UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q

[x]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                For the Quarterly Period Ended September 30, 2000

[_]     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: 0-16454

                              CIMETRIX INCORPORATED
             (Exact name of registrant as specified in its charter)

         Nevada                                               87-0439107
 (State or other jurisdiction of                          (I.R.S. Employer
  incorporation or organization)                           Identification No.)

6979 South High Tech Drive, Salt Lake City, Utah               84047-3757
  (Address of principal executive office)                      (Zip Code)

       Registrant's telephone number, including area code: (801) 256-6500

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 of 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  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 [x] No [_]



                      APPLICABLE ONLY TO CORPORATE ISSUERS:
     The number of shares outstanding of the registrant's common stock as of
          November 13, 2000:Common stock, par value $.0001 - 24,456,690




                              CIMETRIX INCORPORATED
                                    FORM 10-Q

                    FOR THE QUARTER ENDED SEPTEMBER 30, 2000


                                      INDEX

                          PART I Financial Information

 Item 1.  Financial Statements

          a) Condensed Statements of Operations................................1
          b) Balance Sheets....................................................2
          c) Statements of Cash Flows..........................................3
          d) Notes to Financial Statements.....................................4

 Item 2.  Management's Discussion and Analysis of Financial Condition
          and Results of Operations............................................5



                            PART II Other Information

      Item 1.  Legal Proceedings..............................................10

      Item 2.  Changes in Securities..........................................10

      Item 3.  Defaults Upon Senior Securities................................11

      Item 4.  Submission of Matters to a Vote of Security Holders............11

      Item 5.  Other Information..............................................11

      Item 6.  Exhibits and Reports on Form 8-K...............................11

      Signature...............................................................12







                         PART 1 - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS




                                                CIMETRIX INCORPORATED
                                         CONDENSED STATEMENTS OF OPERATIONS
                                 (In thousands, except per share and share amounts)
                                                     (Unaudited)

                                                          Three Months Ended               Nine Months Ended
                                                             September 30,                   September 30,
                                                    ----------------------------    ----------------------------
                                                          2000           1999             2000            1999
                                                          ----           ----             ----            ----
                                                                                     

NET SALES                                           $    1,775     $      981    $       4,120   $       2,935
                                                    ----------     ----------    -------------   -------------

OPERATING EXPENSES
     Cost of sales                                          90              4              161              35
     Selling, marketing and customer support               332            150              837             532
     Research and development                              345            401            1,280           1,141
     General and administrative                            434            288            1,261             887
                                                    ----------     ----------    -------------   -------------

         Total operating expenses                        1,201            843            3,539           2,595
                                                    ----------     ----------    -------------   -------------

INCOME (LOSS) FROM OPERATIONS                              574            138              581             340
                                                    ----------     ----------    -------------   -------------

OTHER INCOME (EXPENSES)

     Interest income                                        49             16              126              49
     Interest expense                                      (67)           (67)            (200)           (203)
                                                    -----------    -----------   --------------  --------------

         Total other income (expense)                      (18)           (51)             (74)           (154)
                                                    -----------    -----------   --------------  --------------

INCOME(LOSS) BEFORE INCOME TAXES                           556             87              507             186

CURRENT INCOME TAX EXPENSE
  (BENEFIT)                                                  -              -                -               -

NET  INCOME (LOSS)                                  $      556     $       87    $         507   $         186
                                                    ==========     ==========    =============   =============


BASIC INCOME PER COMMON SHARE                       $      .02     $      .00    $         .02   $         .00
                                                           ===            ===              ===             ===

DILUTED INCOME PER COMMON SHARE                     $      .02             --    $         .02              --
                                                           ===                             ===

WEIGHTED AVERAGE SHARES
OUTSTANDING, BASIC                                  24,579,506     21,208,968        24,189,862      21,624,299
                                                    ==========     ==========        ==========      ==========

WEIGHTED AVERAGE SHARES
OUTSTANDING, DILUTED                                24,918,868             --        24,863,183              --
                                                    ==========                       ==========




                                     See notes to condensed financial statements





                                                                 -1-



                              CIMETRIX INCORPORATED
                            CONDENSED BALANCE SHEETS
                      (In thousands, except share amounts)

                                     ASSETS

                                               September 30,        December 31,
                                                        2000                1999
                                               -------------        ------------
                                                 (Unaudited)
CURRENT ASSETS
     Cash and cash equivalents                 $      4,102         $      1,042
     Accounts receivable, net                         1,310                1,440
     Inventories                                        171                  102
     Prepaid expenses and other current assets           34                    6
                                                         --                   --
         Total current assets                         5,617                2,590

Property and equipment, net                             286                  340
Capitalized software costs, net                          49                  119
Technology, net                                       5,752                6,149
Investment in affiliate, net                            522                   44
Related party note receivable                           415                   --
Other assets                                            186                  132
                                                        ---                  ---

                                               $     12,827         $      9,374
                                                     ======                =====


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable                          $        158         $        170
     Accrued expenses                                   266                  643
     Customer deposits                                   85                   70
                                                         --                   --
         Total current liabilities                      509                  883

LONG TERM DEBT, net of current portion                2,681                2,681
                                                      -----                -----
         Total Liabilities                            3,190                3,564

COMMITMENTS AND CONTINGENCIES                             -                    -

STOCKHOLDERS' EQUITY
     Common stock, $.0001 par value:  100,000,000 shares
        Authorized; 24,456,690 and 23,125,690 shares issued
        and outstanding, respectively                     2                    2
     Additional paid-in capital                      28,130               24,810
     Treasury stock, at cost                             (1)                 (1)
     Accumulated deficit                            (18,494)            (19,001)
                                                     ------              ------

         Net Stockholders' Equity                     9,637                5,810
                                                      -----                -----

                                               $     12,827         $      9,374
                                                     ======                =====




                   See notes to condensed financial statements


                                      -2-




                              CIMETRIX INCORPORATED
                       CONDENSED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)



                                                                                  Nine Months Ended
                                                                                    September 30,
                                                                              2000                 1999
                                                                              ----                 ----

Cash Flows to Operating Activities:
                                                                                    
     Net Income (Loss)                                                $        507        $         186
     Adjustments to reconcile net income (loss) to net cash (used in)
        provided by operating activities:
         Amortization and depreciation                                         619                  257
         Common stock retired as payment for product                        (1,000)                  --
         Increase in receivables allowance account                              34                   --
         Changes in assets and liabilities:
              (Increase) decrease in accounts receivable                        66                 (360)
              (Increase) decrease in inventory                                 (69)                (102)
              (Increase) decrease in prepaid expenses                          (28)                  10
              (Increase) decrease in other assets                              (54)                   4
              Increase (decrease) in accounts payable                          (12)                  14
              Increase (decrease) in accrued expenses                         (377)                 117
              Increase (decrease) in customer deposits                          15                   43
                                                                           -------              -------

                  Net Cash Flow Provided by (Used in)
                                      Operating Activities                    (299)                 169
                                                                           -------              -------

Cash Flows to Investing Activities:
     Purchase of property and equipment, net of retirements                    (68)                  (8)
     Investment in affiliates                                                 (478)                  --
     Principal advances on note receivable                                    (415)                  --

                  Net Cash Flow Used in Investing Activities                  (961)                  (8)
                                                                           -------                   --

Cash Flows from Financing Activities:
     Proceeds from issuance of common stock                                  4,320                   --
     Sale (purchase) of treasury stock                                          --                 (351)
     Retirement of long-term debt                                               --                  (10)
                                                                           -------              -------
                  Net Cash Flow Provided by (Used in)
                                   Financing Activities                      4,320                 (361)
                                                                           -------              -------

Net Increase (Decrease) in Cash and Cash Equivalents                         3,060                 (200)
Cash and Cash Equivalents at the Beginning of Period                         1,042                1,645
Cash and Cash Equivalents at the End of Period                               4,102                1,445


Supplemental Disclosures of Cash Flow Information:
     Cash paid during the period for:
         Interest                                                     $        135        $         136
         Income taxes                                                 $        ---        $         ---

Supplemental Schedule of Noncash Investing and Financing
Activities:
     During the nine months ended September 30, 2000, the             $         30        $         ---
         Company acquired equipment in satisfaction of accounts
         receivable.




                                      -3-



                              CIMETRIX INCORPORATED
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Basis of Presentation - The accompanying  unaudited condensed financial
     statements of Cimetrix  Incorporated  have been prepared in accordance with
     the Securities  and Exchange  Commission's  instructions  to Form 10-Q and,
     therefore,  omit  or  condense  footnotes  and  certain  other  information
     normally  included in  financial  statements  prepared in  accordance  with
     generally accepted accounting principles.  The accounting policies followed
     for  quarterly   financial   reporting  conform  with  generally   accepted
     accounting  policies  disclosed  in  Note  1  to  the  Notes  to  Financial
     Statements  included in the  Company's  Annual  Report on Form 10-K for the
     year ended December 31, 1999. In the opinion of management, all adjustments
     of a normal recurring nature that are necessary for a fair  presentation of
     the financial  information for the interim periods reported have been made.
     The results of  operations  for the nine month period ended  September  30,
     2000 are not necessarily indicative of the results that can be expected for
     the entire year ending December 31, 2000. The unaudited condensed financial
     statements should be read in conjunction with the financial  statements and
     the notes thereto  included in the Company's Annual Report on Form 10-K for
     the year ended December 31, 1999.

NOTE 2 - STOCK OPTIONS AND WARRANTS

          As of November 13, 2000,  there were issued and  outstanding,  options
     for the purchase of 1,470,000 shares of the Company's  common stock,  under
     the Company's  1998 Stock Option Plan. The following  table  summarizes the
     quantity and exercise price of the options.

          Option Price              Quantity
          $2.50                      805,000
          $3.00                      415,000
          $3.50                      270,000
                                     -------
          Total Options            1,490,000

          Approximately  452,000 of these outstanding options are registered for
     resale,  pursuant  to a  Form  S-3  Registration  Statement,  which  became
     effective  December 9, 1998.  A total of  2,000,000  shares of common stock
     have been reserved for issuance under the plan. These options will begin to
     expire in December 2002, and continue to expire through August 2005.

          As of November 13, 2000,  there were issued and  outstanding,  options
     for the purchase of 354,000 shares of the Company's common stock, under the
     Company's  Director  Stock  Option  Plan.  Of these  options,  258,000  are
     exercisable  at $2.50 per share,  and 96,000 are  exercisable  at $3.50 per
     share.  Approximately  162,000 of these options are  registered for resale,
     pursuant to the Form S-3 Registration  Statement  discussed earlier in this
     section.  These options will begin to expire in January 2003,  and continue
     to expire through July 2004.


                                      -4-



          As of November 13, 2000, there were $2,681,000 of the Company's Senior
     Notes issued and outstanding,  held by 52 bondholders. The Senior Notes are
     due and payable  September 30, 2002.  There were also 3,306 warrants issued
     with the Senior  Notes,  all of which are  outstanding,  held by 52 warrant
     holders.  The number of potential shares  represented by these  outstanding
     warrants is 826,500, or 250 shares for each warrant. The exercise price for
     the  warrants is $2.50 per share,  with the  warrants  expiring  October 1,
     2002.  On  December 9, 1998,  the  underlying  shares from the  outstanding
     warrants were registered for resale  pursuant to the Form S-3  Registration
     Statement discussed earlier in this section.

NOTE 3 - COMMON STOCK

          On November 13, 2000, the closing  quotation for the Company's  common
     stock on the NASDAQ Bulletin Board was $1.97 per share. Potential investors
     should be aware that the price of the common  stock in the  trading  market
     can change dramatically over short periods as a result of factors unrelated
     to the earnings and business activities of the Company.

          On November  13,2000,there  were  24,456,690  shares of  common  stock
     issued and outstanding,held by approximately 3,000 beneficial shareholders.

         On September 20, 2000,  Cimetrix  announced that its Board of Directors
     has  approved  the  purchase  of up to one  million of its shares of common
     stock in either privately negotiated  transactions or in the public market.
     As of November 13, 2000, 414,500 shares have been acquired.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
             CONDITION AND RESULTS OF OPERATIONS

         Following  is  a  brief   discussion  and  explanation  of  significant
financial  data,  which is presented to help the reader  better  understand  the
results of the Company's  financial  performance  for the third quarter of 2000.
The information includes discussions of sales,  expenses,  capital resources and
other  significant  items.  Generally the information is presented in a two-year
comparison format using the third quarter data of 2000 and 1999.

         Management's Discussion and Analysis of Financial Condition and Results
of  Operations  should  be read in  conjunction  with  the  Company's  Condensed
Financial  Statements  and Notes thereto  included  elsewhere in this  Quarterly
Report.  The  ensuing  discussion  and  analysis  contains  both  statements  of
historical  fact  and  forward-looking  statements.  Forward-looking  statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the  Securities  Exchange Act of 1934, as amended,  generally are
identified by the words  "expects,"  "believes"  and  "anticipates"  or words of
similar import. Examples of forward-looking  statements include: (a) projections
regarding sales,  revenue,  liquidity,  capital expenditures and other financial
items; (b) statements of the plans, beliefs and objectives of the Company or its
management;  (c) statements of future economic performance,  and (d) assumptions
underlying  statements  regarding the Company or its  business.  Forward-looking
statements  are subject to certain  factors and  uncertainties  that could cause
actual  results  to  differ  materially  from  the  forward-looking  statements,
including,  but not limited to, those factors and uncertainties  described below
under "Liquidity and Capital Resources" and "Factors Affecting Future Results."



                                   -5-




Overview

              The  Company  is  the   developer   of  the  world's   first  open
     architecture,   standards-based,   personal   computer  (PC)  software  for
     controlling  machine tools,  industrial  robots and  industrial  automation
     equipment that operates on the factory floor. The Cimetrix Open Development
     Environment  (CODE(TM))  software  products are based on standard  computer
     platforms using Microsoft  Windows NT operating  system.  Cimetrix believes
     that  manufacturing  companies will increasingly  demand open architecture,
     PC-based  controllers  on the equipment  they  purchase,  transforming  the
     worldwide   controller   market   from   proprietary   solutions   to  open
     architecture, PC-based solutions.



              The  following  table  sets  forth  the  percentage  of costs  and
     expenses to net revenues derived from the Company's Condensed Statements of
     Operations for the three and nine months ended September 30, 2000 and 1999:

                                                            Three Months Ended               Nine Months Ended
                                                               September 30,                    September 30,
                                                           2000            1999            2000             1999

                                                                                           
NET SALES                                                   100%              100%            100%            100%
                                                            ----              ----            ----            ----

OPERATING EXPENSES
     Cost of sales                                             5               1                 4                1
     Selling, marketing and customer support                  19              15                20               18
     Research and development                                 19              41                31               39
     General and administrative                               24              29                31               30
                                                      ----------      ----------      ------------     ------------

         Total operating expenses                             68              86                86               88
                                                      ----------      ----------      ------------     ------------

INCOME (LOSS) FROM OPERATIONS                                 32              14                14               12

     Interest income                                           3               2                 3                2
     Interest expense                                         (4)             (7)               (5)              (7)
                                                      -----------     -----------     -------------    -------------

NET INCOME (LOSS)                                             31%              9%               12%               7%
                                                      -----------     -----------     -------------    -------------



Results of Operations

Three and Nine Months Ended September 30, 2000 Compared to Three and Nine Months
 Ended September 30, 1999

Net Sales

         Net sales  increased by $794,000,  or 81%, to $1,775,000  for the three
months  ended  September  30,  2000 from  $981,000  for the three  months  ended
September  30, 1999.  Net sales for the three months  ended  September  30, 2000
consisted of sales of software (91%), engineering services (4%), and support and
training  (5%).  Net sales for the same  period  in 1999  consisted  of sales of
software  (90%),  engineering  services (1%), and support and training (9%). The
increase in quarterly sales is primarily the result of a significant increase in
software revenues, which includes sales to new customers.



                                   -6-




         Net sales  increased by $1,185,000,  or 40%, to $4,120,000 for the nine
months  ended  September  30, 2000 from  $2,935,000  for the nine  months  ended
September  30,  1999.  Net sales for the nine months  ended  September  30, 2000
consisted of sales of software (81%),  engineering  services (10%),  and support
and  training  (09%).  Net sales  for nine  months  ended  September  30,  1999,
consisted of sales of software (84%), engineering services (5%), and support and
training (11%). The increase in overall year to date sales is the combination of
a  significant  increase in software  sales,  modest  increases  in  engineering
services and support revenues from the Company's  existing  customers as well as
new customers.

Major Customers

Companies  A, B, C, and D accounted  for 13% and 15%,  14% and 13%, 19% and less
than 10%,  43% and 44%, of the  Company's  revenue for the three and nine months
ended September 30, 1999,  respectively.  Company E accounted for 57% and 27% of
the Company's  revenues for the three and nine months ended  September 30, 2000,
respectively.  Company F accounted for 21% of the Company's revenue for the nine
months ended September 30, 2000. All other sales to the Company's customers, for
the three and nine months ended  September 30, 1999 and 2000,  were less than 10
percent of the Company's revenues.

Cost of Sales

         Cost of sales increased by $86,000, or 2,150%, to $90,000 for the three
months ended  September 30, 2000 from $4,000 for the comparable  period in 1999.
Cost of sales  increased by $126,000,  or 360%,  to $161,000 for the nine months
ended September 30, 2000,  from $35,000 for the comparable  period in 1999. This
increase is  attributable  to cost of sales  related to the sale of  engineering
services.  As service revenue increases,  related cost of sales increase.  These
large percentage increases are not expected to continue.

Selling, Marketing and Customer Support

         Selling, marketing and customer support costs increased by $182,000, or
121%, to $332,000 for the three months ended  September 30, 2000,  from $150,000
for the comparable period in 1999. Selling, marketing and customer support costs
increased by $305,000,  or 57%, to $837,000 for the nine months ended  September
30, 2000, from $532,000 for the comparable  period in 1999.  These increases are
due to the  addition of sales  personnel to cover new areas in Europe and in the
Semiconductor  market  place.  The  European  market  place is expected to yield
additional motion control software sales,  while the Semiconductor  market place
is expected  to yield  additional  communications  software  sales.  The Company
expects to add additional  sales  personnel in both of these markets in order to
meet anticipated demand.

Research and Development

         Research and  development  expenses  decreased  by $56,000,  or 14%, to
$345,000  for the three months ended  September  30, 2000 from  $401,000 for the
comparable  period in 1999.  Research  and  development  expenses  increased  by
$139,000,  or 12%, to  $1,280,000  for the nine months ended  September 30, 2000
from  $1,141,000 for the comparable  period in 1999. The slight decrease for the
quarter is within expected limits of normal quarterly fluctuations.  The year to
date increase is due to increased  personnel costs. The Company will continue to
make  significant  investments in research and  development and expects to incur
research and  development  expenses of  approximately  $2.0 million during 2000.
Research and development expenses include only direct costs for wages, benefits,
materials  and  education of  technical  personnel.  All indirect  costs such as
rents,  utilities,  depreciation  and  amortization are reflected in general and
administrative costs.


                                      -7-


General and Administrative

      General and administrative  expenses increased by $146,000,  or 51%, to
$434,000  for the three months ended  September  30, 2000 from  $288,000 for the
comparable  period in 1999.  General and  administrative  expenses  increased by
$374,000,  or 42%, to  $1,261,000  for the nine months ended  September 30, 2000
from $887,000 for the comparable  period in 1999.  These large increases are due
entirely  to  the  increase  in  amortization   expense  of  acquired   software
technologies.

         General  and  administrative  expenses  include  all  direct  costs for
administrative and accounting personnel, all rents and utilities for maintaining
company   offices.   These  costs  also  include  all  indirect  costs  such  as
depreciation  of fixed assets and  amortization  of intangible  assets,  such as
capitalized  software and technology.  Amortization and depreciation expense for
the three months ended September 30, 2000, was approximately $218,000, or 50% of
all general and administrative  expenses,  compared to $86,000,  or 30%, for the
same period in 1999.  Amortization and depreciation  expense for the nine months
ended September 30, 2000, was approximately  $619,000, or 49% of all general and
administrative  expenses,  compared to $257,000,  or 29%, for the same period in
1999.  Amortization  expense  increased  due to the  addition  of  approximately
$6,000,000 in  intangible  technology  assets,  being  amortized  over a 12 year
period,  resulting  in an  additional  $500,000 of expense  annually.  All other
general and administrative costs declined compared to the prior year.

Other Income (expenses)

         Interest income increased by $33,000,  or 206% to $49,000 for the three
months ended September 30, 2000, from $16,000 for the comparable period in 1999.
Interest  income  increased by $77,000,  or 157% to $126,000 for the nine months
ended  September  30,  2000,  from  $49,000 for the  comparable  period in 1999.
Improved  operating results have allowed the Company to maintain a cash reserve.
In addition the Company raised an additional  $4,250,000 in a private  placement
in the first quarter of 2000. Cash reserves are invested in  conservative  money
market and bond mutual fund accounts.

         Interest  expense  remained  constant at $67,000  for the three  months
ended September 30, 2000,  compared to the same period in 1999. Interest expense
decreased by $3,000,  or 1%, to $200,000 for the nine months ended September 30,
2000  from  $203,000  for the  comparable  period  in 1999.  This  decrease  was
attributable  to the  retirement  of a small portion of the Company's 10% Senior
Notes.

Other Items

         The Company is involved in legal  actions,  which are discussed in Item
1. Legal  Proceedings, of Part II - Other  Information,  below in this document.
These  actions  relate to  intellectual  property  acquired in December 1999 for
which the Company has  capitalized  an intangible  asset of  approximately  $3.8
million.  Pending the outcome of these legal actions,  the Company will evaluate
its valuation of the related intangible asset.

Liquidity and Capital Resources

         The  Company  had  approximately  $5.1  million of  working  capital at
September 30, 2000,  compared with  approximately  $1.71 million at December 31,
1999.  This  increase  was a  result  of the  sale of  1,700,000  shares  of the
Company's  common stock in a Private  Placement in the first quarter of 2000 and
improved operating results in 2000.



                                      -8-



         Cash used in investing  activities  for the period ended  September 30,
2000 was $961,000  compared with $8,000 for the same period in 1999.  Investment
in affiliates and advances on notes receivable accounted for the majority of the
increase in the current  period.  An additional  $68,000 was used to acquire new
equipment.  Cash provided by financing activities for the period ended September
30,  2000,  was  $4,320,000,  compared to cash used in financing  activities  of
$361,000 for the same period in 1999.  This  increase is a result of the sale of
common stock discussed earlier in this section.

         The  Company's  future  liquidity  will continue to be dependent on the
Company's  operating cash flow and management of trade  receivables.  Management
believes that the Company's  existing  working capital is sufficient to maintain
its current and foreseeable levels of operations.  Management also believes that
the Company has sufficient  funds to meet its capital  expenditure  requirements
for the remainder of 2000. The Company anticipates that capital expenditures for
fiscal  year 2000,  primarily  for  computer  equipment  and  software,  will be
approximately $75,000, compared to $25,000 for 1999.

Quantitative and Qualitative Disclosures about Market Risk

         The Company has no  activities  in  derivative  financial  or commodity
instruments.  The Company's exposure to market risks, (i.e.  interest rate risk,
foreign currency  exchange rate risk, equity price risk) through other financial
instruments,  including cash equivalents,  accounts receivable, lines of credit,
is not material.

Factors Affecting Future Results

         The Company's  future  operating  results and  financial  condition are
difficult  to predict and will be  affected by a number of factors.  The markets
for the  Company's  products  are emerging and  specialized,  and the  Company's
technology  has  been  commercially  available  for  a  relatively  short  time.
Accordingly,  the Company has limited  experience  with the  commercial  use and
acceptance of its products and the extent of the modifications,  adaptations and
custom  applications  that are  required to  integrate  its products and satisfy
customer performance  requirements.  There can be no assurance that the emerging
markets  for  industrial  motion  control  that are served by the  Company  will
continue to grow or that the  Company's  existing and new products  will satisfy
the  requirements  of those  markets and achieve a successful  level of customer
acceptance.  Because  of this,  the  Company  continues  to  devote  significant
research and development  resources to improve its existing  products and to the
development of new products.

         Because of these and other factors,  past financial  performance is not
necessarily  indicative of future  performance,  historical trends should not be
used to  anticipate  future  operating  results,  and the  trading  price of the
Company's  common  stock may be  subject to wide  fluctuations  in  response  to
quarter-to-quarter variations in operating results and market conditions.




                                      -9-



                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         On December 1, 1999 the Company  acquired  the AART  software  products
from Plug n Work,  Inc., a South Carolina  corporation in exchange for 1,200,000
shares of its common stock and approximately  $300,000 in cash. The software was
purchased so that the Company could  provide its customers  with a more complete
solution for developing  various  applications in conjunction with the Company's
CODE software products.

         The Company  capitalized  an  intangible  asset of  approximately  $3.8
million as a result of the  purchase of the AART  products.  This asset is being
amortized over a twelve-year period and the resulting  amortization  expense for
the nine months ended September 30, 2000 was approximately $240,000. In addition
the Company incurred  development  costs of approximately  $204,000 for the same
period.

         On April 5, 2000,  the Company  filed suit in Utah State Court  against
Plug n Work, Scott McCrary and John Fisher (herein after the "Defendants").  The
Company  brought this action  alleging  that the  Defendants  failed to disclose
significant  material  liabilities  with  respect to the  intellectual  property
purchased  from Plug n Work in  December  1999.  The Company  brought  causes of
action  for fraud in the  inducement,  common  law  fraud and civil  conspiracy.
Although the Defendants have filed counterclaims, the Company believes that they
have no merit.

         On September 19, 2000,  the Company also filed suit in Utah State Court
against  Advanced  Automation.  The Company  brought this action  alleging  that
Advanced  Automation failed to disclose  significant  material  liabilities with
respect to the  intellectual  property  purchased  from Plug n Work in  December
1999.  The  Company  brought  causes of action for fraud in the  inducement  and
common law fraud.

         In both actions,  the Company is seeking relief by asking the courts to
either rescind the  transaction of December 1, 1999 or award the Company damages
in excess of $5 million. Although Management believes that there is a reasonable
likelihood  that the Company will  prevail and that its claims are  meritorious,
the  Company is unable to predict  the  outcome  of the  litigation.  Management
believes  that the  litigation  will  have no  material  adverse  effect  on the
Company's financial condition.

     Due to the actions  above,  the Company  has not openly  marketed  the AART
products.  Instead, it has sought and found an alternative solution. On November
6, 2000, the Company announced that it has reached agreement with Siemens Energy
&  Automation,  Inc.,  of  Alpharetta,  Ga., for the licensing and resale of the
Siemens  1131  programming  products,  which the Company will market and sell in
lieu of the AART  products.  Cimetrix  expects to  announce a new  product  line
featuring the integration of its CODE products with the Siemens' products in the
first quarter of 2001.


ITEM 2.  CHANGES IN SECURITIES

         None.

                                      -10-




ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.


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

         None


ITEM 5.  OTHER INFORMATION

         None


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

              27        Financial Data Schedule

(b)      Reports on Form 8-K

         On  September  27,  2000,  the Company  filed a report on Form 8-K. The
         report  supplied  information  under Item 5 thereof,  captioned  "Other
         Events",  relating to changes in the  Company's  Board of Directors and
         the announcement of a stock buyback.

         On September 15, 2000, the Company  accepted the resignation of Paul A.
         Bilzerian,  as a member of its Board of Directors.  The Company has not
         yet  determined  whether  or not it will fill the  vacancy on its Board
         left by Mr. Bilzerian's resignation.

         On September 20, 2000,  Cimetrix  announced that its Board of Directors
         has  approved the purchase of up to one million of its shares of common
         stock in either  privately  negotiated  transactions  or in the  public
         market. As of November 13, 2000, 403,500 shares have been acquired.


                                      -11-




                                    SIGNATURE


         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 thereunto duly authorized.


                                            REGISTRANT

                                        CIMETRIX INCORPORATED


Dated: November 14, 2000             By: /s/ Riley G. Astill
                                     -----------------------
                                     RILEY G. ASTILL
                                     Vice President of Finance
                                     and Chief Financial Officer
                                    (Principal Financial and Accounting Officer)





                                      -12-