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

                                      FORM 10-KSB
                                     _____________

          x   Annual Report Pursuant To Section 15(d) Of The Securities
              Exchange Act Of 1934

              For the fiscal year ended September 30, 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<PAGE>




         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  <PAGE>




                                         PART I

         ITEM 1.  DESCRIPTION OF BUSINESS.

         BUSINESS OF HOLOMETRIX, INC.

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

               The Company intends to enter into a reorganization (the
         "Reorganization") pursuant to which Tytronics Incorporated, the
         majority owner of the Company, and National Metal Refining Company
         ("Nametre"), the majority owned subsidiary of the Company, will be
         merged into Holometrix Acquisition Corp. ("Holometrix Acquisition"),
         a wholly-owned subsidiary of the Company, with the result that
         Holometrix Acquisition will be the surviving entity.  Following the
         Reorganization, Holometrix Acquisition will be merged into the
         Company.  In connection with the Reorganization, each issued and
         outstanding share of Tytronics Preferred Stock and Common Stock will
         be exchanged for 254.542 and 231.402 shares, respectively, of the
         Common Stock of Holometrix (rounded up to the nearest whole share),
         for a total of approximately 39,000,000 shares of Holometrix Common
         Stock.  In addition, each issued and outstanding share of Nametre
         Common Stock, currently, approximately 76,000 shares (excluding
         shares owned by Holometrix) will be exchanged for 79.807 shares of
         Holometrix Common Stock (rounded up to the nearest whole share) for a
         total of approximately 6,065,000 shares.  Based on the value of the
         equity of the Company, Tytronics and Nametre determined by the
         Company's financial advisor, Fechtor, Detwiler & Co., Inc. ("Fechtor
         Detwiler"), the aggregate value of the shares of the Company's Common
         Stock to be exchanged in connection with the Reorganization will be
         approximately $4,680,000.  In addition, based on the Fechtor Detwiler
         valuation, the value of the Company's Common Stock is currently $.082
         per share, the value of Tytronics Common Stock and Preferred Stock is
         $24.44 per share (assuming the conversion of all Preferred Stock to
         Common Stock), and the value of Nametre Common Stock is $7.31 per
         share.  The exchange ratios and the aggregate values of the shares of
         Holometrix Common Stock to be exchanged in connection with the
         Reorganization will change if Fechtor Detwiler determines there has
         been a material change in the valuation of the Company, Tytronics or
         Nametre during the period from the initial valuation to a date prior
         to the effectiveness of the Reorganization.  The Reorganization is
         expected to be effective during the second fiscal quarter of the
         Company ended March 31, 1998. 

                                         - 1 -<PAGE>




         Holometrix Instruments Division

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

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

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

         Holometrix Products

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

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

                                         - 2 -<PAGE>




               Holometrix introduced the new Lambda 2000 Series of heat flow
               meter products.  These instruments contain an advanced
               instrumentation and control concept for which a patent is
               pending.

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

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

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

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

               Comparative Instrument (COM-800)

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

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

               These instruments utilize a sophisticated, high-performance
               Laser Flash Thermal Diffusivity (speed of heat through
               material) (LFTD) technique to measure both thermal diffusivity
               and specific heat from -170 C to 2000 C.  Test samples are
               illuminated uniformly on one surface by a laser beam pulse, and
               the temperature rise of the opposite surface is measured and
               used to calculate thermal diffusivity.  Data from these
               instruments are used by customers to determine safe operating
               temperatures, quality assurance, design and process control for
               composition, molding, heating or cooling rates, and thermal
               performance analysis.  The laserflash technique not only
               provides important information on transient heat flow, but also
               allows testing of small

                                         - 3 -<PAGE>




               samples at high temperatures.  Typical test materials include
               ceramics, coatings, composites, polymers, metals and alloys.

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

         Holometrix Testing Services Division

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

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

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

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

               Research and development programs, on the other hand, go beyond
         the generation of data to analyze results, draw conclusions and make
         recommendations.  Alternately, they may involve literature searches,
         material

                                         - 4 -<PAGE>




         assessments, engineering studies or special instrument design.  These
         programs are generally higher value and run longer than testing
         programs.  As an example, Holometrix has provided testing services to
         the Department of Energy (DOE) for a number of years for the purpose
         of evaluating the thermal characteristics of Yucca Mountain, a
         proposed nuclear waste repository.

         Holometrix' Markets

               Holometrix' thermophysical instruments are sold primarily to
         materials laboratories engaged in the development and testing of
         insulations, building materials, advanced engineered materials,
         plastics and packaging manufacturers, aerospace manufacturers and
         government laboratories.  A number of instruments are also sold to
         insulation manufacturing facilities.  Management believes (based on
         its internal calculations of the sales of companies that it has
         identified as competitors) that current markets for thermal
         conductivity instruments and testing services total approximately $10
         - $15 million annually.  The Company has identified engineered
         materials, electronics and specialty plastics industries as promising
         markets for the instruments.  The Company markets its products and
         services in the U.S. and internationally through the combination of a
         direct sales force and a network of independent distributors and
         sales agents. The Company actively advertises its products in
         industry trade journals and also attends various U.S. and
         international trade shows to promote its products and services.  

               Current products and test services are sold in North America
         directly from the Company's offices in Bedford, Massachusetts.
         Domestic sales amounted to 69% of total revenue for fiscal year 1997.
         Domestic sales and marketing are handled in-house by a staff of two
         professionals and an administrator.  Overseas sales (primarily to
         Europe and the Far East) are made through independent distributors
         and sales agents.  In addition to the internal sales force, testing
         services are sold by individual project managers responsible for
         specific testing areas.  Product visibility is maintained through
         active participation in national and international trade
         organizations, including the American Society of Testing and
         Materials (ASTM).  Additional visibility is maintained through
         advertising, exhibitions, informational mailings, technical
         application notes and customer demonstrations.

               In fiscal 1997, overseas sales accounted for approximately 31%
         of total sales, compared to 29% in fiscal 1996.

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

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

                                         - 5 -<PAGE>




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

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

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

         Holometrix Patents and Proprietary Technology

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

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

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

         Holometrix Customers

               During fiscal 1997, the Company had total revenues of
         approximately $2,077,000, compared to $2,201,000 in fiscal 1996.  No
         customer accounted for more than 10% of sales in fiscal 1997.

         Holometrix Backlog

               As of September 30, 1997, the Company's backlog for products
         and services totaled $131,000, as compared to $333,000 in backlog as
         of September 30, 1996.  The fiscal 1997 backlog consisted of $26,000
         for the Instruments Division and $105,000 for the Testing Services
         Division.  All backlog at September 30, 1997 is expected to be
         delivered before September 30, 1998.

         Holometrix Competition

               The Company's competitive advantage lies in its ability to
         develop and produce a broad spectrum of products in several different
         market niches.  The

                                         - 6 -<PAGE>




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

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

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

         Holometrix Research and Development

               The Company expended approximately $170,000, or 8% of sales and
         $154,000 or 7% of sales in fiscal 1997 and fiscal 1996, respectively,
         on research and development.  The Company expects that in fiscal 1998
         its research and development expenditures will be approximately 5% of
         sales.

         Governmental Regulations

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

         Holometrix Employees

               As of September 30, 1997, the Company had 22 employees, 17 of
         whom are employed full-time.  Most of the Company's employees are
         highly skilled and the Company's continued success will depend, in
         part, upon its ability to

                                         - 7 -<PAGE>




         attract and retain such skilled employees.  The Company has never
         experienced a work stoppage, none of its employees are represented by
         a labor organization, and the Company considers its relations with
         its employees to be good.

         BUSINESS OF NATIONAL METAL REFINING COMPANY

               In 1996, the Company purchased a majority of the issued and
         outstanding capital stock of National Metal Refining Company
         ("Nametre").  Nametre is a product development and manufacturing
         company that specializes in manufacturing in-line and laboratory
         viscosity analyzers.  These analyzers are used to measure the
         viscosity (thickness and density) and viscoelasticity (pliability) of
         a wide range of material and are sold into the polymer manufacturing,
         petrochemical, food, paints and coatings and pulp and paper markets.
         Nametre is a New Jersey corporation which was organized in 1956.
         Nametre is located at 101 Liberty Street, Metuchen, NJ 08840; its
         telephone number is (908) 494-2422 and its facsimile number is (908)
         494-8916.

         Nametre Products

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

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

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

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

                                         - 8 -<PAGE>




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

         Nametre's Markets

               Nametre's analyzers are sold primarily to product and material
         manufacturers engaged in the production and use of plastics,
         chemical, foods, paints, inks or coatings and paper and pulp.  A
         number of analyzers are also sold to government laboratories and
         universities.  Management believes (based on its internal
         calculations of the sales of companies that it has identified as
         competitors) that the current market for process viscosity totals
         approximately $20-25 million annually.

         Nametre Patents and Proprietary Technology

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

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

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

         Nametre Customers

               On September 30, 1996, the Company acquired approximately
         61.23% of the outstanding shares of Nametre.  The consolidated
         statements of operations and cash flows of Holometrix and subsidiary
         exclude any activity of Nametre prior to the date of acquisition.
         For Fiscal 1997, Nametre's total revenues were approximately
         $2,452,000.  During fiscal 1996, which was a nine month year to allow
         Nametre to change its fiscal year to coincide with the Company's
         fiscal year, Nametre had total revenues of approximately $1,776,000.
         For comparison purposes, for the period September 30, 1995 to
         December 31, 1995, Nametre had total revenues of $783,000.  One
         customer accounted for approximately 17% of Nametre's revenues in
         fiscal 1997.

         Nametre Backlog

               As of September 30, 1997, Nametre's backlog for products and
         services totaled approximately $687,000, as compared to approximately
         $343,000 as of

                                         - 9 -<PAGE>




         September 30, 1996.  All backlog at September 30, 1997 is expected to
         be delivered before September 30, 1998.

         Nametre Competition

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

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

         Nametre Research and Development

               Nametre expended approximately $195,000, or 8% of sales and
         $299,000, or 17% of sales in fiscal 1997 and fiscal 1996,
         respectively, on research and development.  Nametre expects that in
         fiscal 1998 its research and development expenditures will be
         approximately 7% of sales.

         Governmental Regulations

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

         Nametre Employees

               As of September 30, 1997, Nametre had 14 employees, 13 of whom
         are employed full-time.  Most of Nametre's employees are highly
         skilled and Nametre's continued success will depend, in part, upon
         its ability to attract and retain such skilled employees.  Nametre
         has never experienced a work stoppage, none of its employees are
         represented by a labor organization, and Nametre considers its
         relations with its employees to be good.


                                         - 10 -<PAGE>




         ITEM 2.  DESCRIPTION OF PROPERTY.

         Holometrix

               The Company occupies approximately 15,200 square feet of
         production, research and development, engineering, administrative and
         service facilities at 25 Wiggins Avenue in Bedford, Massachusetts.
         The Company occupies this facility under a lease which expires
         September 30, 1999.  Approximately 30% of this space is sublet to
         Tytronics Incorporated, majority owner of Holometrix.  The Company's
         rental expense for fiscal 1997 was $69,720, excluding rental income
         of $41,105 from Tytronics Incorporated.

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

               Substantially all of the machinery and equipment used by the
         Company in its operations is owned by the Company and management
         considers this equipment to be in good condition.  All of the
         machinery and equipment owned by the Company is subject to a security
         interest in favor of Tytronics Incorporated and is subject to a
         senior security interest in favor of Silicon Valley Bank, to which
         Tytronics' interest is subordinated.

         Nametre

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

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

         ITEM 3.  LEGAL PROCEEDINGS

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

         ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

               No matters were submitted to a vote of stockholders during the
         fourth quarter of the Company's 1997 fiscal year.

                                        PART II

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

               The Company's Common Stock is no longer quoted in the over-the-
         counter market.  There currently does not exist an active trading
         market for the Company's securities.  The following table sets forth
         the range of high and

                                         - 11 -<PAGE>




         low bid quotations for the Company's Common Stock as reported by the
         National Quotation Bureau of New Jersey.

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

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

               These quotations represent prices between dealers and do not
         include retail markups, markdowns or commissions and may not
         necessarily represent actual transactions.  There were approximately
         480 holders of record of the Company's outstanding capital stock as
         of September 30, 1997.

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

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

         SELECTED FINANCIAL DATA:
                                         1997              1996

         STATEMENT OF OPERATIONS DATA

           Net revenues                $4,528,636        $2,200,603
           Net income (loss)            ($211,771)           $4,041
           Net income (loss) per 
             Common share                   ($.01)            $0.00
           Weighted average Common 
           shares outstanding          22,309,316        16,313,316

         CONSOLIDATED BALANCE SHEET DATA

           Working capital            $   259,198       $   298,315
           Total assets               $ 2,710,505       $ 2,548,723
           Long-term obligations, 
            excluding current 
            portion                   $   224,674       $   213,539
           Minority Interest          $   103,536       $    66,634
           Stockholders' Equity       $   631,376       $   682,097

                                         - 12 -<PAGE>




         OVERVIEW

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

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

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

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

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

               During fiscal 1997, as a result of losses at Holometrix, the
         balance sheet deteriorated slightly as compared to fiscal 1996.  At
         the end of fiscal 1997, the Company's working capital amounted to
         $259,198, a decrease of $39,117.  Stockholders' equity amounted to
         $631,376 at September 30, 1997, a

                                         - 13 -<PAGE>




         decrease of $50,721 from the previous year.  This decrease included
         the exercise of 1,550,000 warrants by Tytronics for an aggregate
         exercise price of $100,000 through the extinguishment of debt.

               The Company expects that it will continue to explore additional
         business opportunities through enhanced sales and marketing efforts,
         new  product development, and the development of strategic
         relationships, including licensing, acquisition, or merger with
         related businesses.   However, there can be no guarantee that such
         activities will materialize or result in sustained profitability.  In
         this regard, the Company has proposed to enter into a Reorganization
         pursuant to which Tytronics and Nametre will be merged into the
         wholly-owned subsidiary of the Company, Holometrix Acquisition Corp.,
         with the result that Holometrix Acquisition Corp. will be the
         surviving entity.  Following the Reorganization, Holometrix
         Acquisition Corp. will be merged into the Company.  See Item 1.
         Description of Business - Business of Holometrix, Inc.

         Year Ended September 30, 1997 As Compared To Year Ended September 30,
         1996.

               Revenues for the 1997 fiscal year totaled $4,528,636 as
         compared to $2,200,603 in the comparable period of 1996, an increase
         of $2,328,033.  This 106% increase is primarily due to the
         acquisition of a majority ownership in Nametre at the end of fiscal
         year 1996.  The revenues for Nametre alone totaled $2,451,575 and
         revenues for Holometrix alone totaled $2,077,061, a 6% decrease over
         the comparable period of fiscal 1996, due primarily to decreased
         instrument sales.

               Cost of sales increased by $998,394, or 75%, from $1,338,466
         (61% of sales) for fiscal 1996 to $2,336,860 (52% of sales) in the
         same period of fiscal 1997.  This 75% increase is primarily due to
         the Nametre acquisition.  Cost of sales for Holometrix alone totaled
         $1,391,392, a 4% increase.  This increase is primarily due to the
         higher costs associated with the introduction of the newly developed
         Lambda instrument.

               Selling, general and administrative expenses increased by
         $1,250,664, or 187%, from $668,902 (30% of sales) to $1,919,566 (42%
         of sales).  The difference was primarily the result of the
         acquisition of Nametre.  Holometrix expenses alone totaled $736,629,
         an increase of 10%.  The Holometrix increase was primarily due to
         increased legal and audit expenses incurred in connection with the
         consolidation and reporting of Nametre.

               Research and development increased $211,348, from $153,984 (7%
         of sales) to $365,332 (8% of sales).  The increase was again due to
         the acquisition of Nametre.  Holometrix R&D alone increased $16,396,
         an increase of 11%.  This increase was due to the addition of a
         development engineer and ongoing development of new instrument
         products.

               Loss from operations was $93,122 for fiscal 1997, compared with
         income of $39,251 in fiscal 1996.  Holometrix' loss from operations
         alone was $221,340.  Consolidated Net loss was $211,771 for fiscal
         1997.  Holometrix net loss alone was $270,050 compared with a net
         income of $4,041 for fiscal 1996.  These losses are primarily due to
         increased manufacturing, selling and administrative costs, partially
         offset by income derived from the consolidation of Nametre.

                                         - 14 -<PAGE>




               Total Assets at September 30, 1997 increased to $2,710,505 from
         $2,548,723 on September 30, 1996, an increase of $161,782 or 6%.
         Cash increased by $156,928 primarily as a result of increased
         borrowing from the Company's bank line of credit and to increased
         collections activity, resulting in a decrease in accounts receivable
         of $232,668 for the year.  Inventories increased by $182,933 due to
         manufacturing plans for increased sales volume and the introduction
         of a new product.  Equipment and fixtures increased by $43,337, net
         of depreciation, due to purchase of additional equipment.

               Total Liabilities at September 30, 1997 increased to $1,975,593
         from $1,799,992 on September 30, 1996, an increase of $175,601, or
         10%.  This increase was primarily due to an increase of $52,015 due
         to a stockholder and an increase of $233,112 in accounts payable and
         accrued expenses, and an increase in long-term notes payable to a
         stockholder of $110,043.  This was offset by a decrease of $84,000 in
         the Company's line of credit debt and a decrease of $98,908 in other
         long-term obligations and a decrease of $11,033 in current maturities
         of long-term obligations.  Accounts payable increased to $1,266,795
         at September 30, 1997 from $1,204,028 on September 30, 1996, an
         increase of $62,767 primarily due to increase in operational
         expenditures and sales commissions.

               As of September 30, 1997, the Company had an outstanding order
         backlog for products and services of approximately $818,000 as
         compared to a backlog of $676,000 at September 30, 1996.  The Company
         believes the $818,000 backlog will largely be realized in fiscal
         1998. The outstanding backlog for Holometrix alone at September 30,
         1997, was approximately $131,000, a decrease of $202,000 (66%).  This
         decrease is due primarily to the decrease of revenue from a
         government contract and a decline in certain instruments sales.

         LIQUIDITY AND CAPITAL RESOURCES

         Cash Flows

               Operating cash flows were positive, amounting to $255,663
         during fiscal 1997 compared to $136,043 during fiscal 1996.
         Operating cash flows approximated the sum of net loss plus
         depreciation and amortization, with decreases in accounts receivable
         of $232,668 and an increase in accounts payable and other accrued
         expenses of $233,112 being offset by an increase in inventory of
         $182,933.

               The Company funded increases in equipment and fixtures of
         $178,396 and patents of $31,082.  In conjunction with the rewriting
         of the Silicon Valley line of credit to Tytronics, the bank debt was
         eliminated resulting in an increase of Notes Payable to Stockholder
         along with the exercise of $100,000 of warrants by Tytronics.

               The net affect of these transactions was an increase in cash of
         $156,928 providing cash at the end of fiscal 1997 of $184,423.  The
         combination of operating cash flows plus the Company's line of credit
         should be adequate for immediate needs.

                                         - 15 -<PAGE>




         Acquisition & Debt Conversion

               On September 30, 1996, the Company acquired approximately
         61.23% of the outstanding shares of Nametre, a developer of
         instruments for the measurement of viscous properties of materials,
         for $225,000 in cash, and $75,000 in notes payable, plus acquisition
         costs.  The purchase also provided for the acquisition by the Company
         of warrants to purchase an additional 13,334 shares at $3 per share
         and 10,000 shares at $6 per share.  The Company raised the funds to
         acquire Nametre by issuing 6,000,000 shares of the Company's common
         stock to Tytronics, at a purchase price of $.05 per share.  At the
         time of this sale of shares, the Company entered into a debt
         restructuring agreement with Tytronics; in conjunction with that
         agreement, the Company also issued warrants to Tytronics to purchase
         one million, one hundred thousand (1,100,000) shares of Common Stock
         at an exercise price of $0.05 per share and one million (1,000,000)
         shares of Common Stock at an exercise price of $0.10 per share,
         expiring February 1, 2006.  On September 29, 1997 Tytronics exercised
         warrants for 1,550,000 shares in exchange for debt of $100,000.

         Notes Payable to Stockholders

               As of December 31, 1995, the Company was in default on the then
         current $55,000 installment payment due on the original $165,000 term
         note to Tytronics.  However, Tytronics had expressed its agreement
         not to accelerate payment on this term note.  Subsequently, as of
         September 30, 1996, in connection with additional common stock sold
         to Tytronics, $65,000 of the note was converted to equity as payment
         and the note was re-written for $100,000 payable in two installments
         due in November 1997 and November 1998.  As of September 29, 1997,
         this debt was extinguished with the exercise of the 1,550,000
         warrants noted above.

         Notes Payable Line of Credit

               As of June 30, 1997, the Company, in concert with its
         subsidiary Nametre and its parent company Tytronics obtained new
         terms from Silicon Valley Bank for a combined line of credit and term
         loan of $1,500,000, secured by substantially all assets of the
         Company, its subsidiary Nametre and Tytronics.  This new line was in
         effect on July 24, 1997.  Advances under this line through September
         1, 1997, can not exceed the lesser of 70% of the Company's eligible
         accounts receivable, as defined, or the consolidated Tangible Net
         Worth, as defined, plus the minority interest.  Thereafter,
         borrowings can not exceed the lesser of 70% of the Company's eligible
         accounts receivable, as defined, or 110% of the consolidated Tangible
         Net Worth, 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, 1997, the Company was in compliance with all covenants
         and ratios of the new line of credit.

               In the second half of fiscal 1996 the Company introduced a new
         instrument product line, namely the Lambda 2000 Series.  The Company
         will continue to invest in enhanced sales and marketing efforts, new
         product development, and the development of strategic relationships,
         including licensing, acquisition, or mergers.  Management believes
         that operating

                                         - 16 -<PAGE>




         capital and the line of credit from Silicon Valley Bank will provide
         sufficient capital to maintain stable Company operations throughout
         fiscal 1998.  As indicated, the Company has proposed to enter into a
         Reorganization pursuant to which Tytronics and Nametre will be merged
         into the wholly-owned subsidiary of the Company, Holometrix
         Acquisition Corp., with the result that Holometrix Acquisition Corp.
         will be the surviving entity.  Following the Reorganization,
         Holometrix Acquisition Corp. will be merged into the Company.
         Management believes that the Reorganization will result in increased
         operating capital for the Company and more stable Company operations
         since Tytronics and Nametre have a recent history of profitable
         operations.  See Item 1. Description of Business - Business of
         Holometrix, Inc.  However, there can be no guarantees that adequate
         operating funds will be generated as a result of the Reorganization
         or through revenue increases, or that strategic relationships will
         materialize, or that additional funding can be obtained on acceptable
         terms.

         New Accounting Pronouncements

               Statement of Financial Accounting Standards No. 128 ("SFAS
         128") "Earnings Per Share", issued by the Financial 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.  The effect of adopting
         SFAS 128 is not expected to be material.  The Company is required to
         adopt the disclosure requirements of SFAS 128 during the year ending
         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 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.

                                         - 17 -<PAGE>




         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.


         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


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

               None.

                                        PART III

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

               The following is a list of the directors and executive officers
         of the Company as of December 15, 1997:

         Name                       Age  Position

         John E. Wolfe              59   President and Director
         John A. Hanna, Jr.         56   Treasurer & Chief Financial Officer
         Richard Mannello           40   Vice President & General Manager
         Joseph J. Caruso           54   Director
         Joaquim S. S. Ribeiro      61   Director
         Salvatore J. Vinciguerra   59   Director

                                         - 18 -<PAGE>




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

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

               Mr. Hanna joined the Company as Chief Financial Officer in
         August, 1997.  He was elected Treasurer in December 1997.
         Previously, Mr. Hanna was Chief Financial Officer for the Danis Group
         from 1996 to 1997.  Prior to 1996, Mr. Hanna was Treasurer of Alpha
         Industries, Inc. from 1978 to 1996.  Mr. Hanna holds a B.S. in
         Electrical Engineering from Tufts University, an M.ENG. in Electrical
         Engineering from Yale University, and an MBA in Finance from Boston
         University.

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

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

                                         - 19 -<PAGE>




         Northeastern University and a Master of Business Administration
         degree from the Harvard Business School.

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

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


         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

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

               All requirements for officers and directors of the Company to
         file Section 16(a) reports have been met for the fiscal year ended
         September 30, 1997.  The information set forth above is based solely
         on the Company's review of the copies of such forms received by it or
         written representations from certain reporting persons.

         DIRECTORS' COMPENSATION

               The Company does not pay directors for their Board or committee
         services; however, non-employee directors of the Company are paid
         $2,000.00 per year in lieu of reimbursement for reasonable expenses
         of attending Board meetings.  In addition, non-employee directors
         have, in the past, been granted options to purchase shares of the
         Company's Common Stock; no such options were granted during fiscal
         year 1997.  During the fiscal year ended September 30, 1995, each of
         Joaquim S.S. Ribeiro and Salvatore J. Vinciguerra

                                         - 20 -<PAGE>




         were granted options to purchase 150,000 shares of the Company's
         Common Stock at an exercise price of $.03 per share.  Such options
         vest over a period of four years and are exercisable for five years
         from the date of grant.


         INDEMNIFICATION

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

         ITEM 10.  EXECUTIVE COMPENSATION.

               The following table sets forth certain information with respect
         to the annual and long-term compensation for services in all
         capacities to the Company for the fiscal years ended September 30,
         1997, September 30, 1996 and September 30, 1995, of those persons who
         were (i) the Company's Chief Executive Officer during the fiscal year
         ended September 30, 1997, and (ii) other executive officers of the
         Company as of September 30, 1997, who received total cash and bonus
         compensation in excess of $100,000 (the "Named Officers") during
         fiscal year 1997.







                                         - 21 -<PAGE>




         <TABLE>
         
                                      Executive Compensation
         <CAPTION>
            Name and                        Other     Restr-  Securities   Other
            Principal  Year  Salary  BONUS  Compen-   icted   Underlying   Compensa-
            Position                        sation    Stock   All          tion
                                ($)    ($)  ($)<F1>   Award   Options/SARs   ($)
                                                       ($)      (#)
            <S>        <C>    <C>      <C>  <C>       <C>     <C>          <C>

            John E.    1997   36,000   0       0       n/a         n/a       n/a
            Wolfe        
            President, 
            CEO and
            Treasurer

            Richard     1997 111,478   500     0       n/a      300,000<F2>  n/a
            Mannello    
            Vice Pres-
            ident and
            General
            Manager

            John E.    1996  52,200    0      0        n/a                   n/a
            Wolfe        
            President, 
            CEO and
            Treasurer

            John E.    1995  33,333    0      0        n/a     200,000<F2>   n/a
            Wolfe        
            President, 
            CEO and
            Treasurer

            Joseph J.   1995     0      0     36,000   n/a       n/a         n/a
            Caruso       
            Acting
            President
            and CEO

         <FN>

         <F1> Includes consulting fees paid and accrued to Bantam.  Mr. Caruso
         is President of Bantam.

         <F2> Represents the grant of options to purchase shares of the
         Company's common stock which vest over a period of four years from
         the date of grant.  
         </FN>
         </TABLE>




                                         - 22 -<PAGE>




                           Option Grants In Last Fiscal Year

                                 Number of    Percent of
                                 Securities   Total
                           Underlying   Options/         Exercise
                           Options/     SARs Granted     Or Base
                           SARs         To Employees     Price     Expiration
                           Granted (#)  in Fiscal Yr.    ($/Share)   Date

         John E. Wolfe          0            

         Richard Mannello   200,000        42.5%           $.05      11/7/2001


               The following table sets forth information concerning option
         exercises during fiscal 1997 and the value of unexercised options as
         of September 30, 1997.  No options were exercised during fiscal year
         1997 by any of the Named  Officers in the compensation table.

         <TABLE>

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

         <CAPTION>
                                               # of Unexercised     $ Value of
                                               Options              Unexercised
                        # Shares    $          at Sept. 30,         Options at Sept.
            Name        Acquired    Value      1997                 30, 1997
                        on          Realized   (Exercisable/        (Exercisable/
                        Exercise               Unexercisable)       Unexercisable)<F1>
            <S>         <C>         <C>        <C>                  <C>

            John E.         0       $0         200,000/200,000         $0
            Wolfe

            Joseph J.       0       $0           0                     $0
            Caruso

            Richard         0       $0         300,000/300,000         $0
            Mannello
          <FN>
          <F1>
          Value is based on the difference between option exercise price and
         the fair market value at fiscal 1997 year end, multiplied by the
         number of shares underlying the option.
         </FN>
         </TABLE>

         CONSULTING AGREEMENT

               The Company and Bantam are parties to a consulting agreement
         effective June 6, 1993, which continues month-to-month unless
         terminated by either party on thirty days' notice.  Pursuant to this
         agreement, Bantam was paid $1,500 per month during fiscal 1997. Mr.
         Caruso, a director of the Company, is also president of Bantam.



                                         - 23 -<PAGE>




         1991 STOCK PLAN

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

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

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

               ISOs under the 1991 Plan may be granted to any employee of the
         Company.  As of September 30, 1997, the Company had 22 employees.
         Only those officers and directors of the Company who are employees
         may be granted ISOs under the 1991 Plan.  In no event may the
         aggregate fair market value (determined on the date of grant of an
         ISO) of Common Stock for which ISOs granted to any employee are
         exercisable for the first time by such employee during any calendar
         year (under all stock option plans of the Company) exceed $100,000.
         Otherwise, there is no restriction as to the maximum or minimum
         amount of options an employee may receive.  Non-Qualified Options,
         awards and purchases may be granted to any director, officer,
         employee or consultant of the Company, other than members of the
         Committee.

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

                                         - 24 -<PAGE>




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

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

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

               Options to purchase an aggregate of 470,000 shares of Common
         Stock at an exercise price of $.05 per share were granted during
         fiscal 1997 to various employees of the Company of which 200,000
         shares were granted to Richard Mannello, Vice President and General
         Manager of the Company.  No other options or rights were granted
         under the 1991 Plan during the 1997 fiscal year.  No options were
         canceled during fiscal 1997.  As of September 30, 1997, options to
         purchase 1,094,000 shares of Common Stock were issued and unexercised
         and had been granted under the 1991 plan, and no options granted
         under the 1991 Plan had been exercised.


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

               The following table sets forth as of November 1, 1997, to the
         knowledge of the Company, the ownership of the Company's 23,861,878
         outstanding shares of Common Stock by (i) each person who is known by
         the Company to own of record or beneficially more than five percent
         (5%) of the outstanding shares of the Company's Common Stock, (ii)
         each of the Company's Directors and executive officers, and (iii) all
         Directors and officers as a group.  Except as otherwise indicated, to
         the knowledge of the Company, the stockholders listed below have sole
         voting and investment power with respect to the shares indicated.

                                         - 25 -<PAGE>




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

         Tytronics Incorporated2          17,060,244             69.9%
         25 Wiggins Avenue
         Bedford, MA 01730-2323

         Bantam Group, Inc.3              1,435,000              6.0%
         50 Bay Colony Drive
         Westwood, MA 02090

         John E. Wolfe                    200,0004                *

         Richard Mannello                 300,0004                *

         Joaquim S. S. Ribeiro            150,0004                *

         Salvatore J. Vinciguerra         150,0004                *

         All Officers and Directors       2,235,000              9.4%
         as a group (6 persons)

               *Less than 1%
         ______________________________

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

         2     Includes warrants exercisable by Tytronics Incorporated to
         purchase 550,000 shares of the Company's Common Stock at an exercise
         price of $.10 per share.  Joseph J. Caruso and John E. Wolfe,
         Directors of the Company are also Directors of Tytronics
         Incorporated.

         3     Joseph J. Caruso, a Director of the Company, is also President
         of Bantam Group, Inc., and has sole voting and investment power with
         respect to the 1,435,000 shares of Common Stock owned by Bantam
         Group, Inc.

         4     Issuable upon the exercise of currently outstanding stock
         options.


         ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

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

                                         - 26 -<PAGE>




               As of September 30, 1997, the Company held notes payable to
         Tytronics totaling $282,056, of which $72,014 was a current
         liability, and $210,042 was a long-term liability on the Company's
         balance sheet at September 30, 1997. 

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

               The Company and Tytronics share operating facilities at 25
         Wiggins Avenue, Bedford, Massachusetts.  The Company and Tytronics
         allocate rental expense associated with the facility based on the
         square footage occupied by each company.  This arrangement currently
         results in the payment by Tytronics to the Company of approximately
         $3400 per month for the occupancy by Tytronics of a portion of the
         Company's leased facilities.  The Company and Tytronics also share
         other operating and administrative costs based on estimated usage.
         During the fiscal years ended September 30, 1997, and 1996, this
         informal agreement resulted in the payment of approximately $86,000
         and $80,000, respectively, by the Company to Tytronics for such
         operating and administrative costs.

               During the fiscal year ended September 30, 1997, the Company
         and Tytronics were also parties to various informal working capital
         agreements pursuant to which Tytronics provided working capital
         financing to the Company on a short-term basis.  These advances are
         payable on demand with 10% interest.  As of fiscal year end,
         September 30, 1997, $51,576 was due to Tytronics by the Company under
         these arrangements. During fiscal year 1997 and 1996, the Company
         borrowed an aggregate of $235,412 and $130,000, including interest,
         from Tytronics under these arrangements.  During fiscal year 1996,
         the Company restructured its existing debt to Tytronics by extending
         the due date for an aggregate of $155,000 of existing debt in
         exchange for the issuance of warrants to Tytronics to purchase
         1,000,000 and 1,100,000 shares of the Company's common stock at
         warrant exercise prices of $.10 and $.05 per share, respectively.  On
         September 29, 1997 Tytronics exercised warrants for 1,550,000 shares
         of the Company's Common Stock in exchange for debt of $100,000.


                                        PART IV

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

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

                                         - 27 -<PAGE>




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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                         - 28 -<PAGE>




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

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

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

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

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

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

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

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

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

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

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

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

                                         - 29 -<PAGE>




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

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

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

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

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

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

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

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

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

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

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

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

                                         - 30 -<PAGE>




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

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

         10.37  Unconditional Guaranty dated July 24, 1997 issued by the
         Company to Silicon Valley Bank (filed herewith).

         27  Financial Data Schedule (filed herewith).

         (b)  Reports on Form 8-K. The Company did not file any Current
         Reports on Form 8-K during the Company's fiscal quarter ended
         September 30, 1997.





































                                         - 31 -<PAGE>




                                       SIGNATURES

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

         HOLOMETRIX, INC.


         By:/s/JOHN E. WOLFE                       Date:  December 19, 1997
            John E. Wolfe, President, 
            Chief Executive Officer 
            (principal executive officer)



         By:/s/JOHN A. HANNA, JR.                  Date:  December 19, 1997
            John A. Hanna, Jr.,
            Treasurer and Chief
            Financial Officer
            (principal financial
            and accounting officer)

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

              Name                        Capacity             Date



         /s/JOSEPH J. CARUSO              Director       December 19, 1997
         Joseph J. Caruso


         /s/JOAQUIM S.S. RIBEIRO          Director       December 29, 1997
         Joaquim S.S. Ribeiro    


         /s/SALVATORE J. VINCIGUERRA      Director       December 20, 1997
         Salvatore J. Vinciguerra


         /s/JOHN E. WOLFE                 Director       December 19, 1997
         John E. Wolfe








                                         - 32 -





                                     Holometrix, Inc. and
                                               Subsidiary









                        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 of which
                    $107,387 is current.

                    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.

                    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.

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.







        TO THE STOCKHOLDERS AND DIRECTORS OF

        NATIONAL METAL REFINING (NAMETRE) COMPANY, INC.

        We have audited the accompanying balance sheets of National
        Metal Refining (Nametre) Company, Inc. as of September 30,
        1997 and September 30, 1996 and the related statements of
        changes in stockholders' equity, revenues and expenses, and
        cash flows for the twelve months and nine months,
        respectively, 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
        principals 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 September 30, 1996, and the results
        of its operations and cash flows for the twelve months and
        nine months, respectively then ended in conformity with
        generally accepted accounting principles.

        Our audit was conducted for the purpose of forming an opinion
        on the basic financial statements taken as a whole.  The
        supplementary information shown on pages 12 and 13 is
        presented for purposes of additional analysis and is not a
        required part of the basic financial statements.  Such
        information has been summarized from Company records and,
        except as labeled otherwise, has been subjected to the audit
        procedures applied in the examination of the basic financial
        statements and, in our opinion, is fairly stated in all
        material respects in relation to the basic financial
        statements taken as a whole.



                                      /s/WILKIN & GUTTENPLAN, P.C.
                                      WILKIN & GUTTENPLAN, P.C.
                                      Certified Public Accountants


        East Brunswick, New Jersey

        November 20, 1997