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, 1997

              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

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

           Delaware                                   04-2891557
           (State or Other Jurisdiction of          (I.R.S. Employer
           Incorporation or Organization)          Identification No.)

           25 Wiggins Avenue, Bedford, Massachusetts  01730-2323
           (Address of Principal Executive Offices)   (Zip Code)
                                     _____________
                                     (781) 275-3300
                  (Registrant's Telephone Number, Including Area 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, $.01 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.    x

         The Registrant's consolidated revenues for its fiscal year ended
         September 30, 1997 were $4,528,636.  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, 1997
         was approximately $219,520.  As of December 1, 1997, 23,861,878
         shares of Common Stock were outstanding.

         Transitional Small Business Disclosure Format  Yes       No  x  


         ITEM 7.     FINANCIAL STATEMENTS. 

               The Company's consolidated financial statements and the related
         auditors' report are presented on pages F-1 through F-26.  The
         financial statements filed in this Item 7 are as follows:

         Item                                                        Page

         Reports of Independent Certified Public Accountants         F-1

         Consolidated Balance Sheets - September 30, 1997 and 1996   F-3

         Consolidated Statements of Operations for the years ended            
         September 30, 1997 and 1996                                 F-5

         Consolidated Statements of Stockholders' Equity for 
         the years ended September 30, 1997 and 1996                 F-6

         Consolidated Statements of Cash Flows for the years ended   F-7
         September 30, 1997 and 1996

         Notes to Consolidated Financial Statements                  F-8



                        Consolidated Financial Statements
                              September 30, 1997 and 1996



                           Holometrix, Inc. and Subsidiary


                                                  Contents






Reports of independent certified accountants    F-1 to F-2


Consolidated financial statements:

  Consolidated balance sheets                   F-3 to F-4

  Consolidated statements of operations                F-5

  Consolidated statements of stockholders' equity      F-6

  Consolidated statements of cash flows                F-7

  Notes to consolidated financial statements   F-8 to F-25






Report of Independent Certified Public Accountants


Board of Directors and Stockholders
Holometrix, Inc.
Bedford, Massachusetts

We  have audited the accompanying consolidated balance sheets of
Holometrix,  Inc. and subsidiary as of September  30,  1997  and
1996,  and  the  related consolidated statements of  operations,
stockholders' equity, and cash flows for the years  then  ended.
These  financial  statements  are  the  responsibility  of   the
Company's  management.   Our responsibility  is  to  express  an
opinion  on these financial statements based on our audits.   We
did  not  audit the 1997 financial statements of National  Metal
Refining  Company,  Inc. ("Nametre"), which  statements  reflect
total  assets of $1,245,027 as of September 30, 1997  and  total
revenues  of $2,451,575 for the year ended September  30,  1997.
Those statements were audited by other auditors whose report has
been furnished to us, and our opinion, insofar as it relates  to
the  1997 amounts included for such subsidiary, is based  solely
on the report of the other auditors.

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

In  our opinion, based on our audits and the report of the other
auditors,  the  consolidated financial  statements  referred  to
above  present  fairly, in all material respects, the  financial
position  of  Holometrix, Inc. and subsidiary at  September  30,
1997  and  1996, and the results of their operations  and  their
cash flows for the years then ended in conformity with generally
accepted accounting principles.


                                   /s/ BDO Seidman, LLP

                                   BDO Seidman, LLP

Boston, Massachusetts
November 26, 1997


                          Holometrix, Inc. and Subsidiary


                              Consolidated Balance Sheets




September 30,                                         1997       1996


Assets (Notes G and H)

Current:                                                     
 Cash and cash equivalents                    $   184 423 $    27 495
 Accounts receivable, less allowance for doubtful
  accounts of $35,000 in 1997 and 1996            929 480   1 162 148
 Inventories (Note D)                             845 256     662 323
 Other current assets                              50 958      32 802
 --------------------------------------------------------------------

    Total current assets                         2 010 117  1 884 768

Equipment and fixtures, net (Note E)               394 993    351 656

Other assets, net (Note F)                         305 395    312 299
---------------------------------------------------------------------

    Total assets                                $2 710 505 $2 548 723


        See accompanying notes to consolidated financial statements.


                          Holometrix, Inc. and Subsidiary


                              Consolidated Balance Sheets
                                              (Continued)



September 30,                                   1997       1996


Liabilities and Stockholders' Equity

Current liabilities:
 Notes payable - stockholder (Note G)     $    72 015 $   20 000
 Notes payable - line of credit (Note G)            -     84 000
 Accounts payable                           1 266 795  1 204 028
 Accrued payroll and related expenses         107 850     37 086
 Accrued expenses - other                     158 716     59 135
 Due to stockholder (Note M)                   51 576     77 204
 Current maturities of long-term obligations 
   (Note H)                                    93 967    105 000

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

Total current liabilities                   1 750 919  1 586 453

Long-term obligations:
 Notes payable - stockholder, less current
  maturities (Note G)                         210 043    100 000
  Long-term obligations, less current 
   maturities (Note H)                         14 631    113 539

Minority interest in consolidated subsidiary 
 (Note B)                                     103 536     66 634

Commitments and contingencies 
 (Notes C, G, H, J, K and M)

Stockholders' equity (Notes B and K):
 Common stock, $.01 par value, 30,000,000 
  shares authorized; issued 28,098,157 in 1997 
  and 26,533,157 in 1996; outstanding 
  23,861,878 in 1997 and 22,296,878 in 1996   280 982    265 332
 Additional paid-in capital                 2 544 409  2 459 009
 Accumulated deficit                       (2 090 015)(1 878 244)

----------------------------------------------------------------
                                              735 376    846 097

  Less:  Treasury stock, at cost             (104 000)  (104 000)


         Subscriptions receivable                   -    (60 000)
----------------------------------------------------------------               
         Total stockholders' equity           631 376    682 097
----------------------------------------------------------------               
        Total  liabilities and 
          stockholders' equity            $2 710  505 $2 548 723

        See accompanying notes to consolidated financial statements.


                          Holometrix, Inc. and Subsidiary


                    Consolidated Statements of Operations




September 30,                                     1997       1996
-----------------------------------------------------------------

Net revenues (Note L)                       $4 528 636 $2 200 603

Cost of revenues                             2 336 860  1 338 466
-----------------------------------------------------------------

  Gross profit                               2 191 776    862 137
-----------------------------------------------------------------

Selling, general and administrative expenses 1 919 566    668 902

Research and development expenses              365 332    153 984
-----------------------------------------------------------------

  Total operating expenses                   2 284 898    822 886
-----------------------------------------------------------------

Income (loss) from operations                 (93 122)     39 251

Interest expense                                56 747     35 210
-----------------------------------------------------------------

Income (loss) before taxes on income
 and minority interest                       (149 869)      4 041

Taxes on income (Note I)                        25 000          -


Income (loss) before minority interest       (174 869)      4 041

Minority interest in net income of subsidiary   36 902          -
-----------------------------------------------------------------

Net income (loss)                         $  (211 771)  $   4 041
-----------------------------------------------------------------

Net  income  (loss)  per common  share    $     (0.01)  $    0.00
-----------------------------------------------------------------

Weighted average number of common and
 common equivalent shares used in calculation
 of income (loss) per common share 
 (Note C)                                  22 309 316  16 313 316


        See accompanying notes to consolidated financial statements.

<TABLE>
                                                      Holometrix, Inc. and Subsidiary


                                      Consolidated Statements of Stockholders' Equity


<CAPTION>

         
                      Preferred
                          Stock
                         Series B       Common Stock       Additional                                                   Total
For the years ended  Par Value $.01   Par Value $.01       Paid-in   Accumulated      Treasury Stock     Subscriptions Stockholders'
September 30, 1997   Shares   Amount   Shares    Amount    Capital     Deficit        Shares      Amount  Receivable   Equity
and 1996
<S>                  <C>      <C>     <C>        <C>       <C>         <C>           <C>        <C>         <C>        <C>
-----------------------------------------------------------------------------------------------------------------------------------
Balance, 
September 30, 1995        -  $     -  20 533 157 $205 332  $2 219 009  $(1 882 285)  4 236 279  $(104 000)  $     -    $ 438 056

Common shares issued 
(Note B)                  -        -   6 000 000   60 000     240 000            -           -          -   (60 000)     240 000

Net income for year       -        -           -        -           -        4 041           -          -         -        4 041
-----------------------------------------------------------------------------------------------------------------------------------

Balance,  
September 30, 1996        -        -  26 533 157  265 332   2 459 009   (1 878 244)  4  236 279  (104 000)  (60 000)     682 097

Payments received on
 subscriptions receivable -        -           -        -           -            -            -         -    60 000       60 000

Common shares issued
 (Notes B and G)          -        -   1 550 000   15 500      84 500            -            -         -         -      100 000

Issuance of common stock
 to employees                             15 000      150         900            -            -         -         -        1 050

Net loss for year         -        -           -        -           -     (211 771)           -         -         -     (211 771)
-----------------------------------------------------------------------------------------------------------------------------------

Balance, 
September 30, 1997        -  $     -  28 098 157 $280 982  $2 544 409  $(2 090 015)   4 236 279 $(104 000)  $     -    $ 631 376


                                  See accompanying notes to consolidated financial statements.
</TABLE>


                           Holometrix, Inc. and Subsidiary


                     Consolidated Statements of Cash Flows
                                                  (Note N)



Years ended September 30,                          1997          1996


Cash flows from operating activities:
 Net income (loss)                            $(211 771)  $     4 041
 Adjustments to reconcile net income (loss) 
  to net cash provided by operating 
  activities:                                   
   Depreciation and amortization                164 791       125 125
   Issuance of common stock to employees          1 050             -
   Minority interest                             36 902             -
   Changes in operating assets and liabilities, 
   net of effects of acquisition in 1996:
     Accounts receivable                        232 668      (335 934)
     Inventories                               (182 933)       16 921
     Other current assets                       (18 156)       10 970
     Accounts payable                            62 767       328 019
     Accrued expenses                           170 345       (13 099)
------------------------------------------------------------------------


Net cash provided by operating activities       255 663       136 043

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

Cash flows from investing activities:
 Equipment and fixtures additions              (178 396)      (80 468)
 Purchase of Nametre, net of cash acquired            -      (266 514)
 Increase in other assets                       (22 828)      (17 956)
-------------------------------------------------------------------------


    Net cash used for investing activities     (201 224)     (364 938)

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

Cash flows from financing activities:
 Due to stockholder, net                        (25 628)       86 350
 Borrowings - stockholder & others              262 058             -
 Proceeds from subscriptions receivable          60 000             -
 Proceeds from issuance of common stock               -       175 000
 Net repayments on line of credit               (84 000)      (41 000)
 Repayments on long-term obligations           (109 941)       (4 667)
-------------------------------------------------------------------------


   Net cash provided by financing activities    102 489       215 683

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

Net increase (decrease) in cash and 
  cash equivalents                              156 928       (13 212)

Cash and cash equivalents, beginning of year     27 495        40 707
-------------------------------------------------------------------------

Cash and cash equivalents, end of year        $ 184 423    $   27 495

         See accompanying notes to consolidated financial statements.



                           Holometrix, Inc. and Subsidiary


                Notes to Consolidated Financial Statements






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

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


B. Acquisition
         
         On September 30, 1996, Holometrix acquired approximately
   61.23% of the outstanding shares of National Metal Refining
   Company, Inc., a developer of instruments for the measurement of
   viscous properties of materials, for $225,000 in cash and $75,000
   in notes payable, plus acquisition costs.  The acquisition has
   been accounted for under the purchase method of accounting,
   resulting in the cost of the acquisition being allocated on the
   basis of the estimated fair value of the assets acquired and
   liabilities assumed.  This allocation resulted in goodwill of
   approximately $245,000 which is being amortized over 15 years.
   The purchase also provided for the acquisition by Holometrix of
   warrants to purchase an additional 13,334 shares at $3 per share
   and 10,000 shares at $6 per share.  Holometrix raised the funds
   to acquire Nametre by issuing 6,000,000 shares of its' common
   stock to Tytronics, Incorporated ("Tytronics"), at a purchase
   price of $.05 per share.  At the time of this

B. Acquisition (Continued)
   
   sale of shares, Holometrix entered into a debt restructuring
   agreement with Tytronics.  In conjunction with that agreement,
   Holometrix also issued warrants to Tytronics to purchase one
   million, one hundred thousand (1,100,000) shares of Common Stock
   at an exercise price of $0.05 per share and one million
   (1,000,000) shares of Common Stock at an exercise price of $0.10
   per share, expiring February 1, 2006.  Joseph J. Caruso, a
   director of Holometrix, is also a director of Nametre.  In
   addition, Mr. Caruso is the president of Bantam Group, Inc.,
   which is a stockholder of Holometrix and Nametre and has entered
   into consulting agreements with Holometrix and Nametre.  The
   purchase did not have a material effect on the Consolidated
   Statement of Operation for the year ended September 30, 1996.
   During 1997, Tytronics exercised 1,100,000 shares at $.05 per
   share and 450,000 shares at $.10 per share.

    The unaudited pro forma consolidated results of Holometrix and
   Nametre for the year ended September 30, 1996, assuming that the
   acquisition had occurred at October 1, 1995, and after giving
   effect to certain pro forma adjustments, is as follows:

   September 30,                                      1996

                                                (Unaudited)

   Revenue                                      $4 803 389
   Net loss                                     $  (27 010)
   Net loss per share                           $    (0.00)


C. Summary of
   Significant
   Accounting
   Policies

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

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

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

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

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

C. Summary of
   Significant
   Accounting
   Policies
   (Continued)

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

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

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

   Research and Development
   
   Research and development costs are charged to expense as
   incurred.


   Income taxes
         
         The Company utilizes the liability method of accounting for
   income taxes, as set forth in Statement of Financial Accounting
   Standards ("SFAS") No. 109, "Accounting for Income Taxes." Under
   SFAS No. 109, deferred tax liabilities or assets are recognized
   for the estimated tax effects of temporary differences between
   financial reporting and income tax bases of assets and
   liabilities and for loss carryforwards based on enacted tax laws
   and rates.

C. Summary of
   Significant
   Accounting
   Policies
   (Continued)

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

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

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

   New Accounting Standards
    
    Effective October 1, 1996, the Company adopted the provisions of
   Statement of Financial Accounting Standards No. 123, "Accounting
   for Stock Based Compensation."  The Company has elected to
   continue to account for stock options at their intrinsic value
   with disclosure of the effects of fair value accounting on net
   earnings (loss) and earnings (loss) per share on a pro forma
   basis.

    Statement of Financial Accounting Standards No. 128, "Earnings
   per Share," ("SFAS No. 128") issued by the Financial Accounting
   Standards Board is effective for financial statements for fiscal
   years ending after December 15, 1997.  The new standard
   establishes standards for computing and presenting earnings per
   share.

C. Summary of
   Significant
   Accounting
   Policies
   (Continued)

   New Accounting
   Standards (Continued)
   
   The effect of adopting Statement of Financial Accounting
   Standards No. 128 is not expected to be material.  The Company is
   required to adopt the disclosure requirements of SFAS No. 128
   during the year ended September 30, 1998.

    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 No. 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, "Disclosure 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.

C. Summary of
   Significant
   Accounting
   Policies
   (Continued)

   New Accounting
   Standards (Continued)
                    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.
                    Due to the recent issuance of these standards,
                    management has been unable to fully evaluate the
                    impact, if any, they may have on future financial
                    statement disclosures.


D. Inventories      As of September 30, inventories
                    consist of the following:

                                                   1997        1996


                    Raw materials              $494 926    $401 779
                    Work in process             122 992     109 893
                    Finished goods              227 338     150 651
                    -----------------------------------------------

                    Total                      $845 256    $662 323



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

                                                   1997        1996


                    Furniture and fixtures  $    80 123 $    80 795
                    Leasehold improvements       73 771      70 471
                    Computer equipment          238 693     212 580
                    Laboratory and shop 
                     equipment                  462 924     313 934
                    Demo equipment              265 918     265 253
                    Guarded hot box facility    250 061     250 061
                    -----------------------------------------------

                                              1 371 490   1 193 094
                    Less accumulated 
                     depreciation
                     and amortization           976 497     841 438
                    -----------------------------------------------

                    Net                     $   394 993 $   351 656


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

                                                   1997        1996


                    Goodwill                   $244 788    $244 788
                    Licensing agreement          35 450      35 450
                    Patents                     113 561      82 479
                    Deposits                     13 669      21 923
                    -----------------------------------------------

                                                407 468     384 640

                    Less accumulated amortization102 073     72 341
                    -----------------------------------------------

                    Net                        $305 395    $312 299


   
G. Notes Payable -
   Stockholder and
   Line of Credit
                    As of September 30, Notes payable -
                    stockholder and line of credit consist of the
                    following:
                                                     1997        1996


                    Notes payable - stockholder:
                     10.5% term loan               $282 058   $       -
                     10% term subordinated note           -     100 000
                     10% demand subordinated note         -      20 000
                     Less current maturities        (72 015)    (20 000)
                     ---------------------------------------------------

                    Long-term portion              $210 043    $100 000
                    ----------------------------------------------------

                    Notes payable - 
                      line of credit               $      -    $ 84 000


G. Notes Payable -
   Stockholder and
   Line of Credit (Continued)
                    During 1997, the Company renegotiated its working
                    capital line of credit.  Under the new terms, the
                    Company and its majority stockholder, Tytronics,
                    as a consolidated group (the "Group") entered
                    into a $1,000,000 working capital line of credit
                    and a $500,000 term loan agreement (the
                    "Financing").  The Financing is secured by
                    substantially all assets of the Group and is
                    guaranteed by Holometrix, Tytronics, and Nametre.
                    Advances are contingent upon maintaining certain
                    covenants relative to profitability, liquidity,
                    and tangible net worth.  Advances under the line
                    of credit after September 1, 1997 are limited to
                    70% of the Group's eligible accounts receivable,
                    as defined, or 110% of the Group's consolidated
                    tangible net worth, as defined.  Borrowings are
                    payable on demand, and bear interest at the
                    bank's prime rate plus 2% (10.5% at September 30,
                    1997).  The line of credit expires in July 1998.
                    The term loan is due in July 2001, payable in
                    monthly installments of $10,417 plus interest at
                    the bank's prime rate plus 1.25% (9.75% at
                    September 30, 1997).  Advances under the term
                    loan were made to Tytronics.  Total borrowings of
                    Tytronics outstanding under the Financing at
                    September 30, 1997 amounted to $607,387.
                    

                    In connection with the above bank financing,
                    Tytronics advanced to the Company certain funds
                    under an informal agreement.  At September 30,
                    1997, $282,058 is payable to Tytronics under the
                    agreement.  The Company has recorded $72,015 as a
                    current liability based on its informal agreement
                    with Tytronics.  The $210,043 long-term note is payable
                    over 2 years and 11 months at $6001 per month.

                    During 1996, in support of the Nametre
                    acquisition, and in connection with additional
                    investments by Tytronics of $300,000 in the
                    Company, Tytronics applied $65,000 of debt to the
                    purchase of common stock and rewrote the
                    remaining $100,000 as long term debt, with
                    payments of $50,000 due November 23, 1997, and
                    $50,000 due November 23, 1998.  During 1997,
                    Tytronics applied the remaining $100,000 of this
                    debt to the purchase of common stock by eliminating
                    this debt through the exercise of 1,550,000 warrants
                    which were previously issued to Tytronics.
    
H. Long-Term Obligations
                    As of September 30, long-term obligations consist
                    of the following:

                                                   1997        1996


                    10% term note payable - 
                      collateralized            $ 50 000     $ 155 000
                    6% term note payable - 
                      unsecured                   19 631        24 572
                    Note payable - other          38 967        38 967
                    Less current maturities      (93 967)     (105 000)
                    ---------------------------------------------------

                    Long-term portion          $  14 631     $ 113 539


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

                    In fiscal 1992, the Company issued a $50,000
                    Unsecured Promissory Note to a founder of the
                    Company.  Terms of the note required principal
                    repayment of $25,000 plus accrued interest at 6%
                    on April 1, 1993 and April 1, 1994.  In August,
                    1994, the note was renegotiated, with the
                    outstanding debt at $44,000.  The new agreement
                    calls for 68 monthly payments of $500 each,
                    including interest at 6%, forgives $5,000
                    principal immediately, and forgives an additional
                    $5,000 at the end of the payment schedule if all
                    payments are made on time.  At September 30,
                    1997, the outstanding balance was $19,631, of
                    which $14,631 is classified as a long-term
                    liability, and $5,000 is classified as a current
                    liability.

H. Long-Term
   Obligations (Continued)
                    As of September 30, 1997, the aggregate annual
                    payments on long-term obligations are as follows:

                    1998                                  $  93 967
                    1999                                      5 592
                    2000                                      4 039
                   -------------------------------------------------

                    Total scheduled payments                103 598

                    Due fiscal 2000 if payments are late      5 000
                   -------------------------------------------------

                    Total                                  $108 598



I. Taxes on Income  Years ended September 30,   1997       1996


                     Current:
                                                            
                       Federal               $16 200    $     -
                       State                   8 800          -
                     ---------------------------------------------

                                              25 000          -
                     ---------------------------------------------

                     Deferred:
                       
                       Federal                     -           -
                     ---------------------------------------------

                                             $25 000     $     -


                    The Company has net operating loss carryforwards
                    available for financial reporting and federal
                    income tax purposes of approximately $1,780,000
                    expiring through 2012.  Because of prior years
                    transactions with Tytronics and the resulting
                    "change in ownership," the future use of the
                    carryforward that existed at the time of the
                    change is restricted.

I. Taxes on Income (Continued)
                     Deferred taxes consist of the following:

         September 30,                             1997        1996


         Deferred tax assets:
           Net operating loss carryforwards   $ 721 000   $ 592 000
           Account receivable reserve            14 000      14 000
           Other temporary differences           29 000      24 000
           Valuation allowance                 (724 000)   (630 000)

         ------------------------------------------------------------
                                                 40 000           -


         Deferred tax liability:
           Basis difference of property and
             equipment                           40 000           -
         ------------------------------------------------------------

         Net deferred tax asset            $          -   $       -


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

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

                                                   1997       1996


                    Statutory rate                (34.0)%       34.0%
                    Utilization of federal net
                     operating loss carryforwards     -        (34.0)
                    Operating loss generating no 
                     current tax benefit           34.0            -
                    Federal and state taxes of 
                     subsidiary not consolidated 
                     for tax purposes              17.0            -


                    Effective tax rate             17.0%           -%


J.  Operating Leases

                    Holometrix conducts its
                    operations from leased facilities consisting of
                    office and production space cancelable upon 90
                    days written notice by either party.  Nametre
                    conducts it operations from leased facilities
                    consisting of office and production space.
                    Nametre occupies this facility on a month-to-
                    month basis under an operating lease.  The
                    Company's total rent expense in fiscal years 1997
                    and 1996 was approximately $99,000 and $65,000,
                    respectively, net of rental income from
                    Tytronics.  Rental income from Tytronics in those
                    same years was approximately $41,000 and $31,000,
                    respectively.


K.  Stock Options
                    
                    In March 1991, the stockholders
                    approved the 1991 Stock Plan (the "1991 Plan").
                    Under this plan, awards of, and options to
                    purchase, an aggregate of 3,000,000 shares may be
                    issued to directors, officers, employees, and
                    consultants of the Company.  The exercise price
                    of incentive stock options (ISOs) granted under
                    the 1991 Plan may not be less than the fair
                    market value of the Company's Common Stock on the
                    date of grant.  The exercise price per share of
                    non-qualified options under the 1991 Plan cannot
                    be less than the lesser of the book value per
                    share of Common Stock as of the end of the
                    preceding fiscal year, or 50% of the fair market
                    value per share of Common Stock on the date of
                    grant.  On April 20, 1995, the Company issued to
                    Mr. John E. Wolfe, an officer of the Company, an
                    ISO under the 1991 Plan to purchase 200,000
                    shares of common stock at $.03 per common share
                    exercisable to April 20, 2000.  During 1996,
                    options for 100,000 shares were issued to Mr.
                    Richard Mannello, who was not then an officer.
                    During 1997, Mr. Mannello was named an officer of
                    the Company, and options for an additional
                    200,000 shares were issued to Mr. Mannello.

K. Stock Options (Continued)
                       
                    During fiscal year 1996, options to purchase
                    3,000 shares from the 1991 Plan were cancelled
                    and returned to its respective Plan.

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

                            1991 Plan                   Non-Qualified

                            Weighted-                    Weighted-
                            Average                      Average
                            Exercise                     Exercise
                        Shares       Price          Shares     Price


    Outstanding at
    September 30, 1995  527 000       $0.03         209 000     $0.05
      Granted           100 000        0.03               -         -
      Exercised               -           -               -         -
      Canceled           (3 000)       0.02               -         -
    ---------------------------------------------------------------------

    Outstanding at
    September 30, 1996  624 000        0.03         209 000      0.05
      Granted           470 000         .05               -         -
      Exercised               -           -               -         -
      Canceled                -           -        (209 000)      .05
   -----------------------------------------------------------------------

    Outstanding at
    September 30, 
    1997              1 094 000       $0.04               -   $     -


K. Stock Options(Continued)

                    The following tables summarize
                    information about stock options outstanding at
                    September 30, 1997:


                                       Options Outstanding
                                       -------------------
                                              Weighted-      
                                              Average      Weighted-
            Range of            Number        Remaining    Average
            Exercise        Outstanding at    Contractual  Exercise
            Prices        September 30, 1997  Life (years) Price
            -----------------------------------------------------------

                $.05            470 000            9.3        $.05
                 .03            600 000            5.1         .03
                 .02             24 000            3.5         .02

           ----------------------------------------------------------------
            $.02 - $.05       1 094 000            6.8       $.04




                                       Options Exercisable
                                       -------------------
                                              Weighted-
                                              Average      Weighted-
            Range of            Number        Remaining    Average
            Exercise         Exercisable at   Contractual  Exercise
            Prices         September 30, 1997 Life (years)   Price
           --------------------------------------------------------------

                $.05            90 000            9.3        $.05
                 .03           540 000            4.8         .03
                 .02            24 000            3.5         .02
           ---------------------------------------------------------------

            $.02 - $.05        654 000            6.2        $.03



K. Stock Options (Continued)
                     The Company accounts for its stock-based
                    compensation plan using the intrinsic value
                    method.  Accordingly, no compensation cost has
                    been recognized for its stock option plan.  Had
                    compensation cost for the Company's stock option
                    plan been determined based on the fair value at
                    the grant dates for awards under the plan
                    consistent with the method of Statement of
                    Financial Accounting Standards No. 123,
                    "Accounting for Stock-Based Compensation," the
                    Company's net income (loss) and earnings (loss)
                    per share would have been adjusted to the pro
                    forma amounts indicated below:

              Years ended September 30,              1997       1996


              Net income (loss)  As reported    $(211 771)    $4 041
                                 Pro forma      $(217 271)    $2 841

              Earnings (loss)    As reported    $    (.01)    $  .00
              per share          Pro forma      $    (.01)    $  .00

                     In determining the pro forma amounts above, the
                    Company estimated the fair value of each option
                    granted using the Black-Scholes option pricing
                    model with the following weighted-average
                    assumptions used for grants in 1997 and 1996:
                    dividend yield of 0% for both years and expected
                    volatility of 46.5% for both years, risk-free
                    rates ranging from 6.07% to 6.92% for 1997 and
                    6.14% to 6.33% for 1996, and expected lives of 10
                    years for 1997 and 1996.  The weighted average
                    fair value of options granted in fiscal 1997 and
                    1996 was $22,500 and $5,000, respectively.

   Reserved Common Stock
                     
                     In connection with the stock option plans and
                    outstanding warrants (see Note B), the Company
                    has reserved 5,050,000 shares of Common Stock as
                    of September 30, 1997.


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

                                                   1997     1996


                    Europe                           10 %      9  %
                    Asia                             12 %      2  %
                    Other                             9 %     18  %


                                                     31 %     29  %



M. Related Party
   Transactions
   (see Notes B, G, H, J and K)
                    
                    The Company shares space in its operating
                    facility with Tytronics which is a 69.2%
                    shareholder of the total outstanding shares of
                    the Company.  The companies allocate rent expense
                    based on the square footage each occupies.  On
                    this basis, rental payments from Tytronics
                    amounted to $41,105 in fiscal 1997 and $30,801 in
                    fiscal 1996.  The companies also share other
                    operating and administrative costs based on
                    estimated usage.  During the fiscal years ended
                    September 30, 1997 and 1996, this informal
                    agreement resulted in the payments of
                    approximately $86,000 and $80,000, respectively,
                    by the Company to Tytronics for such operating
                    and administrative costs.  At September 30, 1997
                    and 1996, the Company had net amounts due to
                    Tytronics of $51,576 and $77,204, respectively.

                        Holometrix and Bantam Group, Inc. ("Bantam"),
                    a business advisory organization, are parties to
                    a consulting agreement which provides for payment
                    of a consulting fee of $1,500 per month and
                    continues month-to-month unless terminated by
                    either party on thirty days' notice.  Pursuant to
                    this agreement, Bantam was issued in December,
                    1993 800,000 shares of the Company's Common Stock
                    plus the reimbursement of any tax liability
                    arising from the issuance of the stock.  Mr.
                    Joseph J. Caruso, Holometrix's Chairman, is also
                    the president of Bantam.  In addition, Bantam has
                    a consulting arrangement with Nametre, which
                    continues on a month-to-month basis unless
                    terminated by either party on thirty days'
                    notice.  Payments under this agreement are $1,250
                    per month.

N. Supplemental
   Disclosure of
   Cash Flow
   Information

                                                   1997        1996


          Interest paid during the year       $  62 000     $36 168
          Income taxes paid during the year   $     800     $   600

          Supplemental Disclosure of Non-Cash Information:

          Conversion of debt and accrued interest
            into Common Stock                  $100 000     $65,000

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


O. Proposed Reorganization


                    On August 28, 1997, the Boards of Directors of
                    Holometrix, Tytronics, and Nametre approved a
                    proposed reorganization of Holometrix subject to
                    shareholder approval pursuant to which Tytronics,
                    the majority owner of Holometrix, and Nametre,
                    the majority owned subsidiary of Holometrix will
                    be merged into Holometrix Acquisition Corp., a
                    Delaware Corporation and the wholly-owned
                    subsidiary of Holometrix, with the result that
                    Holometrix Acquisition will be the surviving
                    entity.  Following the reorganization, Holometrix
                    Acquisition will be merged into Holometrix.  The
                    Company anticipates that the reorganization will
                    be approved by the shareholders of each company
                    and that the proposed mergers will occur in the
                    second quarter of fiscal 1998.






                                   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 A. Hanna, Jr.                          DATE:  January 28, 1998
  John A. Hanna, Jr., Treasurer and Chief Financial Officer
  (financial and accounting officer)