SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549
                                  _____________

                                   FORM 10-KSB/A
                                  _____________

 X      Annual Report Pursuant To Section 15(d) Of The Securities Exchange
        Act Of 1934 For the fiscal year ended September 30, 1998

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

Commission file number  0-16152

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

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

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

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

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

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

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

Check whether the Registrant: (1) filed all reports required to be 
filed by Section 13 or 15(d) of the Exchange Act during the past 
12 months (or for such other shorter period that the Registrant 
was required to file such reports); and (2) has been subject to 
such filing requirements for the past 90 days.   
Yes   X    No     

Check if there is no disclosure of delinquent filers in response to 
Item 405 of Regulation S-B contained in this form, and no 
disclosure will be contained, to the best of Registrant's 
knowledge, in definitive proxy or information statements 
incorporated by reference in Part III of this Form 10-KSB or any 
amendment to this Form 10-KSB.
The Registrant's consolidated revenues for its fiscal year ended 
September 30, 1998 were $8,252,450  The aggregate market 
value of shares of the Common Stock held by non-affiliates, 
based upon the average of the bid and ask prices for such stock 
on December 1, 1998 was approximately $330,998.  As of 
December 1, 1998, 1,022,911 shares of Common Stock were
outstanding.

Transitional Small Business Disclosure Format  Yes      No   X   

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

SELECTED FINANCIAL DATA:
                                                1998            1997
STATEMENT OF INCOME DATA

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

CONSOLIDATED BALANCE SHEET DATA

  Working capital                               $3,263,552      $1,460,041
    
  Total assets                                  $8,207,908      $5,046,695
     
  Long-term obligations, excluding current      $2,833,777      $  937,249
  Portion
  Minority Interest                                      0      $  232,206
  Stockholders' Equity                          $2,778,539      $1,211,781

OVERVIEW	

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

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

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

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

Results of Operations

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

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

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

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

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

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

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

LIQUIDITY AND CAPITAL RESOURCES

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

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

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

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

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

Notes Payable Line of Credit, Subordinated Debt Loan

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

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

Effect of Reorganization and Other Company Initiatives

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

New Accounting Pronouncements

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

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

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

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

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

Year 2000 ("Y2K")

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

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

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

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

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

ITEM 7.  FINANCIAL STATEMENTS. 
   
	The Company's consolidated financial statements and the related 
auditors' report are presented on pages F-1 through F-20.  The financial 
statements filed in this Item 7 are as follows:

Item									Page

Reports of Independent Accountants                                       F1

Consolidated Balance Sheets - September 30, 1998 and 1997                F5    
Consolidated Statements of Income for the years ended                    F6   
September 30, 1998 and 1997

Consolidated Statements of Stockholders' Equity for the years ended      F7   
September 30, 1998 and 1997

Consolidated Statements of Cash Flows for the years ended                F8    
September 30, 1998 and 1997

Notes to Consolidated Financial Statements                               F9    

    

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

27  Financial Data Schedule (filed herewith).

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

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

METRISA, INC.


By: //JOHN A. HANNA, JR.//              Date:  January 11, 1999
   John A. Hanna, Jr.,
   Treasurer and Chief
   Financial Officer
   (Principal financial and accounting officer)

Report of Independent Accountants


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

In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of income, stockholders' equity and of cash flows
present fairly, in all material respects, the financial position of Metrisa,
Inc. and its subsidiaries at September 30, 1998, and the results of their
operations and their cash flows for the year then ended, in conformity with
generally accepted accounting principles.  These financial statements are the
responsibility of the Company's management; our responsibility  is to express
an opinion on these financial statements based on our audit.  We conducted our
audit of these statements in accordance with generally accepted accounting
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation.  We believe that our
audit provides a reasonable basis for the opinion expressed above.

                                        PricewaterhouseCoopers LLP

December 3, 1998
   

Report of Independent Auditors

We have audited the consolidated balance sheet of Tytronics Incorporated 
(now known as Metrisa, Inc., as more fully discussed in Note 1) as of 
September 30, 1997 and the related consolidated statements of income, 
shareholders' equity, and cash flows for the year 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 audit.  We did not audit the financial statements of Holometrix, 
Inc., a majority-owned subsidiary, which statements reflect total assets of 
$2,710, 505 as of September 30, 1997 and total revenues of $4,528,631 for 
the year then ended.  Those statements were audited by other auditors, 
whose report has been furnished to us, and our opinion, insofar as it relates 
to data included for Holometrix, Inc., is based solely on the report of other 
auditors.

We conducted our audit 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 audit provides a 
reasonable basis for our opinion.

In our opinion, based on our audit and the report of other auditors, the 
consolidated financial statements referred to above present fairly, in all 
material respects, the consolidated financial position of Tytronics 
Incorporated at September 30, 1997 and the consolidated results of its 
operations and its cash flows for the period then ended, in conformity with 
generally accepted accounting principles.


		Ernst & Young, LLP
					


Boston, Massachusetts
December 12, 1997

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Report of Independent Certified Public Accountants


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

We have audited the consolidated balance sheet of Holometrix, Inc. and 
subsidiary as of September 30, 1997, and the related consolidated statements 
of operations, stockholders' equity, and cash flows (not presented separately 
herein) for the year 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 audit.  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 audit 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 fee 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 audit and the report of the other 
auditors provide a reasonable basis for our opinion.

In our opinion, based on our audit and the report of the other auditors, the 
consolidated financial statements (not presented separately herein) referred to 
above present fairly, in all material respects, the financial position of 
Holometrix, Inc. and subsidiary at September 30, 1997, and the results of their 
operations and their cash flows for the year then ended in conformity with 
generally accepted accounting principles.

							BDO Seidman, LLP


Boston, Massachusetts
November 26, 1997
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To the Stockholders and Directors of

National Metal Refining (Nametre) Company, Inc.


We have audited the accompanying balance sheet of National Metal Refining 
(Nametre) Company, Inc. as of September 30, 1997 and the related statements 
of changes in stockholders' equity, revenues and expenses, and cash flows for 
the year 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 audit.

We conducted our audit 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 
statements presentation.  We believe that our audit provides a reasonable basis 
for our opinion.

In our opinion, the financial statements referred to above presents fairly, in
all material respects, the financial position of National Metal Refining
(Nametre)Company, Inc. as of September 30, 1997 and the results of its
operations and cash flows for the year then ended in conformity with g
enerally accepted accounting principles.



					WILKIN & GUTTENPLAN, P.C.
					Certified Public Accountants



East Brunswick, New Jersey
November 20, 1997

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                                Metrisa, Inc.
                        Consolidated Balance Sheets


                                                       September 30


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

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

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

Current liabilities:

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

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

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

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

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

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

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

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

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

<TABLE>


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

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

                                 Metrisa, Inc.
                    Consolidated Statements of Cash Flows


                                                    Year ended September 30

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

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

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

1.  Nature of Business

Business

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

Reorganization

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

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

2.  Significant Accounting Policies

Principles of Consolidation

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

Revenue Recognition

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

Cash Equivalents

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


Inventories

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

Equipment and Fixtures

Equipment and fixtures are stated at cost.  Depreciation is computed using 
straight-line and accelerated methods over the estimated useful lives of the 
assets. Furniture and fixtures are depreciated over seven years, leasehold 
improvements are thirty one and one half years or the life of the lease, 
whichever is shorter, computers over four years and other machinery and 
equipment over seven years.  Upon retirement or disposition of equipment and 
fixtures, the cost and related accumulated depreciation are removed from the 
accounts and any resulting gain or loss is reflected in income.

Equipment and fixtures consist of the following at September 30:

                                                  1998            1997

Furniture and  fixtures                      $   56,376      $   50,756
Leasehold improvements                           67,351          67,351
Machinery and equipment                         797,900         708,405
Demonstration equipment                         302,897         302,897
                                              _________       _________
                                              1,224,524       1,129,409
Accumulated depreciation                       (846,741)       (681,287)
   
                                              $ 377,783       $ 448,122
                                              =========       ==========
    

Depreciation expense was $165,454 and $173,357 for fiscal 1998 and 1997,
respectively.

Other Assets

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

                                                1998            1997

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

Income Taxes

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

Net Income per common share

Net income per common share is based on the weighted average number of 
common shares and dilutive common share equivalents outstanding during the 
periods presented. Basic earnings per share are calculated by dividing net 
income by the weighted average shares outstanding. Diluted earnings per 
share reflect the dilutive effect of stock options and warrants and are
presented only if the effect is not anti-dilutive.  Had options and warrants
been included in the computation, shares for the diluted computation would
have increased by 638,855 and 471,522 as of September 30, 1998 and 1997,
respectively.
           
Use of Estimates

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

Concentrations of Credit Risk

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

Stock-Based Compensation

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

New Accounting Pronouncements

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

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

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

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

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

Reclassifications

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

3.  Business Combination

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

4.  Notes Payable to Banks

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

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

5.  Long-Term Debt
Long-term debt consisted of the following at September 30:
                                                  1998            1997
Notes payable to bank, principal and
  interest payable monthly through July 1,
  2001, bearing interest at 2% above prime
  rate (10.25% at September 30, 1998)          $  368,999     $  493,999

   
Subordinated promissory notes payable to a
  shareholder, bearing interest payable 
  monthly at 10% per annum; principal
  payable on November 23, 1999                    450,000        450,000
    

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

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

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

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

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

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

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

6.  Certain Relationships and Related Transactions

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


7.  Stockholders' Equity

Warrants

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

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

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

Under the 1991 Stock Plan ( the "1991 Plan")  , officers and employees of the 
Company may be granted "incentive stock options" (stock) ("ISO" or "ISOs").  
Directors, officers, employees and consultants of the Company may be granted 
options which do not qualify as ISOs ("Non-Qualified Option" or "Non-
Qualified Options") and, in addition, such persons may be granted awards of 
stock in the Company ("Awards") and opportunities to make direct purchases 
of stock in the Company ("Purchases").

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

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

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

The 1991 Plan authorizes the grant of Stock Rights to acquire 125,000 shares 
of Common Stock.  Pursuant to the terms of the 1991 Plan, shares subject to 
options which for any reason expire or are terminated unexercised as to such 
shares may again be the subject of a grant under the 1991 Plan.

No options or rights were granted under the 1991 Plan during the 1998 fiscal 
year and no options were canceled during fiscal 1998.  As of September 30, 
1998, options to purchase 76,018 shares of Common Stock were issued and 
unexercised and had been granted under the 1991 plan, and no options 
granted under the 1991 Plan had been exercised.

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

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

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

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

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

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

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

Preferred Stock

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

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

8.  Profit-Sharing Plan

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

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

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

The provision for income taxes consisted of the following:

                                          1998           1997

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

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

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

                                        1998            1997

Deferred tax assets:

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

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

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

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

                                        1998            1997

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

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

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

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

Supplemental disclosure of non-cash investing and financing activities

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

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

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

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

12. Subsequent Events

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