UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    Form 8-K

                                 CURRENT REPORT

                        Pursuant to Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported):

                                CELLMETRIX, INC.
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             (Exact name of registrant as specified in its charter)

          NEW YORK                                              13-3690261
- ----------------------------   ------------------------   ----------------------
(State of other jurisdiction   (Commission File Number)      (IRS Employer
     of incorporation)                                    Identification Number)


                1800 Walt Whitman Road, Melville, New York 11747
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               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (631) 752-3550


     ITEM 5. Other Events.

     On September 29, 2000,  all of the  directors  and the acting  Secretary of
CellMetrix,  Inc. (the "Company"),  except for Mr. Michael Strauss,  resigned as
directors and Secretary of the Company,  respectively.  Mr. Strauss  resigned as
President and Chief Executive Officer of the Company,  but continued as Chairman
of the Board of  Directors  until  October 20, 2000.  On October 20,  2000,  Mr.
Strauss  resigned as Chairman  of the Board,  but will remain as a director  and
will  provide  consulting  services  to the  Company.  Simultaneously  with  Mr.
Strauss'  resignation,  Mr.  Michael E. Recca was  appointed  as Chairman of the
Board of Directors to wind up the affairs of the Company.

     The Company anticipates that it will be closing its corporate  headquarters
shortly.


     ITEM 7. Exhibits.

     The following exhibits are hereby filed with this Form 8-K: None.


                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                       CELLMETRIX, INC.


                                        By:/s/ Michael Strauss
                                           -------------------------------------
                                           MICHAEL STRAUSS
                                           Director

Date: October 25, 2000