UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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) October 4, 2004

NEOMETRIX TECHNOLOGY GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

0-23995

57-1157824

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

8910 Route 108, Suite C, Columbia, MD 21045

(Address of Principal Executive Office) (Zip Code)

(301) 384-2400

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, If Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors;

Appointment of Principal Officers

On October 1, 2004, Norman J. Birmingham resigned as a director and as President of the Registrant and from all other positions held in its subsidiary for personal reasons.

There are no disagreements between he and the Registrant.

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.

	NEOMETRIX TECHNOLOGY GROUP, INC.


Date: October 4, 2004	By:	/s/ G TODD HODGES
		G Todd Hodges Secretary
		G Todd Hodges Secretary

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