SECURITIES AND EXCHANGE COMMISSION
 .Washington, D.C.

FORM 10-KSB

      X   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended:  September 30, 1996

OR

    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:  33-4882-D 

CLANCY SYSTEMS INTERNATIONAL, INC.                  
(Exact name of Registrant as specified in its charter)

           Colorado                              84-1027964   
(State or other jurisdiction of              (IRS Employer
incorporation or organization)          Identification Number)


      2250 South Oneida Street, #308
            Denver, Colorado                       80224   
(Address of principal executive offices)         (Zip Code)


    Registrant's telephone number, including area code: 
(303) 753-0197

Securities registered pursuant to Section 12(b) of the Act: 
None

Securities registered pursuant to Section 12(g) of the Act:
None

     Indicate by check mark whether the Registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months, and (2) has been subject to such filing 
requirements for the past 90 days.
(1) Yes X   No
(2) Yes X_  No _____
<PAGE>
     Check if there is no disclosure of delinquent filers in response to Item 
405 of Regulation S-B, and no disclosure will be contained, to the best of 
Registrant's knowledge, in definitive proxy or information statements 
incorporated by reference in Part III of this Form 10-KSB or any amendments 
to this Form 10-KSB.  [X]

     The Company's revenues for its most recent fiscal year were $1,823,226.  
The aggregate market value of the voting stock held by nonaffiliates (based 
upon the average of the bid and asked price of these shares on the over-the-
counter market) as of January 14, 1997 was approximately $1,591,013.

Class                        Outstanding at January 14, 1997

Common stock, $.0001 par value           336,889,149 shares


Documents incorporated by reference:  None

Transitional Small Business Disclosure Format:
       
               Yes___ No  X    


<PAGE>
CLANCY SYSTEMS INTERNATIONAL, INC.

FORM 10-KSB

PART I

Item 1.  Description of Business

     (a)  Business Development.  In April 1987 Oxford Financial, Inc. 
(Oxford) merged with Clancy Systems International, Inc. (Old Clancy).  
Oxford, as the surviving company in the merger, changed its name to Clancy 
Systems International, Inc. (the Company or Registrant).  Oxford was 
organized under the laws of the State of Colorado on March 3, 1986.  Old 
Clancy was organized under the laws of the State of Colorado on June 28, 
1984.

     The Company designs, develops and manufactures automated parking 
enforcement systems primarily for lease to municipalities, universities and 
institutions, including a ticket writing system and other enforcement 
systems.

     The Company has installed numerous parking enforcement systems for 
various clients, towns and universities.  The Company also has installed 
numerous systems through joint venture relationships.  See Phoenix Group 
Systems and City of Inglewood below.  To augment the enforcement element 
of the system, the Company markets the original Denver Boot and other 
enforcement tools.  By utilizing an integrated approach, the Company offers a 
complete parking citation processing system including tracking, enforcement, 
collection and automatic identification of delinquent violators in an 
effective and efficient manner.

     The Company also provides hardware and software for special projects for 
Hertz Corporation including a project called Fleet Control.  Fleet Control 
was developed in 1987 as an internal security system used by Hertz to track 
the transfer of cars between locations.

     The Companys principal executive offices are located at 2250 S. Oneida 
Street, #308, Denver, Colorado 80224 and its telephone number is (303) 753-
0197.
     (b)     Business of the Issuer.

     (b)(1), (2)  Principal Products or Services and Markets and Distribution 
Methods.  The Company's parking enforcement system is an automated system 
which generates parking citations.  The system consists of a hand-held, 
light-weight, portable data entry terminal, a light-weight printer to 
generate the parking citation and a data collection computer system to store 
parking citation data at the end 

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of each day.  The data entry terminal includes features such as large keys 
for use with gloved hands, easily readable liquid crystal display, 
phosphorescent keypad for illuminated night use and a large expandable 
memory.  The printer contains a "no-wait" buffer which acts to eliminate 
delay in entering citation data.  The printer has been stream-lined and along 
with the hand-held terminal weighs only three and one-half pounds and is 
battery charged to last for at least eight hours with overnight recharging 
capability.  The citations are printed on a continuous fan fold flat form.  
The data collection computer is used for uploading and downloading data and 
contains the capacity for interfacing directly, or via tape transfer, with a 
user's mainframe computer.  There are currently approximately 800 ticket-
writing units in operation.

     The Company's system also includes a complete back office processing and 
filing system.  The Company provides computers, printers and software to 
enable the user to do department of motor vehicle lookups, maintain citation 
information storage and recall, generate delinquent notices and have 
immediate access to files of all tickets previously written.  In addition, 
the Company's system also maintains a current, readily accessible list of 
vehicles with multiple outstanding citations, stolen vehicles, or vehicles 
otherwise wanted by local law enforcement officials.  The system also 
generates reports of citations by number and officer, revenues collected, 
names of scofflaws, officer productivity and other reports as deemed 
necessary or valuable to the agency.

     The Company's contracts for its parking enforcement systems generally 
provide that the Company will provide the ticketwriters, a back office 
processing system, custom software and training and support in consideration 
of a fee per citation issued, a monthly fee for computer equipment rental 
and/or a set  monthly fee. Occasionally, the Company will provide its system 
through an outright sale rather than through its typical lease arrangement. 
The Company generally warrants its equipment, provides updating and 
improvements to its system hardware and software and provides customary 
indemnification.

     The Company currently has systems installed for the following 
municipalities and universities representing approximately 6,000,000 tickets 
issued per year: Albany, CA: Apcoa Systems in Kansas City, MO, Columbus, OH 
and Minneapolis, MN; Berkeley, CA; Breckenridge, CO; Buffalo, NY; Burnaby, 
BC; Blackhawk, CO; Brigham Young University, Provo, UT;  Buena Park, CA: 
Butler University, Indianapolis, IN; CSU Fresno; Central Florida University, 
Orlando, FL; Charleston, SC;  Dallas, TX; Durango, CO;  Eastchester, NY; 
Evansville, IN; Fort Collins, CO; Gainesville, FL; Galveston, TX; Greeley, 
CO; Harrisburg, PA; Henderson, KY; Huntington, WV; Lafayette, LA;  Lubbock, 
TX; Los Altos, CA; MTRA, University of Oklahoma, Oklahoma City, OK; 
Naperville, IL;  New Hope, PA; New Orleans, LA;  North Carolina State 
University, Raleigh, NC; North Carolina A & T, Greensboro, NC; ParkWise, 
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Albany, OR; Richmond, VA; Santa Barbara, CA; South Carolina State University, 
Orangeburg, SC; Snowmass, CO; Southwestern Community College, Chula Vista, 
CA; Steamboat Springs, CO; Tampa, FL; Telluride, CO; University of Alberta, 
Edmonton, Alberta; University of California, San Francisco; Vail, CO; and 
Yonkers, NY. By December 31, 1996, the Company plans to install systems in: 
Georgetown University, Washington DC; Takoma Park, MD, and Allright Parking, 
Poughkeepsie, NY.

Clancy Systems International Limited Marketing Agreement

     On September 10, 1988 the Company entered into a three-year marketing 
agreement (the "Marketing Agreement") with Clancy Systems International 
Limited ("Clancy UK"), an unaffiliated company incorporated in England.  
Under the Marketing Agreement, Clancy UK has the exclusive rights to market 
the computer and other electronic hardware and software systems produced by 
the Company in the United Kingdom, and the nonexclusive rights to market the 
computer and other electronic hardware and software systems produced by the 
Company in Europe and Australia.  Clancy UK has agreed to use its best 
efforts to promote and market the Company's products and services and will 
reimburse the Company for its equipment and systems at rates to be agreed 
upon for each installation.  All hardware returned to the Company is replaced 
by the Company free of charge. By mutual agreement of the parties, the 
Marketing Agreement has been extended indefinitely. Currently Clancy UK 
services one client: Newcastle upon Tyne, England.

The Denver Boot

     The Denver Boot is a metal clamp which is fastened around a wheel which 
effectively prevents a vehicle from being moved.  The Denver Boot is removed 
by unlocking a padlock.  The Company acquired all rights to the product in a 
transaction with Grace Berg in June of 1994.  The Company will pay Mrs. Berg 
a royalty on all sales for a period extending to June 1999.   The Denver Boot 
is used by a number of law enforcement agencies on vehicles with multiple 
offenses. The Denver Boot can be integrated into the Company's parking 
control and enforcement system or may be sold separately.  Sales of the 
Denver Boot have increased significantly during the past fiscal year. The 
Company continues to market boots  with J.R. Bisho Co., an unaffiliated 
company, for sales  of the Denver Boot in the Middle East. 

Fleet Control 

     During the quarter ended September 30, 1987 the Company developed a 
vehicle inventory control system for The Hertz Corporation referred to as 
Fleet Control. Fleet Control system tracks the transfer of rental cars 
between locations and is designed to enhance the security and control of 
inventory during such movements.
  
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The system provides Hertz with information pertaining to each vehicle from 
the moment it leaves a location and includes the name and employee number of 
the hiker (driver), the Hertz vehicle number, the vehicle license number and 
a bar code identification symbol.  The information is readily transferable 
between locations and is reproduced in a report format. This system has 
evolved into other fleet inventory data acquisition programs including exit 
gate and monthly locations programs. 

     The Fleet Control system was implemented February 1, 1988 and as of 
December 20, 1996, 23 hand-held printer/terminal units for the system have 
been installed in the Newark and New York Hertz locations. Presently the 
equipment is being leased on a month-to-month basis for an amount per 
terminal unit and various charges for related peripheral hardware. 

     Clancy has developed and sold custom charging racks for exit gate 
functions to the Hertz Corporation.  The phase I roll-out was completed in 
October 1995 and phase II is expected began in January 1996 and will continue 
over the next few years.

    Hertz revenues to the Company represented approximately  3% of the 
Companys total revenues during fiscal 1996.

  The Fleet Control system is being provided to Hertz under an oral 
agreement.
























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Phoenix Group Systems  

     In joint venture with Phoenix Group, of Torrance, California, the 
Company has installed computerized parking citation issuance systems at 
Pasadena City College, Pasadena, California; California State University Long 
Beach; West Covina, California; Bell Gardens, California; Riverside, 
California; Cerritos College, Norwalk, CA; East L.A. College; L.A. Harbor 
College; L.A. Mission College; L.A. Pierce College; Santa Rosa Jr. College; 
Anaheim, California; Cuesta College, San Luis Obispo, CA; California State 
University, Dominguez Hills; Golden West College, Huntington Beach, CA; 
Grossmont-Cuyamaca Colleges in El Cajon, CA; California State University, Los 
Angeles; County of Sonoma; Humboldt State College, Arcata, CA;  and Los 
Angeles Valley College, Van Nuys, CA.  Phoenix Group has contracts with these 
entities to provide noticing and Department of Motor Vehicle lookup.  The 
Company provides field units, charger/communication modules and system 
computers.  All of these entities write in the aggregate approximately 
500,000 tickets per year.

MIS Department- City of Inglewood, CA

     In a joint venture agreement with the City of Inglewood, CA, Department 
of MIS, Clancy has agreed to provide hand-held ticket issuance equipment, 
ticket forms and envelopes for the City of Inglewood and clients that the 
City services for ticket processing. These cities include:  Inglewood, CA; 
Sacramento, CA; Lawndale, CA; Alhambra, CA; Compton, CA; Covina, CA; San 
Marino, CA; San Gabriel, CA; Hawthorne, CA;  and South Pasadena, CA.

     (b)(3)  Status of Publicly-Announced New Product or Services.  Not 
applicable.

     (b)(4)  Competition.  The Registrant is aware of several other companies 
which currently offer an automated ticket writing system: Enforcement 
Technologies, Inc.; Cardinal; Com-Plus; DMS; and Radix. The Company believes 
that it is able to compete effectively in the field because of its fee per 
citation and leased system marketing approach which eliminates any 
significant capital expenditures by the user and because of the various 
enforcement products which it offers to complement its system.

     The Registrant believes that its rental car return and inventory control 
systems are competitive with other types of similar systems in that they are 
"stand-alone" systems which do not require a compatible main frame computer 
to operate.  The  Registrant is aware of no other companies which currently 
offer a "stand-alone" rental car return system or a "stand-alone" inventory 
control system.

     Initially, the Company provides potential parking control  clients with 
consulting services to analyze the client's ticketing and enforcement needs.  
The Company then develops a proposal based 
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upon those needs, which indicates how the Company's system and 
related products would aid the client in achieving the two primary goals of 
ticket writing and enforcement:  creation of an equitable enforcement policy 
and an increase in revenues.  The Company believes that a system which is 
perceived by the public to provide a greater certainty of enforcement will 
result in a greater willingness upon the part of the public to promptly and 
consistently pay fines, thus increasing the flow of revenues to the client.  
Depending upon the size of the client, the Company's services may range from 
the simple sale of hardware (i.e., the Denver Boot) to providing a ticketing 
and enforcement system and related equipment through a lease or sale 
arrangement, training users and handling data processing of tickets and the 
collection of fines.

     Although a few of the Company's systems provide for the purchase of 
systems or fees based on set monthly amounts, the Company has been marketing 
its system and other products to municipalities, universities, colleges, 
institutions and parking companies primarily under a professional services 
contract  geared to a transactional or per citation basis.  The Company 
supplies all hardware, software, training, supplies and maintenance for the 
system, thus eliminating all significant capital expenditures by the user.

     The Company markets its ticket writing and enforcement system directly 
to municipalities, universities, colleges, institutions and parking companies 
through commissioned sales representatives and members of management.  The 
Company currently has marketing alliances with six organizations throughout 
the United States.  The Company's management attends trade shows and makes 
direct sales calls.

     The Company has an informal marketing arrangement with Clancy UK under 
which Clancy UK is marketing the Company's systems in the United Kingdom and 
Europe.  See "Clancy Systems International Limited Marketing Agreement."

     (b)(5)  Raw Materials and Principal Suppliers.  The Company purchases 
its hand-held computers from outside vendors and the Company builds the 
printer units which incorporate the hand-held terminal.  Robert M. Brodbeck, 
the Company's Chairman of the Board and a director, supervises the 
manufacturing of the Company's printer units and is responsible for product 
engineering.  The hand-held terminals for the parking enforcement system and 
rental car return system are identical and the hand-held terminals for the 
rental car inventory control system are different only in that they have an 
expanded memory and a bar code wand for identifying vehicles for inventory 
control purposes.  The printer units for the various systems are the same.  
The Company's latest generation printers feature injection molded cases and 
an automatic top-of-form feature for the paper feed.  Other new technology to 
the electronics enable interfacing with auxiliary hardware such as radio 
communications devices, magnetic credit card readers and other peripheral 
devices.  The Company obtained a patent on its printer in April 1991.  The 
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Company purchases its hand-held terminals from several different vendors who 
sell computers which are all comparable in quality.  

     Component parts for the Company's products are purchased from various 
sources.  The Company has established certain vendors for such parts; 
however, should any of them become unavailable to the Company, the Company 
believes that there are many alternative sources of supply available to it.  
Certain components of the printer such as cases and shafts are manufactured 
according to Company specifications and can easily be supplied by many 
different vendors. 

     The Company's paper products are purchased from outside vendors.  Should 
any of these vendors be unable to supply these specialized products, the 
Company believes that there are many other available sources of supply.

     (b)(6) Significant Customers.  Presently, the Registrant has 58 
customers.  The Registrant in general is greatly dependent on these 
customers, but the Registrant is particularly dependent on its contracts with 
Oklahoma City, Oklahoma; the City of Berkeley, California;  the Phoenix 
Group; and Hertz Corporation which together represented approximately 22% of 
the Company's total sales for the year ended September 30, 1996. From March 
20, 1996 through September 30, 1996, the Company operated the parking ticket 
issuance operations for the Town of Cicero, Il.  Revenues from this operation 
represented 33% of its total revenues for fiscal 1996; however, this contract 
was discontinued effective as of December 5, 1996. See below. The Company 
continually updates the hardware and software products provided to these and 
all of its customers in an effort to ensure quality service and customer 
satisfaction.

     Oklahoma City, Oklahoma.  The Company has provided a fully implemented 
automated parking ticket writing, processing and enforcement system to 
Oklahoma City, Oklahoma, its first parking enforcement system, since June 
1986.  Under the current contract the Company receives a monthly fee for 
leasing equipment and providing supplies and support.  The contract may be 
terminated by either party upon 15 days written notice and may be extended 
for two additional 12-month terms upon mutual agreement of the parties on 
terms to be negotiated.  The current contract with the City of Oklahoma 
expires June 30, 1997.  Under the contract, the Company has agreed to 
indemnify the City of Oklahoma, its officers, agents and employees against 
any claims resulting from acts or omissions of the Company or its officers, 
employees, representatives or agents.  During the 1996 fiscal year, the 
revenues from the Oklahoma City system represented approximately 4% of the 
Company's total revenues.

     Berkeley, California.  On September 8, 1989 the Company entered into a 
contract with the City of Berkeley, California to provide a parking 
enforcement system to issue citations, assemble data and 
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interface to the City's database.  Under the contract the Company provides 
hardware, custom software, maintenance, training and support.  The Company  
receives a fee per valid citation issued. The contract term has been extended 
through September 1997. The Company has agreed to warrant all hardware and to 
replace or repair any broken hardware free of charge.  The Company has agreed 
to indemnify the City, its officers, agents and employees against any claims 
arising out of the Company's performance under the contract.  The City has 
the right to terminate the contract with 30 days written notice.  The system 
currently provides hardware for 30 parking control officers. During the 1996 
fiscal year, the revenues from the City of Berkeley system represented 
approximately 8% of the Company's total revenues.

     Cicero, Illinois.  The Company entered into a three-year agreement with 
the Town of Cicero, IL in February, 1996,  to provide a complete facilities 
management service for its parking ticket issuance division. Under the 
agreement, the Company agreed to pay the Town of Cicero  an annual fee of 
$575,000.  The Company provided the complete system, personnel, hardware, and 
supplies.  The Company retained all ticket revenues collected as well as any 
revenues collected on backlog tickets. The agreement may be terminated by 
either party upon 30 days written notice.   The Company began operations with 
respect to the agreement the last week of March 1996.  Revenues collected 
from this project represented approximately 33% of the Companys total 
revenues during fiscal 1996. In connection with the Agreement, the Company 
entered into an agreement with J & J Consulting under which the Company 
agreed to pay J & J an annual fee of $175,000 and monthly commissions equal 
to a percentage of all revenues generated by the Company from its operations 
in Cicero, and a bonus percentage once revenues to the Company exceed 
$1,000,000.  In November 1996, the Town terminated the agreement effective 
December 5, 1996.  The Company believes that the Town of Cicero has breached 
the Agreement in various respects and is negotiating with the Town to settle 
these issues.  The company is seeking a pro rata return of the initial 
contract acquisition costs to the date of the contract termination, as well 
as resolution of other matters wherein the Company believes the Town has not 
fulfilled its obligations.  The Company is seeking to resolve this matter 
through negotiations; however, if necessary, the Company will pursue legal 
remedies.  As a result of the termination of the Agreement with Cicero, the 
consulting agreement with J & J has been terminated.

     (b)(7)  Patents and Licenses.  The Company obtained a patent 
(#5,006,002) for its printer used in its parking enforcement, rental car 
return and inventory control systems in April 1991.  This patent expires 
April 2008. 

     On April 25, 1991 the Company acquired two patents from Termiflex 
Corporation, Merrimack, New Hampshire.  The patents #4,007,443 and 4,005,388 
are for function keys on the sides of hand 

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held terminals.  The patents were acquired for a total of $4,000 and 
expired February 8, 1994 and January 25, 1994, respectively. Under the Patent 
Transfer Agreement the Company acquired the patents and has granted Termiflex 
unlimited license rights to utilize the patents.  In addition, the Company 
pays Termiflex 50% of any licensing fees received from any third party.  
Termiflex is a publicly held manufacturer of hand held  devices.

     In April 1992 Clancy licensed, on a non-exclusive basis, its patented 
handheld terminal button technology to Nippondenso Co. Ltd. for $20,000.  
This technology is part of the patented technology acquired by the Company 
from Termiflex.  See above.  The patent license agreement expired in February 
of 1994 when the patent protection period ended.  Under its agreement with 
Termiflex, $9,000 of this fee has been paid to Termiflex.	

     (b)(8)      Need for Governmental Approval.  None.

     (b)(9)      Effect of Governmental Regulations.  None. 

     (b)(10)  Research and Development.  In order to keep its products and 
systems from becoming obsolete, the Company regularly modifies and updates 
its hardware and software.  In order to streamline its ticket writing and car 
rental equipment, the Company has redesigned the printer so that it weighs 
only three and one-half pounds instead of five pounds.

     The Company has continually been modifying its patented printer and is 
beginning to market its printer as a stand-alone product to parking 
enforcement entities, delivery services and vendors who have a need for 
computer-generated receipts.  During the 1996 fiscal year the Company made 
significant modifications to the printer which include a memory module and 
upgrade of components and board design.  

     During fiscal 1996, Clancy continued the development of a new printer 
which utilizes a thermal line printer.  This printer has been designed to 
print special fonts including the new PDF 417 bar code symbology.  The 
printer will be utilized as a stand alone device, but has been designed to 
accept a module which incorporates a handheld terminal, mag stripe reader, 
PCMCIA card and can accept wands, bar codes and other peripheral devices.  
Estimated completion time for the module is January 1997.  Other features 
include graphic display, back-lit keypad, phosphorescent keypad and 
expandable memory. The Company believes there exists a tremendous market for 
this product which may increase future revenues.  The ability to print PDF 
417 bar codes will be a significant marketing advantage; however, there can 
be no assurance that the Company's marketing efforts will be successful.
 
    The Company developed a printer with an infrared interface which it sells 
to a Canadian company.  It is anticipated that this product 
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will be sold to others who can benefit from the infrared technology and 
require a portable field printing device.

     Robert M. Brodbeck, the Company's Chairman of the Board and a director, 
oversees developement and manufacturing of hardware produced by the Company.

     Management keeps informed of new developments in components so that the 
printer is up-to-date, fast and suits user requirements. The Company 
communicates with vendors on a regular and ongoing basis so that management 
is aware of upgraded components, new components and new processes to upgrade 
its hardware.  By adapting its equipment to user needs and keeping current of 
the latest technology, the Company anticipates that its enforcement ticket 
writing and rental car systems will not become obsolete.  

     The Company's software is developed in-house by four full-time 
programmers and by Stanley J. Wolfson, the Company's President and a 
director.

     The Company's software is maintained and updated on a regular basis.  
The software for the enforcement system ticketwriter and rental car return 
systems were developed by Stanley Wolfson over a period of two years.  The 
software for the Fleet Control inventory control system initially was 
developed by Mr. Wolfson in his capacity as an officer and employee of Stan 
Wolfson and Associates, Inc., and subsequently was transferred to the 
Company.  The software allows the ticketing, rental and inventory information 
to be entered and stored and the tickets, rental agreements and inventory 
information to be printed.  The user of the enforcement system also may use 
the computer to look up information relating to possible stolen or multiple 
violation vehicles.

     The office computer software allows the daily ticket and rental and 
inventory information to be transferred from the portable units to a central 
computer.  The information is compiled and then processed further according 
to user requirements.

     Through sophisticated communications software, the Company is able to 
update, modify, repair, enhance and change most software at the client's 
location via a modem.

     The Company's Lot and Street Survey programs have been provided to 
clients for use with their parking systems.

     The Company spent $51,222 and $54,303 on research and development 
activities for the fiscal years ended September 30, 1995 and 1996, 
respectively.  None of the cost of such activities was borne directly by the 
customers.


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     (b)(11)  Compliance with Environmental Laws.  Compliance with federal, 
state and local provisions regulating the discharge of materials into the 
environment or otherwise relating to the protection of the environment will 
have no material effect on the capital expenditures, earnings and competitive 
position of the Company.

     (b)(12)  Employees.  The Company currently has twelve employees all of 
whom are employed on a full time basis.  

Item 2.     Description of Properties.

     The Company is leasing approximately 1,700 square feet of office space 
located at 2250 South Oneida Street, #308, Denver, Colorado for its corporate 
offices for $1,310 per month pursuant to a lease agreement with an 
unaffiliated party which expires May 31, 1998.

     The Company also leases approximately 3,000 square feet of manufacturing 
space located at 5789 S. Curtice, Littleton, Colorado, from an unaffiliated 
party. Rental payments are $475 per month pursuant to a lease agreement which 
expires August 1, 1997.

     The Company believes that these facilities are suitable and adequate for 
its needs.

Item 3.     Legal Proceedings.

     On November 4, 1995, the Registrant filed an action in the United States 
District Court for the District of Colorado naming Symbol Technologies, Inc. 
as defendant, alleging patent infringement.  

      In 1993, Symbol Technologies, Inc. released a new product, a handheld 
terminal model PDT3100, which incorporates the  interactive button technology 
documented in patents #4,007,443 and #4,005,388, which the Company acquired 
from Termiflex Corporation on April 25, 1991.  

      The Company is seeking relief for patent infringement and licensing of 
the patented technology.  The amount of relief has not been specified.

     The Registrant knows of no litigation pending, threatened or 
contemplated, or unsatisfied judgments against the Registrant, nor any other 
proceedings to which the Registrant is a party.

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

     None.



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     PART II 


Item 5. Market for Registrant's Common Stock and Related Security
        Holder Matters.

     (a)(1)  The principal market on which the Registrant's Common Stock is 
traded is the over-the-counter market and the Registrant's Common Stock is 
quoted in the National Quotation Bureau Inc.'s Electronic Bulletin Board.

     (a)(1)(i)  Not applicable.

     (a)(1)(ii)  The range of high and low bid quotations for the 
Registrant's Common Stock for the last two fiscal years are provided below.  
These over-the-counter market quotations reflect inter-dealer prices without 
retail markup, markdown or commissions and may not necessarily represent 
actual transactions.


                              High bid Low bid

10/1/94 - 12/31/94           .0025       .0025
1/1/95 - 3/31/95             .0025       .0025
4/1/95 - 6/30/95             .0025       .0025
7/1/95 - 9/30/95             .0025       .0025
10/1/95 - 12/31/96           .01         .005
1/1/96 - 3/31/96             .02         .01   
4/1/96 - 6/30/96             .02         .015
7/1/96 - 9/30/96             .015        .075 


     On December 26, 1996 the reported bid and asked prices for the 
Registrant's Common Stock were $.005 and $.02, respectively.

     (a)(2)  Not applicable.

     (b)  The approximate number of record holders of the Registrant's Common 
Stock on December 26, 1996 was 629.

     (c)(1)  The Registrant has paid no dividends with respect to its Common 
Stock. 

     (c)(2)  There are no contractual restrictions on the Registrant's 
present or future ability to pay dividends.




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Item 6.     Management's Discussion and Analysis or Plan of 
           Operation

     From fiscal 1995 to fiscal 1996 revenues increased 51% due to increased 
revenues from new professional service contracts for the Company's parking 
enforcement systems Research and development costs  increased by $3081, or 
6%, from fiscal 1995 to fiscal 1996.  General and administrative costs  
increased by 7% (exclusive of Cicero general and administrative costs) from 
fiscal 1995 to fiscal 1996. This is directly attributable to adding 
personnel, higher travel costs, higher insurance costs,  and other increased 
expenses directly related to an increased client base.  The Company reported 
a profit of $100,518 for fiscal 1995 as compared to profit of $16,792 for 
fiscal 1996.

   Since  November 1986, the Company has had a professional services contract 
with  Oklahoma City to provide a ticket writing system for a set monthly fee.  
For the fiscal years ended September 30, 1995 and 1996, the contract with 
Oklahoma City accounted for 7% and 4%, respectively, of the Company's total 
professional services contract income.  See Part I, Item 1 (b)(6).

     During the fiscal year ended September 30, 1989 the Company entered into 
a contract with the City of Berkeley, California to provide its parking 
enforcement system.  For the fiscal years ended September 30, 1995 and 1996, 
the contract with the City of Berkeley accounted for 11% and 8%, 
respectively, of the Company's total professional services contract income.

     By a contract entered into on February 15, 1996, the Company began a 
facilities management project for the Town of Cicero Illinois in the last 
week of March 1996.  The Company paid the town of Cicero $575,000 as a 
guarantee of ticket income for a one year period.  The Company realized 
revenues from this operation through its fiscal year end at September 30, 
1996 which represented 33% of its total revenues. This contract was 
terminated effective December 5, 1996.  See Part I, Itme 1(b)(6); Cicero, 
IL.

     During the fiscal years ended September 30, 1995 and 1996, the Company 
had in place a total of approximately 76 and 89 systems, respectively, 
representing both systems installed directly by the Company and systems 
installed through joint venture relationships.

     The Company Fleet Control program for Hertz continues to generate 
significant revenues for the Company. For the fiscal years ended September 
30, 1995 and 1996, all revenues derived from Hertz were from contract 
agreements to provide leased hand-held terminals, chargers, and other 
peripherals and supplies related to various Fleet Control projects.  This 
revenue represented 11% and 3% of the 


-13-
<PAGE>
Company's total revenue during fiscal 1995 and 1996, respectively.   See Part 
I, Item 1 (b)(1). 

     The Company's professional services contract income generated for the 
year ended September 30, 1996 was approximately 3% from the Hertz Corporation 
projects and approximately 97% from the Company's parking enforcement systems 
and product sales.  The Company's future operations will be greatly dependent 
upon its ability to obtain additional contracts for its parking control 
systems and other rental systems.

     At September 30, 1996, the Company had working capital of $465,991 as 
compared to $537,018 at September 30, 1995.  The Company's current ratio 
decreased from 8.69 to 1 to 1.95 to 1 from September 30, 1995 to September 
30, 1996. On March 22, 1996, the Company executed a three month promissory 
note for $650,000 secured by personal guarantees of three officers of the 
Company.  The note bears interest at 9.75% and was originally due on June 25, 
1996.  The Company has extended the maturity date on the remaining balance to 
December 25, 1996.

     The Company anticipates using its working capital to fund ongoing 
operations, including general and administrative expenses, equipment 
purchases, equipment manufacturing, travel, marketing and research and 
development.  The Company anticipates having sufficient working capital to 
fund operations for the fiscal year ending September 30, 1997; however, the 
Company may need to seek additional financing prior to such time.

     The Company has continually been modifying its patented printer and has 
marketed its printer as a stand-alone  product to delivery services and 
vendors who have a need for computer-generated receipts.  During the 1996 
fiscal year, the Company developed a new printer utilizing thermal line print 
technology. The Company also made significant upgrades to its standard 
printer. The Company believes there exists a tremendous market for the new 
printer as it will be able to print a new bar code symbology (PDF 417) which 
is expected to become an industry standard in the next few years. This 
product  may increase future revenues; however, there can be no assurance 
that the Company's marketing efforts will be successful.

Item 7.     Financial Statements.

     The following financial statements are filed as a part of this Form 
10-KSB and are included immediately following the signature page. 

     Report of Independent Certified Public Accountants	

     Balance Sheet - September 30, 1995 and September 30, 1996	



-14-
<PAGE>
     Income Statement - Years ended September 30, 1995 
                          and 1996 

     Statements of Stockholders' Equity - Years ended September 
                           30, 1995 and 1996

     Statements of Cash Flows - Years ended September 30, 1995 
     and 1996

     Notes to Financial Statements  


Item 8.    Changes in and Disagreements With Accountants on 
           Accounting and Financial Disclosure.  

     Not applicable.
































-15-
<PAGE>
 PART III

Item 9. Directors, Executive Officers, Promoters and Control 
        Persons; Compliance with Section 16(a) of the Exchange 
        Act.

     (a)(1),(2),(3)  Identification of Directors and Executive Officers.

                             Position                       Dates of
Name                    held with Registrant          Age    service

Stanley J. Wolfson     President, Chief Executive      53     1987
                       Officer and Director

Robert M. Brodbeck     Chairman of the Board of        63      1987
                       Directors 

Mark G. Lawrence       Director                        47      1986

Lizabeth M. Wolfson    Secretary-Treasurer and        51      1987
                       Chief Financial and Chief
                       Accounting Officer

     (a)(4)  The business experience of the Registrant's officers and 
directors is as follows:

     Stanley J. Wolfson, President, Chief Executive Officer and a director of 
the Company since February 1987.  Mr. Wolfson attended the University of 
Colorado at Boulder and the University of Colorado at Denver. Mr. Wolfson had 
been president and a director of Clancy from inception until its merger into 
the Company in April 1987.  Since 1967 Mr. Wolfson has been president and 
director of Portion Controlled Foods, Inc. d/b/a Stan Wolfson and Associates, 
Inc., a data processing  systems consulting firm located in Denver, Colorado 
which employs two persons on a part-time basis.  His firm's clients include 
The Hertz Corporation which utilizes Stan Wolfson and Associates, Inc.'s 
hand-held data entry equipment as part of its on-site national inventory 
control system.  The Hertz Corporation has been a major customer of the 
Company.  See Part I, Item 1.  Mr. Wolfson has served as remote data 
acquisition consultant for AT&T as well as a consultant for a number of small 
local companies.  Mr. Wolfson is the husband of Lizabeth Wolfson, an officer 
of the Company.

     Robert M. Brodbeck, Chairman of the Board of Directors and a director of 
the Company since February 1987.  Mr. Brodbeck had been chairman of the board 
of directors and a director of Clancy from June 


-16-
<PAGE>
29, 1985 until April 1987.  Mr. Brodbeck was a founder of Clancy, served as 
an initial director of Clancy until Clancy's first organizational meeting and 
had been active as a principal shareholder of Clancy since its inception.  
From December 1983 until November 1986 Mr. Brodbeck had been president and 
director of I/O Services, Inc., (now known as Sabre Industries, Inc.), a 
public company located in Denver, Colorado which is involved in the 
development of systems for small block data transmission.  From July 1978 to 
May 1984, Mr. Brodbeck was co-owner of Computer Tel, Inc. (d/b/a Loadmaster), 
located in Denver, Colorado, which developed a computerized load posting 
system in use nationally by the trucking industry.  From November 1973 to May 
1984, Mr. Brodbeck was the owner of Kwik Kall, Inc., a direct dial courtesy 
phone system located in Denver, Colorado, serving the trucking industry in 
the southwestern United States as well as the eastern seaboard, Oklahoma and 
Texas.  Mr. Brodbeck sold his interests in both Computer Tel, Inc. and Kwik 
Kall, Inc. in 1984.  Prior to 1972 Mr. Brodbeck was an electronics and 
computer maintenance technician with Martin Marietta Corporation for 17 
years.

     Lizabeth M. Wolfson, Secretary-Treasurer and Chief Financial and Chief 
Accounting Officer of the Company since February 1987. Mrs. Wolfson attended 
the University of Colorado at Boulder and the University of Colorado at 
Denver. Mrs. Wolfson had been secretary and treasurer of Clancy from 1974 and 
a director from December 1986 until April 1987.  Since 1978, Mrs. Wolfson has 
served as secretary of Stan Wolfson and Associates, Inc.   She is the wife of 
Stanley J. Wolfson, President, Chief Executive Officer and a director of the 
Company.

     Mark G. Lawrence, a director of the Company since April 1986. Mr. 
Lawrence served as Chairman of the Board of Directors and Secretary of the 
Company from April 1986 until February 1987 when the Exchange took place with 
Clancy.  Since March 1988 Mr. Lawrence has served as executive vice president 
and a partner of Vintage Marketing Group, Inc., a company engaged in the 
sales and marketing of residential real estate. Since 1985 he has been 
secretary and a director of Windscreens West, Inc., a Colorado corporation 
engaged in the distribution and sales of fencing and other products. He 
graduated from the University of Denver in 1971 with a B.A. degree in social 
sciences and attended the University of the Americas in Mexico City in 1969.  
Mr. Lawrence is a member of the Home Builders Association, the Sales and 
Marketing Council of Metropolitan Denver and the National Sales and Marketing 
Council.
     (a)(5)  Directorships Held in Reporting Companies.  None.

     (b)  Identification of Certain Significant Employees.  None.

     (c) Family Relationships. Lizabeth M. Wolfson, Secretary-Treasurer and 
Chief Financial and Chief Accounting Officer of the Registrant, is the wife 
of Stanley J. Wolfson, President, Chief Executive Officer and a director of 
the Registrant.
-17-
<PAGE>
(d)  Involvement in Certain Legal Proceedings.  None

Compliance with Section 16(a) of the Exchange Act

     Not Applicable.

Item 10.     Executive Compensation.

     (a)  General.  For the fiscal year ended September 30, 1996 the Company 
paid a ten percent sales commission totaling $6,320 to Stanley J. Wolfson, 
the President, Chief Executive Officer and a director of the Company, based 
upon gross sales (excluding supplies) to the Hertz Corporation.  In addition, 
Mr. Wolfson received a salary of $48,000 for the most recent fiscal year 
ended.

	(b)  Summary Compensation Table.

        (a)                   (b)         (c)          (e)
     Name and                                       Other annual
principal position            Year        Salary    compensation

Stanley J. Wolfson            1996       $48,000        $6,320
President and Chief           1995        44,500         8,351
Executive Officer             1994        34,200         7,368

     (c)  Option/SAR Grants.  None.

     (d)  Option/SAR Exercises and Fiscal Year End Option/SAR
          Values.  Not applicable.

     (e)  Long-Term Incentive Plan.  None.

     (f)  Compensation of Directors.  None.

     (g)  Employment Contracts and Arrangements.  None.

     (h)  Report on Repricing of Options/SARs.  Not applicable.


Item 11.  Security Ownership of Certain Beneficial Owners and 
          Management.

     (a), (b)  Security Ownership of Beneficial Owners and Management.  The 
following table sets forth information as of December 11, 1996 with respect 
to the ownership of the Company's Common Stock for all directors, 
individually, all officers and directors as a group, and all beneficial 
owners of more than five percent of the Common Stock.

-18-
<PAGE>
Name and address                   Number of
of beneficial owner                 shares            Percentage

Stanley J. Wolfson                 113,998, 464 (1)       33.8% 
1907 South Leyden
Denver, Colorado  80224

Robert M. Brodbeck                   92,509,608            27.5%
9310 Watson Gulch
Littleton, Colorado  80127

Mark G. Lawrence                       3,100,000             .9%
6172 South Lima Way
Englewood, Colorado  80111

All officers and directors            209,608,072 (1)       62.2%
as a group (four persons)
--------
(1)   Includes 4,075,642 shares of Common Stock owned of record by Lizabeth 
M. Wolfson, the wife of Stanley Wolfson and an  officer of the Company and 
400,000 shares of Common Stock owned of record by the Wolfson children.

     (c)  Changes in Control.

     The Registrant knows of no arrangement, the operation of which may, at a 
subsequent date, result in change in control of the Registrant.

Item 12.  Certain Relationships and Related Transactions.

     None/Not applicable.

Item 13.  Exhibits and Reports on Form 8-K. 

     (a)  Exhibits.  The following is a complete list of exhibits filed as a 
part of this Report on Form 10-KSB and are those incorporated herein by 
reference.

Exhibit Number       Title of Exhibit

     3.1        Articles of Incorporation filed with the Colorado 
                Secretary of State on March 3, 1986 (2)

     3.1(a)     Articles of Amendment to Articles of Incorporation 
               (2)

     3.3        Bylaws (2)

-19-
<PAGE>
     10.1(b)   Professional Services Contract between Clancy 
               Systems International, Inc. and the City of 
               Oklahoma dated June 14, 1989 (4)

     10.2      Extension Agreement between Clancy Systems 
               International, Inc. and the City of Oklahoma dated  
               June 20, 1990 (5)

     10.6      Indemnification Agreements between the Registrant 
               and Robert M. Brodbeck, Stanley J. Wolfson and 
               Lizabeth M. Wolfson dated February 26, 1987 (1)

     10.12     Indemnity Agreements between Registrant and 
               Stanley J. Wolfson, Robert M. Brodbeck, Mark G. 
               Lawrence and Lizabeth M. Wolfson (3)

     10.24    Service Agreement between Clancy Systems 
              International, Inc. and the City of Berkeley, 
              California dated September 1, 1989 (4)

     10.25    Agreement between Clancy Systems International,
              Inc. and the Town of Cicero dated February 13, 1996.

----------
(1)  Incorporated by reference from exhibit 2.1 filed with the 
     Registrant's current report on Form 8-K dated February 26, 
     1987.

(2)  Incorporated by reference from the like numbered exhibits 
     filed with the Registrant's Registration Statement on Form 
     S-18, SEC File No. 33-4882-D.

(3)  Incorporated by reference from the like numbered exhibits
     filed with the Registrant's Annual Report on Form 10-K for
     the year ended September 30, 1987.

(4)  Incorporated by reference from the like numbered exhibits
     filed with the Registrant's Annual Report on Form 10-K for
     the year ended September 30, 1989. 

(5)  Incorporated by reference from the like numbered exhibits
     filed with the Registrants Annual Report on Form 10-K for 
     the year ended September 30, 1990.

     (b)  Reports on Form 8-K.  During the last quarter of the
          period covered by this report the Registrant filed no
          reports on form 8-K.
-20-
<PAGE>
    SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO 
SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES 
PURSUANT TO SECTION 12 OF THE ACT.

      None.











































-21-
<PAGE>
SIGNATURES


     In accordance with the requirements of Section 13 or 15(d) 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.


                               CLANCY SYSTEMS INTERNATIONAL, INC.




                               By  /s/ Stanley J. Wolfson
                               Stanley J. Wolfson, President


Date:  January 13, 1997

     In accordance with the requirements of the Securities Exchange Act of 
1934, this report has been signed below by the following persons on behalf of 
the Registrant and in the capacities and on the dates indicated.


Date:  January 13, 1997            /s/ Stanley J. Wolfson
                                   Stanley J. Wolfson, President, 
                                   Chief Executive Officer and a
                                   Director


Date:  January 13, 1997            /s/ Robert M. Brodbeck 
                                   Robert M. Brodbeck, Chairman of 
                                   the Board of Directors and 
                                   Director


Date:  January 13, 1997             /s/ Lizabeth M. Wolfson
                                   Lizabeth M. Wolfson, Secretary- 
                                   Treasurer and Chief Financial
                                   and Chief Accounting Officer

Date:  January 13, 1997             /s/ Mark G. Lawrence
                                    Mark G. Lawrence, Director




-22-
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors and Shareholders
Clancy Systems International, Inc.
We have audited the balance sheet of Clancy Systems International, Inc. as of 
September 30, 1995 and 1996, and the related income statements, stockholders' 
equity, and cash flows for the years then ended.  These financial statements 
are the responsibility of the Company's management.  Our responsibility is to 
express an opinion on these financial statements based upon our audits.  
We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audits to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement.  An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements.  
An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall 
financial statement presentation.  We believe that our audits provide a 
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in 
all material respects, the financial position of Clancy Systems 
International, Inc. at September 30, 1995 and 1996, and the results of its 
operations and its cash flows for the years then ended, in conformity with 
generally accepted accounting principles.  
Denver, Colorado
November 11, 1996,                          CAUSEY DEMGEN & MOORE INC.
     except for Note 11 
     as to which date is 
     December 5, 1996










F-1
<PAGE>

CLANCY SYSTEMS INTERNATIONAL, INC.
  BALANCE SHEET
September 30, 1995 and 1996

ASSETS
                                                  1995          1996   
Current assets:
  Cash, including interest bearing
     accounts of $166,616 (1995) 
     and $52,391 (1996)                        $  236,404      90,510
  Accounts receivable                             175,281     286,931
  Inventories (Note 2)                            178,154     190,255
  Investment in contract, net 
    (Notes 8 and 11)                                          376,028
  Income taxes refundable                           12,000        720
    Deferred tax asset (Note 5)                      5,000     12,000
                                                -----------    -------
      Total current assets                         606,839    956,444

Furniture and equipment, at cost:
  Office furniture and equipment                    98,278    185,245
  Equipment under service contracts 
     (Note 8)                                    1,207,529  1,276,677
                                                  ---------   ---------
                                               1,305,807  1,461,922 
Less accumulated depreciation                    848,617    955,371
                                                  ---------  --------
  Net furniture and equipment                      457,190    506,551
Other assets:
  Deposits and other                                19,947     44,810
  Software licenses                                 16,882     16,882
     Software development costs                    205,692    201,919
                                                    -------    -------
                                                    242,521   263,611
                                    
     Less accumulated amortization                  147,237     114,869
                                                    -------     -------
       Net other assets                              95,284     148,742
                                                   --------    --------
                                                 $1,159,313  $1,611,737
                                                  ==========  ==========
See accompanying notes.
F-2
<PAGE>

CLANCY SYSTEMS INTERNATIONAL, INC.
BALANCE SHEET
September 30, 1995 and 1996

LIABILITIES AND STOCKHOLDERS' EQUITY

                                                    1995       1996   
Current liabilities:
      Note payable - bank (Note 4)           $       -     $  393,000
      Accounts payable	                               -         15,046
      Other accrued expenses                         -          2,286
      Warranty reserve	                             7,300        4,000
  Deferred revenue                                62,521        76,121
                                                  ------        ------
          Total current liabilities               69,821       490,453

Deferred tax liability (Note 5)                    9,000        24,000
Commitments and contingencies 
      (Notes 7 and 11)
Stockholders' equity:
      Preferred stock, $.0001 par value; 
         100,000,000 shares authorized, 
         none issued                                   -             -
      Common stock, $.0001 par value;
         800,000,000 shares authorized,
         336,889,149 shares issued and 
         outstanding                               33,689      33,689
      Additional paid-in capital                1,030,674   1,030,674
      Retained earnings (deficit)                  16,129      32,921
                                                ---------    --------
         Total stockholders' equity             1,080,492   1,097,284
                                                ---------   ---------
                                               $1,159,313  $1,611,737
                                               ==========  ==========










See accompanying notes.
F-3
<PAGE>
   CLANCY SYSTEMS INTERNATIONAL, INC.
    INCOME STATEMENT
                 For the Years Ended September 30, 1995 and 1996

                                                  1995          1996   
Revenues:
  Sales                                       $  241,716      $172,532
  Service contract income 
    (Notes 8 and 9)                              966,564     1,046,692
  Parking ticket collections (Note 8)                  -       604,002
                                                 -------     ---------
    Total revenues                             1,208,280     1,823,226
                                               =========     =========
Costs and expenses:
  Cost of sales                                  102,981        82,566
  Cost of services (Note 3)                      512,898       531,857
  Cost of parking ticket collections 
     (Note 8)                                          -       644,982
  General and administrative                     432,785       465,474
  Research and development                        51,222        54,303

     Total costs and expenses                  1,099,886      1,779,182
                                               ---------      ---------   
Income  from operations                          108,394         44,044
Other income (expense):
  Interest income                                  5,370        4,775
  Interest expense                                  (206)      29,027)
                                             -----------   -----------
     Total other income (expense)                   5,164     (24,252)
                                            -----------   -----------
Provision for income taxes (Note 5):
  Current expense                                   9,040      (5,000)
  Deferred expense                                  4,000        8,000
                                              -----------   ----------
     Total income tax expense                      13,040        3,000
                                              -----------   ----------
Net income                                     $  100,518   $   16,792
                                            -----------   -----------
Net income per common share 
  (Note 6)                                      $       *    $        *

*less than $.01 per share


See accompanying notes.
F-4
<PAGE>
                                     CLANCY SYSTEMS INTERNATIONAL, INC.

                                        STATEMENT OF STOCKHOLDERS' EQUITY
    For the Years Ended September 30, 1995 and 1996          
<TABLE>
<CAPTION>
                                                             Additional                   Retained 
                                           Common Stock        paid-in       Treasury      earnings 
                                         Shares     Amount     capital        stock       (deficit)
<S>                                      <C>          <C>         <C>             <C>         <C>
Balance, September 30, 1994         344,118,693    $34,412   $1,030,674      $  (723)    $(84,389)
Retirement of treasury stock 
   (Note 10)                         (7,229,544)     (723)          -            723            -
Net income for the year ended                 -         -           -              -      100,518
   September 30, 1995              ------------   --------  -----------       -------     --------  
Balance, September 30, 1995         336,889,149     33,689     1,030,674           -       16,129
Net loss for the year ended 
September 30, 1996                            -          -            -            -       16,792
                                    -----------     -------    ---------        -----    ---------
Balance, September 30, 1996          336,889,149     33,689    1,030,674            -    $  32,921
                                     ===========     ======    =========         =====    =========
</TABLE>

See accompanying notes.
               F-5
<PAGE>


CLANCY SYSTEMS INTERNATIONAL, INC.
STATEMENT OF CASH FLOWS
For the Years Ended September 30, 1995 and 1996           
                                                    1995          1996   
Cash flows from operating activities:
      Net income                                  $100,518     $ 16,792
  Adjustments to reconcile net income 
      to net cash provided by 
      operating activities:
        Depreciation and amortization               229,579     634,547
        Deferred income tax expense                   4,000       8,000
        Decrease (increase) in accounts 
         receivable                                 137,729    (111,650)
        Increase in inventories                     (24,938)    (12,101)
        Decrease (increase) in income 
         taxes refundable                           (12,000)     11,280
        Increase (decrease) in accounts 
         payable                                     (7,580)     15,046
        Decrease in accrued expenses                 (1,700)   (1,014)
        Increase (decrease) in deferred 
         revenue                                     23,259)     13,600
        Loss on disposal of assets                      797       7,284
                                                   --------     --------
         Total adjustments                          302,628     564,992
                                                   --------     --------
           Net cash provided by 
             operating activities                   403,146     581,784
Cash flows from investing activities:
  Acquisition of furniture and 
    equipment - net                                (160,828)   (282,914)
  Increase in software licenses and 
    software development costs                      (26,027)    (69,101)
  Investment in contract                                  -    (750,000)
  Decrease (increase) in deposits and 
    other assets                                     18,055     (24,863)
  Proceeds from sales of fixed assets                16,883       6,200
                                                    -------     --------
     Net cash used in investing 
       activities                                  (151,917)  (1,120,678)
Cash flows from financing activities:
  Payments on notes payable - related party         (22,530)           -
  Proceeds from notes payable - bank                      -      650,000
  Payment on notes payable - bank                   (37,000)    (257,000)
  Net cash provided by (used in) 
	financing activities                           (59,530)    393,000
                                                    -------      --------
(Continued on following page)
See accompanying notes.
F-6
<PAGE>
CLANCY SYSTEMS INTERNATIONAL, INC. 
  INCOME STATEMENT
For the Years Ended September 30, 1995 and 1996
                       (Continued from preceding page)
                                                   1995       1996   
Increase (decrease) in cash                      191,699     (145,894)
Cash and cash equivalents at 
  beginning of year                               44,705      236,404
                                                 -------     --------
Cash and cash equivalents at 
  end of year                                   $236,404   $   90,510
                                                --------   ----------
Supplemental disclosure of cash flow information:
                                                   1995      1996   
  Cash paid during the year 
     for interest                              $    206   $   29,027
                                               --------    ---------
  Cash paid (refunded) during the 
    year for income taxes                      $ 21,040   $  (16,599)
                                                --------   ----------
Depreciation and amortization expense is allocated as follows:

  Cost of services                             $224,980      256,684
  General and administrative                      4,599       3,891
  Cost of parking ticket collections                  -     373,972
                                               --------     -------
                   
                                               $229,579  $  634,547
                                               ========   ==========
	











See accompanying notes.
F-7
<PAGE>
 
                     CLANCY SYSTEMS INTERNATIONAL, INC.
                        NOTES TO FINANCIAL STATEMENTS 
                        September 30, 1995 and 1996  
           
1.  Organization and summary of significant accounting policies

Organization:

The Company was organized in Colorado on June 28, 1984.  The Company is in 
the business of developing and marketing ticket writing systems and rental 
car return systems.  The Company's revenues are derived primarily from 
cities, universities and car rental companies throughout the United States, 
Canada and England.

Use of estimates:

The preparation of financial statements in conformity with generally accepted 
accounting principles requires management to make estimates and assumptions 
that affect the reported amounts of assets and liabilities and disclosure of 
contingent assets and liabilities at the date of the financial statements and 
the reported amounts of revenues and expenses during the reporting period.  
Actual results could differ from those estimates.

Accounts receivable:

No provision for doubtful accounts was deemed necessary at September 30, 1995 
or 1996.

Inventories:

Inventories are carried at the lower of cost (first-in, first-out) or market.  
Inventory costs include materials, labor and manufacturing overhead.  
Inventories consist primarily of computer and printer parts and supplies and 
are subject to technical obsolescence.

Computer software:

Costs incurred to establish the technological feasibility of computer 
software are research and development costs, which are charged to expense as 
incurred.  Software development costs incurred subsequent to establishment of 
technological feasibility are capitalized and subsequently amortized based on 
the greater of the straight line method over the remaining estimated economic 
life of the product (generally five years) or the estimate of current and 
future revenues for the related software product.  Amortization expense for 
the years ended September 30, 1995 and 1996 amounted to $36,856 and $35,759, 
respectively.  Unamortized computer software development costs amounted to 
$84,448 and $117,761 at September 30, 1995 and 1996, respectively.
F-8
<PAGE>
 CLANCY SYSTEMS INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
September 30, 1995 and 1996    
                  
1.  Organization and summary of significant accounting policies (continued)

Furniture and equipment:

Furniture and equipment are stated at cost.

Depreciation is provided by the Company on an accelerated method
over the assets' estimated useful lives of five years.  Property
and equipment consists primarily of computers and printers which are
subject to technical obsolescence.
Sales and retirements of depreciable property are recorded by removing 
the related cost and accumulated depreciation from the accounts.  Gains
and losses on sales and retirements of property are reflected in results 
of operations.

Other assets:

Software license agreements are being amortized over a five-year period,
the period estimated by management to be benefitted.

Research and development costs:

Company funded research and development costs are charged to
expense as incurred.

Revenue recognition:

Revenue derived from professional service contracts on equipment and 
support services is included in income as earned over the contract 
term; related costs consist mainly of depreciation, supplies and sales 
commissions.

The Company defers revenue for equipment and services under service contracts 
that are billed to customers on a quarterly, semi-annual,
annual or other basis.

Revenue from the issuance of parking tickets is recognized on a
cash basis when received.

Income taxes:

The Company accounts for income taxes under Statement of Financial
Accounting Standards No. 109 ("FASB No. 109").  Temporary differences 
are differences between the tax basis of assets and liabilities and their 
reported amounts in the financial statements that will result in taxable
 or deductible amounts in future years. The Company's temporary differences 
consist primarily of tax operating loss carryforwards, depreciation 
differences and capitalized section 263A costs (see Note 5).

F-9
<PAGE>


CLANCY SYSTEMS INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
 September 30, 1995 and 1996

1.  Organization and summary of significant accounting policies 
(continued)

Cash equivalents:

For purposes of the statement of cash flows, the Company considers
all highly liquid debt instruments purchased with a maturity of
three months or less to be cash equivalents.

Fair value of financial instruments:

All financial instruments are held for purposes other than trading. 
The following methods and assumptions were used to estimate the fair value of 
each financial instrument for which it is practicable to estimate that value.

For cash, cash equivalents and note payable, the carrying amount is assumed 
to approximate fair value due to the short-term maturities of these 
instruments.

Concentrations of credit risk:

Financial instruments which potentially subject the Company to concentrations 
of credit risk consist principally of cash and trade receivables.  The 
Company places its cash with high quality financial institutions.  At times 
during the year, the balance at any one financial institution may exceed FDIC 
limits.

The Company provides credit, in the normal course of business, to customers 
throughout the United States, Canada and England.  The Company performs 
ongoing credit evaluations of its customers.  A significant portion of the 
Company's revenues are derived from contracts with universities, car rental 
companies and municipalities.

2.  Inventories
    Inventories consist of the following at September 30:
                                            1995           1996 
           Finished goods                $  8,800       $      -
           Work in process                  2,587          9,380
           Purchased parts and supplies   166,767        180,875
                                          -------        -------
                                         $178,154       $190,255
                                         --------       --------


F-10
<PAGE>


CLANCY SYSTEMS INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

September 30, 1995 and 1996	
	               
3.  Related party transactions

The Company pays a 10% sales commission to an officer and director of the 
Company for gross sales (excluding supplies) to The Hertz Corporation.  For 
the years ended September 30, 1995 and 1996, commissions of $8,351 and $6,320 
have been paid under this agreement, respectively.

4.  Note payable - bank

On March 22, 1996, the Company executed a three month promissory note for 
$650,000 secured by personal guarantees of three officers of the Company.  
The note bears interest at 9.75% and was originally due on June 25, 1996.  
The Company has extended the maturity date on the remaining balance to 
December 25, 1996.

5.  Income taxes

Prior to September 30, 1993 and in 1996, the Company incurred net operating 
losses which may be carried forward to offset future taxable income. The net 
operating loss carryforward for Federal income tax purposes is approximately 
$15,000 at September 30, 1996 which, if not used, expires in the year 2011.

The book to tax temporary differences resulting in deferred tax
assets and liabilities are primarily net operating loss 
carryforwards, depreciation differences and capitalized section 263A costs 
for tax purposes.

As of September 30, 1995 and 1996, total deferred tax assets, liabilities and 
valuation allowance are as follows:
                                                     1995       1996  
           Deferred tax assets                   $  3,000    $ 31,000
           Deferred tax assets resulting 
             from loss carryforward                 2,000      10,000
           Deferred tax liabilities                (9,000)    (53,000)
           Valuation allowance                          -           -
                                                  -------     --------

                                                 $ (4,000)   $(12,000)
                                                  --------    --------

During the year ended September 30, 1995, the Company utilized net 
operating loss carryforwards of approximately $121,000 to offset
current taxable income, resulting in current tax benefits of $31,000.

F-11
<PAGE>
CLANCY SYSTEMS INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

    September 30, 1995 and 1996	

6.  Net income per common share

Net income per common share is based on the weighted average number of shares 
outstanding during the years,  336,889,149 shares.

7.  Lease agreements - as lessee

The Company leases office space under a 24 month lease and manufacturing 
space under a 12 month lease, which commenced on June 1, 1996 and August 1, 
1996, respectively.  The office and manufacturing rental rates are $1,310 and 
$475 per month, respectively.  Total rent expense for the years ended 
September 30, 1995 and 1996 amounted to $20,910 and $21,414, respectively.

The future minimum lease payments under these obligations are as
follows:

     Year ending September 30,                   Amount 
               1997                             $15,714   
               1998                              10,476
                                                -------
                                                $26,190
                                                -------

8.  Professional service contracts 

The Company provides equipment and support services under 12 month 
professional service contracts.  At September 30, 1996, all of the 
contracts contained cancellation provisions requiring notice of 30
days or less.

The cost of the equipment provided in the contracts and related accumulated 
depreciation are as follows at September 30: 
                                             1995            1996   
       Equipment under service contracts  $1,207,529     $1,276,677
       Less accumulated depreciation        (765,929)      (839,213)
                                           ---------      ----------
                                          $  441,600      $ 437,464
                                          ----------      ---------

Agreement with the Town of Cicero, Illinois:

     On February 15, 1996, the Company entered into a three year
agreement with the Town of Cicero, Illinois, whereby the Company
issued all parking tickets for the City and provided collection services for 
those parking tickets issued and all outstanding parking tickets previously 
issued by the City.  As consideration, the Company received all cash receipts 
from tickets issued and previously issued.  The Company

F-12
<PAGE>
CLANCY SYSTEMS INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS 

September 30, 1995 and 1996

8.  Professional service contracts (continued) 

has paid a total of $750,000 for commissions and amounts due to the Town.  
Amounts paid pursuant to the contract are being amortized monthly on a 
straight-line basis over the period of the agreement commencing April 1, 
1996.  Commencing April 1, 1996, the Company has maintained a list of 
receivables of current and prior ticket issuances totaling approximately 
$2,500,000.  The receivables are not reflected on the Company's financial 
statements until the amounts are collected. (see Note 11).

9.  Major customers and export sales

The following table summarizes customers which accounted for over
10% of revenues for the years ended September 30:

              Customer                  1995         1996  
                  A                      11%           *
                  B - a city             11%           *
                  C                      11%           *
                  D - a city              *           33%

  * less than 10% of total revenues

The Company's export sales for the years ended September 30, by geographic 
area, are as follows:
                                       1995         1996  
           Canada                   $ 45,000     $ 86,000
           England                    72,000       61,000
                                    --------      --------
                                    $117,000     $147,000
                                    --------     --------

10. Treasury stock

During 1994, the State of Colorado law relating to the acquisition
of treasury shares by any company was changed.  The new law requires, 
under certain conditions, that shares so acquired constitute authorized 
but unissued shares and not treasury stock. Amounts previously shown as 
treasury stock on the Company's financial statements have been treated 
as retired and allocated to common stock.

11. Subsequent event

Effective December 5, 1996, the contract with the Town of Cicero
has been terminated.
F-13
<PAGE>

CLANCY SYSTEMS INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

September 30, 1995 and 1996

11. Subsequent event (continued)

The Company is currently negotiating to settle certain issues relating to the 
contract including a pro rata return of initial contract acquisition costs to 
the date of the contract termination, as well as other matters wherein the 
Company believes the City has not fulfilled its contractual obligations. The 
Company is unable to predict the outcome of these negotiations.

F-14
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