THIS DOCUMENT IS A COPY OF THE FORM 10-KSB FILED ON DECEMBER 30, 1998 PURSUANT
TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION.

                         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, 1998

        Transition Report Pursuant To Section 13 Or 15(d) Of The Securities
        Exchange Act Of 1934 For the transition period from __________ to
        __________

Commission file number  0-16152

                                Metrisa, Inc.
              (Name of Registrant as Specified in Its Charter)
                                _____________

         Delaware                   (781) 275-3300               04-2891557
(State or Other Jurisdiction    (Registrant's Telephone      (I.R.S. Employer 
Incorporation or Organization) Number, Including Area Code)  Identification No.)

                25 Wiggins Avenue, Bedford, Massachusetts         01730
		(Address of Principal Executive Offices)	(Zip Code)

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

                                        Name of Each Exchange on
        Title of Each Class                  Which Registered
                None                          Not applicable

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

                        Common Stock, $.50 par value
                              (Title of Class)

Check whether the Registrant: (1) filed all reports required to be 
filed by Section 13 or 15(d) of the Exchange Act during the past 
12 months (or for such 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 in this form, and no 
disclosure will be contained, to the best of Registrant's 
knowledge, in definitive proxy or information statements 
incorporated by reference in Part III of this Form 10-KSB or any 
amendment to this Form 10-KSB.
The Registrant's consolidated revenues for its fiscal year ended 
September 30, 1998 were $8,252,450  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 1, 1998 was approximately $330,998.  As of 
December 1, 1998, 1,022,911 shares of Common Stock were
outstanding.

Transitional Small Business Disclosure Format  Yes      No   X   

PART I

This Annual Report on Form 10-KSB and the documents incorporated 
herein by reference contain forward-looking statements that have been 
made pursuant to the provisions of the Private Securities Litigation 
Reform Act of 1995.  Such forward-looking statements are based on 
current expectations, estimates and projections about the Company's 
industry, management's beliefs, and certain assumptions made by the 
Company's management.  Words such as "anticipates," "expects," 
"intends," "plans," "believes," "seeks," "estimates," variations of such 
words and similar expressions are intended to identify such forward-
looking statements.  These statements are not guarantees of future 
performance and are subject to certain risks, uncertainties and assumptions 
that are difficult to predict; therefore, actual results may differ materially 
from those expressed or forecasted in any such forward-looking 
statements.  Unless required by law, the Company undertakes no 
obligation to update publicly any forward-looking statements, whether as a 
result of new information, future events or otherwise.  However, readers 
should carefully review the risk factors set forth in other reports or 
documents the Company files from time to time with the Securities and 
Exchange Commission, particularly the Quarterly Reports on Form 10-Q 
and any Current Reports on Form 8-K.  

ITEM 1.  DESCRIPTION OF BUSINESS.

BUSINESS OF METRISA, INC.

Metrisa, 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 
properties of a wide variety of materials, liquids and gases.  The Company 
operates its business through the Tytronics, Nametre, and Holometrix-
Micromet Divisions.  The Company's Tytronics Division designs, 
manufactures and markets on-line liquid and gas chemical analyzers for 
specific applications and worldwide process and environmental markets. 
The Company's Nametre Division also develops and manufactures in-line 
and laboratory viscosity analyzers, for the process and environmental 
markets.  The Company's Holometrix-Micromet Instruments Division 
designs, manufactures and distributes instruments which measure 
thermophysical (temperature) properties and perform cure monitoring of a 
broad range of materials.  The Company's Holometrix-Micromet Testing 
Services Division provides contract test and engineering services to 
evaluate a number of temperature-related performance factors of virtually 
any material.  The Holometrix-Micromet Testing Services Division also 
performs mechanical and physical properties testing. 

On May 1, 1998, the Company (formerly Holometrix, Inc.) completed a 
reorganization ("Reorganization") pursuant to which Tytronics 
Incorporated ("Tytronics"), the majority owner of the Company, and 
National Metal Refining Company ("Nametre"), the majority owned 
subsidiary of the Company, were merged into the wholly-owned 
subsidiary of the Company, Holometrix Acquisition Corp., which was 
followed by the merger of Holometrix Acquisition Corp. into the 
Company.  As part of this Reorganization, Holometrix changed its name to 
Metrisa, Inc., and effected a 50:1 reverse stock split of its issued and 
outstanding capital stock.  On February 13, 1998, Tytronics acquired the 
assets of Micromet Instruments Inc. ("Micromet"), and thus Micromet was 
also merged into Holometrix Acquisition Corp., but as part of Tytronics.  
The Company's principal offices are located at 25 Wiggins Avenue, 
Bedford, Massachusetts 01730; its telephone number is (781) 275-3300 
and its facsimile number is (781) 275-3705.  The Company is a Delaware 
corporation, which was incorporated on October 23, 1985.

THE COMPANY'S STRATEGY

In order to expand its market presence and increase 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.  The Company's Holometrix-Micromet, 
Nametre and Tytronics Divisions serve many common markets and 
customers, including the polymer, petrochemical, paints and 
coatings, and food markets.  Complementary marketing and 
distribution activities have begun.

4.)	Strategic Relationships.  The Company continues to seek strategic 
relationships and licensing, investment and acquisition 
opportunities with companies having complementary product lines 
to those of the Company.

BUSINESS OF TYTRONICS DIVISION

The Company's Tytronics Division designs, manufactures and markets on-
line liquid and gas chemical analyzers for specific applications in 
worldwide process and environmental markets.  These devices measure 
the concentrations of specific chemicals and are used in both process 
control and environmental monitoring.  Examples are the measurement of 
acid and iron in steel pickling (preparation) lines, the measurement of 
caustic concentration in gas scrubbers, the measurement of aluminum and 
iron in potable water treatment and the measurement of ammonia and 
nitrate in waste water treatment.  Using the detection technologies of 
titration (neutralization reaction), colorimetry (a color change or color 
intensity differentiation) and spectrophotometry (a change measured in the 
ultraviolet or infrared regions), the Tytronics Division focuses on 
providing simple, reliable and cost-effective analytical instrumentation to 
its markets worldwide. 

Tytronics Division's Instruments

The Company's Tytronics Division analyzers are available for on-line 
monitoring of many liquids and some gasses.  Typical constituents 
measured are aluminum, ammonia, chlorine, chromium, copper, cyanide, 
fluoride, iron, phosphate, manganese, nitrite, nitrate and zinc.  Lower 
limits of measurement are at part per billion (ppb) levels, and upper limits 
are often at percent levels.  Methods are based upon published literature 
methods and are adapted for use on Tytronics' family of analyzers.  Over 
1400 analyzers have been sold during the course of Tytronics' history for 
varied applications.  They operate in a wide variety of difficult, and 
sometimes hazardous, process and environmental conditions.

The Tytronics Division's products deliver on-line analysis for process and 
environmental monitoring reliably, simply and cost-effectively.  On-line 
analysis is often readily justified; benefits include improved yield, reduced 
chemical consumption, reduced labor and increased sensitivity to 
environmental concerns.  The equipment provides accurate readings even 
with background interference of sample color and turbidity.  Little or no 
filtering is used for most applications and the equipment measures both 
low and high concentrations of chemicals.  The interface is user-friendly, 
with menu-driven software, and the units may be PC-linked to 
communicate with a host computer.

The Tytronics Division's family of analyzers employs a patented 
methodology to capture samples.  This methodology is similar to use of an 
overflow cup, except that siphon action drains the sample to a final 
repeatable level (volume).  This sampling method uses the reaction cell to 
both capture the sample and accomplish the appropriate chemical reaction, 
a significant reduction in complexity.  Only a single highly reliable Teflon 
valve connects to the process stream.  Analyses are fully automatic in all 
cases.  Through menu-driven programming, the user can easily change the 
frequency of analysis and calibration, and the outputs, as well as most 
default values.

Tytronics Division's Products.  

The Tytronics products can be classified into five product lines:  Ion 
Selective Electrode analyzers, titrators, colorimeters, spectrophotometers 
and the Tytronics'r Sentinel.

Ion Selective Electrode Analyzers (FPA 200)
The FPA 200 Series delivers reliable measurements of selective ions.  
Ion selective electrodes, which are the sensing technology employed, 
are measurement devices sensitive to the presence of a particular ion.  
The FPA 200 employs a patented sampling method which uses the 
reaction cell to capture the sample, thus reducing complexity.  

Titrators (FPA 300 and FPA 400)
The FPA 300 series delivers reliable on-line titration.  The FPA 300 
series titrates using a variety of electrodes, which sense the 
maximum rate of microvoltage change in a particular chemical 
reaction.  The FPA 400 series adds the capacity to titrate to a color 
endpoint, sensing the maximum rate of change of color in a chemical 
solution.  The colorimetric endpoint (maximum color change) is 
sensed with light which is carried from and returned to the 
source/detector by fiber optics.  Colorimetric titration offers on-line 
analytical capability at trace levels in applications such as monitoring 
plant effluent and municipal water, and environmental analysis in 
general.  

Colorimeters (FPA 800)
The FPA 800 series delivers reliable on-line colorimetric analysis.  
These analyzers are configured to make precise reagent additions 
which, in combination with the chemical being measured, develop a 
characteristic color. The color is developed by reaction following 
well-established techniques. Direct colorimetry offers on-line 
analytical capability at trace levels in applications such as monitoring 
plant effluent and municipal water, and environmental analysis in 
general.  

Spectrophotometers (FPA 1000 and FPA 1100) 
The FPA 1000 and 1100 series delivers reliable on-line photometric 
(light source) analysis, offering on-line analytical capability at both 
trace and higher levels.  These spectrophotometers are applicable to 
both process and environmental applications, and use well-
established spectrophotometric techniques of analysis.  

Tytronics'r Sentinel
The Tytronics'r Sentinel  series delivers simple, reliable and cost-
effective on-line colorimetric and ISE analysis, directed primarily at 
the potable and waste water markets.  Colorimetric analyzers are 
configured to make precision reagent additions to develop a 
characteristic color. Tytronics'r Sentinel offers multi-streaming; 
analyzers can be expanded to analyze up to 6 separate sample 
streams.  

Tytronics Division's Markets

The Company's Tytronics Division's chemical analyzers are primarily sold 
to the chemical/petrochemical/refinery and water treatment markets.  
Within the chemical/petrochemical/refinery market, the Division's 
instruments are used for both process control and effluent monitoring.  In 
the water treatment market, the Tytronics Division's products are used for 
the control and monitoring of both potable water and waste water 
treatment.  A number of the Division's instruments are also sold to the 
food, beverage and textile industries.  Management believes (based on a 
market study entitled Process Analyzer Market, 1994-1999, by PAI 
Partners, Leonia, New Jersey, May 1995) that current markets for process 
chemical analyzers total approximately one billion dollars annually. 

BUSINESS OF NAMETRE DIVISION

The Company's Nametre Division specializes in developing and 
manufacturing in-line and laboratory viscosity analyzers.  These analyzers 
are used to measure the viscosity (thickness and density) and 
viscoelasticity (pliability) of a wide range of material and are sold into the 
polymer manufacturing, petrochemical, food, paints and coatings and pulp 
and paper markets.  The Nametre Division is located at 101 Liberty Street, 
Metuchen, NJ, 08840.

Nametre Division Products

The Nametre Division engages in the development, production and 
distribution of viscosity analyzers under the trade names, "Viscolinerr" 
and "Rheolinerr".  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.

The Nametre Division has over thirty years of experience in the viscosity 
measurement business.  The basic technology underlying the Nametre 
Division's 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.  Recent 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.

The Nametre Division's Markets

The Nametre Division'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 (based on its internal calculations of the sales of 
companies that it has identified as competitors) that the current market for 
process viscosity totals approximately $20-$25 million annually.

Tytronics and Nametre Distribution

The Tytronics and Nametre Divisions market their products in the U.S.
and internationally through the combination of direct sales force and a 
network of independent manufacturer's representatives and distributors.  
The Divisions actively advertise their products in industry trade journals, 
attend various U.S. and international trade shows and maintain a home 
page on the World Wide Web to promote their products and services.

Current products are sold in North America directly from the Company's 
offices in Bedford, Massachusetts, and Metuchen, New Jersey.  Domestic 
sales for both the Tytronics and Nametre Divisions amounted to 
approximately 47% of the Divisions' total revenue for fiscal year 1998, 
with international sales accounting for the balance of 53%.  Domestic sales 
and marketing for both the Tytronics and Nametre Divisions are handled 
in-house by a staff of three professionals, supporting independent 
manufacturers' representatives.  Overseas sales (primarily to Africa, 
Europe, the Far East and Latin America) are made through independent 
distributors and sales agents, managed by two sales and marketing 
professionals.  In addition to the in-house sales managers, a Director and 
Assistant Director of Sales and Marketing for the Tytronics and Nametre 
Divisions are responsible for the sales and marketing activities of both 
companies.  Product visibility is maintained through active participation in 
regional, national and international trade organizations, including 
Instrument Society of America, American Water Works, Water 
Environment Federation and the New England Water Works Association.

BUSINESS OF HOLOMETRIX-MICROMET DIVISION

Holometrix-Micromet Instruments Group

The Company's Holometrix-Micromet Instrument Division Group 
engages in the development, production and distribution of instruments 
under the trade names "Holometrix" and "Micromet".  The Group 
currently designs, manufactures and markets instruments that measure the 
thermophysical properties and perform cure monitoring of a broad range 
of materials for research, product development and quality-control 
applications.  Information about thermophysical and cure properties is 
used to quantify 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 
Group's instruments are used as research tools to address worldwide 
environmental issues, including energy conservation, plastics recycling 
and nuclear waste disposal.

The Holometrix-Micromet Division has over 30 years of experience in 
thermophysical (temperature) properties testing.  The basic technology 
underlying the Group's 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 Group's products.  Many 
instruments encompass microprocessor-controlled data collection and 
analysis, resulting in the fully automated calculation 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 Group 
manufactures various instruments incorporating these different 
methodologies.

The five Holometrix product lines consist of thirteen instrument models, 
plus Holometrix' proprietary Q-LabTautomation 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. 

Holometrix Products

Heat Flow Meters 
The Heat Flow Meter technique is an easy and rapid method for 
testing the thermal conductivity and thermal resistance (R-value) of 
insulation.  This type of instrument is widely used in both the quality 
control testing and the development of insulation products. 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. In 
1996 the Company introduced the new Lambda 2000 Series of heat 
flow meter products.  These instruments contain an advanced 
instrumentation and control concept for which a patent has recently 
been allowed.

Guarded Heat Flow Meters 
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.  

Guarded Hot Plates 
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 (very cold) to 
very high temperatures.  

Laserflash Instruments 
These instruments utilize a sophisticated, high-performance Laser 
Flash Thermal Diffusivity (speed of heat through material) (LFTD) 
technique to measure both thermal diffusivity and specific heat from -
170 C to 2000 C.  Data from these instruments is 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.  Typical applications include the 
characterization of materials for electronic, aerospace propulsion, 
automotive materials and semiconductor material design and 
manufacturing.

Micromet Products

Micromet has over 16 years experience in cure monitoring and dielectric 
analysis of a wide range of polymer materials.  The basic technology 
underlying these instruments is the dielectric measurement of electrical 
conductivity or ultrasonic measurement of sound speed in a material to 
determine its state of cure and relative viscosity.  Temperature control, 
applications software and precise frequency control are all key elements in 
the design of Micromet instruments.  The determination of the state of 
cure of a material is crucial to the design of processes for making 
composite of plastic parts used in aerospace, automotive, and electronic 
packaging applications.  Typical users include process development and 
quality control groups at large aerospace firms, composite material 
developers and suppliers, and polymer material suppliers.

ICAM
The ICAM products are used for in-process monitoring and quality 
control of molding processes for polymer and composite 
manufacturing.  Typical applications include monitoring large 
structural parts for aerospace, automotive and other structural 
composite applications.

System III
The System III line of instruments provide highly accurate evaluation 
of cure properties of polymers.  This product line primarily supports 
product development and process development laboratories in the 
plastics, aerospace, automotive and electronics markets.

Other
Other Holometrix and Micromet products include specialized 
thermophysical property, cure monitoring and molding monitoring 
instruments.

Holometrix-Micromet Testing Services Group

The Testing Services Group 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 (the National Voluntary Laboratory Accreditation Program) 
accreditation.  NVLAP is supported by the National Institute of Standards 
and Technology.  The Testing Services Group also demonstrates the 
capabilities of Holometrix 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 Group's 
experience and capabilities cover a broad scope of temperature range, 
environmental conditions, sample size and property magnitude.  In 
addition to thermophysical testing of materials, the Group also offers 
selected mechanical and moisture testing of materials.

The Group's testing capabilities complement the Company's 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 Testing Services Group as a complement to 
their capabilities.

Holometrix-Micromet Markets

Holometrix' thermophysical instruments and Micromet's cure monitoring 
instruments are sold primarily to materials laboratories engaged in the 
development, process development and testing of insulations, building 
materials, 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 (based on its internal calculations of the sales of 
companies that it has identified as competitors) that current markets for 
thermal conductivity instruments and testing services total approximately 
$10 - $15 million annually.  The Group has also identified engineered 
materials, electronics and specialty plastics industries as promising 
markets for the instruments.  The Company markets its Holometrix-
Micromet 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 
Holometrix-Micromet products in industry trade journals and also attends 
various U.S. and international trade shows to promote its products and 
services.  

Holometrix-Micromet Distribution

Current products and test services are sold in North America directly from 
the Company's offices in Bedford, Massachusetts.  Domestic sales for the 
Holometrix-Micromet Division amounted to 24% of total Company 
revenue for fiscal year 1998.  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 managed by one 
professional 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 ASTM.  Additional visibility is maintained 
through advertising, exhibitions, informational mailings, technical 
application notes and customer demonstrations.

In fiscal 1998, overseas sales accounted for approximately 31% of total 
Holometrix-Micromet Division sales, compared to 31% also in fiscal 
1997.

THE COMPANY'S CUSTOMERS

During fiscal 1998, the Company had total consolidated revenues of 
approximately $8,252,450, compared to $7,974,919 in fiscal 1997.  One 
customer accounted for approximately 11% of sales in fiscal 1998.

THE COMPANY'S BACKLOG

As of September 30, 1998, the Company's backlog for products and 
services totaled $722,000, as compared to $1,027,000 in backlog as of 
September 30, 1997.  The fiscal 1998 backlog consisted of $378,000 for 
the Tytronics Division, $207,000 for the Holometrix-Micromet Division 
and $137,000 for the Nametre Division.  All backlog at September 30, 
1998 is expected to be delivered before September 30, 1999.

THE COMPANY'S COMPETITION

The Company's competitive advantage lies in its ability to develop and 
produce a broad spectrum of products in several different market niches.  
Competitive factors include product performance, quality and reliability, 
ease of use, marketing capability, service and support, and name 
recognition.  Competition is intense.  The Company's Tytronics Division 
Process Analyzer Products experience direct competition with Applicon 
Instruments BV, FPM Analytics, Inc., Ionics, Inc., Polymetron and Seres.  
The Tytronics Division's potable water and waste water analyzers 
experience direct competition from ABB Kent-Taylor Ltd., Aztec, Bran & 
Luebbe Inc., Dr. Bruno Lange GmbH, Hach Company, pHox, Polymetron, 
Skalar Inc., and Seres.  The Company's Holometrix-Micromet 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.  The Holometrix-
Micromet 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.  
The Company's Nametre Division's major competitors are Brookfield 
Engineering Laboratories, Solatron Transducers, MicroMotion Division of 
Fisher Rosemount, Norcross Corporation and Dynatrol Division of 
Automation Products, Inc.  Management believes the Company competes 
favorably in each of these areas. The Company can give no assurance that 
its current or future products will remain or 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.

RESEARCH AND DEVELOPMENT

The Company expended approximately $663,100 and $626,700 or 8% of 
sales, in fiscal 1998 and 1997, respectively, on research and development.  
The Company expects that in fiscal 1999 its research and development 
expenditures will be approximately 9% of sales.

THE COMPANY'S PATENTS AND PROPRIETARY TECHNOLOGY

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's Holometrix-Micromet Division has recently been issued a 
patent which describes the unique control of its new Lambda 2000 Series 
heat flow meter product line.  The Nametre Division owns eight 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 2001 to 2011.  The 
Tytronics Division holds three patents, two in the area of sample capture 
methodologies, and one for a particular form of spectrophotometric 
calibration.

The Nametre Division owns or has applied for four trademarks.  The 
Tytronics Division holds a broad variety of worldwide trademarks,  and 
has copyrighted certain selected information.  The Holometrix-Micromet 
Division owns eight trademarks.  The Company does not believe its 
trademarks are material to the conduct of the business.

GOVERNMENTAL REGULATIONS

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

EMPLOYEES

As of September 30, 1998, the Company had 51 employees, 46 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.
  
ITEM 2.  DESCRIPTION OF PROPERTY.

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.  
The Company's Nametre Division also leases approximately 4,000 square 
feet of production, service, research and development and engineering 
administrative space at 101 Liberty Street, Metuchen, New Jersey.  The 
Nametre Division occupies this facility on a month-to-month basis under 
an operating lease.  The Company's rental expense for fiscal 1998 was 
approximately $107,740.

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, Massachusetts and Metuchen, New Jersey 
metropolitan areas at comparable rental rates.

Substantially all 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.  All of the machinery and equipment 
owned by the Company is subject to a security interest in favor of Sirrom 
Investments, Inc. ("Sirrom") and is subject to a senior security interest in 
favor of Silicon Valley Bank, to which Sirrom's interest is subordinated.

ITEM 3.  LEGAL PROCEEDINGS

	There are no material pending legal proceedings to which the 
Company is a party or to which any of their properties are 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 1998 fiscal year.


PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

	The Company's Common Stock is not quoted in the over-the-
counter market.  There currently does not exist an active trading market 
for the Company's securities.  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.1

Fiscal Year 1997                                Low     High
First Quarter Ended December 31, 1996          $0.002  $0.002
Second Quarter Ended March 31, 1997             0.002   0.04
Third Quarter Ended June 30, 1997               0.005   0.02
Fourth Quarter Ended September 30, 1997         0.002   0.005

Fiscal Year 1998                                Low     High
First Quarter Ended December 31, 1997          $0.002  $0.01
Second Quarter Ended March 31, 1998             0.01    0.01
Third Quarter Ended June 30, 1998               0.01    0.1875
Fourth Quarter Ended September 30, 1998         0.0625  0.1875
____________________

1  Effective May 1, 1998, the Company adopted a 50 for 1 reverse stock 
split of all shares of its issued and outstanding Common Stock.  The 
high and low bid quotations listed in the table for periods prior to the 
third quarter ended June 30, 1998 have not been adjusted for this stock 
split.

	These quotations represent prices between dealers and do not 
include retail markups, markdowns or commissions and may not 
necessarily represent actual transactions.  There were approximately 338 
holders of record of the Company's outstanding capital stock as of 
December 1, 1998.

	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.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

SELECTED FINANCIAL DATA:
                                                1998            1997
STATEMENT OF INCOME DATA

  Net sales                                     $8,252,450      $7,974,919
  Net income                                    $  220,584      $  103,071
  Net income per Common share-basic and diluted $     0.22      $      .12
  Weighted average Common shares outstanding-
      basic and diluted                          1,022,911         862,070

CONSOLIDATED BALANCE SHEET DATA

  Working capital                               $3,263,552      $1,460,041
  Total assets                                  $8,251,908      $5,046,695
  Long-term obligations, excluding current      $2,833,777      $  937,249
  Portion
  Minority Interest                                      0      $  232,206
  Stockholders' Equity                          $2,778,539      $1,211,781

OVERVIEW	

	On May 1,1998, the Company (formerly Holometrix, Inc.) 
completed a reorganization ("Reorganization") pursuant to which 
Tytronics Incorporated ("Tytronics"), the majority owner of the Company, 
and National Metal Refining Company ("Nametre"), the majority owned 
subsidiary of the Company, were merged into the wholly-owned 
subsidiary of the Company, Holometrix Acquisition Corp., which was 
followed by the merger of Holometrix Acquisition Corp. into the 
Company.  As part of this Reorganization, Holometrix changed its name to 
Metrisa, Inc., and effected a 50:1 reverse stock split of its issued and 
outstanding capital stock.  On February 13, 1998, Tytronics acquired the 
assets of Micromet Instruments Inc. ("Micromet"), and thus Micromet was 
also merged into Holometrix Acquisition Corp., but as part of Tytronics.  

        Although Metrisa is the surviving corporation, because the 
shareholders of Tytronics obtained a majority of voting rights in Metrisa, 
Tytronics is deemed to be the acquiring entity for accounting purposes.  
Accordingly, the Reorganization has been accounted for as a 
recapitalization of Tytronics and the acquisition by Tytronics of the 
minority interests of Metrisa (formerly Holometrix) and Nametre under 
the purchase method of accounting in accordance with Accounting 
Principles Board Opinion No. 16, Business Combinations.  The 
accompanying financial statements reflect at the closing date, the 
acquisition by Tytronics of the minority interest of Metrisa and Nametre 
based on an independent valuation of Tytronics, Nametre, and Metrisa by 
Fechtor Detwiler & Co., investment bankers.

	A 50 to 1 reverse stock split was effected in May 1998 in 
connection with the Company's Reorganization and resulting 
recapitalization.  In addition, the Company's Certificate of Incorporation 
was amended to change its authorized common stock and par value to 
2,000,000 shares with a $.50 par value.  All net income per share 
information and common stock information presented in the 
accompanying consolidated financial statements and notes to the financial 
statements have been retroactively restated to reflect the stock split and 
recapitalization.

	The accompanying consolidated financial statements have been 
prepared in accordance with generally accepted accounting principles.  
They include the accounts of Tytronics, and subsidiaries for the periods 
ended September 30, 1997 and the accounts of Metrisa, Inc. including the 
effects of the Reorganization from the closing date on, for the period 
ended September 30, 1998.

Results of Operations

Year Ended September 30, 1998 as compared to Year Ended September 30, 1997

Net sales for the 1998 fiscal year totaled $8,252,450 as compared to 
$7,974,919 in the comparable period of 1997, an increase of $277,531.  
This approximately 4% increase is primarily due to the inclusion of the 
sales of Micromet, substantially all of whose assets were acquired by 
Tytronics in the second quarter of fiscal 1998, offset by a decrease in sales 
of the Company's other divisions due to reduced sales to the Asian 
countries.

Cost of sales decreased by $60,839, or 2% from $3,781,854 (47% of sales) 
in fiscal 1997 to $3,721,015 (45% of sales) in the same period of fiscal 
1998.  This percentage decrease of 2% was a result of the change in mix of 
product sales plus the inclusion of Micromet, whose instruments have 
relatively low costs.

Selling, general and administrative expenses increased by $60,503, or 2%, 
from $3,342,571 (42% of sales) to $3,403,074 (41% of sales).  This 
increase is primarily due to the amortization of the expenses of the 
Reorganization as well as the inclusion of Micromet's selling, general and 
administrative expenses, offset by reductions in other divisions.

Research and Development increased by $36,452, or 6%, from $626,654 
(8% of sales) to $663,106 (also 8% of sales) as a result of the inclusion of 
Micromet. 

Income from operations was $465,255 for fiscal 1998, compared with 
$223,840 for fiscal 1997, an increase of 108%.  The increased income was 
primarily a result of the return to profitability of the Holometrix division 
from its fiscal 1997 loss, and the inclusion of Micromet's results.

Net income was $220,584 for fiscal 1998 compared to $103,071 for fiscal 
1997, an increase of 114%.  This increase in net income was a direct result 
of the increase in income from operations offset by increased taxes in 1998 
and a favorable minority interest from Holometrix in fiscal 1997.

LIQUIDITY AND CAPITAL RESOURCES

Total assets at September 30, 1998 increased to $8,207,908 from 
$5,046,695, an increase of $3,161,213 or 63%.  This increase was due to 
the combination of an increase in cash as a result of obtaining 
subordinated debt financing of $2,000,000 from Sirrom Investments, Inc. 
("Sirrom"), the acquisition of the assets of Micromet of $358,000, and the 
addition of goodwill associated with the Reorganization.  Cash increased 
by $1,533,336 primarily due to the subordinated debt financing of 
$2,000,000 offset by the acquisition of Micromet, for an initial payment of 
$150,000, and the expenses associated with the Reorganization.  Accounts 
receivable increased by $236,989 primarily due to increased sales for the 
year, particularly those of fourth quarter.  Inventories increased by 
$110,655 reflecting the acquisition of Micromet for an initial payment of 
$150,000, offset by inventory reductions in all other divisions.  Other 
current assets decreased by $103,336, and equipment and fixtures, net, 
decreased by $70,339.  Other assets increased by $1,497,908, resulting 
from the goodwill associated with the Reorganization and the inclusion of 
costs associated with the subordinated debt financing of $2,000,000.

Total liabilities at September 30, 1998 increased to $5,429,369 from 
$3,834,914 on September 30, 1997, an increase of $1,594,455 or 42%.  
This increase was primarily due to an increase in long-term debt of 
$1,896,528, resulting from the $2,000,000 subordinated debt financing, an 
increase in the current portion of long-term debt of $262,106, offset by a 
decrease in accounts payable of $405,623.  Accounts payable decreased 
from $1,718,396 at September 30, 1997 to $1,312,773 at September 30, 
1998 due to a combination of payments of extended payables present at 
September 30, 1997, as well as a reclassification of certain accounts 
payable to the current portion of long-term debt.  The current portion of 
long-term debt increased from $299,335 at September 30, 1997 to 
$561,441 at September 30, 1998 due to the acquisition of Micromet and 
the reclassification of certain accounts payable.

Operating cash flows were positive in fiscal 1998 amounting to $154,480, 
as compared to $307,628 in fiscal 1997.  Operating cash flows equals the 
sum of net income of $220,584 plus deferred income taxes of $44,000 and
depreciation and amortization $308,177, plus decreases in inventory of
$247,345, and other current assets of $3,336, offset by increases in
accounts receivable of $236,989 and decreases of accounts payable and
accrued expenses of $431,973.

The Company funded increases of equipment and fixtures of $95,115 
along with increases of other assets of $143,043.  The increase in long-
term debt of $1,950,634 was due primarily to the Sirrom subordinated debt 
financing of $2,000,000.

The net affect of these transactions was an increase in cash of $1,533,336, 
providing cash at fiscal 1998 year-end of $2,469,053.

Notes Payable Line of Credit, Subordinated Debt Loan

As of September 30, 1997, the Company was a party to a Silicon Valley 
Bank combined line credit and term loan of $1,500,000 secured by 
substantially all of the assets of the Company.  As of September 23,1998, 
this line was increased to $1,750,000.  Advances under this line cannot 
exceed 75% of the Company's eligible accounts receivable plus 20% of 
inventory, as defined. All outstanding amounts are payable on demand and 
advances are contingent upon maintaining certain covenants relative to 
profitability, liquidity and tangible net worth.  As of September 30, 1998, 
the Company was in compliance with all covenants and ratios on this line 
of credit .

As of September 29,1998, the Company was party to a $2,000,000 
subordinated debt financing agreement with Sirrom secured by 
substantially all of the assets of the Company, but subordinated to the 
Silicon Valley Bank financing.  This loan is due in full September 30, 
2003, with interest-only payments for the first two years.

Effect of Reorganization and Other Company Initiatives

The Company expects to continue to invest in enhanced sales and 
marketing efforts, new product development, and the development of 
strategic relationships, including licensing, acquisitions, mergers, or OEM 
agreements.  Management believes that operating capital and the line of 
credit from Silicon Valley Bank, and the $2,000,000 subordinated debt 
financing from Sirrom, will provide sufficient capital to maintain stable 
Company operations throughout fiscal 1999.  As of May 1, 1998, the 
Company completed the Reorganization previously discussed, pursuant to 
which Tytronics, Micromet and Nametre were merged into the wholly-
owned subsidiary of the Company, Holometrix Acquisition Corp., which 
was followed by the merger of Holometrix Acquisition Corp. into the 
Company.  As part of the Reorganization, Holometrix changed its name to 
Metrisa, Inc., and effected a 50 to 1 reverse stock split of its issued and 
outstanding capital stock.  Management believes that the Reorganization 
will result in increased efficiencies for the Company and provide for more 
stable Company operations.  However, there can be no assurance that 
additional or adequate profitability and operating funds will be generated 
as a result of revenue increases or the Reorganization, or that strategic 
relationships will materialize, or that additional funding, if required, can 
be obtained on acceptable terms.

New Accounting Pronouncements

	In June 1997, the Financial Accounting Standards Board issued 
two new disclosure standards.  Results of operations and financial position 
will be unaffected by implementation of these new standards.

	Statement of Financial Accounting Standards No. 130, 
"Reporting Comprehensive Income" ("SFAS 130"), establishes standards 
for reporting and display of comprehensive income, its components, and 
accumulated balances.  Comprehensive income is defined to include all 
changes in equity except those resulting from investments by owners and 
distributions to owners.  Among other disclosures, SFAS No. 130 requires 
that all items that are required to be recognized under current accounting 
standards as components of comprehensive income be reported in a 
financial statement that is displayed with the same prominence as other 
financial statements.  

	SFAS No. 131, "Disclosures about Segments of an Enterprise and 
Related Information," which supersedes SFAS No. 14, "Financial 
Reporting for Segments of a Business Enterprise," establishes standards 
for the way that public enterprises report information about operating 
segments in annual financial statements and requires reporting of selected 
information about operating segments in interim financial statements 
issued to the public.  It also establishes standards for disclosures regarding 
products and services, geographic areas, and major customers.  SFAS No. 
131 defines operating segments as components of an enterprise about 
which separate financial information is available that is evaluated 
regularly by the chief operating decision maker in deciding how to allocate 
resources and in assessing performance.

	Both of these new standards are effective for financial statements 
for periods beginning after December 15, 1997 and require comparative 
information for earlier years to be restated.  Management is evaluating the 
impact these standards may have on the Company's financial  statement.  
The Company will adopt these new standards for the fiscal year ending 
September 30, 1999.

In June 1998, The Financial Accounting Standard board issued 
SFAS No. 133, "Accounting of Derivative Instruments and Hedging 
Activities."  SFAS No. 133 provides a comprehensive and consistent 
standard for the recognition and measurement of derivatives and hedging 
activities.  The new standard requires that an entity recognize all 
derivatives as either assets or liabilities in the statement of financial 
position and measure those instruments at fair value.  SFAS No. 133 is 
effective for fiscal years beginning after June 15, 1999.  The Company 
will adopt the new standard for the fiscal year ending September 30, 2000.  
Management is evaluating the impact of SFAS No. 133 may have on the 
Company's financial statements.

Year 2000 ("Y2K")

The Company is aware of the issues related to the approach of the 
Year 2000 and has assessed and investigated what steps must be taken to 
ensure that its critical systems and equipment will function appropriately 
after the turn of the century.  The assessments included a review of what 
systems and equipment need to be changed or replaced in order to function 
correctly.

With the exception of remediation and implementation 
consequences not known to the Company at this time, the Company 
believes that all systems should be fully implemented by the end of the 
fourth quarter of fiscal 1999.

As part of the Company's assessment of Y2K issues, consideration 
was given to the possible impact upon the Company from using purchased 
software, suppliers and outside service providers.  The Company's efforts 
with regard to Y2K issues are dependent in part upon information received 
from such suppliers and vendors upon which the Company has reasonably 
relied.  While it is not possible for the Company to predict all future 
outcomes and eventualities, the Company is not aware, at this time, of any 
Y2K non-compliant situations with regard to any of its purchased software 
or its use of suppliers and outside service providers.

The Company estimates that it will spend approximately $100,000 
to fully implement its Y2K compliance program.  All Y2K costs have 
been and will continue to be funded from operations.

The Company has formulated a contingency plan to deal with Y2K 
issues.  However, due to the complexity and widespread nature of such 
issues, the contingency planning process of necessity must be an ongoing 
one requiring possible further modification as more information becomes 
known regarding (1) the Company's own systems and facilities, and (2) 
the status and changes therein of the Y2K compliance efforts of outside 
suppliers and vendors.  As significant Y2K uncertainties remain outside 
the control of the Company, at this time the Company is unable to 
determine a most reasonably likely worst case scenario.

ITEM 7.  FINANCIAL STATEMENTS. 

	The Company's consolidated financial statements and the related 
auditors' report are presented on pages F-1 through F-17.  The financial 
statements filed in this Item 7 are as follows:

Item									Page

Reports of Independent Accountants                                       F1

Consolidated Balance Sheets - September 30, 1998 and 1997                F2    
Consolidated Statements of Income for the years ended                    F3    
September 30, 1998 and 1997

Consolidated Statements of Stockholders' Equity for the years ended      F4   
September 30, 1998 and 1997

Consolidated Statements of Cash Flows for the years ended                F5    
September 30, 1998 and 1997

Notes to Consolidated Financial Statements                               F6    
                                                             
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

	The Company filed a report on Form 8-K dated September 24, 
1998 relating to a change in the Company's independent accountants 
which is incorporated herein by reference.


PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
        COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

	The following is a list of the directors and executive officers of 
the Company as of December 1, 1998:

Name                            Age        Position

John E. Wolfe                   60         President and Director
John A. Hanna, Jr.              57         Treasurer & Chief Financial Officer
Richard Mannello                41         Vice President & General Manager
Linda E. Dousis                 50         Vice President and Operations Manager
Joseph J. Caruso                55         Director
Joaquim S. S. Ribeiro           62         Director
Salvatore J. Vinciguerra        60         Director
Emile Sayegh                    44         Vice President and Director
Edward J. Stewart, III          52         Director
Eric F. Mooney                  67         Vice President
____________________				
	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.  
From 1987 to May 1998, Mr. Wolfe was also President and Chief 
Executive Officer and a director of Tytronics Incorporated, the Company's 
former parent company.  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 on the Board of Trustees of Bryant College in 
Smithfield, Rhode Island, and was recently Chairman of that Board.  Mr. 
Wolfe was also a past 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. Hanna joined the Company as Chief Financial Officer in 
August, 1997.  He was elected Treasurer in December 1997.  Previously, 
Mr. Hanna was Chief Financial Officer for the Danis Group from 1996 to 
1997.  Prior to 1996, Mr. Hanna was Treasurer of Alpha Industries, Inc. 
from 1978 to 1996.  Mr. Hanna holds a B.S. in Electrical Engineering 
from Tufts University, an M.ENG. in Electrical Engineering from Yale 
University, and an MBA in Finance from Boston University.

	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.

	Ms. Dousis has been Vice President and Operations Manager of the 
Company since May of 1998.  Ms. Dousis was first engaged by Nametre, 
a former subsidiary of the Company, in 1984 as a management consultant.  
In 1985, she joined Nametre in the position of General Manager, and was 
promoted to President of Nametre in 1990.  From 1976 to 1983, Ms. 
Dousis was Vice President Finance/Administration/Systems and 
Secretary/Treasurer of Rheometrics, Inc., where she was responsible for 
finance, management information systems, and personnel.  Ms. Dousis 
was also responsible for the establishment and operations of Rheometrics, 
GmbH, a wholly owned subsidiary of Rheometrics, Inc., as well as the 
West Coast office of Rheometrics, Inc.  Ms. Dousis' experience also 
includes five years with Schoeffel Instrument Corp. a manufacturer of 
liquid chromatography instrumentation, and industrial sales experience.

	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 Micro E Corp., ACT Medical, Inc., Zentox Corp. 
and Boston Restaurant Associates.  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, and is a self-
employed management consultant.  In 1992 and 1993, he served as vice-
chairman of Multibank Financial Corp., a public bank holding company 
now part of BankBoston, and also as director and interim president of 
HMO Central Massachusetts Health Care, now part of 
Healthsource/Cygna Healthcare.  From 1989 to 1992, he served as general 
manager of the law firm of Bowditch & Dewey, LLP.  Mr. Ribeiro holds a 
B.S. in Aeromechanics from Worcester Polytechnic Institute and an 
M.B.A. in Economics and Finance from Clark University.

	Mr. Sayegh is one of the original founders of Tytronics Incorporated 
and has twenty years of combined experience in both research and product 
development.  He has personally directed and designed many successful 
products in the field of laboratory and process instrumentation.  
Previously, he was employed by Orion Research as project leader and 
principal engineer.  Mr. Sayegh holds a Bachelor's Degree in Mechanical 
Engineering from the College of Arts and Sciences, Lebanon, a B.S. in 
Electrical Engineering from Northeastern University and has done 
graduate studies in Computer Science.

	Mr. Stewart served as a Director of the Company from 1988 through 
1996.  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.  Mr. Stewart holds a Master of 
Business Administration degree from 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 CEO of Goddard Industries, Inc. since 
October of 1998.  Prior to that he was President and Chief Operating 
Officer of FerroFluidics Corporation from January of 1995 until June 1996 
when 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, Saphikon Corporation and the Japan Society 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.

	Dr. Mooney has over 40 years' experience in the field of process 
analyzers in the chemical and water industries.  His experience includes 
work at Imperial Chemical Industries, Ltd., Managing and Technical 
Director of Anacon Instruments Ltd., Director of Anacon, GmbH, and 
Corporate Technical Director of Anacon, Inc.  Dr. Mooney formed and 
was President of Special Analysis Corporation until joining Tytronics in 
1990.  His academic positions include Senior Lecturer in Instrument 
Spectroscopy at the University of Birmingham.  Dr. Mooney is the author 
of over 200 published papers and is a Senior Member of the Instrument 
Society of America, a Fellow of the Royal Institute of Chemistry, a Fellow 
of the American Chemical Society, and Vice Chairman of CITAC 
(Committee for Traceability in Analytical Chemistry).  He holds a B.Sc. & 
Ph.D. from the University of London in the UK and a D.Sc. from the 
University of Birmingham in the UK.

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.  

	Each of Joseph J. Caruso, Edward J. Stewart, III, John A. Hanna, 
Jr., Joaquim S.S. Ribeiro, Emile Sayegh and John E. Wolfe failed to 
timely file a Form 5 for a single transaction relating to the fiscal year 
ended September 30, 1998.  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 $750.00 per meeting attended 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 1998.  During the fiscal year ended September 30, 1995, each of 
Joaquim S.S. Ribeiro and Salvatore J. Vinciguerra were granted options to 
purchase 3,000 shares of the Company's Common Stock at an exercise 
price of $1.50 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, 1998, September 30, 
1997 and September 30, 1996, of those persons who were (i) the 
Company's Chief Executive Officer during the fiscal year ended 
September 30, 1998, and (ii) other executive officers of the Company as of 
September 30, 1998, who received total cash and bonus compensation in 
excess of $100,000 (the "Named Officers") during fiscal year 1998.

                        Executive Compensation
                                                         Securities
  Name and                            Other  Restricted  Underlying All  Other
  Principal             Salary  Bonus Comp.  Stock       Options/SARs    Comp.
  Position       Year    ($)    ($)   ($)    Award          (#)          ($)

  John E. Wolfe  1998   140,171 6,000  n/a     n/a          n/a           n/a
  President, CEO

  Richard Mannello 1998  94,312 n/a    n/a     n/a          n/a           n/a
  Vice President & 
  General Manager

  Emile Sayegh     1998  99,045 5,500  n/a     n/a          n/a           n/a
  Vice President

  Linda Dousis     1998 112,500 16,050 n/a     n/a          n/a           n/a
  Vice President &
  Operations Manager

  John E. Wolfe    1997  36,000  n/a   n/a     n/a          n/a           n/a
  President, CEO
  & Treasurer

  Richard Mannello 1997 111,478  500   n/a     n/a          300,000(1)    n/a
  Vice President &
  General Manager

  John E. Wolfe    1996  52,200  n/a   n/a     n/a          n/a           n/a
  President, CEO
  and Treasurer

                                                            
 (1) Represents the grant of options to purchase shares of the Company's 
common stock which vest over a period of four years from the date of 
grant.  

	The following table sets forth information concerning option 
exercises during fiscal 1998 and the value of unexercised options as of 
September 30, 1998.  No options were granted and no options were 
exercised during fiscal year 1998 by any of the Named  Officers in the 
compensation table.

    
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values

                                      # of Unexercised    $Value of Unexercised
                                      Options at          Options at
             # Shares      $          Sept. 30, 1998      Sept. 30, 1998
Name         Acquired      Value      (Exercisable/       (Exercisable/
             On Exercise   Realized   Unexercisable)      Unexercisable)1

John E. Wolfe     0         $0        17,885/17,885             $0

Richard Mannello  0          0        6,000/6,000               $0
Emile Sayegh      0          0        7,868/7,868               $0
Linda Dousis      0          0        0                         $0
____________________

1Value is based on the difference between option exercise price and the 
fair market value at fiscal 1998 year-end, multiplied by the number of 
shares underlying the option.

CONSULTING AGREEMENT

	The Company and Bantam Group, Inc. 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 during fiscal 1998.  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 
("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, 1998, the Company had 51 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 
125,000 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.

	No options or rights were granted under the 1991 Plan during the 
1998 fiscal year and no options were canceled during fiscal 1998.  As of 
September 30, 1998, options to purchase 76,018 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.

        In addition, the Company has outstanding certain options which were
originally granted to former directors and a consultant of Tytronics
Incorporated, the former parent of the Company.  These options were converted
into options to purchase shares of the Company's Common Stock in connection
with the Reorganization and are not subject to the 1991 Plan.  These options
include an option to purchase 18,512 shares of Common Stock held by each of
Joseph J. Caruso, a director of the Company and a former director of Tytronics
Incorporated, and Bantam Group, Inc. and an option to purchase 4,628 shares of
the Company's Common Stock held by Alan Robertson, a former director of
Tytronics Incorporated.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

	The following table sets forth as of November 1, 1998, to the 
knowledge of the Company, the ownership of the Company's 1,022,911 
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 executive officers, 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.

Name and Address                Number of Shares        Percentage
of Beneficial Owner             Beneficially Owned      of Class1

Bantam Group, Inc.2             102,915                 9.5%
50 Bay Colony Drive,
Westwood, MA 02090

Corning Partners II, L.P.3       64,793                 6.0%

Joseph J. Caruso4               130,684                 11.9%

Linda E. Dousis                  38,177                 3.7%

Joaquim S. S. Ribeiro5           39,460                 3.7%

Emile Sayegh6                   100,429                 9.7%

Sirrom Investments, Inc.7       143,738                 12.3%

Edward J. Stewart, III8         122,645                 11.9%

Salvatore J. Vinciguerra7         3,000                   *

John E. Wolfe9                  172,360                 16.3%

All Officers and Directors      645,151                 58.2%
as a group (10 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 statement 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, a Director of the Company, is also President of 
Bantam Group, Inc., and has sole voting and investment power with 
respect to the 102,915 shares of Common Stock beneficially owned by 
Bantam Group, Inc.

3	Mr. Stewart is the managing general partner of the general partner 
of Corning Partners II, L.P. 

4Stated shares include 102,915 shares of Common Stock owned of record 
by Bantam Group, Inc.  74,851 shares of Common Stock beneficially 
owned by Mr. Caruso are issuable upon the exercise of currently 
outstanding stock options or warrants.

53,000 shares of Common Stock beneficially owned by Mr. Ribeiro are 
issuable upon the exercise of currently outstanding stock options.

67,968 shares of Common Stock beneficially owned by Mr. Sayegh are 
issuable upon the exercise of currently outstanding stock options.

7Issuable upon the exercise of currently outstanding stock options or 
warrants.

8Of the 122,645 shares of Common Stock beneficially owned by Mr. 
Stewart, 64,793 shares and 41,653 shares, respectively, are owned of 
record by Corning Partners II, L.P. and Corning Partners III, L.P.  Mr. 
Stewart is the managing general partner of the general partner of Corning 
Partners II, L.P. and Corning Partners III, L.P.  Includes 6,942 shares of 
Common Stock issuable upon the exercise of currently outstanding 
warrants.

9Of the 172,360 shares of Common Stock beneficially owned by 
Mr. Wolfe, 31,769 shares are issuable upon the exercise of currently 
outstanding stock options or warrants.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

	The Company and Bantam are parties to a month-to-month 
consulting agreement unless terminated by either party on thirty days' 
notice.  Pursuant to this agreement, Bantam was paid $5,000 per month for 
the fiscal years 1998 and 1997.  Mr. Caruso, a Director of the Company, is 
president of The Bantam Group, Inc.

	Effective September 30, 1998, the Company entered into a Loan 
Agreement (the "Loan Agreement") with Sirrom Investments, Inc. 
("Sirrom") pursuant to which the Company borrowed $2,000,000 from 
Sirrom pursuant to a Secured Promissory Note.  In connection with the 
Loan Agreement, the Company issued a stock purchase warrant to Sirrom 
to purchase an aggregate of 143,738 shares of the Company's Common 
Stock at an exercise price of $.50 per share.  The warrant will expire if 
unexercised on October 31, 2003.


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).

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  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).

10.06  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).

10.07  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).

10.08  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).

10.09  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).

10.10  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).

10.11  Third Amendment of Lease between Opta Food Ingredients, Inc. 
and Holometrix, dated September 30, 1996 (filed as exhibit 10.36 to Form 
10-KSB dated December 29, 1996, and incorporated herein by reference).

10.12  Unconditional Guaranty dated July 24, 1997 issued by the 
Company to Silicon Valley Bank (filed as Exhibit 10.37 to Form 10-KSB 
dated December 29, 1997, and incorporated herein by reference).

10.13  Loan Agreement dated September 30, 1998 between Sirrom 
Investments, Inc. and the Company (filed herewith).

10.14  Secured Promissory Note issued by the Company to Sirrom 
Investments, Inc. dated September 30, 1998 (filed herewith).

10.15  Stock Purchase Warrant issued by the Company to Sirrom 
Investments, Inc. dated September 30, 1998 (filed herewith).

10.16  Loan Modification and Assumption Agreement between the 
Company and Silicon Valley Bank dated July 23, 1998 (filed herewith).

23  Consent of Ernst & Young LLP (filed herewith).

27  Financial Data Schedule (filed herewith).

(b)  Reports on Form 8-K. The Company filed one Report on Form 8-K 
dated September 24, 1998, during the Company's fiscal quarter ended 
September 30, 1998, relating to a change in the Company's independent 
accountants.
                                  
                                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:

METRISA, INC.

By: //JOHN E. WOLFE//                   Date:  December 28, 1998
   John E. Wolfe, President, 
   Chief Executive Officer 
   (Principal executive officer)

By: //JOHN A. HANNA, JR.//              Date:  December 28, 1998
   John A. Hanna, Jr.,
   Treasurer and Chief
   Financial Officer
   (Principal financial and accounting officer)

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

     Name                     Capacity                 Date

//JOSEPH J. CARUSO//          Director                December 28, 1998
Joseph J. Caruso


//JOAQUIM S.S. RIBEIRO//      Director                December 28, 1998
Joaquim S.S. Ribeiro	


//EMILE SAYEGH//              Director                December 28, 1998
Emile Sayegh


//EDWARD J. STEWART, III//    Director                December 28, 1998
Edward J. Stewart, III


//SALVATORE J. VINCIGUERRA//  Director                December 28, 1998
Salvatore J. Vinciguerra


//JOHN E. WOLFE//             Director                December 28, 1998
John E. Wolfe

This page intentionally left blank.


Report of Independent Accountants


To the Board of Directors and
Shareholders of Metrisa, Inc.

In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of income, stockholders' equity and of cash flows
present fairly, in all material respects, the financial position of Metrisa,
Inc. and its subsidiaries at September 30, 1998, and the results of their
operations and their cash flows for the year then ended, in conformity with
generally accepted accounting principles.  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 audit.  We conducted our
audit of these statements in accordance with generally accepted accounting
standards which 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, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation.  We believe that our
audit provides a reasonable basis for the opinion expressed above.

                                        PricewaterhouseCoopers LLP

December 3, 1998

                                Metrisa, Inc.
                        Consolidated Balance Sheets


                                                       September 30


                                                    1998        1997
Assets 
Current assets:
  Cash and cash equivalents                    $ 2,469,053    $   935,717
  Accounts receivable, less allowance for
  doubtful accounts of $78,500 and $65,000
  in 1998 and 1997, respectively                 1,926,602      1,689,613
Inventories:
  Raw materials                                    858,241        577,207
  Work-in-process                                  263,213        262,319
  Finished goods                                   249,006        420,279
                                                 _________      _________
                                                 1,370,460      1,259,805

Prepaid expenses                                    65,481         90,365
Deferred taxes                                       6,000         50,000
Notes receivable                                    21,548        100,000
                                                 _________      _________
Total current assets                             5,859,144      4,125,500
                                                                               
Equipment and fixtures, net                        377,783        448,122
Other assets, net of accumulated amortization
  of $332,541 and $189,818 in 1998 and 1997,
  respectively                                   1,970,981        473,073
                                                 _________       ________

Total assets                                    $8,207,908     $5,046,695
                                                 =========      =========
Liabilities and Stockholders' Equity

Current liabilities:

Notes payable to bank                           $  213,059     $  113,059
Accounts payable                                 1,312,773      1,718,396
Accrued expenses & other                           508,319        534,669
Current portion of long-term debt                  561,441        299,335
                                                 _________      _________
Total current liabilities                        2,595,592      2,665,459
                                                 _________      _________
Long-term debt, less current portion             2,833,777        937,249
Minority interest in subsidiary                          -        232,206

Commitments
                                         
Stockholders' equity:
             
Preferred stock $1.00 par value, 10,000,000
  shares authorized, 29,327 shares issued and
  outstanding at September 30, 1997                      -        29,327
Common stock, $.50 par value, 2,000,000 shares 
   authorized, 1,022,911 and 862,070 shares
   issued at September 30, 1998
   and 1997, respectively                          511,456       431,035
Additional paid-in capital                       2,455,069     1,085,727
Retained earnings                                  242,276        21,692
                                                 _________     __________
                                                 3,208,801     1,567,781

Less treasury stock, at cost, 238,312 and
  224,460  shares held at September 30,
  1998 and 1997, respectively                     (430,262)     (356,000)
                                                 _________     _________
Total stockholders' equity                       2,778,539     1,211,781
                                                 _________     _________
Total liabilities and stockholders' equity      $8,207,908    $5,046,695
                                                 =========     =========
The accompanying notes are an integral part of these consolidated financial
statements.

                                  Metrisa, Inc.
                         Consolidated Statements of Income
                            
                                        Year ended September 30
                                          1998              1997
                                                            
Net sales                               $8,252,450       $7,974,919
Cost of sales                            3,721,015        3,781,854
                                         _________        _________
Gross profit                             4,531,435        4,193,065
                                                          
Operating expenses:                                       

Selling, general and administrative     3,403,074         3,342,571
Research and development                  663,106           626,654
                                        _________         _________
                                        4,066,180         3,969,225
                                        _________         _________            
Income from operations                    465,255           223,840
                                 
Other income (expense):          
Other income                               25,806            14,776
Interest income                            10,631            17,164
Interest expense                         (162,919)         (144,480)
                                         ________          ________
                                         (126,482)         (112,540)

Income before income taxes and           ________          ________
  minority interest                       338,773           111,300
                                            
Income taxes                              100,844            41,000
                                         ________          ________
Income before minority interest           237,929            70,300

Minority interest in subsidiary            17,345           (32,771)
                                         ________          ________
                                                                 
Net income                             $  220,584        $  103,071
                                         ========          =========

Net income per common share-basic
  and diluted                               $0.22             $0.12
Shares outstanding-basic and diluted    1,022,911           862,070

The accompanying notes are an integral part of these consolidated financial
statements.

<TABLE>


                               METRISA INCORPORATED
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY 
                 FOR THE YEARS ENDED SEPTEMBER 30, 1998 AND 1997
                                                                                                                
<CAPTION>                                                                 Retained                           Total 
                              Preferred Stock   Common Stock   Additional Earnings                           Stock
                               Par Value        Par Value       Paid-In  (Accumulated    Treasury Stock      holders'
                              Shares   Amount  Shares  Amount   Capital   Deficit)      Shares    Amount     Equity   
<S>                           <C>    <C>      <C>     <C>        <C>      <C>         <C>       <C>        <C>
Balance, September 30, 1996   29,327 $29,327  680,322 $340,161   $518,642 ($81,379)   (224,460) ($356,000) $  450,751   
Sale of common stock               -       -  181,748   90,874    567,085                                     657,959
Net income for year                -       -        -        -          -  103,071                            103,071
                              ______  ______  _______  _______  _________  _______    ________   ________
Balance, September 30, 1997   29,327  29,327  862,070  431,035  1,085,727   21,692    (224,460)  (356,000)  1,211,781
Exchange preferred for common(29,327)(29,327) 149,276   74,638  1,119,502        -           -          -   1,164,813
Exercise of stock options                      11,565    5,783      9,798                                      15,581
Repurchase of common stock                                                             (13,852)   (74,852)    (74,262)
Warrants issued                                                   240,042                                     240,042
Net income for year                                                        220,584                            220,584
                                                                           _______                          _________
Balance, September 30, 1998                $1,022,911 $511,456 $2,455,069 $242,276    $(238,312)$(430,262) $2,778,539
                                            =========  =======  =========  =======     ========= =========  =========

</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.

                                 Metrisa, Inc.
                    Consolidated Statements of Cash Flows


                                                    Year ended September 30

                                                      1998            1997
Operating activities
Net income                                          $ 220,584      $ 103,071
Adjustments to reconcile net income to net
cash provided by operating activities:

  Deferred income taxes                                44,000              -
  Depreciation and amortization                       308,177        271,452
  Minority interest                                         -        (32,771)
  Gain on sale of equipment                                 -        (16,000)
  Changes in operating assets and liabilities, net
  of effects of purchase of subsidiaries:
  
    Accounts receivable                              (236,989)        59,157
    Notes receivable                                        -       (100,000)
    Inventories                                       247,345        (92,646)
    Other current assets                                3,336        (70,067)
    Accounts payable and accrued expenses            (431,973)       185,432
                                                     ________       ________
Net cash provided by operating activities             154,480        307,628
                                                                     
Investing activities                                                        
Additions to equipment and fixtures                   (95,115)      (202,836)
Proceeds from sale of equipment                             -         16,000
Increase in other assets                             (143,043)      (101,168)
Cash paid for Micromet acquisition                   (150,000)             -
                                                     _________      ________
Net cash used in investing activities                (388,158)      (288,004)
                                                                            
Financing activities
Net increase (repayment) of line of credit
  agreement                                           100,000       (170,941)
Proceeds from long-term debt                        2,000,000        411,941
Principal payments on long-term debt                  (49,366)      (107,478)
Net proceeds from sale of common stock                 15,785        659,009
Expenses incurred for Reorganization                 (225,143)
Purchase of treasury stock                            (74,262)             -
                                                    _________        _______
Net cash provided by financing activities           1,767,014        792,531
                                                                            
Net increase in cash and cash equivalents           1,533,336        812,155
Cash and cash equivalents at beginning of year        935,717        123,562
                                                    _________        _______
Cash and cash equivalents at end of year          $ 2,469,053      $ 935,717
                                                    =========        =======

The accompanying notes are an integral part of these consolidated financial
statements.
           

1.  Nature of Business

Business

Metrisa, Inc. (the "Company") was incorporated in Delaware on October 
1985, with principal offices located at 25 Wiggins Avenue, Bedford, MA 
01730. Metrisa is comprised of three divisions, two located in Bedford, MA, 
and one located in Metuchen, NJ.  These divisions serve two broad markets, 
the process/environmental markets, and the materials characterization market.  
Tytronics manufactures and markets on-line liquid chemical analyzers to the 
process and environmental industries; Nametre manufactures and markets on-
line viscosity analyzers to the process industries.  Holometrix-Micromet 
provides instrumentation and testing services for the measurement of thermal 
properties and cure monitoring of composites for the automotive, aerospace, 
and electronics packaging industries.

Reorganization

On May 1, 1998, the Company (formerly Holometrix, Inc.) completed the 
reorganization ("Reorganization") pursuant to which Tytronics Incorporated 
("Tytronics"), the majority owner of the Company, and National Metal 
Refining Company ("Nametre"), the majority owned subsidiary of the 
Company, were merged into the wholly-owned subsidiary of the Company, 
Holometrix Acquisition Corp., followed by the merger of Holometrix 
Acquisition Corp. into the Company. As part of the Reorganization, 
Holometrix changed its name to Metrisa, Inc. and effected a 50:1 reverse stock 
split of its issued and outstanding capital stock.

Although Metrisa is the surviving corporation, because the shareholders of 
Tytronics obtained a majority of voting  rights in Metrisa, Tytronics is deemed 
to be the acquiring entity for accounting purposes. Accordingly, the 
Reorganization has been accounted for as a recapitalization of Tytronics and 
the acquisition by Tytronics of the minority interests of Metrisa and Nametre 
was completed under the purchase method of accounting in accordance with   
Accounting Principles Board Opinion No. 16, "Business Combinations." The 
accompanying financial statements reflect at the closing date, the acquisition 
by Tytronics of the minority interest of Metrisa and Nametre based on an 
independent valuation of Tytronics, Nametre and Metrisa by an independent 
investment banker .

2.  Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of 
Tytronics, and subsidiaries for the period ended September 30, 1997 and the 
accounts of Tytronics, and subsidiaries, including the effects of the 
Reorganization from the closing date for the period  ended September 
30,1998.  The consolidated financial statements of Tytronics and subsidiaries
include the accounts of Tytronics and its majority owned subsidiary Holometrix
and Holometrix' majority owned and consolidated subsidiary Nametre acquired by
Holometrix on September 30, 1996 of which Tytronics owned 69% at September 30,
1997.  All intercompany transactions and balances have been eliminated.

Revenue Recognition

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

Cash Equivalents

The Company considers all highly liquid investments with a maturity of three 
months or less when purchased to be cash equivalents.  


Inventories

Inventories are stated at the lower of cost or market.  Cost is determined 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 of the 
assets. Furniture and fixtures are depreciated over seven years, leasehold 
improvements are thirty one and one half years or the life of the lease, 
whichever is shorter, computers over four years and other machinery and 
equipment over seven years.  Upon retirement or disposition of equipment and 
fixtures, the cost and related accumulated depreciation are removed from the 
accounts and any resulting gain or loss is reflected in income.

Equipment and fixtures consist of the following at September 30:

                                                  1998            1997

Furniture and  fixtures                      $   56,376      $   50,756
Leasehold improvements                           67,351          67,351
Machinery and equipment                         797,900         708,405
Demonstration equipment                         302,897         302,897
                                              _________       _________
                                              1,224,524       1,129,409
Accumulated depreciation                       (846,741)       (681,287)
                                              $ 337,783       $ 448,122
                                              =========       ==========
Depreciation expense was $165,454 and $173,357 for fiscal 1998 and 1997, 
respectively.

Other Assets

Other assets include patent costs, trademarks, licensing agreements, various 
deposits for office equipment and utilities and goodwill resulting from the 
excess of cost over fair value of net assets acquired through acquisition and
the Reorganization, as well as the inclusion of financing costs associated with
the subordinated debt issuance.  Costs related to patents and trademarks are 
amortized using the straight-line method over 17 years.  Costs related to 
licensing agreements are amortized using the straight-line method over the 
life of the agreements.  Costs related to goodwill are amortized using the 
straight-line method over 15 years.  Financing costs are amortized using the 
straight line method over five years.
                         
Other assets consisted of the following at September 30:

                                                1998            1997

Patents                                     $   346,470     $   241,588    
Goodwill                                      1,207,433         244,788
Licensing agreement                              41,863          41,863
Trademarks                                       17,529          17,529
Financing costs                                 366,480               -
Deposits                                        323,747         117,123
                                              _________        ________
                                              2,303,522         662,891
Accumulated amortization                       (332,541)       (189,818)
                                              _________        ________
                                            $ 1,970,981     $   473,073  
                                              =========        ========
Amortization expense was $142,723 and $69,701 in fiscal 1998 and 1997, 
respectively.

Income Taxes

The Company accounts for income taxes in accordance with Statement of 
Financial Accounting Standards  No. 109, "Accounting for Income Taxes" 
(FAS 109). Tax provisions and credits are recorded at statutory rates for 
taxable items included in the consolidated statements of income regardless of 
the period in which such items are reported for income tax purposes.  Deferred 
income taxes are recognized for temporary differences between financial 
statement and income tax bases of assets and liabilities and net operating loss 
carryforwards for which income tax benefits will be realized in future years.

Net Income per common share

Net income per common share is based on the weighted average number of 
common shares and dilutive common share equivalents outstanding during the 
periods presented. Basic earnings per share are calculated by dividing net 
income by the weighted average shares outstanding. Diluted earnings per 
share reflect the dilutive effect of stock options and warrants and are
presented only if the effect is not anti-dilutive.  Had options and warrants
been included in the computation, shares for the diluted computation would
have increased by 638,855 and 471,522 as of September 30, 1998 and 1997,
respectively.
           
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 amounts of assets and liabilities and 
disclosure of contingent assets and liabilities at the date of the financial 
statements and the reported amounts of revenues and expenses during the 
reported period.  Actual results could differ from those estimates.

Concentrations of Credit Risk

Financial instruments which subject the Company to credit risk consist of cash 
equivalents and trade accounts receivable.  The risk with respect to cash 
equivalents is minimized by the Company's policies in which investments are 
placed with high credit quality financial institutions and the amount of 
exposure to any one financial institution is monitored.  The risk with respect 
to trade accounts receivable is minimized by the credit worthiness of the 
Company's customers, the diversity of its customer base and their dispersion 
across a wide geographical area, as well as the Company's credit and 
collection policies.  The Company performs periodic credit evaluations of its 
customers' financial condition and generally does not require collateral.  
Credit losses have been within management's expectations.  One distributor 
accounted for approximately 11% and 13% of revenues in 1998 and 1997, 
respectively.  Sales to international customers represented approximately 45% 
and 49% of revenues in 1998 and 1997, respectively.

Stock-Based Compensation

The Company grants stock options for a fixed number of shares to 
employees with an exercise price equal to the fair value of the 
shares at the date of the grant.  The Company accounts for stock 
option grants in accordance with Accounting Principles Board 
Opinion No. 25, "Accounting for Stock Issued to Employees", 
which is based on the intrinsic value method of measuring stock-
based compensation.  The Company has adopted the disclosure 
only provisions   of Statement of Financial Accounting Standards 
No. 123, "Accounting for Stock-Based Compensation" (FAS 
123), which is based on the fair-value method of measuring stock-
based compensation.

New Accounting Pronouncements

In June 1997, the Financial Accounting Standards Board issued two new 
disclosure standards.  Results of operations and financial position will be 
unaffected by implementation of these new standards.

Statement of Financial Accounting Standards No. 130, "Reporting 
Comprehensive Income" ("SFAS 130"), establishes standards for reporting 
and display of comprehensive income, its components, and accumulated 
balances.  Comprehensive income is defined to include all changes in equity 
except those resulting from investments by owners and distributions to 
owners.  Among other disclosures, SFAS No. 130 requires that all items that 
are required to be recognized under current accounting standards as 
components of comprehensive income be reported in a financial statement that 
is displayed with the same prominence as other financial statements.  

SFAS No. 131, "Disclosures about Segments of an Enterprise and Related 
Information," which supersedes SFAS No. 14, "Financial Reporting for 
Segments of a Business Enterprise," establishes standards for the way that 
public enterprises report information about operating segments in annual 
financial statements and requires reporting of selected information about 
operating segments in interim financial statements issued to the public.  It
also establishes standards for disclosures regarding products and services, 
geographic areas, and major customers.  SFAS No. 131 defines operating 
segments as components of an enterprise about which separate financial 
information is available that is evaluated regularly by the chief operating 
decision maker in deciding how to allocate resources and in assessing 
performance.

Both of these new standards are effective for financial statements for periods 
beginning after December 15, 1997 and require comparative information for 
earlier years to be restated.  Management is evaluating the impact these 
standards may have on the Company's financial statement.  The Company 
will adopt these new standards for the fiscal year ending September 30, 1999.

In June 1998, The Financial Accounting Standard board issued 
SFAS No. 133, "Accounting of Derivative Instruments and 
Hedging Activities."  SFAS No. 133 provides a comprehensive 
and consistent standard for the recognition and measurement of 
derivatives and hedging activities.  The new standard requires that 
an entity recognize all derivatives as either assets or liabilities in 
the statement of financial position and measure those instruments 
at fair value.  SFAS No. 133 is effective for fiscal years beginning 
after June 15, 1999.  The Company will adopt the new standard 
for the fiscal year ending September 30, 2000.  Management is 
evaluating the impact of SFAS No. 133 may have on the 
Company's financial statements.

Reclassifications

Certain amounts in the 1997 financial statements have been reclassified to 
conform to the 1998 presentation.

3.  Business Combination

In February 1998, Tytronics acquired substantially all of the assets of 
Micromet Instruments, Inc., a manufacturer of cure monitoring equipment, 
valued at  $358,000, plus acquisition costs, for a cash payment of $150,000 
and issued a note payable of $208,000.  This acquisition was accounted for 
under the Purchase Method.  No goodwill was recognized in this transaction

4.  Notes Payable to Banks

As of September 30,1997, the Company was a party to a combined line of 
credit and term loan of $1,500,000 with a bank collaterized by substantially all
of the assets of the Company.  As of September 23,1998, this combined line 
and term loan was increased to $1,750,000, of which $1,250,000 is for the line 
of credit and $500,000 is for the term loan.  As of September 30, 1998 and 
1997, the combined amounts outstanding under this agreement were $582,058 
and $607,058, respectively.  Advances under this line cannot exceed 75% of 
the company's eligible accounts receivable plus 20% of inventory, as defined. 
These outstanding amounts are payable on demand and advances are 
contingent upon maintaining certain covenants relative to profitability, 
liquidity and tangible net worth.  As of September 30,1998, the Company was 
in compliance with all covenants and ratios of this line of credit.

At September 30, 1998 and 1997 the Company had unused line of credit of 
$1,036,941 and $886,941, respectively.

5.  Long-Term Debt
Long-term debt consisted of the following at September 30:
                                                  1998            1997
Notes payable to bank, principal and
  interest payable monthly through July 1,
  2001, bearing interest at 2% above prime
  rate (10.25% at September 30, 1998)          $  368,999     $  493,999
                                                                      
Subordinated promissory notes payable to a
  shareholder, bearing interest payable 
  monthly at 10% per annum; principal
  payable on November 23, 1999                    450,000        493,999

Promissory note payable to shareholder, bearing
  interest at 6% per annum, due in annual
  installments through January 2, 1999             75,000        125,000

Promissory note to shareholder, bearing interest
  at 10%, principal and interest are paid 
  quarterly through 1998                                -         50,000
                                                                         
Subordinated note payable to Sirrom Capital due
  2003 at 13.75% interest per annum             2,000,000              -
       
Note due to Geo-Centers for acquisition of
  Micromet due 2000 bearing interest at 8.5% 
  per annum                                       208,166              -

Promissory note due to Amisco bearing interest
  at 12%, due at December 1, 1999                 139,448              -
                                                  153,605        117,585
                                                _________      _________
                                                3,395,218      1,236,584
       less current portion                       561,441        299,335
                                                _________      _________
                                               $2,833,777     $  937,249
                                                =========      =========
In 1996, the Company extended repayment of a promissory note to a 
shareholder to November 23, 1999.  

As of September 30, 1998 and 1997, approximately $21,000 and $41,000, 
respectively, was owed to the estate of a former shareholder.

The aggregate amounts of required principal payments on the Company's 
long-term debt at September 30, 1998 are as follows:

                        1999                    $  561,441
                        2000                       684,106
                        2001                       335,671
                        2002                       262,000
                        2003 and thereafter      1,552,000
                                                 _________
                                                $3,395,218
                                                 =========
As of September 29,1998, the Company was a party to a $2,000,000 
subordinated loan with an investment banking firm collateralized by 
substantially all assets of the Company, second to the bank.  This loan is due 
in five years, with interest-only  payments for the first two years.  The
interest rate is 13.75%

In connection with the subordinated loan, the Company issued stock warrants 
to the investment banking firm to purchase an aggregate of 143,738 shares of 
the Company's common stock at an exercise price of $.50 per share.  The 
warrants will expire on October 31, 2003.

6.  Certain Relationships and Related Transactions

The Company and Bantam Group, Inc. are parties to a month -to-month 
consulting agreement unless terminated by either party on thirty days' notice.  
Pursuant to this agreement, Bantam was paid $5,000 per month for the fiscal 
years 1998 and 1997.  Mr. Caruso, a director of the Company, is president of 
Bantam Group, Inc.


7.  Stockholders' Equity

Warrants

The Company granted warrants giving the holders the right to purchase 
57,878 shares of common stock at a price of $2.61 per share, with an 
expiration date of November 23, 2000.  The Company granted additional 
warrants giving the shareholders the right to purchase 106,936 shares of 
common stock at $3.73 per share.  These warrants also expire on November 
23, 2000.  The Company granted warrants to the president of the Company 
giving him the right to purchase 1,453 shares of common stock at a price of 
$3.73 per share.  These warrants were exercised in November 1997.

Effective September 30, 1997 the Company conducted a private placement 
selling 181,748 shares of common stock for $3.78 per share, receiving total 
net proceeds of $657,959. In connection with the private placement, the 
Company granted warrants to purchase an additional 181,748 shares of 
common stock at a price of $4.86 per share. The warrants expire September 
30, 2002.  

The Company also granted warrants to purchase 6,942 shares of common 
stock at a price of $3.78 per share in connection with a refinancing of notes 
payable to a bank July 24, 1997.  The warrants expire July 24, 2002. The
Company also granted warrants to purchase 23,943 shares of common stock at
a price of $2.51 per share in connection with consultant work on September
30, 1996.  The warrants expire September 30, 2004.
      
Option Agreement

Under the 1991 Stock Plan ( the "1991 Plan")  , officers and employees of the 
Company may be granted "incentive stock options" (stock) ("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").

The stock options are vested over a five year period, with 20% of the options 
vested every year.

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.

The 1991 Plan authorizes the grant of Stock Rights to acquire 125,000 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.

No options or rights were granted under the 1991 Plan during the 1998 fiscal 
year and no options were canceled during fiscal 1998.  As of September 30, 
1998, options to purchase 76,018 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.

In addition, the Company has outstanding certain options which were 
originally granted to former directors and a consultant of Tytronics 
Incorporated, the former parent of the Company.  These options were 
converted into options to purchase shares of the Company's Common Stock in 
connection with the Reorganization and are not subject to the 1991 Plan.  
These options include an option to purchase 18,512 shares of Common Stock 
held by a director of the Company and a former director of Tytronics 
Incorporated, and 18,512 shares held by a consulting company, and an option to
purchase 4,628 shares of the Company's Common Stock held by a former director
of Tytronics Incorporated.
            
7.  Stockholders' Equity (continued)
        
                                  1998                 1997

                                       Weighted              Weighted
                                       Average               Average
                                       Exercise              Exercise
                             Shares     Price     Shares       Price
                             ______    _________  ______     _________
Outstanding options at
  beginning of year           118,018    $1.69    108,760       $1.52
Granted                         4,628    $3.78      9,258       $3.78
Exercised                      (7,868)   $1.30          -
Terminated                    (17,588)   $2.92          -
Options due to Reorganization  20,480    $1.91
                              _______    _____    ________      _____
Outstanding options at end
  of year                    117,670     $1.77     118,018      $1.69
                              ======               ======
Exercisable at end of year    84,212     $1.53     79,140       $1.45
                              ======      ====     ======
Available for grant at end
  of year                      7,330               43,967
                              ======               ======
                                       
The following table represents weighted average price and life information 
about significant option groups outstanding at September 30, 1998:

                                   Options Outstanding      Options Exercisable
                _______________________________________________________________
                                 Weighted
                                 Average       Weighted               Weighted
Range of                         Remaining     Average                Average
Exercise        Number           Contractual   Exercise   Number      Exercise
Prices          Outstanding      Life (years)   Price     Exercisable Price

$1.30-$2.50      108,414           4.2          $1.60      83,286      $1.51
$3.78              9,256           9.1          $3.78         926      $3.78
                 _______                                   ______
                 117,670                                   84,212
                 =======                                   ======

The pro-forma net income, as if compensation cost for the Plans had been 
determined based on the fair value at the grant date, in accordance with the 
provisions of FAS 123, is not materially different from the actual reported net 
income for the years ended September 30, 1998 and 1997.

The fair value of options at the date of grant were estimated using the 
minimum value model with an estimated weighted average life of six years 
from the date of grant, assuming a risk free interest rate of approximately 6%.
The Company does not intend to declare dividends on its common stock.

The effects on 1998 and 1997 pro forma net income of expensing the 
estimated fair value of stock options are not necessarily representative of the 
effects on reporting the results of operations for future years.
                                       
7.  Stockholders' Equity (continued)

Preferred Stock

In conjunction with the Reorganization, 29,327 shares of Series A and Series 
B preferred stock (collectively, preferred stock), outstanding at September 30, 
1997 were exchanged for 149,276 shares of common stock. 

Treasury Stock
At September 30, 1998 and 1997 the Company has 238,312 shares of common 
stock and 0 shares of preferred stock held in treasury. As part of the 
Reorganization, 17,395 shares were purchased back.

8.  Profit-Sharing Plan

The Company sponsors a 401(k) profit-sharing plan ("Plan") covering all 
employees of the Company having completed a minimum of six months of 
service.  The Plan permits participants to make elective contributions up to the
maximum limits allowed by the Internal Revenue Code Section 401(k), with a 
matching employer contribution.  Participants become fully vested in the 
Company's matching contributions in their fifth year of service with the 
Company.

The Plan also permits the employer to make fully vested discretionary 
contributions to the plan allocated to participants' accounts based on their 
relative compensation. 

Employer contributions were $8,194 and $5,401 in 1998 and 1997, respectively.
                 
9.  Income Taxes

The provision for income taxes consisted of the following:

                                          1998           1997

Current income taxes:                                
  Federal                               $  12,000    $  58,000
  State                                    42,000       33,000
                                           ______       ______
  Total Current                            54,000       91,000
                                           ______       ______
Deferred income taxes:
  Federal                                  36,000      (50,000)
  State                                    11,000            0
                                           ______       _______
  Total Deferred                           47,000      (50,000)
                                         ________      ________
Total Provision                          $101,000      $41,000
                                         ========      =======

At September 30, 1998, the Company has net operating loss carryforwards for
federal income tax purposes of approximately $1,722,000 expiring through
2012.  As of September 30, 1998, the Company has available research and
development credit carryforwards of approximately $25,500.  Under Internal
Revenue Code Section 382, certain substantial changes in the Company's
ownership would result in an annual limitation on the amount of net operating
loss and credit carryforwards which could be utilized.

Deferred income taxes reflect the net effects of temporary differences between
the carrying amount of assets and liabilities for financial reporting purposes
and the amounts used for income tax purposes.  The net deferred tax assets are
attributable to the following temporary differences at September 30:

                                        1998            1997

Deferred tax assets:

Accounts receivable allowances          $32,000         $24,800
Depreciation                                  0          32,300
Inventory                                38,000           8,200
Other accruals                           36,000          64,700
Tax Credits                              26,000          25,500
Net Operating loss carryforwards        586,000         721,000
AMT Credits                              79,000          70,000
                                         ______          ______
                                        797,000         946,500
Valuation Allowance                    (785,000)       (856,500)
                                         ______          ______
                                         12,000          90,000

Deferred tax liability:
  Depreciation and amortization          (6,000)        (40,000)
                                        _______         _______
Net deferred tax asset                 $  6,000         $50,000
                                        =======         =======

As required by FAS 109, management of the Company has evaluated the positive
and negative evidence bearing upon the realizability of its deferred tax
assets.  The Company has recorded a valuation allowance of $785,000 to offset
some of the net deferred tax assets as a result of the uncertainties surrounding
the realization of the assets.  The Company reduced its valuation allowance by
$71,000 in 1998 based upon management's estimate of the amount of deferred tax
assets that were more likely than not to be realized.

A reconciliation of the federal statutory income tax rate and the effective
tax rate as a percentage of income (loss) before taxes and minority interest
for the years ended September 30 is as follows:

                                        1998            1997

Federal statutory rate                  34.00%          34.00%
State taxes, net of federal benefit      7.91%           7.40%
Intangibles                              6.85%              -
Other permanent differences              2.02%           6.11%
Change in valuation allowance          (21.01%)         36.21%
Non-consolidated net operating losses                  (52.11%)
Other                                                    5.23%
                                        _____           _____
Effective tax rate                      29.77%          36.84%
                                        =====           =====
                                                             
10. Operating Leases

The Company leases its facilities in Bedford under a lease which expires in 
October 1999 . The lease can be terminated by giving 90 days notice . The 
lease can be extended for an additional three years. The basic rent was 
$76,000 and $68,400 in fiscal 1998 and 1997, respectively.  Future minimum
lease payments will be $83,600 for fiscal 1999.

11. Cash Flow information
Supplemental disclosure of cash flow information for years ended September 30
is as follows:                             1998       1997

                Interest  paid            157,335    143,595
                Income taxes paid          24,200     38,800

Supplemental disclosure of non-cash investing and financing activities

The Company issued warrants with a value of $240,000 to an investment 
banking firm in fiscal year 1998.

The Company issued stock with a value of $1,165,000 to acquire the minority 
interest of Holometrix and Nametre of $232,206.  Goodwill of $1,112,445,was 
created during this reorganization of the Company. 

The Company purchased all of the assets of Micromet Instruments, Inc. 
Information related to this transaction is as follows:

                   Net assets acquired                         $358,000
                   Less note payable                            208,000
                                                               ________
                   Cash paid for acquisition                   $150,000

12. Subsequent Events

In October, 1998, in conjunction with the investment of Sirrom Capital 
Investment, the note payable of $208,000 for the purchase of Micromet 
Instruments was paid.