of  record  of
the Company's outstanding capital stock as of September 30, 1996.

   Since its organization, the Company has not paid any cash dividends
on  its  capital  stock.  The Board of Directors does not  contemplate
declaring  any  dividends  in the near future.   Any  declarations  of
dividends will be determined by the Board of Directors in light of the
conditions  then  existing,  including  the  Company's  earnings,  its
financial   condition  and  working  capital  needs,  any   agreements
restricting  the  payment of dividends, and  other  factors.   Certain
agreements  with   the Company's financing sources  include  covenants
which currently restrict the Company from paying any cash dividends.

Recent Sales of Unregistered Securities:

   On  September  30,  1996, the Company sold Six Million  (6,000,000)
shares  (the  "Shares")  of  its Common  Stock,  $.01  par  value,  to
Tytronics  Incorporated  ("Tytronics")  at  $.05  per  share  for   an
aggregate  purchase price of Three Hundred Thousand Dollars ($300,000).   
At  the time of the sale of the Shares in connection with  a  debt
restructuring agreement between the Company and Tytronics, the Company
also  issued warrants to Tytronics to purchase One Million One Hundred
Thousand  (1,1000,000) shares of Common Stock at  a  warrant  exercise
price  of $.05 per share and One Million (1,000,000) shares of  Common
Stock at a warrant exercise price of $.10 per share.

   The offer and sale of securities described above was exempt from
registration under Section 4(2) of the Securities Act of 1933, as amended.
The offer and sale involved an isolated transaction to an affiliated entity
which at the time of the transaction owned greater than fifty percent (50%)
of the issued and outstanding shares of Common Stock of the Company.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS

SELECTED FINANCIAL DATA:
                                        1996       1995

STATEMENT OF OPERATIONS DATA

  Net revenues                      $2,200,603  $2,104,692
  Net income                            $4,041     $12,195
  Net income per Common share            $0.00       $0.00
  Weighted average Common 
  shares outstanding                16,313,316  15,846,006

CONSOLIDATED BALANCE SHEET DATA

  Working capital                      298,315     202,461
  Total assets                       2,548,723   1,073,217
  Long-term debt, excluding current 
  portion                              213,539     134,571
  Minority Interest                     66,634        -
  Stockholders' Equity                 682,097     438,056


OVERVIEW

   The  Company's  revenues  are derived  from  the  sale  of  thermal
analytical  instruments  and  testing services.   These  two  business
segments complement each other because testing services are frequently
purchased  by companies that cannot yet afford the purchase  of  their
own  instruments.   Conversely,  there are  instrument  customers  who
frequently  have  testing needs beyond what their instrumentation  can
handle, or have need of an independent laboratory to certify their own
results.

   During  fiscal  1992  and 1993, the Company  sustained  significant
losses  with  resultant cash flow problems. In late fiscal  1993,  the
Board of Directors appointed Joseph J. Caruso as Acting President. Mr.
Caruso  initiated  a  33%  cut in the workforce,  placed  payments  to
creditors  on  hold,  and  assigned new responsibilities  to  existing
management,  in  order  to concentrate on stabilizing  operations  and
generating  revenue.  In  fiscal 1994,  the  Company  was  profitable,
achieving net income of $89,617 on sales of $2,499,008.  However,  the
balance  sheet remained weak.  A working capital deficit  of  $421,135
was  present at the end of fiscal 1994 and the deficit in stockholders'  
equity  was $494,388.

  Commencing in fiscal year 1993, the Company made a decision to begin
exploring strategic relationships with other companies as a  means  of
creating  shareholder value and achieving corporate stability  through
reaching  a  critical  mass  in  revenue.   In  connection  with  this
decision,   the  Company  entered  into  discussions  with   Tytronics
Incorporated  ("Tytronics"), which designs  and  manufactures  on-line
analyzers for process control and environmental compliance monitoring.
As  a  result  of  these discussions, on November 29, 1994,  Tytronics
acquired  approximately 55% of the Company's outstanding Common  Stock
from  existing stockholders, and entered into other transactions  with
the Company described below.

  On September 30, 1996, the Company acquired a majority of the issued
and  outstanding capital stock of the National Metal Refining  Company
("Nametre").   Nametre,  located  in  Metuchen,  NJ,   is  a   product
development   and   manufacturing   company   that   specializes    in
manufacturing  in-line  and  laboratory  viscosity  analyzers.   Since
Nametre was acquired on the last business day of the Company's  fiscal
year,  no  Nametre  revenues are included; however, Nametre's  balance
sheet  is  consolidated into that of the Company as of  September  30,
1996.

   During  fiscal  1996,  as  a  result of  continuing  profitability,
additional  sales  of  common  stock  to  Tytronics  increasing  its
ownership  to  approximately 67%, and the investment in  Nametre,  the
balance sheet improved significantly, as compared to fiscal 1995.   At
the  end  of  fiscal 1996, the Company's working capital  amounted  to
$298,315, a positive change of $95,854.  Stockholders' Equity amounted
to  $682,097 at September 30, 1996, a positive change of $244,041 from
the previous year end.

   The  Company  expects that it will continue to  explore  additional
business  opportunities through enhanced sales and marketing  efforts,
new   product   development,   and  the   development   of   strategic
relationships, including licensing, acquisition, or merger.   However,
there  can  be  no  guarantee  that such  activities  will  result  in
continuing and sustained profitability.

Year Ended September 30, 1996 As Compared To Year Ended September  30,
1995

  Revenues for the 1996 fiscal year totaled $2,200,603, as compared to
$2,104,692 in the comparable period of 1995, an  increase of  $95,911,
or  5%, largely due to increased instrument sales, a portion of  which
came  from  the  introduction of a new instrument,  the  Lambda  2000,
launched in the 3rd quarter of 1996.

  Cost of sales totaled $1,338,466, or 61% of sales in fiscal 1996, as
compared to $1,298,023, or 62% in fiscal 1995.  The increase in margin
is due to both operational cost reductions and the introduction of the 
new, lower cost Lambda 2000 instrument.

    Selling,  general  and  administrative  expenses  increased   from
$553,432, or 26% of sales in fiscal 1995, to $668,902, or 30% of sales
in  fiscal  1996.  The increase of $115,470 was attributable primarily
to  the  increase in selling and marketing activities and the addition
of a director of sales, marketing and engineering.

  Research and development expenses decreased from $206,629, or 10% of
sales in fiscal 1995, to $153,984, or 7% of sales in fiscal 1996.  The
decrease  of $52,645 was primarily due to the completion  of  the  new
Lambda  2000  instrument launched in the third quarter of fiscal  year
1996,   and  the  employment  of  certain  engineering  personnel   in
manufacturing  functions.  Expenses are expected to  rise  above  this
rate  in  fiscal 1997 due to increased engineering resources.  Efforts
are  being focused on the development of more competitively advantaged
products, and on upgrading the automation software, efforts which  the
Company expects to continue in fiscal year 1997.

   Income from operations decreased from $46,608, or 2.2% of sales, in
fiscal  1995 to $39,251, or 1.8% of sales,  in fiscal 1996, a decrease
of $7,357.  The decrease in income from operations is due primarily to
the increase in sales and marketing expenses, offset by increases in gross
profit.

   Net  income decreased from $12,195, or 0.6% of sales during fiscal
1995,  to  $4,041, or 0.2% of sales in fiscal 1996. Again, the decrease
in net income is primarily due to higher sales and marketing expenses, 
offset by increases in gross profit.  Interest  expense remained 
essentially constant at  $35,210 in  fiscal 1996, compared to $34,413 
in fiscal 1995.

   Total  Assets  at September 30, 1996, increased to $2,548,723  from
$1,073,217 on September 30, 1995, an increase of $1,475,506, or  137%.
The  major  part  of  the  increase is due to  the  Company  acquiring
approximately 61% of Nametre, a New Jersey manufacturer  of  viscosity
measuring instrumentation.  The fair value of Nametre's assets, excluding 
goodwill recorded by the Company in conjunction with the acquisition, were 
$971,102, net of intercompany transactions.  Excluding Nametre, the Company's
accounts receivable grew by $335,934 due to increased fourth quarter
sales.   On  the  same  basis, the Company's  inventory  decreased  by
$16,921,  to $222,316. On a consolidated basis, Equipment and Fixtures
increased  by  $1,510, including $51,763 of Nametre's small  Equipment
and  Fixtures.   Additional combined investments of $80,468  in  fixed
assets were more than offset by  depreciation expense of $120,341.

   Total  Liabilities at September 30, 1996, increased  to  $1,799,992
from  $635,161  on September 30, 1995, an increase of  $1,164,831,  or
183%.   Again,  the  major  part  of  this  increase  is  due  to  the
acquisition  of Nametre.  Nametre's liabilities represent $874,233  of
the  total consolidated liabilities. Included in Nametre's liabilities
were $155,000 of notes payable, $100,000 of which is in Current Liabilities.

  Excluding Nametre, accounts payable increased by  $328,019  to
$542,762 at the end of fiscal 1996, as compared to $214,743 at the end
of  fiscal 1995.  Of this increase, approximately $147,000 is  due  to
commissions payable for international sales, approximately $46,000  is
due  to  legal  and audit billings associated with the acquisition  of
Nametre,  and  most  of  the balance is due  to  heavier  than  normal
inventory purchases in support of  fourth quarter sales. Approximately
$114,000  of  the  commissions payable is  due  to  a  single  foreign
distributor. Accrued payroll and related expenses, excluding Nametre, 
increased by  $8,355 to  $37,086 due primarily to increased internal 
commissions due at the end  of  fiscal  1996.  Accrued other expenses, 
excluding Nametre, decreased  by  $21,454, primarily  due  to  decreases  
in accrued  warranty  of  approximately $10,000,  and  decreases in accrued 
interest  and  other  expenses  of approximately $11,000.

   Long-term debt increased by $78,968 to $213,539,  $100,000 of which
is held by Tytronics, a related party.   On October 31, 1995,  $55,000
of current debt due to Tytronics, of a total debt of $165,000, was in arrears.  
Tytronics agreed not to  demand  accelerated payment of the entire loan 
balance,  at  least until  October 1, 1996.   Subsequently, in connection with  
additional investments  by  Tytronics  of  $300,000  to  the  Company,  
Tytronics applied  $65,000  of  debt  to this stock  purchase  and  rewrote  
the remaining  $100,000 as long term debt, with payments  of  $50,000  due
November  23,  1997,  and  $50,000  due  November  23,  1998,  all  in
conjunction  with  the  issuance  of  certain  warrants  (see  CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS).

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

   Operating cash flows were positive, amounting to $136,043 during fiscal
1996, compared to $69,759 in fiscal 1995.  Operating cash flows approximated 
the sum of net income plus depreciation and amortization, with increases in 
accounts receivable of $335,934, being offset by increases in accounts payable 
of $328,019.  The effect of the purchase of Nametre in fiscal year 1996, net 
of cash acquired, was a cash outflow of $266,514; this was funded by the 
operating cash flows noted above, issuance of common stock amounting to 
$175,000, increases in amounts owed to a major stockholder, Tytronics, of 
$86,350, offset by repayments under the Company's line of credit of $41,000.
In addition, the Company funded increases in equipment and fixtures of $80,468.
The net affect of these transactions was a decrease in cash of $13,212, 
providing cash at the end of fiscal 1996 of $27,495.

   Future cash commitments are moderate, assuming continued profitability.
The combination of operating cash flows plus the Company's line of credit 
should be adequate for immediate needs.

Series A Preferred Stock

   On  November  10, 1994, the Company entered into an agreement  with
Corning  Partners III, L.P. ("Corning") and with Mr. Bayard Henry,  to
convert all of their then outstanding Series A Convertible stock  into
Common Stock.  Corning held 1,896,596 shares of Series A stock,  which
was  converted  to 2,095,110 shares of Common Stock.  Mr.  Henry  held
949,471  shares  of Series A stock, which was converted  to  1,048,851
shares  of  Common  Stock (see DEBT CONVERSION  AND  TYTRONICS'  STOCK
PURCHASE).


Series B Preferred Stock

  As of September 30, 1994, all of the Company's outstanding shares of
Series  B Preferred Stock were held by Corning. On November 10,  1994,
the  Company entered into an agreement with Corning to convert all  of
the  Series  B  Convertible  stock into Common  Stock.   Corning  held
1,000,000  shares of Series B stock, which was converted to  1,057,989
shares  of  Common  Stock (see DEBT CONVERSION  AND  TYTRONICS'  STOCK
PURCHASE).


Note payable to a founder

   In  April  1992, the Company issued a $50,000 Unsecured  Promissory
Note  to  a  founder  of  the Company.  Terms  of  the  note  required
principal repayment of $25,000 plus accrued interest at 6% on April 1,
1993  and April 1, 1994.  In August, 1994, the terms of the note, with
outstanding  debt at $44,000, were re-negotiated.  The  new  agreement
calls for 68 monthly payments of $500 each, including interest at  6%,
forgives  $5,000  principal immediately, and  forgives  an  additional
$5,000 at the end of the payment schedule if all payments are made  on
time.  At September 30, 1996, the outstanding balance was $24,572,  of
which  $19,572 is classified as a long-term liability, and  $5,000  is
classified as a current liability.


Credit agreements

   On December 22, 1994, Silicon Valley Bank provided the Company with
a  line  of credit in the amount of $350,000.  This line of credit  is
secured  by  substantially all assets of the Company.  Advances  under
this  line  shall  not exceed 70% of the Company's  eligible  accounts
receivable as defined.  These amounts are payable on demand  and  bear
interest  at  the  bank's  prime rate plus 1.5%.   Advances  are  also
contingent   upon   maintaining   certain   covenants   relative    to
profitability,  liquidity,  tangible  net  worth  and  leverage.    No
advances  occurred  until  April, 1995, when  an  initial  advance  of
$75,000 was provided. Since then, this line of credit has been in  use
to  provide  both  working capital and support for  various  payments,
including payment of debt to Tytronics.  As of September 30, 1996, and
September 30, 1995, borrowings under this line of credit were  $84,000
and $125,000, respectively, and the Company was in compliance with all
covenants.

   During the fiscal years ending September 30, 1996 and September 30,
1995,  the Company and Tytronics were also parties to various informal
working  capital  agreements  pursuant  to  which  Tytronics  provided
working capital financing to the Company on a short-term basis.   Such
working capital advances are limited by the Company's agreement  with
Silicon  Valley Bank  to $50,000 at any one time.  These advances  are
payable  on  demand with 10% interest and secured by a note.  As of September 
30, 1996, $20,000 was due to Tytronics by the Company under these 
arrangements.  During fiscal years  1996  and 1995,  the  Company  borrowed 
an aggregate of approximately $130,000 and  $111,000, respectively, including 
interest, from Tytronics under these arrangements.  


Material Contracts

   Approximately $65,600, or 3% of total sales in fiscal year 1996 and
$483,600,  or  23%  of  total sales in fiscal  year  1995  represented
revenues  under  a long term service contract with the  United  States
government.   In  the  fourth  quarter of  fiscal  1995,  the  Company
received  notification  from the United States  Government  that  this
contract  was being suspended, at least temporarily. This contract  is
terminable  at  will  by  the  U.S.  government.  Due  to  changes  in
government  appropriations, government funding  levels,  and  spending
priorities, this contract was largely suspended throughout fiscal year
1996,  and  partially reinstated late in the year. This contract  will
likely  be  further reduced or canceled, with some of the  work  being
transferred  to  existing government laboratories.  Reinstatement,  if
any,  will  be determined by the funding and direction of  the  future
Congressional budgets and Department of Energy executive decisions. The loss  
of  this contract  has had and will continue to have a material effect  on  
the Company, reducing both sales and profitability.


DEBT CONVERSION AND TYTRONICS' STOCK PURCHASE

   Pursuant  to  a  Conversion  of Debt and  Contribution  to  Capital
Agreement  dated  November 10, 1994 between the  Company  and  Corning
Partners, III, L.P., Corning Partners III, L.P. converted $315,000  of
existing promissory notes plus $59,205 of accrued interest on all such
outstanding  notes,  into  1,663,140 shares of  the  Company's  Common
Stock.  Also on November 10, 1994, the Company entered into an Accrued
Interest Conversion Agreement with Bayard Henry, pursuant to which Mr.
Henry converted interest on $50,000 of the 10% subordinated notes then
held  by  Mr.  Henry,  totaling $8,292,  into  36,860  shares  of  the
Company's Common Stock.

   Pursuant  to  a  Purchase Agreement dated November  29,  1994  (the
"Purchase Agreement"), Tytronics acquired all of the Common  Stock  of
the  Company owned by Corning Partners II, L.P., Corning Partners III,
L.P.,  Bayard  Henry,  and Edward J. Stewart, III,  consisting  of  an
aggregate   8,960,244  shares  of  the  Company's  Common  Stock   and
representing  55%  of the shares of the Company's  outstanding  voting
securities, at that time.  In connection with the Purchase  Agreement,
Tytronics also acquired $220,000 of the 10% Demand Subordinated  Notes
then  held  by  Corning  Partners III,  L.P.  and  Bayard  Henry.   In
addition,  pursuant to a Loan Agreement dated November 29,  1994  (the
"Loan  Agreement"),  the Company paid $55,000 to Tytronics  which  was
used to retire a portion of the $220,000 10% Demand Subordinated Notes
acquired  from  previous holders, and the $165,000  balance  of  these
notes was converted into a 3-year note, with annual principal payments
of  $55,000, plus interest at 10% per annum, due October  31  of  each
year.   As  of  October 31, 1995, the Company was in  arrears  on  its
current payment on this note, and remained so until September 30, 1996
(see  following paragraph).  Pursuant to the Loan Agreement, Tytronics
also provided the Company with a $150,000 demand loan, the proceeds of
which  were  used  to  pay  the remaining  indebtedness  owed  Corning
Partners II, L.P., Corning Partners III, L.P. and Bayard Henry.

   As noted above, $55,000 of current debt became due to Tytronics  on
October  31,  1995.   The  Company was unable  to  make  payment,  and
Tytronics agreed not to demand accelerated payment of the entire  loan
balance, at least until October 1, 1996.   Subsequently, in connection
with  additional investments by Tytronics of  $300,000 to the Company,
Tytronics  applied $65,000 of debt to this stock purchase and  rewrote
the remaining $100,000 as long term debt, with payments of $50,000 due
November  23,  1997,  and  $50,000  due  November  23,  1998,  all  in
conjunction  with  the  issuance  of  certain  warrants  (see  CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS).

   As  a  result  of the transaction described above,  all  previously
outstanding  shares of the Company's Series A and  B  Preferred  Stock
have  been  converted  into Common Stock, and  all  of  the  Company's
indebtedness  to  the  Corning partnerships and Mr.  Henry  have  been
converted  to  Common Stock, paid in full, or purchased by  Tytronics.
As  of September 30, 1996, the Company held notes payable to Tytronics
totaling  $100,000, all of which is a long term liability. Immediately
prior  to  the effectiveness of the Purchase Agreement with Tytronics,
the  Corning  partnerships and Messrs. Stewart and  Henry  effectively
held  8,960,244 shares of the Company's Common Stock, or  55%  of  the
Company's outstanding voting securities, which were then exchanged for
30,000  shares  of  Tytronics  common  stock,  $.01  par  value.    In
connection  with  the transaction described above, Joseph  J.  Caruso,
Joaquim  S.  S.  Ribeiro,  and  John E. Wolfe  were  also  elected  as
additional directors of the Company.

IMPACT OF INFLATION

   Although no assurance can be given, increases in the inflation rate are
not expected to materially adversely affect the Company's business.


ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

   The  Company's consolidated financial statements and the related auditors'
report  are  presented  on pages F-1 through  F-18.   The  financial
statements filed in this Item 7 are as follows:

  Report of Independent Certified Public Accountants                 F-1

  Consolidated Balance Sheets - September 30, 1996 and 1995          F-2 to F-3

  Consolidated Statements of Income for the years ended
      September 30, 1996 and 1995                                    F-4

  Consolidated Statements of Stockholders' Equity for 
  the years ended  September 30, 1996 and 1995                       F-5

  Consolidated Statements of Cash Flows for the years ended
      September 30, 1996 and 1995                                    F-6

  Notes to Consolidated Financial Statements.                        F-7 to F-18

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
  AND FINANCIAL DISCLOSURE

  None.

                               PART III

ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following is a list of the directors and executive officers of the
Company as of December 15, 1996:

Name                          Age  Position

John E. Wolfe                 58        President, Treasurer and Director
Richard Mannello              39        Vice President & General Manager
Joseph J. Caruso              53        Director
Joaquim S. S. Ribeiro         60        Director
Edward J. Stewart, III        50        Director
Salvatore J. Vinciguerra      58        Director

   Each  director  is  elected to hold office until  the  next  annual
meeting  of stockholders, and until his successor is elected and  duly
qualified.   Executive officers are elected by the Board of  Directors
and  hold  office  until  their successors are chosen  and  qualified,
subject to earlier removal by the Board of Directors.

   Mr. Wolfe joined the Company as a Director in November 1994 and was
elected  President  and  Treasurer of the Company  in  February  1995.
Since  1987,  Mr.  Wolfe has also been President and  Chief  Executive
Officer and a director of Tytronics, Incorporated, a manufacturer  and
marketer   of   on-line  chemical  analyzers  for  the   process   and
environmental markets.  Previously, Mr. Wolfe was employed  by  EG&G's
Fluid  Components Technology Group, serving as Senior Vice  President,
Western Hemisphere Operations, and Vice President and General Manager,
Engineered  Products  Division.  Mr.  Wolfe  is  also  a  Director  of
Colorado  MEDTech,  in  Boulder, Colorado,  a  publicly  held  medical
products  company.  He is also Chairman of the Board  of  Trustees  of
Bryant  College  in  Smithfield, Rhode Island, and  a  member  of  the
Executive Committee of the M.I.T. Enterprise Forum.  Mr. Wolfe holds a
B.S.  in  Electrical Engineering from Worcester Polytechnic Institute,
an  S.M.,  as  a  Sloan  Fellow,  from the Massachusetts  Institute  of
Technology,  and he has completed the Advanced Management  Program  at
the Harvard Business School.

   Mr.  Mannello joined the Company as Director, Marketing,  Sales  and
Engineering  in  November  1995.  He was elected  Vice  President  and
General Manager in November 1996.  Previously Mr. Mannello was Manager
of  Marketing  at  Loral Infrared and Imaging Systems from  1990 to 1995.
Prior  to  1990, Mr. Mannello was Manager of Marketing  for  Honeywell
Electro-Optics  Division.   Mr. Mannello  holds  a Master of Business 
Administration from  Boston University and a B.S. in Optics from the University
of Rochester Institute of Optics.

  Mr. Caruso joined the Company as a Director in 1994, and was engaged
by  the Company as Acting President from June 1993 until January 1995.
Mr.  Caruso  is  also  President of Bantam Group, Inc.  ("Bantam"),  a
business advisory organization founded in 1986.  He has twenty years  of
general  management,  marketing, and financial experience  in  several
high  technology  companies, including marketing,  manufacturing,  and
financial  roles at Teradyne, Inc., a manufacturer of  automatic  test
systems,  corporate  planning at Autex,  Inc.,  a  provider  of  block
trading  information for brokers and institutions, and  President  and
CEO  of  Cyborg  Corporation, a supplier  of  laboratory  and  factory
automation systems.  In recent years, he has served as interim CEO for
companies  in  need  of strategic change and has  served  as  personal
advisor  to  numerous company presidents.  Mr. Caruso is  presently  a
member  of the board of directors of Haymarket Bank, Boston Restaurant
Associates,  owner and operator of Italian restaurants and  pizzerias,
and  Tytronics,  Incorporated, a manufacturer  of  process  monitoring
instrumentation.   Mr.  Caruso holds a B.S. in Electrical  Engineering
from  Northeastern University and a Master of Business  Administration
degree from the Harvard Business School.

   Mr.  Ribeiro joined the Company as a Director in 1994.  Mr. Ribeiro
is  a self-employed management consultant, and is a director of Health
Source  ("CMHC")  and  the Bank of Boston - Worcester,  Massachusetts,
regional  board.   From 1992 to 1993, he served  as  vice-chairman  of
Multibank Financial Corp., a public bank holding company now  part  of
Bank  of Boston, and as interim president of CMHC.  From 1989 to 1992,
he  served  as general manager of the law firm of Bowditch  and  Dewey
and, prior to that engagement, was vice president and treasurer of the
Worcester  Polytechnic  Institute.   Mr.  Ribeiro  holds  a  B.S.   in
Aeromechanics from Worcester Polytechnic Institute, and  a  Master  of
Business   Administration  in  Economics  and   Finance   from   Clark
University.

   Mr.  Stewart  has served as a Director of the Company  since  1988.
Since  1994,  Mr.  Stewart has served as general  partner  of  Kestrel
Venture Management, a venture capital firm, and from 1983 to 1994  Mr.
Stewart  served  as  the President of Corning Capital  Corporation,  a
venture  capital  firm,  and was formerly  President  of  GWI  Leasing
Corporation from 1980 to 1983.  Mr. Stewart also serves on  the  board
of directors of approximately ten other companies, including Cambridge
Applied  Systems, a competitor of the Company.  Mr.  Stewart  holds  a
Master  of  Business Administration degree from the  Harvard  Business
School and an Administrative Studies degree from Yale University.

  Mr. Vinciguerra has been a Director of the Company since February of
1995.    He  has  been  President  and  Chief  Operating  Officer   of
FerroFluidics  Corporation since January of  1995; in June 1996 he was
appointed Chief Executive and director.   From  1991  until
1994,  Mr. Vinciguerra served as President and Chief Executive Officer
of  Staveley,  Inc.,  the U. S. operating arm of Staveley  Industries,
plc.  From 1985 until 1989, he served as President and Chief Operating
Officer of Instron Corporation, which he initially had joined in 1969.
Mr.  Vinciguerra is also a member of the board of directors of  Lytron
Corporation,  the  Japan Society of Boston and the Children's  Museum  of
Boston.   Mr.  Vinciguerra holds a B.S. in Engineering from  Princeton
University  and  a Master of Business Administration degree  from  the
Harvard Business School.


COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

   Section  16(a) of the Securities Exchange Act of 1934,  as  amended
(the  "Exchange Act"), requires the Company's directors and  officers,
and  persons  who  own  more than 10% of a  registered  class  of  the
Company's equity securities, to file initial reports of ownership  and
reports  of  changes  in  ownership with the Securities  and  Exchange
Commission  (the "SEC").  Such persons are required by SEC regulations
to  furnish  the Company with copies of all Section 16(a)  forms  they
file.

   All  requirements  under  Section 16(a) of  the  Exchange  Act  for
officers  and directors of the Company and beneficial owners  of  more
than 10% of any class of the Company's equity securities have been met
for the fiscal year ended September 30, 1996.

   The  information set forth above is based solely on  the  Company's
review  of  the  copies  of  such forms  received  by  it  or  written
representations from certain reporting persons.


DIRECTORS' COMPENSATION

   The  Company  does not pay directors for their Board  or  committee
services;  however,  non-employee directors of the  Company  are  paid
$2,000.00 per year in lieu of reimbursement for reasonable expenses of
attending  Board meetings.  In addition, non-employee directors  have,
in  the past, been granted options to purchase shares of the Company's
Common  Stock; no such options were granted during fiscal  year  1996.
During the fiscal year ended September 30, 1995,   each    of
Joaquim S.S. Ribeiro and Salvatore J. Vinciguerra were granted options
to  purchase  150,000  shares  of the Company's  Common  Stock  at  an
exercise price of $.03 per share.  Such options vest over a period  of
four years and are exercisable for five years from the date of grant.


INDEMNIFICATION

  The Company's Certificate of Incorporation includes a provision that
eliminates the personal financial liability of the Company's directors
to  the  Company or its stockholders for breach of duty as a director,
except  in  situations where there has been a breach of  the  duty  of
loyalty, a failure to act in good faith, intentional misconduct  or  a
knowing violation of the law, an improper personal benefit derived  by
a  director  from  a  transaction or a willful or  negligent  unlawful
payment  of  dividends  or  unlawful purchase  or  redemption  of  the
Company's stock.  In addition, the Company's bylaws include provisions
to  indemnify  its  officers and directors and other  persons  against
expenses,   judgments,  fines  and  amounts  paid  in  settlement   in
connection  with threatened, pending or completed suits or proceedings
against such person by reason of serving or having served as officers,
directors  or in other capacities, except in relation to matters  with
respect to which such persons shall be determined to not have acted in
good  faith, lawfully or in the best interests of the Company.  With
respect  to  matters as to which the Company's officers and  directors
and others are determined to be liable for misconduct or negligence in
their  performance of their duties, the Company's bylaws  provide  for
indemnification  only to the extent that the Company  determines  that
such  person  acted in good faith and in a manner not opposed  to  the
best  interests  of  the  Company.   Insofar  as  indemnification  for
liabilities arising under the Securities Act of 1933 (the  "Act")  may
be permitted to directors, officers or persons controlling the Company
pursuant  to  the foregoing provisions, the Company has been  informed
that in the opinion of the SEC, such indemnification is against public
policy as expressed in the Act and is therefore unenforceable.

ITEM 10.  EXECUTIVE COMPENSATION

   The following table sets forth certain information with respect  to
the  annual  and long-term compensation for services in all capacities
to  the  Company  for  the  fiscal years  ended  September  30,  1996,
September 30, 1995 and September 30, 1994, of those persons  who  were
(i) the Company's Chief Executive Officer during the fiscal year ended
September  30, 1996, and (ii) other executive officers of the  Company
as   of  September  30,  1996,  who  received  total  cash  and  bonus
compensation  in  excess  of $100,000 (the  "Named  Officers")  during
fiscal year 1996.

                        Executive Compensation
   Name and                            Other      Restr-  Securities   Other
   Principal   Year  Salary  BONUS  Compensation  icted  Underlying  Compensa-
   Position                                       Stock      All       tion
                       ($)    ($)      ($)(1)     Award  Options/SARs   ($)
                                                   ($)      (#)(2)
                                                      
   John E.     1996  52,200    0         0         n/a       n/a        n/a
   Wolfe        
   President, 
   CEO and
   Treasurer
   
   John E.     1995  33,333    0         0         n/a     200,000      n/a
   Wolfe        
   President, 
   CEO and
   Treasurer
   
   Joseph J.   1995     0      0      36,000       n/a       n/a        n/a
   Caruso       
   Acting
   President
   and CEO
   
   Joseph J.   1994     0      0      60,000       n/a       n/a        n/a
   Caruso       
   Acting
   President
   and CEO

(1) Includes consulting fees paid and accrued to Bantam.  Mr. Caruso is
President of Bantam.

(2) Represents the grant of an option to purchase 200,000 shares of the
Company's common stock which vests over a period of four years

   The  Company  did not grant any stock options or stock appreciation
rights to the executives named in the summary compensation above during
fiscal year 1996.

   The  following  table  sets  forth  information  concerning  option
exercises  during fiscal 1996 and the value of unexercised options  as
of  September 30, 1996.  No options were exercised during fiscal  year
1996  by  any  of  the  Company's  executive  officers  named  in  the
compensation table.

  Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End
                             Option Values
                                # of Unexercised     $ Value of
                   #                 Options         Unexercised
                Shares     $      at Sept. 30,    Options at Sept.
   Name        Acquired  Value        1996            30, 1996
                  on   Realized   (Exercisable/     (Exercisable/
               Exercise           Unexercisable)    Unexercisable)1
                                      
   John E.         0       $0    200,000/200,000         $0
   Wolfe
   
   Joseph J.       0       $0           0                $0
   Caruso


1 Value is based on the difference between option exercise price and
the fair market value at fiscal 1995 year end, multiplied by the
number of shares underlying the option.


CONSULTING AGREEMENT

   The  Company  and  Bantam  are parties to  a  consulting  agreement
effective   June  6,  1993,  which  continues  month-to-month   unless
terminated by either party on thirty days' notice.  Pursuant  to  this
agreement,  Bantam was paid $1,500 per month during fiscal  1996.   In
addition,  the agreement calls for the issuance of 800,000  shares  of
the Company's Common Stock plus the reimbursement of any tax liability
arising  from  the issuance of the stock.  The shares were  issued  to
Bantam  in December, 1993.  Mr. Caruso, a director of the Company,  is
also president of Bantam.


1991 STOCK PLAN

   On  March  26, 1991, the Board of Directors adopted the 1991  Stock
Plan  (the  "1991 Plan"), which was approved by the stockholders  on
March 25, 1992.  The purpose of the 1991 Plan is to provide incentives
to  officers,  directors, employees and consultants  of  the  Company.
Under  the  1991  Plan, officers and employees of the Company  may  be
granted  "incentive  stock  options" ("ISO"  or  "ISOs").   Directors,
officers,  employees  and consultants of the Company  may  be  granted
options which do not qualify as ISOs ("Non-Qualified Option" or  "Non-
Qualified  Options")  and, in addition, such persons  may  be  granted
awards  of stock in the Company ("Awards") and opportunities  to  make
direct  purchases  of  stock in the Company  ("Purchases").   Options,
Awards and Purchases are referred to as "Stock Rights".

   The  1991  Plan is administered by the Compensation Committee  (the
"Committee"), currently consisting of Messrs. Stewart and Caruso.  Mr.
Caruso  is  a former executive officer of the Company.  Directors  who
are  members of the Committee are not eligible to participate  in  the
1991 Plan.

   Subject  to  the  terms  of the 1991 Plan, the  Committee  has  the
authority  to  determine the persons to whom  Stock  Rights  shall  be
granted  (subject to certain eligibility requirements  for  grants  of
ISOs),  the number of shares covered by each such grant, the  exercise
or  purchase price per share, the time or times at which Stock  Rights
shall  be granted, and other terms and provisions governing the  Stock
Rights,  as well as the restrictions, if any, applicable to shares  of
Common  Stock  issuable upon exercise of Stock Rights.  The  Committee
also  has the authority to determine the duration and vesting rate  of
each option and whether restrictions such as repurchase rights of  the
Company  are to be imposed on shares of stock subject to Stock Rights.
The  Committee  has the authority to interpret the 1991  Plan  and  to
prescribe and rescind regulations pertaining to it.

   ISOs  under  the  1991 Plan may be granted to any employee  of  the
Company.   As  of  September 30, 1996, the Company had  17  employees.
Only those officers and directors of the Company who are employees may
be  granted  ISOs under the 1991 Plan.  In no event may the  aggregate
fair  market  value (determined on the date of grant  of  an  ISO)  of
Common  Stock  for which ISOs granted to any employee are  exercisable
for  the  first time by such employee during any calendar year  (under
all  stock  option plans of the Company) exceed $100,000.   Otherwise,
there is no restriction as to the maximum or minimum amount of options
an  employee may receive.  Non-Qualified Options, awards and  purchases
may be granted to any director, officer, employee or consultant of the
Company, other than members of the Committee.

   The  exercise price per share of ISOs granted under the  1991  Plan
cannot  be  less than the fair market value per share  of  the  Common
Stock  on  the  date  of grant, or, in the case  of  ISOs  granted  to
employees holding more than 10% of the total combined voting power  of
all classes of stock of the Company, 110% of the fair market value per
share  of  the Common Stock on the date of grant.  The exercise  price
per  share of Non-Qualified Options granted under the 1991 Plan cannot
be less than the lesser of the book value per share of Common Stock as
of  the  end  of the preceding fiscal year, or 50% of the fair  market
value per share of Common Stock on the date of grant.

   The  1991 Plan requires that each option shall expire on  the  date
specified by the Committee, but not more than ten years from its  date
of  grant in the case of ISOs and ten years and one day in the case of
Non-Qualified Options.  However, in the case of any ISO granted to  an
employee  owning more than 10% of the total combined voting  power  of
all classes of stock of the Company, such ISO shall expire on the date
specified by the Committee, but not more than five years from its date
of grant.

  Stock Rights granted under the 1991 Plan provide for full payment of
the  purchase  price therefor either (a) in United States  dollars  in
cash  or  by check, or (b) at the discretion of the Committee, through
delivery  of  shares of Common Stock having a fair market value  equal
to,  as  of the date of the exercise, the cash exercise price  of  the
Stock Right, or (c) at the discretion of the Committee, by delivery of
the grantee's personal recourse note bearing interest payable not less
than  annually  at no less than 100% of the lowest applicable  Federal
rate,  as  defined  in  Section 1274(d) of the Code,  or  (d)  at  the
discretion  of the Committee, by any combination of (a), (b)  and  (c)
above.  By allowing at the discretion of the Committee, payment of the
exercise  price  by delivering shares of the Company,  the  1991  Plan
permits the "pyramiding" of shares.  Pyramiding occurs when the option
holder in a series of successive transactions uses the shares received
upon  the  prior  exercise of an option to purchase additional  shares
under   further  outstanding  options.   A  participant  can   thereby
substantially increase his equity ownership in the Company  without  a
significant contribution.

   The  1991  Plan  authorizes the grant of Stock  Rights  to  acquire
3,000,000 shares of Common Stock.  Pursuant to the terms of  the  1991
Plan,  shares  subject to options which for any reason expire  or  are
terminated unexercised as to such shares may again be the subject of a
grant under the 1991 Plan.

   Options to purchase an aggregate of 100,000 shares of Common  Stock
at an exercise price of $.03 per share were granted during fiscal year
1996  to Richard Mannello, Vice-President and General Manager  of  the
Company.  No other options or rights were granted under the 1991  Plan
during  the 1996 fiscal year.  Options for 3,000 shares were  canceled
during  fiscal  1996.  As of September 30, 1996, options  to  purchase
624,000  shares  of Common Stock were issued and unexercised  and  had
been  granted  under the 1991 plan, and no options granted  under  the
1991 Plan had been exercised.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

  The following table sets forth, as of December 15, 1996, to the
knowledge of the Company, the ownership of the Company's 22,296,878
outstanding shares of Common Stock by (i) each person who is known by
the Company to own of record or beneficially more than five percent
(5%) of the outstanding shares of the Company's Common Stock, (ii)
each of the Company's Directors, and (iii) all Directors and officers
as a group.  Except as otherwise indicated, to the knowledge of the
Company, the stockholders listed below have sole voting and investment
power with respect to the shares indicated.

                                  Number of Shares    Percentage
Name and Address of Beneficial   Beneficially Owned   of Class 1
             Owner

Tytronics Incorporated 2              14,960,244         67.1%
224 Calvary Street, P.O. Box 590
Waltham, MA 02254-0590

Bantam Group, Inc.3                    1,435,000          6.4%
50 Bay Colony Drive 
Westwood, MA 02090

John E. Wolfe                            200,000 4         *

Richard Mannello                         300,000 4         *

Joaquim S.S. Ribeiro                     150,000 4         *

Salvatore J. Vinciguerra                 150,000 4         *

All Officers and Directors as a       17,195,244 4        75.9%
group (4 persons)

                             *Less than 1%

1 Pursuant to the rules of the Securities and Exchange Commission,
shares of Common Stock which an individual or group has a right to
acquire within 60 days of this Report pursuant to the exercise of
presently exercisable or outstanding options, warrants or conversion
privileges are deemed to be outstanding for the purpose of computing
the percentage ownership of such individual or group, but are not
deemed to be outstanding for the purpose of computing the percentage
ownership of any other person shown in the table.

2 Joseph J. Caruso, Edward J. Stewart, and John E. Wolfe, Directors of
the Company, are also Directors of Tytronics Incorporated.

3 Mr. Caruso, as president of Bantam, has sole voting and investment
power with respect to the 1,435,000 shares of Common Stock owned by
Bantam.

4 Of the total shares reported 800,000 shares are issuable upon the
exercise of currently outstanding stock options.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   The  Company  and  Bantam  are parties to  a  consulting  agreement
effective   June  6,  1993,  which  continues  month-to-month   unless
terminated by either party on thirty days' notice.  Pursuant  to  this
agreement,  Bantam  was  paid $5,000 per month through  January  1995,
$2,000  per  month  through October 1, 1995  and  $1,500  per   month
thereafter.    Mr. Caruso, a Director of the Company, is president  of
Bantam.

   Pursuant  to  a  Conversion  of Debt and  Contribution  to  Capital
Agreement  dated  November 10, 1994 between the  Company  and  Corning
Partners, III, L.P., Corning Partners III, L.P. converted $315,000  of
existing  promissory notes, plus $59,205 of accrued  interest  on  all
such  outstanding notes, into 1,663,140 shares of the Company's Common
Stock.   Edward  J. Stewart, III, a Director of the Company,  was  the
President   and  a  director  of  Corning  Capital  Corporation,   the
management  company serving Corning Partners II, L.P., and  a  general
partner  of Corning Partners II, L.P.  Also on November 10, 1994,  the
Company  entered  into an Accrued Interest Conversion  Agreement  with
Bayard  Henry,  a  former 5% stockholder of the Company,  pursuant  to
which  Mr. Henry converted interest on $50,000 of the 10% subordinated
notes  then held by Mr. Henry, totaling $8,292, into 36,860 shares  of
the Company's Common Stock.

   Pursuant  to  a  Purchase Agreement dated November  29,  1994  (the
"Purchase  Agreement"), Tytronics Incorporated ("Tytronics")  acquired
all  of the Common Stock of the Company owned by Corning Partners  II,
L.P., Corning Partners III, L.P., Bayard Henry, and Edward J. Stewart,
III,  consisting  of an aggregate 8,960,244 shares  of  the  Company's
Common  Stock  at  the  time representing 55% of  the  shares  of  the
Company's  outstanding  voting securities.   In  connection  with  the
Purchase Agreement, Tytronics also acquired $220,000 of the 10% Demand
Subordinated Notes then held by Corning Partners III, L.P. and  Bayard
Henry.   In addition, pursuant to a Loan Agreement dated November  29,
1994  (the  "Loan Agreement"), the Company paid $55,000  to  Tytronics
which  was  used  to  retire  a portion of  the  $220,000  10%  Demand
Subordinated  Notes acquired by Tytronics from previous  holders,  and
the  $165,000 balance of these notes was converted into a 3-year note,
with  annual principal payments of $55,000, plus interest at  10%  per
annum,  due  October 31 of each year.  Pursuant to the Loan Agreement,
Tytronics  also provided the Company with a $150,000 demand loan,  the
proceeds  of  which  were used to pay the remaining indebtedness  owed
Corning Partners II, L.P., Corning Partners III, L.P. and Mr. Henry.

   As  a  result  of the transaction described above,  all  previously
outstanding  shares of the Company's Series A and  B  Preferred  Stock
have  been  converted  into Common Stock, and  all  of  the  Company's
indebtedness  to  the Corning partnerships and Mr. Henry  have  either
been  converted  to  Common  Stock, paid  in  full,  or  purchased  by
Tytronics.   As of September 30, 1995, the Company held notes  payable
to  Tytronics  totaling  $165,000, of  which  $55,000  was  a  current
liability,  and  $110,000 was a long-term liability on  the  Company's
balance  sheet  at  September  30, 1995.   Immediately  prior  to  the
effectiveness  of the Purchase Agreement with Tytronics,  the  Corning
partnerships and Messrs.  Stewart and Henry effectively held 8,960,244
shares  of  the  Company's  Common Stock,  or  55%  of  the  Company's
outstanding voting securities, which were exchanged for 30,000  shares
of  Tytronics  common stock, $.01 par value.  In connection  with  the
transaction described above, Joseph J. Caruso, Joaquim S. S.  Ribeiro,
and  John  E. Wolfe were also elected as additional directors  of  the
Company.

   Effective  September  30, 1996, the Company  acquired  One  Hundred
Twenty  Thousand  (120,000) shares (the "Shares") of  common  stock  ,
$0.013 par value, of National Metal Refining Company ("Nametre")  for
cash of $225,000, notes payable of $75,000, and acquisition costs.  
The Company raised the funds to acquire the Shares from Nametre by issuing 
Six Million (6,000,000) shares of the Company's common stock, $0.01 par value, 
to Tytronics at a purchase price of Five Cents ($0.05) per share.  Joseph J. 
Caruso, a director of the Company, is also a director of Nametre.   Messrs.
Caruso,  Stewart  and  Wolfe,  directors  of  the  Company,  are  also
directors  of Tytronics.  In addition, Mr. Caruso is the president  of
Bantam,  which  is a stockholder of the Company and  Nametre  and  has
entered into consulting agreements with Nametre and the Company.

   The  Company and Tytronics share operating facilities at 25 Wiggins
Avenue,  Bedford,  Massachusetts.  The Company and Tytronics  allocate
rental  expense  associated  with the facility  based  on  the  square
footage  occupied by each company.  This arrangement currently results
in  the payment by Tytronics to the Company of approximately $3000 per
month  for  the  occupancy by Tytronics of a portion of the  Company's
leased  facilities.   The  Company  and  Tytronics  also  share  other
operating  and administrative costs based on estimated usage.   During
the  fiscal  years ended September 30, 1996, and 1995,  this  informal
agreement  resulted  in  the  payment  of  approximately  $80,000  and
$68,000, respectively, by the Company to Tytronics for such  operating
and administrative costs.

   During  the  fiscal year ended September 30, 1996, the Company  and
Tytronics  were  also  parties  to various  informal  working  capital
agreements  pursuant  to  which  Tytronics  provided  working  capital
financing to the Company on a short-term basis.  Such working  capital
advances  are limited by the Silicon Valley Bank agreement to  $50,000
at  any  one  time.   These advances are payable on  demand  with  10%
interest.   As of fiscal year end, September 30, 1996, $20,000 was due 
to Tytronics by the Company under these arrangements.  During fiscal year 
1996 and 1995, the Company borrowed an aggregate of $130,000 and $111,000, 
including interest, from Tytronics under these arrangements. Also during 
fiscal year 1996, the Company restructured its existing debt to Tytronics 
by extending the due date for an aggregate of $155,000 of existing debt 
in exchange for the issuance of warrants to Tytronics to purchase 1,000,000 
and 1,100,000 shares of the Company's common stock at warrant exercise prices  
of $.05 and $.10 per  share, respectively.  

PART IV

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a) List of Exhibits: The following exhibits are filed as a part
of this Annual Report on Form 10-KSB or incorporated by reference.

3.01  Certificate of Incorporation, as amended, including Certificates
of  Designation for the terms of the Series A and Series  B  Preferred
Stock (filed as exhibit 3.01 to Form 10-K dated December 27, 1991  and
incorporated by reference).

3.02  Bylaws  (filed as Exhibit 3d to Registration Statement  No.  33-
13027-B on Form S-18 and incorporated by reference).

4.01  Agreement to Purchase 7% Exchangeable Subordinated Notes between
Holometrix, Inc. and the Purchasers named therein (the "Note  Purchase
Agreement")  (filed as Exhibit 4a to Form 8 dated July  14,  1988  and
incorporated by reference).

4.02  Exhibits  A,  B(1),  B(2) and C to the Note  Purchase  Agreement
(filed as Exhibit 4b to Form 8 dated July 14, 1988 and incorporated by
reference).

10.01     1987 Stock Option Plan (filed as Exhibit 10f to Registration
Statement No. 33-13027-B on Form S-18 and incorporated by reference).

10.02     1991 Stock Plan, as amended (filed as exhibit 10.02 to Form 10-K
dated December 27, 1991 and incorporated by reference).

10.03      Form  of Incentive Stock Option Agreement under 1991  Stock
Plan (filed as exhibit 10.03 to Form 10-K dated December 27, 1991 and 
incorporated by reference).

10.04      Form  of  Non-qualified Stock Option Agreement  under  1991
Stock Plan (filed as exhibit 10.04 to Form 10-K dated December 27, 1991 and
incorporated by reference).

10.05      Stock Repurchase Agreement with Douglas B. Flint (filed  as
Exhibit  1Oh to Registration Statement No. 33-13027-B and incorporated
by reference).

10.06      Agreement for Purchase and Sale of Assets  by  and  between
Holometrix, Inc. and Dynatech Scientific, Inc. dated October  2,  1987
(filed  as  Exhibit  2  to  Form 8-K filed on  October  17,  1987  and
incorporated by reference).

10.07      Agreement  to Purchase Stock of Dynatech  Scientific,  Inc.
from   Dynatech   Corporation  by  Holometrix,  Inc.  (the   "Dynatech
Scientific Stock Purchase Agreement") (filed as Exhibit 2a to  Form  8
dated July 14, 1988 and incorporated by reference).

10.08     Exhibits A, B, & C to the Dynatech Scientific Stock Purchase
Agreement  (filed  as Exhibit 2b to Form 8 dated  July  14,  1988  and
incorporated by reference).

10.09      Loan and Security Agreement between Shawmut Bank, N.A.  and
Holometrix, Inc. (the "Loan and Security Agreement") (filed as Exhibit
10a to Form 8 dated July 14, 1988 and incorporated by reference).

10.10      Exhibits 1.1 and 2.4 to Loan and Security Agreement  (filed
as  Exhibit  10b  to  Form 8 dated July 14, 1988 and  incorporated  by
reference).

10.11      Lease  dated October 1, 1991 between Holometrix,  Inc.  and
Springfield Institute for Savings (the "Lease") for the premises at 25
Wiggins Avenue, Bedford, Massachusetts (filed as exhibit 10.11 to Form
10-K dated December 27, 1991 and incorporated by reference).

10.12      First  amendment  of Lease dated August  19,  1993  between
Holometrix,  Inc.  and Opta Food Ingredients, Inc. (the  successor  in
interest to Springfield Institution for Savings), for the premises  at
25 Wiggins Avenue, Bedford, Massachusetts (filed as exhibit 10.12 to Form
10-KSB dated December 27, 1995 and incorporated by reference).

10.13      Agreement  to Purchase 10% Exchangeable Subordinated  Notes
and Warrants between Holometrix, Inc. and the Purchasers named therein
(the "Note and Warrant Purchase Agreement") (filed as Exhibit 10.11 to
Form  10-K  dated  December  27,  1990  and  incorporated  herein   by
reference)

10.14      Exhibits A and B to the Note and Warrant Purchase Agreement
(filed  as  Exhibit 10, 12 to Form 10-K dated December  27,  1990  and
incorporated herein by reference).

10.15      Agreement  to  Purchase Series B  Preferred  Stock  between
Holometrix, Inc. and Norman Priebatsch dated April 26, 1991 (filed  as
exhibit 10.14 to Form 10-K dated December 27, 1991 and incorporated by
reference).

10.16      Agreement for Purchase and Sale of Assets  by  and  between
Holometrix,   Inc.   and   Azimuth   Corporation   (formerly   Precept
Corporation) (filed as exhibit 10.15 to Form 1OK dated December  27,
1991 and incorporated by reference).

10.17      Loan  Agreement between Holometrix, Inc. and Shawmut  Bank,
N.A. dated March 1, 1993 (filed as exhibit 10.16 to Form 10-KSB dated
September 8, 1994 and incorporated by reference).

10.18      Unsecured  Promissory  Note between  Holometrix,  Inc.  and
Corning  Partners III, L.P. dated February 24, 1993 (filed as  exhibit
10.17  to  Form  10-KSB dated September 8, 1994  and  incorporated  by
reference).

10.19      Unsecured  Promissory  Note between  Holometrix,  Inc.  and
Corning Partners III, L.P. dated June 11, 1993 (filed as exhibit 10.18
to Form 10-KSB dated September 8, 1994 and incorporated by reference).

10.20      Unsecured  Promissory  Note between  Holometrix,  Inc.  and
Corning Partners III, L.P. dated July 1, 1993 (filed as exhibit 10. 19
to Form 1O-KSB dated September 8, 1994 and incorporated by reference).

10.21      Unsecured  Promissory  Note between  Holometrix,  Inc.  and
Bayard  Henry dated March 3, 1993 (filed as exhibit 10.20 to Form  10-
KSB dated September 8, 1994 and incorporated by reference).

10.22      Consulting  Agreement  between  Holometrix,  Inc.,  Corning
Partners II, L.P., Corning Partners III, L.P., and Bantam, dated  June
7, 1993 (filed as exhibit 10.21 to Form 10-KSB dated September 8, 1994
and incorporated by reference).

10.23      Stock  Redemption Agreement between  Holometrix,  Inc.  and
Dhananjay G. Wadekar dated September 30, 1994 (filed as exhibit  10.22
to  Form  10-KSB  dated December 27, 1994 and incorporated  herein  by
reference).

10.24      Stock  Redemption Agreement between  Holometrix,  Inc.  and
Douglas B. Flint and Susan M. Flint, as joint tenants, dated September
30,  1994  (filed as exhibit 10.23 to Form 10-KSB dated  December  27,
1994 and incorporated herein by reference).

10.25       Preferred  Stock  Conversion  Agreement   by   and   among
Holometrix, Inc. and the shareholders named therein dated November 10,
1994  (filed as exhibit 10.24 to Form 10-KSB dated December  27,  1994
and incorporated herein by reference).

10.26     Conversion of Debt and Contribution to Capital Agreement  by
and  between  Holometrix, Inc. and Corning Partners  III,  L.P.  dated
November  10,  1994  (filed  as exhibit 10.25  to  Form  10-KSB  dated
December 27, 1994, and incorporated herein by reference).

10.27       Accrued  Interest  Conversion  Agreement  by  and  between
Holometrix,  Inc. and Bayard Henry dated November 10, 1994  (filed  as
exhibit  10.26 to Form 10-KSB dated December 27, 1994 and incorporated
herein by reference).

10.28       Loan   Agreement   between  Tytronics   Incorporated   and
Holometrix,  Inc. dated November 29, 1994 (filed as exhibit  10.27  to
Form  10-KSB  dated  December  27, 1994  and  incorporated  herein  by
reference).

10.29      Secured  Demand Promissory Note in the aggregate  principal
amount   of   $150,000  issued  by  Holometrix,  Inc.   to   Tytronics
Incorporated dated November 29, 1994 (filed as exhibit 10.28  to  Form
10-KSB dated December 27, 1994 and incorporated herein by reference).

10.30      Secured Term Promissory Note issued by Holometrix, Inc.  to
Tytronics  Incorporated in the aggregate principal amount of  $165,000
dated  November 29, 1994 (filed as exhibit 10.29 to Form 10-KSB  dated
December 27, 1994 and incorporated herein by reference).

10.31      Security Agreement between Holometrix, Inc.  and  Tytronics
Incorporated dated November 29, 1994 (filed as exhibit 10.31 to Form 10-KSB
dated December 27, 1994, and incorporated herein by reference).

10.32      Purchasing Contract dated February 15, 1995 between  Sandia
National Laboratories and Holometrix, Inc. and Amendment thereto dated
August 30, 1995 (filed as exhibit 10.32 to Form 10-KSB dated December 27, 1995
and incorporated herein by reference).

10.33     Letter Agreement between Silicon Valley Bank and Holometrix,
Inc.  dated December 22, 1994  (filed as exhibit 10.33 to Form  10-KSB
dated December 27, 1995, and incorporated herein by reference).

10.34      Promissory  Note dated December 22, 1994  in  the  original
principal  amount of $350,000 executed by Holometrix, Inc.  (filed  as
exhibit 10.34 to Form 10-KSB dated December 27, 1995, and incorporated
herein by reference).

10.35      Loan  Modification Agreement dated August 14, 1995  between
Holometrix, Inc. and Silicon Valley Bank  (filed as exhibit  10.35  to
Form  10-KSB  dated  December  27, 1995, and  incorporated  herein  by
reference).

10.36   Third Amendment of Lease between  Opta  Food  Ingredients,  Inc.  and
Holometrix, dated September 30, 1996 (filed herewith).

27    Financial Data Schedule

(b)   Reports  on  Form  8-K.  The Company did not  file  any  Current
Reports  on  Form  8-K  during  the  Company's  fiscal  quarter  ended
September 30, 1996.


  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:


HOLOMETRIX, INC.


By: /s/John E. Wolfe                      DATE:  December 27, 1996
  John E. Wolfe, President and Treasurer
  (principal executive, financial
   and accounting officer)

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


Name                         Capacity         Date



/s/Joseph J. Caruso          Director         December 27, 1996
Joseph J. Caruso



/s/Joaquim S. S. Ribeiro     Director         December 27, 1996
Joaquim S. S. Ribeiro



/s/Edward J. Stewart, III    Director         December 27, 1996
Edward J. Stewart, III



/s/Salvatore Vinciguerra     Director         December 27, 1996
Salvatore Vinciguerra



/s/John E. Wolfe            Director         December 27, 1996
John E. Wolfe

                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                  
Report of Independent Certified Public Accountants
                                
                                
Board of Directors and Stockholders
Holometrix, Inc.
Bedford, Massachusetts


We  have audited the accompanying consolidated balance sheets  of
Holometrix, Inc. and subsidiary as of September 30, 1996 and 1995
and the related consolidated statements of income,
stockholders'  equity, and cash flows for the years  then  ended.
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  Holometrix, Inc. and subsidiary  at  September  30,
1996 and 1995, and the consolidated results of their operations 
and their cash flows  for  the  years  then ended in conformity  
with  generally accepted accounting principles.

                                            /s/ BDO Seidman
                                            BDO  Seidman, LLP





Boston, Massachusetts
November 26 , 1996


                 HOLOMETRIX, INC. AND SUBSIDIARY
                   CONSOLIDATED BALANCE SHEETS
                             ASSETS
                   SEPTEMBER 30, 1996 AND 1995
                        (Notes B, G and H)


                                      1996           1995
                                               
CURRENT ASSETS:                                
                                               
     Cash and cash equivalents     $   27,495    $   40,707
     Accounts receivable, less                             
       allowance for doubtful 
       accounts of $35,000          1,162,148       407,633
       for 1996 and $20,000
       for 1995 (Note L)
     Inventories (Note D)             662,323       239,238
     Other current assets              32,802        15,473
                                                           
           TOTAL CURRENT ASSETS     1,884,768       703,051
                                                           
EQUIPMENT AND FIXTURES - net          351,656       350,146
(Note E)
                                                           
OTHER ASSETS - net (Notes B and F)    312,299        20,020
                                               
           TOTAL ASSETS            $2,548,723    $1,073,217
                                
                                
         See accompanying notes to consolidated financial statements
                                
                HOLOMETRIX, INC., AND SUBSIDIARY
             CONSOLIDATED BALANCE SHEETS - Continued
              LIABILITIES AND STOCKHOLDERS' EQUITY
                   SEPTEMBER 30, 1996 AND 1995
                                
                                             1996        1995
CURRENT LIABILITIES:

 Notes payable - stockholders 
  (Notes B and G)                      $    20,000      55,000
 Notes payable -line of credit (Note G)     84,000     125,000
 Accounts payable                        1,204,028     214,743
 Accrued payroll and related expenses       37,086      28,731
 Accrued expenses - other                   59,135      61,589
 Due to stockholder (Note M)                77,204      10,854
 Current maturities of long-term 
   obligations (Note H)                    105,000       4,673

     TOTAL CURRENT LIABILITIES           1,586,453     500,590

LONG-TERM DEBT:
 Notes payable-stockholders,
   less current maturities 
   (Notes B and G)                         100,000     110,000
 Long term obligations, less 
   current maturities (Note H)             113,539      24,571

MINORITY INTEREST IN CONSOLIDATED 
   SUBSIDIARY  (Note N)                     66,634           -

COMMITMENTS AND CONTINGENCIES 
  (Notes G,H,J,K and M)

STOCKHOLDERS' EQUITY (Notes B and K):

 Common Stock, $.01 par value, 30,000,000 
   shares authorized; issued 26,533,157 
   in 1996 and 20,533,157 in 1995; 
   outstanding 22,296,878 in 1996 and 
   16,296,878 in 1995                      265,332     205,332
 Additional paid-in capital              2,459,009   2,219,009
 Accumulated deficit                    (1,878,244) (1,882,285)
                                        ___________ ___________   
                                           846,097     542,056
 Less: Treasury stock (at cost)            104,000     104,000
       Subscriptions Receivable              60,000           _


 TOTAL STOCKHOLDERS' EQUITY                682,097     438,056

     TOTAL LIABILITIES AND
       STOCKHOLDERS' EQUITY             $2,548,723  $1,073,217
                                
                                
         See accompanying notes to consolidated financial statements
                 
                 HOLOMETRIX, INC. AND SUBSIDIARY
              CONSOLIDATED STATEMENTS OF INCOME 
             YEARS ENDED SEPTEMBER 30, 1996 AND 1995
                       (Note B)
                                
                                    1996         1995

NET REVENUES (Note L)           $2,200,603     $2,104,692

COST OF SALES                    1,338,466      1,298,023

GROSS PROFIT                       862,137        806,669

SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES          668,902        553,432

RESEARCH AND DEVELOPMENT           153,984        206,629

  TOTAL OPERATING EXPENSES         822,886        760,061

INCOME FROM OPERATIONS              39,251         46,608

INTEREST EXPENSE                    35,210         34,413

NET INCOME                      $    4,041      $  12,195

NET INCOME PER COMMON SHARE           $0.00         $0.00

WEIGHTED AVERAGE NUMBER OF
  COMMON AND COMMON EQUIVALENT
  SHARES USED IN CALCULATION OF
  INCOME PER COMMON SHARE 
  (Note B)                      16,313,316     15,846,006
                                
                                
         See accompanying notes to consolidated financial statements
                         
                         HOLOMETRIX, INC. AND SUBSIDIARY
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                     YEARS ENDED SEPTEMBER 30, 1996 AND 1995
                                    (Note B)
 <TABLE>                                       
 
<S>                             <C>           <C>        <C>         <C>          <C>     
                                    Preferred Stock
                                       Series B              Common Stock          Additional     
                                    Par Value $.01          Par Value $.01         Paid-in        
                                  Shares        Amount     Shares     Amount       Capital    

BALANCE, September 30, 1994      1,250,000     $12,500   14,631,207  $146,312     $1,344,780
Conversion of debt to equity             -           -    1,663,140    16,631        357,573
Conversion of accrued interest 
to equity                                -           -       36,860       369          7,923   
Common shares repurchased                -           -            -         -              -    
Conversion of Series "A" Preferred
Stock into Common Stock                  -           -    3,143,961    31,440        509,313  
Conversion of Series "B" Preferred
Stock into Common Stock         (1,250,000)    (12,500)   1,057,989    10,580           (580)  
Net income for year                      -           -            -         -              -   
BALANCE, September 30, 1995              -           -   20,533,157   205,332       2,219,009

Common shares issued                     -           -    6,000,000    60,000         240,000 
Net income for year                      -           -            -         -               - 

BALANCE, September 30, 1996              -    $      -   26,533,157  $265,332      $2,459,009


                                                                                         Total
                                  Accumulated      Treasury Stock       Subscriptions  Stockholders'  
                                  Deficit         Shares      Amount    Receivable     Equity(Deficit)

BALANCE, September 30, 1994     $(1,894,480)    (3,886,279) $(103,500)  $        -      $(494,388)
Conversion of debt to equity              _              _          _            _        374,204
Conversion of accrued interest
to equity                                 _              _          _            _          8,292
Common shares repurchased                 _       (600,000)    (3,000)           _         (3,000)   
Conversion of Series "A" Preferred
Stock into Common Stock                   _              _          _            _        540,753
Conversion of Series "B" Preferred
Stock into Common Stock                   _        250,000      2,500            _              _
Net income for year                  12,195              -          -            _         12,195

BALANCE, September 30, 1995      (1,882,285)    (4,236,279)  (104,000)           _        438,056

Common shares issued                      _              _          _      (60,000)       240,000
Net income for year                   4,041              _          _            _          4,041

BALANCE, September 30, 1996     $(1,878,244)    (4,236,279) $(104,000)    ($60,000)      $682,097
</TABLE>

See accompanying notes to consolidated financial statements.



                   HOLOMETRIX, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF CASH FLOWS
               YEARS ENDED SEPTEMBER 30, 1996 AND 1995
                              (Note N)

                                            1996        1995
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income                              $  4,041  $   12,195
 Adjustments to reconcile net income 
 to net cash provided by  operations:
  Depreciation and amortization           125,125     182,292
  Loss on disposal of equipment 
  and fixtures                                  -       2,980
   Changes in operating assets and 
    liabilities, net of effects of 
    acquisition:
   Accounts receivable                   (335,934)    (60,959)
   Inventories                             16,921     (40,333)
   Other current assets                    10,970      (2,818)
   Accounts payable                       328,019      62,585
   Accrued expenses                       (13,099)    (86,183)

     Net cash provided by operating 
       activities                         136,043      69,759

CASH FLOWS FROM INVESTING ACTIVITIES:
 Equipment and fixtures additions         (80,468)    (59,344)
 Purchase of Nametre, net of 
  cash acquired                          (266,514)         -
 (Increase) decrease in other assets      (17,956)        650

     Net cash used for investing 
       activities                        (364,938)    (58,694)

CASH FLOWS FROM FINANCING ACTIVITIES:
 Due to stockholder, net                   86,350      10,854
  Borrowings  (repayments) of notes - 
   stockholders & others                        -    (205,000)
 Purchase of treasury stock                     -      (3,000)
 Proceeds from issuance of common stock   175,000           -
 Net borrowings (repayments) under 
   line of credit                         (41,000)    125,000
 Repayments under long term obligations    (4,667)     (6,715)

      Net  cash provided (used) for 
       financing activities               215,683     (78,861)

Net  increase  (decrease) in cash and 
  cash equivalents                        (13,212)    (67,796)

Cash and cash equivalents, beginning 
   of year                                 40,707     108,503

Cash and cash equivalents, end of year    $27,495     $40,707
                                  
                                  
           See accompanying notes to consolidated financial statements

                   HOLOMETRIX, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               YEARS ENDED SEPTEMBER 30, 1996 AND 1995
                                  
A. Business Organization:

    Holometrix,   Inc.  (the  "Company"),  a  Delaware   corporation
incorporated   on  October  23,  1985,  is  a  product  development,
manufacturing  and contract test services company which  specializes
in  manufacturing instruments and providing contract  test  services
for  measuring  the thermophysical properties of a wide  variety  of
materials.  The  Company's Instruments Division currently designs, 
manufactures and distributes five product lines containing a total of 
seventeen instrument models which  measure  thermophysical properties 
for research  and  quality control  applications.   The  Company's  
Testing  Services  Division provides contract test and engineering 
services to evaluate  various temperature-related performance factors 
of virtually  any  material.  The  Testing Services Division also performs 
mechanical and physical properties testing.  The Company is located in Bedford, 
MA.

   In  1996,  the  Company purchased a majority of  the  issued  and
outstanding  capital  stock of National Metal Refining Company, Inc.
("Nametre"  or "Subsidiary").  Nametre is a product development  and
manufacturing company that specializes in manufacturing in-line  and
laboratory viscosity analyzers.  These analyzers are used to measure
the  viscosity and viscoelasticity of a wide range of materials that
are sold to the polymer manufacturing, petrochemical, food, paints
and  coatings  and pulp and paper markets.  Nametre  is  located  in
Metuchen, NJ.


B. Acquisition, Debt Conversion and Certain Capital Transactions (see Note G):

Acquisition

   On  September 30, 1996, the Company acquired approximately 61.23%
of  the outstanding shares of National Metal Refining Company, Inc.,
(Nametre) a developer of instruments for the measurement of  viscous
properties of materials, for $225,000 in cash and $75,000  in  notes
payable, plus acquisition costs.  The acquisition has been accounted 
for under the purchase method of accounting, resulting in the cost of the 
acquisition being preliminarily allocated on the basis of the  estimated 
fair value of the assets acquired and liabilities assumed.  This allocation
has resulted in goodwill of approximately $245,000 which is being amortized 
over 15 years.  The purchase also provided for the acquisition by the 
Company of warrants to purchase an additional 13,334 shares at $3 per share 
and 10,000 shares at $6 per share.   The Company raised the funds to acquire  
Nametre by issuing 6,000,000 shares of the Company's common stock to Tytronics,
Incorporated ("Tytronics"), at a purchase price of $.05 per share.  At the 
time of this sale of shares, the Company entered into a debt restructuring 
agreement with Tytronics; in conjunction with that agreement, the Company
also issued warrants to Tytronics to purchase one million, one hundred thousand
(1,100,000) shares of Common Stock at an exercise price of $0.05 per share
and one million (1,000,000) shares of Common Stock at an exercise price of 
$0.10 per share, expiring February 1, 2006.  Joseph J. Caruso,  a  director of 
the Company, is also a director of Nametre. In addition, Mr. Caruso is the 
president of Bantam, which is a stockholder of the Company and Nametre and 
has entered into consulting  agreements with Nametre and the Company.   The
purchase did  not  have  a material effect on the Consolidated Statement  of
Income for the year ended September 30, 1996.

   The  unaudited pro forma consolidated results of the Company  for
the  years  ended  September 30, 1996 and 1995,  assuming  that  the
acquisition had occurred at the beginning of each period  presented,
and  after  giving effect to certain pro forma adjustments,  are  as
follows:

                                             (Unaudited)
                                            September 30,
                                      1996                     1995
     Revenue                      $4,803,389               $4,775,711
     Net loss                        (27,010)                (159,131)
     Net loss per share                (0.00)                   (0.01)


Conversion of Debt

   Pursuant  to  a  Conversion of Debt and Contribution  to  Capital
Agreement  dated November 10, 1994 between the Company  and  Corning
Partners,  III, L.P., Corning Partners III, L.P. converted  $315,000
of existing promissory notes plus $59,205 of accrued interest on all
such  outstanding  notes,  into 1,663,140 shares  of  the  Company's
Common  Stock.  Also on November 10, 1994, the Company entered  into
an Accrued Interest Conversion Agreement with Bayard Henry, pursuant
to  which  Mr.  Henry  converted interest  on  $50,000  of  the  10%
subordinated  notes  then held by Mr. Henry, totaling  $8,292,  into
36,860 shares of the Company's Common Stock.

   Pursuant  to  a Purchase Agreement dated November 29,  1994  (the
"Purchase Agreement"), Tytronics acquired all of the Common Stock of
the  Company  owned by Corning Partners II, L.P.,  Corning  Partners
III,  L.P., Bayard Henry, and Edward J. Stewart, III, consisting  of
an  aggregate  8,960,244 shares of the Company's  Common  Stock  and
representing  55% of the shares of the Company's outstanding  voting
securities,   at  that  time.   In  connection  with  the   Purchase
Agreement,  Tytronics  also  acquired $220,000  of  the  10%  Demand
Subordinated  Notes  then held by Corning  Partners  III,  L.P.  and
Bayard  Henry.   In  addition, pursuant to a  Loan  Agreement  dated
November  29, 1994 (the "Loan Agreement"), the Company paid  $55,000
to  Tytronics which was used to retire a portion of the $220,000 10%
Demand  Subordinated Notes acquired from previous holders,  and  the
$165,000  balance of these notes was converted into a  3-year  note,
with annual principal payments of $55,000, plus interest at 10%  per
annum,  due  October 31 of each year.  As of October 31,  1995,  the
Company  was  in arrears on its then due payment on this  note,  and
remained  so  until  September 30, 1996. Pursuant to the Loan Agreement, 
Tytronics also provided the Company with a $150,000 demand loan, the 
proceeds of which were used to pay the remaining indebtedness owed 
Corning Partners II, L.P., Corning Partners III, L.P. and Bayard Henry.

   As  noted  above, subsequent to year end September 30, 1995,  the
Company failed to make its required October 31, 1995 installment and
was,  therefore,  in  default  under  the  provisions  of  the  loan
agreement.   Tytronics agreed not to demand accelerated  payment  of
the   entire  loan  balance,  at  least  until  October   1,   1996.
Subsequently,  in  support  of  the  Nametre  acquisition,  and   in
connection with additional investments by Tytronics of  $300,000  to
the  Company,  Tytronics  applied $65,000  of  debt  to  this  stock
purchase and rewrote the remaining $100,000 as long term debt,  with
payments  of $50,000 due November 23, 1997, and $50,000 due November
23, 1998.

   During the fiscal year ended September 30, 1996, the Company and Tytronics
were also parties to various informal working capital agreements pursuant to 
which Tytronics provided working capital financing to the Company on a
short-term basis.  Such working capital advances are limited by the Silicon
Valley Bank agreement to $50,000 at any one time.  These advances are payable
on demand with 10% interest.  During fiscal year 1996, the Company borrowed
an aggregate of $130,000, including interest, from Tytronics under these 
arrangements.  At September 30, 1996, $20,000 was due to Tytronics by the 
Company under these same arrangements.

Series A Preferred Stock

   On November 10, 1994, the Company entered into an agreement with Corning 
Partners III, L.P. ("Corning") and with Mr. Bayard Henry, to convert all of 
their then outstanding Series A Convertible stock into Common Stock.  Corning
held 1,896,596 shares of Series A stock, which was converted to 2,095,110 
shares of Common Stock.  Mr. Henry held 949,471 shares of Series A stock, 
which was converted to 1, 048,851 shares of Common Stock.

Series B Preferred Stock

   As of September 30, 1994, all of the Company's outstanding shares of Series
B Preferred Stock were held by Corning.  On November 10, 1994, the Company 
entered into an agreement with Corning to convert all of the Series B 
Convertible stock into Common Stock.  Corning held 1,000,000 shares of  
Series B stock, which was converted to 1,057,989 shares of Common Stock.

   As  a  result of the transactions described above, all previously
outstanding  shares of the Company's Series A and B Preferred  Stock
have  been  converted into Common Stock, and all  of  the  Company's
indebtedness  to  the Corning partnerships and Mr. Henry  have  been
converted  to Common Stock, paid in full, or purchased by Tytronics.
Immediately  prior  to the effectiveness of the  Purchase  Agreement
with  Tytronics,  the Corning partnerships and Messrs.  Stewart  and
Henry  effectively  held 8,960,244 shares of  the  Company's  Common
Stock, or 55% of the Company's outstanding voting securities,  which
were  then  exchanged for 30,000 shares of Tytronics  common  stock,
$.01  par  value.  Additionally, the Company  raised  the  funds  to
acquire Nametre by issuing 6,000,000 shares of the Company's  common
stock  to Tytronics, at a purchase price of $0.05 per share.  As  of
September  30, 1996, the Company's common stock owned  by  Tytronics
represented   14,960,244 shares, or 67.1%  of  the total outstanding
shares.

C.        Summary of Significant Accounting Policies:

Basis of presentation

   The consolidated financial statements include the accounts of the
Company   and   its  subsidiary.   All  intercompany  accounts   and
transactions have been eliminated.  As discussed in Note B, the Company
acquired  a  majority  interest in Nametre at  September  30,  1996.
Accordingly,   the   Consolidated  Statements   of   Income   and
Consolidated  Statements  of  Cash Flows  exclude  any  activity  of
Nametre prior to the date of acquisition.


Cash and cash equivalents

  The Company considers all highly liquid debt instruments purchased
with maturities of three months or less to be cash equivalents.


Concentration of credit risk

       Concentration  of credit risk consists principally  of  trade
receivables.   This  risk  is limited due to  the  large  number  of
customers  comprising  the Company's and the  Subsidiary's  customer
bases   and   their  dispersion  across  different  businesses   and
geographic regions.  Ongoing credit reviews of customers'  financial
condition  are  performed,  and collateral  is  not  required.   The
Company  maintains  reserves for potential credit  losses  and  such
losses,   in   the   aggregate,  have  not   exceeded   management's
expectations.


Inventories

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

Equipment and fixtures

   Equipment  and  fixtures  are stated at  cost.   Depreciation  is
computed  using  straight-line  and  accelerated  methods  over  the
estimated  useful  lives, ranging between 5 and  10  years,  of  the
related  asset.  Leasehold improvements are amortized over the  life
of  the  lease including expected renewal periods not to exceed  the
maximum useful lives of the assets.


Goodwill

   Goodwill resulting from the excess of cost over fair value of net
assets acquired is being amortized on a straight-line basis over  15
years.  The Company evaluates the recoverability and remaining  life
of  its  goodwill  and  determines whether the  goodwill  should  be
completely  or  partially  written-off or  the  amortization  period
accelerated.  The Company will recognize an impairment  of  goodwill
if  undiscounted  estimated  future  operating  cash  flows  of  the
acquired business are determined to be less than the carrying amount
of  the  goodwill.  If the Company determines that the goodwill  has
been  impaired, the measurement of the impairment will be  equal  to
the excess of the carrying amount of the goodwill over the amount of
the  undiscounted  estimated future operating  cash  flows.   If  an
impairment of goodwill were to occur, the Company would reflect  the
impairment through a reduction in the carrying value of goodwill.


Other assets

   Other  assets includes a licensing agreement, patent  costs,  and
various  deposits for office equipment and utilities.  Costs related
to  the  licensing  agreement are amortized using the  straight-line
method  over  the life of the agreement. Patent costs are  amortized
over 8 years.


Revenue recognition

   Revenue for instruments sales is recognized when instruments  are
shipped.  Revenue for testing services is recognized as services are
performed.


Research and development

  Research and development costs are charged to expense as incurred.


Income taxes

   Effective  October  1,  1993, the Company  adopted  Statement  of
Financial  Accounting  Standards (SFAS)  No.  109,  "Accounting  for
Income  Taxes."   Under SFAS No. 109, deferred  tax  liabilities  or
assets  are  recognized for the estimated tax effects  of  temporary
differences  between  financial reporting and income  tax  bases  of
assets  and liabilities and for loss carryforwards based on  enacted
tax laws and rates.


Net income per common share

  Net income per common share is computed using the weighted average
number of common and common equivalent shares outstanding during the
year.   Common shares issuable upon exercise of outstanding warrants
and  options,  when  dilutive, are included in  the  computation  of
shares outstanding.


Use of estimates

   The  preparation  of  financial  statements  in  conformity  with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amount 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.

Financial Instruments

   The estimated fair value of the Company's financial instruments, which 
include account receivable, accounts payable, notes payable and long-term
debt approximate their carrying value.


New accounting pronouncements

   Effective  October  1,  1995, the Company  adopted  Statement  of
Financial   Accounting  Standard  No.  121,  "Accounting   for   the
Impairment  of  Long-Lived  Assets and  for  Long-Lived  Assets  to  be
Disposed  of"  ("SFAS  121").   The  new  standard  establishes  new
guidelines  regarding when impairment losses on  long-lived  assets,
which   include   property  and  equipment,   certain   identifiable
intangible  assets  and  goodwill,  should  be  recognized  and  how
impairment losses should be measured.  It is of the opinion  of  the
Company's management that the effect of the implementation  of  SFAS
121 was not material to the Company's consolidated financial statements.

   Statement  of Financial Accounting Standard No. 123 ("SFAS  123")
"Accounting  for Stock-Based Compensation", allows  the  Company  to
account  for its stock-based employee compensation plans based  upon
either  a  fair value method or the intrinsic value method currently
followed  by  the Company.  If the current method is retained,  SFAS
123  requires  certain additional disclosures regarding  the  impact
which  the  fair  value  method would have on  the  results  of  the
Company's  operations.  The Company expects to  retain  its  current
method  of  accounting  for  stock-based  compensation  plans,  and,
therefore,  the  adoption of SFAS 123 will have  no  impact  on  the
Company's financial position or results of operations.  Adoption  of
SFAS  123  is  required  for financial statements  of  fiscal  years
beginning  after December 15, 1995.  The Company will implement  the
disclosure requirements of SFAS 123 as required in fiscal 1997.


D. Inventories:

As of September 30, inventories consist of the following:

                                    1996       1995

  Raw materials                  $401,779   $186,849
  Work in process                 109,893     52,389
  Finished goods                  150,651          -

       Total                     $662,323   $239,238


E. Equipment and Fixtures:
                                    1996       1995
As of September 30, equipment 
and fixtures
consist of the following:

  Furniture and fixtures        $  80,795   $ 45,746
  Leasehold improvements           70,471     53,770
  Computer equipment              212,580    198,159
  Laboratory and shop equipment   313,934    290,521
  Demo equipment                  265,253    232,986
  Guarded hot box facility        250,061    250,061

                                1,193,094  1,071,243
  Less accumulated depreciation
     and amortization            (841,438)  (721,097)

     Total                       $351,656   $350,146


F. Other Assets:
                                    1996       1995
As of September 30, other assets
consist of the following:

  Goodwill                        $244,788      $     -
  Licensing agreement - 
   net of amortization              12,951       17,735
  Patents                           32,637            -
  Deposits                          21,923        2,285
     Total                        $312,299      $20,020

  The licensing agreement, for use of various laser technologies, is
net  of  related accumulated amortization, which aggregated  $22,499
and  $17,715  for  the  years  ended September  30,  1996  and  1995
respectively.


G. Notes Payable - Stockholders and Line of Credit:

As  of September 30, Notes payable - stockholders and line of credit
consist of the following:

                                    1996       1995
  Notes payable - 
   stockholder (See Note B):
   10% Term subordinated note    $100,000   $165,000
   10% Demand subordinated note    20,000          -
       Less current maturities    (20,000)   (55,000)

     Long-term portion           $100,000   $110,000

  Notes payable - line of credit  $84,000   $125,000

   In fiscal 1995 the Company entered into a working capital line of
credit with a bank, which provides for borrowings up to $350,000.  The 
line of credit is secured by substantially all assets of the Company.  
Advances under the line shall not exceed 70% of the Company's eligible accounts 
receivable, as defined. These amounts are payable on demand and bear interest
at  the  banks  prime rate plus 1.5%.  The line of credit  agreement
contains  covenants  which among various matters  restricts  further
borrowings and security interests, loans and advances to others, and
sales of assets, other than in the normal course of business.

   The  Company  is  also  required to  maintain  certain  financial
covenants.  The Company was not in compliance with certain of  these
covenants during part of the 1995 fiscal year.  Subject to terms and
conditions  of a modification agreement dated August 14,  1995,  the
bank has waived the covenant violations and amended the requirements
for the four financial covenants; profitability, liquidity, tangible
net  worth and leverage.  At September 30, 1996, and September 30, 1995,
borrowings under this line of credit were $84,000 and $125,000 respectively,
and the Company was not in violation of any of these covenants.  This line
expires February 4, 1997.

H.  Long term obligations:

 As of September 30, long-term obligations consist of the following:

                                            1996        1995

 10% Term Note Payable - collateralized  $ 155,000   $      -
 6% Term Note Payable - unsecured           24,572     29,244
 Notes Payable - other                      38,967          -
 Less current maturities                  (105,000)    (4,673)
                                         $ 113,539   $ 24,571

    The Note Payable - Collateralized consists  of a 10% note payable to the 
 estate of the former owner of Nametre.  Payments are due quarterly and 
 include principal and interest.  The note is collateralized by substantially 
 all of the assets of Nametre.

   In fiscal 1992, the Company issued a $50,000 Unsecured Promissory
Note  to  a  founder  of the Company.  Terms of  the  note  required
principal repayment of $25,000 plus accrued interest at 6% on  April
1,  1993  and  April  1,  1994.   In  August,  1994,  the  note  was
renegotiated,  with   the  outstanding debt  at  $44,000.   The  new
agreement  calls  for  68 monthly payments of $500  each,  including
interest  at 6%, forgives $5,000 principal immediately, and forgives
an  additional  $5,000  at the end of the payment  schedule  if  all
payments  are made on time.  At September 30, 1996, the  outstanding
balance  was $24,572, of which $19,572 is classified as a long-term
liability, and $5,000 is classified as a current liability.

   As  of September 30, 1996, the aggregate annual payments on long-
term obligations are as follows:

  Fiscal 1997                    $105,000
  Fiscal 1998                      99,196
  Fiscal 1999                       5,592
  Fiscal 2000                       3,751
  Total scheduled payments        213,539
  Due Fiscal 2000 if 
    payments are late               5,000
                                 $218,539


I. Income Taxes:

   The  Company  has net operating loss carryforwards available  for
financial reporting and federal income tax purposes of approximately
$1,481,000  expiring through 2011.  Because of the transaction  with
Tytronics  described  in  note  B  and  the  resulting  "change   in
ownership", the future use of the carryforwards that existed at  the
time of the change is restricted.

As of September 30, deferred taxes consist of the following:

                                       1996       1995
  Net operating loss carryforwards   $592,000  $584,000
  Accounts receivable reserve          14,000     8,000
  Other temporary differences          24,000   23,000
  Valuation allowance                (630,000) (615,000)
  Net deferred tax asset             $      -  $      -

   The  Company has provided a valuation allowance equal to 100%  of
the  gross deferred tax asset since it is more likely than not  that
the deferred tax asset will not be realized.

   A reconciliation of the federal statutory income tax rate and the
effective tax rate as a percentage of income before taxes on  income
for the years ended September 30, is as follows:

                                    1996       1995
  Statutory rate                    34.0%       34.0%
  Utilization of federal net
     operating loss carryforwards  (34.0)%     (34.0)%

  Effective tax rate                  - %         - %


J. Operating Leases:

   The  Company  conducts  its  operations  from  leased  facilities
consisting  of  office and production space.   The  lease  was  non-
cancelable  with  a five-year term effective October  1,  1991.   In
August,  1993 a new lease was negotiated.  During fiscal  1995,  the
Company  further  amended its lease agreement  in  order  to  obtain
consent to jointly occupy its facility with Tytronics (see Note  M).
As  a result, the monthly rental was increased through the remaining
term of the lease.  Future minimum annual payments under the amended
lease  for the year ending September 30, 1997 are $68,400, excluding
any rental income from Tytronics.  The Company's total rent expense in 
fiscal 1996 and 1995 was approximately $65,355 and $69,613, respectively.
Rental income from Tytronics in those same years was approximately $30,801 
and $23,801 respectively.

   Nametre,  the  Company's subsidiary, conducts it operations  from
leased facilities consisting of office and production space. Nametre
occupies  this facility on a month to month basis under an operating
lease.  


K.  Stock Options

   In March 1991, the stockholders approved the 1991 Stock Plan (the
"1991  Plan").  Under this plan, awards of, and options to purchase,
an  aggregate  of  3,000,000  shares may  be  issued  to  directors,
officers,  employees and consultants of the Company.   The  exercise
price of incentive stock options (ISOs) granted under the 1991  Plan
may  not be less than the fair market value of the Company's  Common
Stock  on the date of grant.  The exercise price per share  of  non-
qualified options under the 1991 Plan cannot be less than the lesser
of  the  book value per share of Common Stock as of the end  of  the
preceding fiscal year, or 50% of the fair market value per share  of
Common  Stock on the date of grant.  On April 20, 1995, the  Company
issued to Mr. John E. Wolfe, an officer of the Company, an ISO under
the 1991 Plan to purchase 200,000 shares of common stock at $.03 per
common  share exercisable to April 20, 2000.  In addition, on  April
20,  1995,  the  Company issued two directors of the Company,  ISO's
under  the 1991 Plan to purchase 150,000 shares each of common stock
at  $.03  per  common share exercisable to April 20,  2000.   During
1993,  an  employee, David M. Haines, who was issued  100,000  ISOs,
became  an  officer of the Company.  The options held by Mr.  Haines
were  canceled in March 1995, 90 days after his employment with  the
Company  terminated.  Also during fiscal year 1995, ISOs to purchase
a   total   of  155,000  shares  were  canceled  90  days  following
termination of certain employees, including David M. Haines.  As  of
September  30, 1996, options for 100,000 shares were issued  to  Mr.
Richard  Mannello, who was not then an officer.  Subsequent to  year
end  September  30, 1996, Mr. Mannello was named an officer  of  the
Company, and options for an additional 200,000 shares were issued to
Mr. Mannello.

   During  fiscal year 1994, 20,000 shares from the  1987  Plan  and
233,000 shares from the 1991 Plan were canceled and returned to each
respective  Plan.  During fiscal year 1995, 10,000 shares  from  the
1987  Plan  and 155,000 shares from the 1991 Plan were canceled  and
returned  to  each respective Plan.  During fiscal year 1996,  3,000
shares  from  the  1991  Plan  were canceled  and  returned  to  its
respective Plan.

  A summary of stock option activity under the Plans is as follows:
<TABLE>

<S>                               <C>         <C>           <C>         <C>             <C>         <C>
                                        1987 Plan                 1991 Plan                Non-Qualified
                                  Number     Exercise Price  Number      Exercise Price  Number     Exercise Price
                                  of Shares   per  Share     of  Shares  per  Share      of Shares  per Share

Outstanding at Sept. 30, 1994      10,000      $0.25         182,000     $0.02           209,000    $0.05
   Granted......................        -          -         500,000     $0.03                 -        -
   Exercised...................         -          -               -         -                 -        - 
   Canceled................       (10,000)      $0.25       (155,000)    $0.02                 -        -
Outstanding at Sept. 30, 1995           -       $0.25        527,000     $0.03           209,000    $0.05
   Granted......................        -           -        100,000     $0.03                 -        -
  Exercised...................          -           -              -         -                 -        -
   Canceled................             -       $0.25       (  3,000)    $0.02                 -        -
Outstanding at Sept. 30, 1996           -       $0.25        624,000     $0.03           209,000     $0.05


Exerciseable at Sept. 30, 1996          -                    144,000                     209,000

</TABLE>

Reserved Common Stock

   In connection with the stock option plans, and outstanding warrants (see 
Note B), the Company has reserved 6,809,000 shares of Common Stock as of 
September 30, 1996.


L. Sales and Major Customers:

  Export sales for the years ended September 30 are as follows:

                             1996   1995
                  Europe       9%     13%
                  Asia         2%      0%
                  Other       18%     19%
                              29%     32%

    Sales  to  one  customer,  a  U.S.  governmental  agency,   were
approximately  $65,600  and  $483,600  in  fiscal  1996  and   1995,
respectively.  Accounts receivable from this customer  at  September
30,  1996  and  1995 approximated $20,000 and $70,000, respectively.
As  of  September  30,  1995 this contract was suspended,  at  least
temporarily.  In late fiscal 1996, this contract was partially reinstated.
This  contract  is terminable  at  will  by  the  U.S.
government.  Full reinstatement, if any, will be determined by the funding
and  direction  of  the  fiscal 1996 Congressional  budget  and  DOE
executive   decisions.   Ultimately,   this   contract   could    be
substantially reduced or canceled.  Currently, it appears that  this
will  happen, with some of this work being transferred  to  existing
government laboratories.

M. Related Party Transactions (see Notes B, G, H, J and K):

   The Company shares space in its operating facility with Tytronics
which is a 67.1% shareholder of the Company.  The Companies allocate
rent  expense  based  on  the square footage  each  occupies.   On this 
basis, rental payments from Trytronics amounted to $30,801 in fiscal 1996,
and $23,801 in fiscal 1995.  The Companies also share other operating and 
administrative costs based on estimated usage. During the fiscal years 
ended September 30, 1996 and 1995, this informal agreement resulted in 
the payment of approximately $80,000 and $68,000, respectively by the 
Company to Tytronics for such operating and administrative costs. At 
September 30, 1996 and 1995, the Company had net amounts due to Tytronics 
of $77,204 and $10,854, respectively.

  The Company and Bantam Group, Inc. ("Bantam"), a business advisory
organization,  are parties to a consulting agreement effective  June
6,  1993, which continues month-to-month unless terminated by either
party  on  thirty days' notice.  Pursuant to this agreement,  Bantam
was  issued a one-time bonus of $40,000 in fiscal 1993, paid  $5,000
per  month  through January 1995, $2,000 per month until October  1,
1995,  and  $1,500 per month thereafter.  In addition, the agreement
called  for  the issuance of 800,000 shares of the Company's  Common
Stock  plus the reimbursement of any tax liability arising from  the
issuance  of  the  stock.   The shares  were  issued  to  Bantam  in
December,  1993.  Mr. Joseph J. Caruso, the Company's  Chairman,  is
also the president of Bantam.

   In addition, Bantam has a consulting arrangement with Nametre, which
continues on a month to month basis unless terminated by either party
on thirty days' notice.  Payments under this agreement are $1,250 per month.


N.    Supplemental    Disclosure   of    Cash    Flow    Information
                                                    
                                                    
                                                    1996              1995

  Interest paid during the year                    $36,168         $32,308
  Income taxes paid during the year                    600             871

  Supplemental Disclosure of Non-Cash Information:

  Conversion of debt and accrued interest
   into Common Stock                                65,000         382,496
  Conversion of Series "A" Preferred Stock
   into Common Stock                                     -         540,753
  Conversion of Series "B" Preferred Stock
   into Common Stock                                     -          12,500

  In September 1996, the Company acquired 61.23% of the outstanding
stock of Nametre in an acquisition (Note B).  The estimated fair value of
assets acquired was $1,207,381, including goodwill of $244,788, with
liabilities assumed of $874,233, less minority interest of $66,634.

                          HOLOMETRIX, INC.
                                  
                            Exhibit Index

3.01  Certificate   of   Incorporation,   as   amended,    including
      Certificates of Designation for the terms of the Series A  and
      Series B Preferred Stock (filed as exhibit 10.15 to Form  10-K
      dated December 27, 1991 and incorporated by reference).
  
3.02  Bylaws (filed as Exhibit 3d to Registration Statement No.  33-
      13027-B on Form S-18 and incorporated by reference).

4.01  Agreement  to  Purchase  7%  Exchangeable  Subordinated  Notes
      between  Holometrix,  Inc.  and the Purchasers  named  therein
      (the  "Note Purchase Agreement") (filed as Exhibit 4a to  Form
      8 dated July 14, 1988 and incorporated by reference).

4.02  Exhibits  A,  B(1), B(2) and C to the Note Purchase  Agreement
      (filed  as  Exhibit  4b  to Form 8 dated  July  14,  1988  and
      incorporated by reference).

10.01 1987  Stock  Option Plan (filed as Exhibit 10f to Registration
      Statement  No.  33-13027-B on Form S-18  and  incorporated  by
      reference).

10.02 1991  Stock  Plan (filed as exhibit 10.02 to Form  10-K  dated
      December 27, 1991 and incorporated by reference).

10.03 Form  of  Incentive Stock Option Agreement  under  1991  Stock
      Plan  (filed as exhibit 10.03 to Form 10-K dated December  27,
      1991 and incorporated by reference).

10.04 Form  of Non-Qualified Stock Option Agreement under 1991 Stock
      Plan (filed as exhibit 10.04 to Form 10-K dated December 27, 1991
      and incorporated by reference).

10.05 Stock  Repurchase Agreement with Douglas B.  Flint  (filed  as
      Exhibit  10h  to  Registration Statement  No.  33-13027-B  and
      incorporated by reference).

10.06 Agreement  for  Purchase and Sale of  Assets  by  and  between
      Holometrix,  Inc. and Dynatech Scientific, Inc. dated  October
      2,  1987 (filed as Exhibit 2 to Form 8-K filed on October  17,
      1987 and incorporated by reference).

10.07 Agreement to Purchase Stock of Dynatech Scientific, Inc.  from
      Dynatech   Corporation  by  Holometrix,  Inc.  (the  "Dynatech
      Scientific Stock Purchase Agreement")(filed as Exhibit  2a  to
      Form 8 dated July 14, 1988 and incorporated by reference).

10.08 Exhibits  A, B, & C to the Dynatech Scientific Stock  Purchase
      Agreement (filed as Exhibit 2b to Form 8 dated July  14,  1988
      and incorporated by reference).

10.09 Loan  and  Security Agreement between Shawmut Bank, N.A.   and
      Holometrix,  Inc.  (the "Loan and Security Agreement")  (filed
      as  Exhibit 10a to Form 8 dated July 14, 1988 and incorporated
      by reference).

10.10 Exhibits 1.1 and 2.4 to Loan and Security Agreement (filed  as
      Exhibit 10b to Form 8 dated July 14, 1988 and incorporated  by
      reference).

10.11 Lease  dated  October  1,  1991 between  Holometrix  Inc.  and
      Springfield  Institute  for Savings for  the  premises  at  25
      Wiggins  Avenue,  Bedford,  Massachusetts  (filed  as  exhibit
      10.11  to  Form 10-K dated December 27, 1991 and  incorporated
      by reference).

10.12 First amendment of Lease dated August 19, 1993 between Holometrix,
      Inc. and Opta Food Ingredients, Inc. (the successor in interest
      to Springfield Institution for Savings), for the premises at 25 
      Wiggins Avenue, Bedford, Massachusetts (filed as exhibit 10.12 to Form
      10-KSB dated December 27, 1995).

10.13 Agreement to Purchase 10% Exchangeable Subordinated Notes  and
      Warrants  between  Holometrix, Inc. and the  Purchasers  named
      therein (the "Note and Warrant Purchase Agreement") (filed  as
      Exhibit  10.11  to  Form  10-K dated  December  27,  1990  and
      incorporated herein by reference).

10.14 Exhibits  A  and B to the Note and Warrant Purchase  Agreement
      (filed  as Exhibit 10.12 to Form 10-K dated December 27,  1990
      and incorporated herein by reference).

10.15 Agreement  to  Purchase  Series  B  Preferred  Stock   between
      Holometrix,  Inc. and Norman Priebatsch dated April  26,  1991
      (filed  as exhibit 10.14 to Form 10-K dated December 27,  1991
      and incorporated by reference).

10.16 Agreement  for  Purchase and Sale of  Assets  by  and  between
      Holometrix,  Inc.  and Azimuth Corporation  (formerly  Precept
      Corporation)  (filed  as  exhibit 10.15  to  Form  10-K  dated
      December 27, 1991 and incorporated by reference).

10.17 Loan  Agreement  between Holometrix, Inc.  and  Shawmut  Bank,
      N.A.  dated March 1, 1993 (filed as exhibit 10.16 to Form  10-
      KSB dated September 8, 1994 and incorporated by reference).

10.18 Unsecured  Promissory  Note  between  Holometrix,   Inc.   and
      Corning  Partners III, L.P. dated February 24, 1993 (filed  as
      exhibit  10.17  to  Form 10-KSB dated September  8,  1994  and
      incorporated by reference).

10.19 Unsecured  Promissory  Note  between  Holometrix,   Inc.   and
      Corning  Partners  III, L.P. dated June  11,  1993  (filed  as
      exhibit  10.18  to  Form 10-KSB dated September  8,  1994  and
      incorporated by reference).

10.20 Unsecured  Promissory  Note  between  Holometrix,   Inc.   and
      Corning  Partners  III,  L.P. dated July  1,  1993  (filed  as
      exhibit  10.19  to  Form 10-KSB dated September  8,  1994  and
      incorporated by reference).

10.21 Unsecured Promissory Note between Holometrix, Inc. and  Bayard
      Henry dated March 3, 1993 (filed as exhibit 10.20 to Form  10-
      KSB dated September 8, 1994 and incorporated by reference).

10.22 Consulting   Agreement  between  Holometrix,   Inc.,   Corning
      Partners  II,  L.P., Corning Partners III,  L.P.,  and  Bantam
      Group,  Inc.,  dated June 7, 1993 (filed as exhibit  10.21  to
      Form  10-KSB  dated  September 8,  1994  and  incorporated  by
      reference).

10.23 Stock  Redemption  Agreement  between  Holometrix,  Inc.   and
      Dhananjay   G.  Wadekar  dated  September  30,  1994 (filed as exhibit
      10.22 to Form 10-KSB dated December 27, 1994 and incorporated herein 
      by reference).

10.24 Stock  Redemption  Agreement  between  Holometrix,  Inc.   and
      Douglas  B. Flint and Susan M. Flint, as joint tenants,  dated
      September 30, 1994. (filed as exhibit 10.23 to Form 10-KSB dated 
      December 27, 1994 and incorporated herein by reference).

10.25 Preferred  Stock Conversion Agreement by and among Holometrix,
      Inc.  and  the  shareholders named therein dated November  10,
      1994. (filed as exhibit 10.24 to Form 10-KSB dated December 27, 1994 
      and incorporated herein by reference).

10.26 Conversion  of Debt and Contribution to Capital  Agreement  by
      and  between Holometrix, Inc. and Corning Partners  III,  L.P.
      dated November 10, 1994. (filed as exhibit 10.25 to Form 10-KSB
      dated December 27, 1994, and incorporated herein by reference).

10.27 Accrued   Interest  Conversion  Agreement   by   and   between
      Holometrix,  Inc.  and Bayard Henry dated November  10,  1994.
      (filed as exhibit 10.26 to Form 10-KSB dated December 27, 1994
      and incorporated herein by reference).

10.28 Loan  Agreement between Tytronics Incorporated and Holometrix,
      Inc. dated November 29, 1994 (filed as exhibit 10.27 to Form 10-KSB
      dated December 27, 1994 and incorporated herein by reference).

10.29 Secured  Demand  Promissory Note in  the  aggregate  principal
      amount  of  $150,000 issued by Holometrix, Inc.  to  Tytronics
      Incorporated dated November 29, 1994. (filed as exhibit 10.28 to Form 
      10-KSB dated December 27, 1994 and incorporated herein by reference).

10.30 Secured  Term  Promissory Note issued by Holometrix,  Inc.  to
      Tytronics  Incorporated in the aggregate principal  amount  of
      $165,000 dated November 29, 1994. (filed as exhibit 10.29 to form 10-KSB
      dated December 27, 1994 and incorporated herein by reference).

10.31 Security  Agreement  between Holometrix,  Inc.  and  Tytronics
      Incorporated dated November 29, 1994. (filed as exhibit 10.31 to Form 
      10-KSB dated December 27, 1994 and incorporated herein by reference).

10.32  Purchasing Contract dated February 15, 1995 between Sandia National
       Laboratories and Holometrix, Inc. and Amendment thereto dated August 30, 
       1995 (filed as exhibit 10.32 to Form 10-KSB dated December 27, 1995 
       and incorporated herein by reference).

10.33  Letter Agreement between Silicon Valley Bank and Holometrix, Inc. dated
       December 22, 1994 (filed as exhibit 10.33 to Form 10-KSB dated December
       27, 1995 and incorporated herein by reference).

10.34  Promissory Note dated December 22, 1994 in the original principal 
       amount of $350,000 executed by Holometrix, Inc. (filed as exhibit 10.34 
       to Form 10-KSB dated December 27, 1995 and incorporated herein by 
       reference).

10.35  Loan Modification Agreement dated August 14, 1995 between Holometrix, 
       Inc. and Silicon Valley Bank (filed as exhibit 10.35 to Form 10-KSB 
       dated December 27, 1995 and incorporated herein by reference).

10.36  Third Amendment of Lease between Opta Food Ingredients, Inc. and 
       Holometrix, Inc. dated as of September 30, 1996 (filed herewith).

27     Financial Data Schedule (filed herewith).