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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Hydron Technologies, Inc.
____________________________________________________
(Name of Issuer)
Common Stock, $0.01 par value
____________________________________________________
(Title of Class of Securities)
449020106
____________________________________________________
(CUSIP Number)
Copy to:
Lawrence A. Kletter
Eckert Seamans Cherin & Mellott
One International Place, 18th Floor
Boston, MA 02110
(617) 342-6855
____________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 18, 1997
____________________________________________________
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box. [ ]
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SCHEDULE 13D
CUSIP No. 449020106
1. Name of Reporting Person: Victor N. Grillo
I.R.S. Identification No.: ###-##-####
2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ]
3. SEC Use Only
4. Source of Funds: 00
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant To Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization: United States
Number of 7. Sole Voting Power: 1,000,000
Shares
Beneficially 8. Shared Voting Power: - 0 -
Owned by
The 9. Sole Dispositive Power: 1,000,000
Reporting
Person 10. Shared Dispositive Power: - 0 -
With
11. Aggregate Amount Beneficially Owned by the
Reporting Person: 1,000,000
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11): 4.03%
14. Type of Reporting Person: IN
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Item 1. Security and Issuer.
The title of the class of equity securities to which this
Schedule 13D relates is the common stock, $0.01 par value (the
"Common Stock"), of Hydron Technologies, Inc. (the "Company").
The Company's principal executive offices are located at 1001
Yamato Road, Suite 403, Boca Raton, Florida 33431.
Item 2. Identity and Background.
This statement is being filed by Victor N. Grillo ("Grillo" or
the "Reporting Person"), a United States citizen, whose business
address is 150 East Palmetto Park Road, Suite 700, Boca Raton,
Florida 33432. Grillo's principal occupation is President of DTR
Associates, Inc. ("DTR").
During the past five years, the Reporting Person has not (i) been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws, or finding any violation with respect to such
laws.
Item 3. Source and Amount of Funds or Other Consideration.
On July 19, 1996, the Company granted to DTR an option to
purchase 1,500,000 shares of Common Stock at a purchase price of
$.01 per share (the "DTR Option") in exchange for DTR agreeing to
terminate its rights to receive royalty payments in return for
the DTR Option. On January 3, 1997, DTR exercised options to
purchase 1,500,000 shares of Common Stock of the Company at a
purchase price of $.01 per share. The 1,500,000 shares of Common
Stock received pursuant to the exercise of the options by DTR
were assigned to Grillo. The source of funds for the purchase of
the Common Stock pursuant to the exercise of the DTR Option was
from the working capital of DTR.
Item 4. Purpose of Transaction.
The purchase of the Common Stock to which this statement relates
was effected for the purposes of investment. The Reporting
Person has no present plans or proposals to change the Company's
business, corporate structure, capitalization, management or
dividend policy.
Except as set forth in this Item 4, the Reporting Person has no
present plans or proposals which relate to or would result in any
of the following (although the Reporting Person reserves the
right to develop such plans or proposals or any other plans
relating to the Company and to take action with respect thereto):
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(i) the acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company; (ii) an
extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of
its subsidiaries; (iii) a sale or transfer of a material amount
of assets of the Company or any of its subsidiaries; (iv) any
change in the present board of directors or management of the
Company, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
(v) any material change in the present capitalization or dividend
policy of the Company; (vi) any other material change in the
Company's business or corporate structure; (vii) changes in the
Company's certificate of incorporation, bylaws, or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person; (viii)
causing a class of securities of the Company to be delisted from
a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association; (ix) a class of equity
securities of the Company becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act; or
(x) any action similar to any of those enumerated above.
Item 5. Interest in Securities of Issuer.
As of November 25, 1997, Grillo beneficially owns and has sole
voting and dispositive power with respect to 1,000,000 shares of
Common Stock representing approximately 4.03% of the Common Stock
outstanding.
The date of sale, number of shares sold and share price for each
of the sales of stock made by Grillo from March 24, 1997 through
September 18, 1997 are indicated on Exhibit A attached hereto.
Except as described on Exhibit A, no transactions in Common Stock
were effected during the past 60 days by the Reporting Person.
On September 18, 1997 Grillo sold 26,000 shares of Common Stock
at a price of $1.012 per share in the open market, and ceased to
be a beneficial owner of 5% or more of the Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) between the Reporting Person
and any other person with respect to securities of the Company,
including but not limited to transfer or voting of any of the
securities finder's fees, joint ventures, loan or option
arrangements, put or calls, guarantees of profits, division of
profits or loss or the giving or withholding of proxies.
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Item 7. Material to be Filed as Exhibits.
A. List of Stock Sale Transactions by Grillo from March 24, 1997
through September 18, 1997.
Signatures.
After reasonable inquiry and to the best of our knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
November 25, 1997 /s/ Victor N. Grillo
__________________ __________________________
Date Victor N. Grillo
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EXHIBIT A
_____________
Sales of Shares of Hydron Technologies, Inc. by
Victor N. Grillo from March 24, 1997 through September 18, 1997
_______________________________________________________________
<TABLE>
<CAPTION>
PRICE PER
DATE SOLD NUMBER OF SHARES SOLD SHARE
_________ _____________________ _________
<S> <C> <C>
03/24/97 10,000 $1.625
04/01/97 2,000 $1.625
04/02/97 2,000 $1.625
04/03/97 11,000 $1.500
04/14/97 2,000 $1.577
04/14/97 1,000 $1.637
04/14/97 1,000 $1.633
04/16/97 4,000 $1.697
04/16/97 1,000 $1.693
04/28/97 5,000 $1.500
04/29/97 5,000 $1.438
04/30/97 15,000 $1.312
04/30/97 3,000 $1.250
04/30/97 2,000 $1.437
05/01/97 5,000 $1.500
05/02/97 60,000 $1.187
05/28/97 10,000 $1.437
06/06/97 10,000 $1.437
06/09/97 16,000 $1.562
06/11/97 4,000 $1.623
06/18/97 200,000 $1.687
09/16/97 12,000 $1.030
09/16/97 5,000 $1.062
09/17/97 28,000 $1.012
09/18/97 26,000 $1.012
</TABLE>
