SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549
                                   
                              FORM 10-KSB/A No. 1
 x   Annual report pursuant to Section 15(d) of the Securities
     Exchange Act of 1934
     For the fiscal year ended September 30, 1996
     (Fee Required)

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

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

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

                     Common Stock, $.01 par Value
                                   
                                   
Check whether the Registrant (1) has filed all reports required to  be
filed  by Section 13 or 15(d) of the Securities Exchange Act  of  1934
during the preceding 12 months (or for such other shorter period  that
the  Registrant was required to file such reports), and (2)  has  been
subject  to  such  filing requirements for  the  past  90  days.   
Yes x  No

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

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

Transitional Small Business Disclosure Format  Yes           No  x
                                
                                PART I

ITEM 1. BUSINESS
   
          Holometrix, Inc. (the "Company") is a product development,
         manufacturing and contract test services company which specializes
         in manufacturing instruments and providing contract test services
         for measuring the thermophysical properties of a wide variety of
         materials.  The Company's Instruments Division currently designs,
         manufactures and distributes five product lines, containing
         sixteen models, which measure thermophysical (temperature)
         properties.  The Company's Testing Services Division provides
         contract test and engineering services to evaluate a number of
         temperature-related performance factors of virtually any material.
         The Testing Services Division also performs mechanical and
         physical properties testing.  The Company's principal offices are
         located at 25 Wiggins Avenue, Bedford, Massachusetts 01730-2323;
         its telephone number is (781) 275-3300 and its facsimile number is
         (781) 275-3705.  The Company is a Delaware corporation which was
         incorporated on October 23, 1985.

         Holometrix Instruments Division

         The Company engages in the development, production and
         distribution of instruments under the tradename "Thermatest".  The

                                                




         Instruments Division currently designs, manufactures and markets
         instruments that measure the thermophysical properties of a broad
         range of materials for research, product development and quality-
         control applications.  Information about thermophysical properties
         is used to 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 Company's instruments are used as research tools
         to address worldwide environmental issues, including energy
         conservation, plastics recycling and nuclear waste disposal.

         Holometrix has over 30 years of experience in thermophysical
         (temperature) properties testing.  The basic technology underlying
         the Company's Thermatest instruments is the application of heat
         energy to a material under test and the measurement of the results
         of such an application.  The precise measurements and the
         containment of heat, combined with equally precise temperature
         measurement and control, are key elements in the design of nearly
         all of the Division's products.  Many instruments encompass
         microprocessor-controlled data collection and analysis, resulting
         in the fully automated 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 Company manufactures various instruments
         incorporating these different methodologies.

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

         Holometrix Products

              Heat Flow Meters (Lambda 2000 Series, Rapid-k VT-400)

              The Heat Flow Meter technique is an easy and rapid method for
              testing the thermal conductivity and 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.  Industry-wide acceptance of this
              technique as a reliable and accurate procedure has made it
              the most commonly used test method for both research and
              development and quality control applications.  Federal trade
              rules require insulation manufacturers to measure the thermal
              resistance (R Value) by the heat flow meter method, or
              similar techniques, as part of the procedure for labeling
              their products.  Cellular foam insulation manufacturers, who
              are required to eliminate ozone depleting chlorinated
              fluorocarbons from their products, use these instruments to
              evaluate the effectiveness of replacement blowing agents.  In
              1996 Holometrix introduced the new Lambda 2000 Series of heat
              flow meter products.  These instruments contain an advanced
              instrumentation and control concept for which a patent is
              pending.

              Guarded Heat Flow Meters (TCA-200, TCA-200-LT and TCA-300)

              The Guarded Heat Flow meter method permits the testing of
              moderate conductivity materials.  Customers use these
              instruments to establish safe operating temperatures and
              thermal efficiency of products ranging from electronic and
              semiconductor components to adhesives, and for heat transfer
              modeling of many industrial processes, including injection
              molding of polymers.  Thermal conductivity data from these
              instruments is important to the plastics, electronics,
              automotive, aerospace and food processing industries.  The
              instruments can test solid and thin film materials and
              special test cells are available for testing polymers and
              highly viscous fluids through the melt.  Test materials
              include rubber, plastic, composites, epoxy, ceramics, paper
              products, greases and pastes.

              Guarded Hot Plates (GBP-200, GBP-300, GBP-450 and GBP-600)

              These instruments are used primarily as research tools to
              measure thermal conductivity in porous and solid materials
              over a wide range of temperatures, environmental conditions
              and material types.  This technique is used to measure
              materials from cryogenic (very cold) to very high
              temperatures.  The measuring process is reliable, simple and
              accurate and requires no pre-test calibration by the user.
              Varying degrees of automation are available to meet a range
              of budgets and provide for unattended operation.

              Comparative Instrument (COM-800)

              The comparative technique utilizes known properties of
              reference materials to measure heat flow.  It is a
              convenient, flexible system which measures the thermal
              conductivity of a variety of solid materials over a broad
              range of temperatures and environmental conditions.
              Materials which can be tested include ceramics, composites,
              metals, metal alloys, filled plastics and epoxies, geological
              materials, and carbon products.  A special sample holder is
              also available for testing liquids and pastes.

              Laserflash Instruments (Thermaflash 2200, 1100 and
              Microflash, 300)

              These instruments utilize a sophisticated, high-performance
              Laser Flash Thermal Diffusivity (speed of heat through
              material) (LFTD) technique to measure both thermal

              diffusivity and specific heat from -170 C to 2000 C.  Test
              samples are illuminated uniformly on one surface by a laser
              beam pulse, and the temperature rise of the opposite surface
              is measured and used to calculate thermal diffusivity.  Data
              from these instruments are used by customers to determine
              safe operating temperatures, quality assurance, design and
              process control for composition, molding, heating or cooling
              rates, and thermal performance analysis.  The laserflash
              technique not only provides important information on
              transient heat flow, but also allows testing of small samples
              at high temperatures.  Typical test materials include
              ceramics, coatings, composites, polymers, metals and alloys.

       The Thermaflash 2200 and 1100 operate up to 2000 C and
              1100 C, respectively.  The Microflash, is used for
              applications with a lower temperature requirement and for
              customers with limited capital equipment budgets.  Typical
              applications include the characterization of materials for
              electronic and semiconductor material design and
              manufacturing.

         Holometrix Testing Services Division

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

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

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

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

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

         Holometrix' Markets

         Holometrix' thermophysical instruments are sold primarily to
         materials laboratories engaged in the 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 Company has identified engineered
         materials, electronics and specialty plastics industries as
         promising markets for the instruments.  The Company markets its
         products and services in the U.S. and internationally through the
         combination of a direct sales force and a network of independent
         distributors and sales agents. The Company actively advertises its
         products in industry trade journals and also attends various U.S.
         and international trade shows to promote its products and
         services.  

         Current products and test services are sold in North America
         directly from the Company's offices in Bedford, Massachusetts.
         Domestic sales amounted to 71% of total revenue for fiscal year
         1996.  Domestic sales and marketing are handled in-house by a
         staff of two professionals and an administrator.  Overseas sales
         (primarily to Europe and the Far East) are made through
         independent distributors and sales agents.  In addition to the

         internal sales force, testing services are sold by individual
         project managers responsible for specific testing areas.  Product
         visibility is maintained through active participation in national
         and international trade organizations, including the American
         Society of Testing and Materials (ASTM).  Additional visibility is
         maintained through advertising, exhibitions, informational
         mailings, technical application notes and customer demonstrations.

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

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

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

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

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

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

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

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

         Holometrix Customers

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

         Holometrix Backlog

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

         Holometrix Competition

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

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

         The Testing Services Division competes as a broad-capability
         independent laboratory performing thermal property studies.  There
         are no other known companies or laboratories that encompass the
         Division's entire capabilities.  However, many laboratories offer
         a subset of the Division's services.  Competitive contracts are
         awarded based on price, testing capability and credibility of the
         test results.  The following sample laboratories compete in the


         market sectors indicated: Engineered Materials - Thermophysical
         Properties Research Laboratory Inc., Anter Laboratories, Inc., The
         Edward Orton Jr. Ceramic Foundation, Southern Research Institute,
         and Virginia Polytechnic Institute; Insulations - Southern
         Research Institute, Sparrell Engineering Research Corporation, and
         The Center for Applied Engineering; Government - Oak Ridge
         National Laboratory and National Institute of Standards and
         Technology.

         Holometrix Research and Development

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


         Governmental Regulations

         There is presently no material government regulation with respect
         to the Company's businesses and its development of products.
         However, 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 the
         technology to other countries as it seeks to expand further into
         foreign markets.

         Holometrix Employees

         As of September 30, 1996, the Company had 24 employees, 16 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.

         Holometrix Description of Properties

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

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

         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 Tytronics Incorporated and is
         subject to a senior security interest in favor of Silicon Valley
         Bank, to which Tytronics' interest is subordinated.

         Legal Proceedings

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

         BUSINESS OF NATIONAL METAL REFINING COMPANY

         In 1996, the Company purchased a majority of the issued and
         outstanding capital stock of National Metal Refining Company
         ("Nametre").  Nametre is a product development and manufacturing
         company that specializes in manufacturing in-line and laboratory
         viscosity analyzers.  These analyzers are used to measure the
         viscosity (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.  Nametre is a New Jersey corporation which was
         organized in 1956.  Nametre is located at 101 Liberty Street,
         Metuchen, NJ 08840; its telephone number is (908) 494-2422 and its
         facsimile number is (908) 494-8916.

         Nametre Products

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

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


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

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

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

         Nametre's Markets

         Nametre's analyzers are sold primarily to product and material
         manufacturers engaged in the production and use of plastics,
         chemical, foods, paints, inks or coatings and paper and pulp.  A
         number of analyzers are also sold to government laboratories and
         universities.  Management believes (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.

         Nametre Patents and Proprietary Technology

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

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

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

         Nametre Customers

         On September 30, 1996, the Company acquired approximately 61.23%
         of the outstanding shares of Nametre.  The consolidated statements
         of operations and cash flows of Holometrix and subsidiary exclude
         any activity of Nametre prior to the date of acquisition.  During
         fiscal 1996, which was a nine month year to allow Nametre to
         change its fiscal year to coincide with the Company's fiscal year,
         Nametre had total revenues of approximately $1,776,000, compared
         to $2,671,000 for the 12 month year ended December 31, 1995.  For
         comparison purposes, for the period January 1 to September 30,
         1995 Nametre had total revenues of $1,888,000.  No customer
         accounted for more than 10% of Nametre's sales in fiscal 1996.

         Nametre Backlog

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

         Nametre Competition

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

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

         Nametre Research and Development

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

         Governmental Regulations

         There is presently no material government regulation with respect
         to Nametre's businesses and its development of products.  However,

         the extent to which future governmental regulations may regulate
         Nametre's activities cannot be predicted, and Nametre may be
         subject to restrictions on allowable costs and profits on U.S.
         government contracts and the export of the technology to other
         countries as it seeks to expand further into foreign markets.

         Nametre Employees

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

         Nametre Description of Properties

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

         Nametre considers these facilities to be reasonably insured and
         adequate for its foreseeable needs and believes that similar
         facilities are available in the immediate area at comparable
         rental rates.  As of July 28, 1997, all of the machinery and
         equipment owned by Nametre was subject to a senior security
         interest in favor of Silicon Valley Bank.

         Legal Proceedings

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

    

                                   SIGNATURES

  Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized:


HOLOMETRIX, INC.


By: /s/John E. Wolfe                      DATE:  November 25, 1996
  John E. Wolfe, President and Treasurer
  (principal executive, financial
   and accounting officer)