METRISA INC
10QSB/A, 1999-02-19
OPTICAL INSTRUMENTS & LENSES
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                              Page 7
                           UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549
                     
                     
                           FORM 10-QSB/A


     Quarterly Report under Section 13 or 15(d) of the
     Securities Exchange Act of 1934
     For the quarterly period ended December 31, 1998

     Transition Report under Section 13 or 15(d) of the
     Securities Exchange Act of 1934
     For the transition period from          to

                Commission file number  0-16152
                               
                         Metrisa, Inc.
(Exact Name of Small Business Issuer as Specified in Its
Charter)


           Delaware                       04-2891557
     (State or Other Jurisdiction of      (I.R.S. Employer
     Incorporation   or  Organization)   Identification Number)

        25 Wiggins Avenue, Bedford, Massachusetts  01730
            (Address of Principal Executive Offices)
            
                        (781) 275-3300
        (Issuers Telephone Number, Including Area Code)
                               
                               
                               
                               
Check  whether the issuer: (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 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               No

As  of  December 31, 1998, 1,020,074 shares of Common Stock
were outstanding.

Transitional Small Business Disclosure Format:
Yes            No _______

                          FORM 10-QSB/A

                       QUARTERLY REPORT

                       TABLE OF CONTENTS

                               

                               

Facing Page . . . . . . . . . . . . . . . . . . . . . . .. . . .      1
Table of Contents . . . . . . . . . . . . . . . . . .  . . . .        2

PART I.     FINANCIAL INFORMATION (*)
  Item 1.        Condensed Consolidated Financial Statements
           Balance Sheets . . . . . . . . . . . . . . . . . . . .     3
           Statements of Loss . . . . . . . . . . . . . . . . . .     5
           Statements of Cash Flows. . . . . . . . . . . . . . ..     6
           Notes to Condensed Consolidated Financial Statements... .  7
    Item  2.         Management's  Discussion  and  Analysis   of
                     Financial Condition and Results of Operations_   9
PART II.  OTHER INFORMATION

   Item 1.        Legal Proceedings . . . . . . . . . . . . . . .. . 12
   Item 2.        Changes in Securities . . . . . . . . . . . . .    12
   Item 3.        Defaults upon Senior Securities . . . . . . . .    12
   Item  4.       Submission of Matters to a Vote  of  Security
                     holders . . . . . . . . . . .                   12
   Item 5.        Other Information . . . . . . . . . . . . . . .    12
   Item 6.        Exhibits and Reports on Form 8-K . . . . . . . .   12

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . .  .    13


(*)  The  financial information at September 30,  1998  has  been
  taken from the audited financial statements at that date.   All
  other financial statements are unaudited.
PART I.                   FINANCIAL INFORMATION
Item 1.                    FINANCIAL STATEMENTS
                               METRISA, INC.
                     CONDENSED CONSOLIDATED BALANCE
                             SHEETS ASSETS
                             
                             
                                 December 31,   September 30,
                                    1998            1998
                                 (Unaudited)           (*)

CURRENT ASSETS:
Cash and cash equivalents      $1,624,092     $ 2,469,053
Accounts receivable, less allowance
  for doubtful accounts of $78,500
      at December 31, 1998 and
      September 30, 1998        1,757,357       1,926,602
Inventories                     1,408,056       1,370,460
Other current assets              124,179          93,029
     TOTAL CURRENT ASSETS       4,913,684       5,859,144
EQUIPMENT AND FIXTURES - net      350,895         377,783

OTHER ASSETS - net              1,922,231       1,970,981

     TOTAL ASSETS              $7,186,810      $8,207,908


 The accompanying notes are an integral part of these
                           financial statements.
(*)Balance sheet at September 30, 1998 has been derived from
the audited financial statements at that date.  All other
financial statements are unaudited.
                         METRISA, INC.
        CONDENSED CONSOLIDATED BALANCE SHEETS - Continued
              LIABILITIES AND STOCKHOLDERS' EQUITY
              
                                   December 31,   September 30,
                                       1998            1998
                                   (Unaudited)         (*)
CURRENT LIABILITIES:
 Notes payable to bank        $     213,059   $    213,059
 Accounts payable                 1,053,262      1,312,773
 Accrued  expenses and other        410,785        508,319
 Current portion of long-term debt  849,775        561,441

TOTAL CURRENT LIABILITIES         2,526,881      2,595,592
Long- term debt,
        less current portion      2,245,172      2,833,777


Commitments

STOCKHOLDERS' EQUITY:
 Common stock, $.50 par value,
  2,000,000 shares
  authorized; 1,020,074 and
  1,022,911 shares issued
  and outstanding at December 31, 1998
  and September 30, 1998,
  respectively                      510,037        511,456

 Additional paid-in capital       1,995,939      2,455,069
 Retained earnings
    (accumulated deficit)          (78,229)        242,276
                                  2,427,747      3,208,801
Less: Treasury stock (at cost)     (12,990)      (430,262)
TOTAL STOCKHOLDERS' EQUITY        2,414,757      2,778,539
  TOTAL LIABILITIES AND STOCKHOLDERS'
   EQUITY                        $7,186,810     $8,207,908

 The accompanying notes are an integral part of these financial
                           statements.
(*)Balance sheet at September 30, 1998 has been derived from the
   audited financial statements at that date.  All other
   financial statements are unaudited.
                          METRISA, INC.
            CONDENSED CONSOLIDATED STATEMENTS OF LOSS
                                
                           (Unaudited)
                                
                               Three-Month Period Ended December 31,
                                  1998             1997

NET REVENUES                   $1,627,938       $1,634,223

COST OF SALES                     828,956          836,858

GROSS PROFIT                     798, 982          797,365

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES          856,573          885,822

RESEARCH AND DEVELOPMENT          155,803          172,792

TOTAL OPERATING EXPENSE         1,012,376        1,058,614
`
LOSS FROM OPERATIONS            (213,394)        (261,249)

INTEREST EXPENSE - net          (107,111)         (27,282)

LOSS BEFORE MINORITY INTEREST   (320,505)        (288,531)

MINORITY INTEREST IN NET INCOME OF
CONSOLIDATED  SUBSIDIARY                -          (2,318)

NET LOSS                      ( $320,505)      ( $290,849)


NET LOSS PER COMMON SHARE:
      basic and diluted           ($0.31)          ($0.34)

 Shares Outstanding--basic      1,020,074          862,070
 and diluted







 The accompanying notes are an integral part of these financial
                           statements.
                          METRISA, INC.
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                                
                           (Unaudited)
                              Three-Month Period Ended December 31
CASH FLOWS FROM OPERATING ACTIVITIES:       1998           1997

Net loss                                  ($320,505)    ($290,849)
Adjustments to reconcile net loss
to net cash provided by (used for)
operating activities:
 Depreciation and amortization               89,535        57,165
 Minority interest                                          2,318 
Changes  in operating  assets  and liabilities:
 Accounts receivable                        169,245       373,718
 Notes receivable                             --          100,000
 Inventories                                (37,596)      (13,517)
 Other current assets                       (31,150)      (36,914)
 Accounts payable and accrued expenses     (357,045)     (450,187)
 Net cash used for operating activities    (487,516)     (258,266)

CASH FLOWS FROM INVESTING ACTIVITIES:
 Equipment and fixtures additions           (15,231)      (23,171)
 Decrease in other assets                     1,334           --
 Cash paid for Micromet acquisition        (208,166)          --
Net cash used for investing activities     (222,063)       (23,171)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Principal  payments  of  long-term debt   (92,105)       (59,817)

  Proceeds from sale of common stock          --            11,416
                                          
Purchase of treasury stock                  (43,277)          -- 
  Net cash used for financing activities   (135,382)       (48,401)

Net decrease in cash and cash equivalents  (844,961)      (329,838)

Cash and cash equivalents,
 beginning of period                      2,469,053        935,717

Cash  and cash equivalents,
 end  of period                          $1,624,092       $605,879






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


      Pursuant  to  the  requirements of the  Exchange  Act,

the Registrant has caused this report to be signed on its

behalf  by the undersigned, thereunto duly authorized.



                                    Metrisa, Inc.



                                    By: \s\ John E. Wolfe
                                        John E. Wolfe
                                        President
                                        
                                        
                                        
                                        
                                        
                                        
Date:  February 10, 1999





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