SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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              January 31, 1997
                                                        ----------------

 [   ]   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 0-13284

                               V BAND CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           New York                                           13-2990015
-------------------------------                           -------------------
(State or other jurisdiction of                            (IRS Employer
incorporation or organization)                            Identification No.)


                   565 Taxter Road, Elmsford, New York 10523
              ----------------------------------------------------
              (Address and zip code of principal executive office)


                                 (914) 789-5000
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


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 (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 [   ]


The number of shares of Common Stock  outstanding,  as of January 31, 1997,  was
5,328,303 shares.
<PAGE> 
                               V BAND CORPORATION
                           FORM 10-Q QUARTERLY REPORT
                   FOR THE THREE MONTHS ENDED JANUARY 31, 1997




                                TABLE OF CONTENTS

                                                   
                          PART I. Financial Information

Item 1.        Financial Statements

                Consolidated  balance sheets at January 31, 1997 (unaudited) and
                    October 31, 1996

                Consolidated statements of operations for the three months ended
                    January 31, 1997 and 1996 (unaudited)

                Consolidated statements of cash flows for the three months ended
                    January 31, 1997 and 1996 (unaudited)

                Notes to consolidated financial statements (unaudited)

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



SIGNATURES   
<PAGE>
<TABLE>
<CAPTION>
                          V BAND CORPORATION AND SUBSIDIARIES
                              CONSOLIDATED BALANCE SHEETS
                         JANUARY 31, 1997 AND OCTOBER 31, 1996
                             (in 000's, except share data)

                                                            January 31,    October 31,
                                                               1997           1996
                                                              --------      --------
                ASSETS                                      (unaudited)
<S>                                                           <C>           <C>
Current Assets:
Cash and cash equivalents ...............................     $    967      $  2,258
Accounts receivable, less allowance for doubtful
            accounts of $384 in 1997 and $381 in 1996 ...        6,481         6,737
Inventories, net ........................................        8,334         7,798
Deferred tax asset.......................................          700           700
Prepaid expenses and other current assets................          419           680
                                                              --------      --------
                         Total current assets ...........       16,901        18,173
                                                              --------      --------

Fixed Assets:
Furniture, fixtures, equipment and leasehold improvements        9,639         9,701
Less: Accumulated depreciation and amortization .........       (8,679)       (8,591)
                                                              --------      --------
                         Total fixed assets .............          960         1,110
                                                              --------      --------

Other Assets ............................................        2,625         2,759
                                                              --------      --------

            TOTAL ASSETS ................................     $ 20,486      $ 22,042
                                                              ========      ========

            LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Short-term debt .........................................     $    200      $
Accounts payable ........................................        2,716         3,196
Accrued wages............................................          703           973
Customer deposits .......................................        1,585         1,773
Other accrued expenses ..................................        1,001         1,612
                                                              --------      --------
                         Total  current liabilities .....        6,205         7,554
                                                              --------      --------

<PAGE>
<CAPTION>
                          V BAND CORPORATION AND SUBSIDIARIES
                              CONSOLIDATED BALANCE SHEETS
                         JANUARY 31, 1997 AND OCTOBER 31, 1996
                             (in 000's, except share data)

                                                             January 31,    October 31,
                                                               1997           1996
                                                             --------      --------
                                                             (unaudited)
<S>                                                           <C>           <C>
Shareholders' Equity:
Common stock,  $.01 par value; authorized  20,000,000 shares
       issued 7,047,625 in 1997 and 7,042,492 in 1996.......        70            70
Capital in excess of par value .............................    19,783        19,776
Retained earnings ..........................................     6,068         6,242
Cumulative translation adjustment...........................       128           168
                                                              --------      --------
                                                                26,049        26,256
Less - Treasury stock, at cost; 1,719,322 shares ...........   (11,768)      (11,768)
                                                              --------      --------
                             Total shareholders' equity ....    14,281        14,488
                                                              --------      --------

                TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY .  $ 20,486      $ 22,042
                                                              ========      ========


                     See notes to consolidated financial statements 
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                       V BAND CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
        FOR THE THREE MONTHS ENDED JANUARY 31, 1997 AND 1996 (unaudited)
                        (in 000's, except per share data)
                                     



                                                           1997           1996
                                                         -------        -------- 
<S>                                                      <C>            <C>
Sales
       Equipment .................................       $ 6,106        $ 7,312
       Service ...................................         1,396          1,238
                                                         -------        -------
            Total sales ..........................         7,502          8,550
                                                         -------        -------

Cost of Sales
       Equipment .................................         3,769          4,388
       Service....................................           946            834
                                                         -------        -------
            Total cost of sales ..................         4,715          5,222
                                                         -------        -------

            Gross profit .........................         2,787          3,328
                                                         -------        -------

Operating Expenses
       Selling, general and administrative .......         2,160          2,405
       Research and development...................           795            794
                                                         -------        -------
            Total operating expenses .............         2,955          3,199
                                                         -------        -------
            Operating income (loss)...............          (168)           129
                                                           

Net Investment Income.............................             3             19
                                                              
Other Expense.....................................            (9)           (80)
                                                         =======        =======
            Net income (loss) ....................       $  (174)       $    68
                                                         =======        =======
Per share data
       Net income (loss) .........................       $  (.03)       $   .01
                                                         =======        =======
Weighted average number of shares of common
    stock and common stock equivalents ...........         5,328          5,323
                                                         =======        =======

                 See notes to consolidated financial statements 
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                       V BAND CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
        FOR THE THREE MONTHS ENDED JANUARY 31, 1997 AND 1996 (unaudited)
                                   (in 000's)


                                                                     1997      1996
                                                                  -------    -------
<S>                                                               <C>        <C>
Cash Flows from Operating Activities
     Net income (loss) ........................................   $  (174)   $    68
     Adjustments to reconcile net income (loss) to
         net cash used in operating activities:
         Depreciation .........................................       137        197
         Amortization of other assets .........................       106        113
         Provision for doubtful accounts ......................         3          3
         Provision for inventory reserves .....................        --         25
         Changes in assets and liabilities
              Accounts receivable .............................       253     (1,942)
              Inventories .....................................      (536)       251
              Prepaid expenses and other current assets .......       261        (50)
              Other assets ....................................        52        101
              Accounts payable and other current liabilities ..    (1,548)      (790)
              Foreign currency translation adjustment .........       (40)       (87)
                                                                  -------    -------
                   Net cash used in operating activities ......    (1,486)    (2,111)
                                                                  -------    -------

Cash Flows from Investing Activities
     Sales of marketable securities ...........................                   86
     Capital  expenditures ....................................       (12)       (17)
                                                                  -------    -------
                   Net cash (used in) provided by investing
                   activities .................................       (12)        69

<PAGE>
<CAPTION>
                         V BAND CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
           FOR THE THREE MONTHS ENDED JANUARY 31, 1997 AND 1996 (unaudited)
                                      (in 000's)
                                     (continued)
                                                                     1997      1996
                                                                  -------    -------
<S>                                                               <C>        <C>
Cash Flows from Financing Activities
     Proceeds from short-term debt.............................       200         --
     Proceeds from issuance of common stock ...................         7         --
                                                                  -------    -------
                   Net cash provided by financing activities...       207         --     
                                                                  -------    -------

Net decrease in cash and cash equivalents .....................    (1,291)    (2,042)
Cash and Cash Equivalents, at beginning of period .............     2,258      2,740
                                                                  -------    -------
Cash and Cash Equivalents, at end of period ...................   $   967    $   698
                                                                  =======    =======
Supplementary Disclosures
     Income taxes paid ........................................   $   156    $    65
                                                                  =======    =======
     Interest paid.............................................   $   162    $    --
                                                                  =======    =======  



                    See notes to consolidated financial statements

</TABLE>
<PAGE>
                         V BAND CORPORATION AND SUBSIDIARIES

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                      (in 000's)


Note A -- Basis of Presentation

The accompanying  consolidated  financial  statements  include the accounts of V
Band  Corporation  and  its  wholly-owned  subsidiaries  (the  "Company").   All
significant intercompany balances and transactions have been eliminated. Certain
information and footnote  disclosures  normally included in financial statements
prepared in accordance with generally accepted  accounting  principles have been
condensed or omitted.  These consolidated financial statements should be read in
conjunction with the Company's audited financial  statements for the fiscal year
ended October 31, 1996 as set forth in the Company's annual report on Form 10-K.
In the  opinion of  management,  all  adjustments  (which  include  only  normal
recurring  adjustments)  necessary  to present  fairly the  financial  position,
results  of  operations  and cash  flows at  January  31,  1997 and all  periods
presented have been made.

Note B -- Significant accounting policies

Revenue recognition - Equipment revenue,  which includes equipment and labor for
new system  installations  and  modifications  to  existing  systems at customer
locations,  is  recognized as the product is shipped.  For long-term  contracts,
equipment  revenue is recognized  under the  percentage  of  completion  method.
Service revenue,  which includes  maintenance  contract revenue and repairs,  is
recognized when the service has been completed.

Reclassifications

Certain  prior year amounts have been  reclassified  to conform with the current
period presentation.

Note C -- Inventories

Inventories are summarized as follows:
<TABLE>
<CAPTION>

                                                     January 31,      October 31,
                                                        1997             1996
                                                     --------          --------
<S>                                                  <C>              <C>
Finished goods .............................         $  5,818         $   4,757
Parts and components .......................            4,602             5,144
                                                     --------          --------
                                                       10,420             9,901
Less:  Inventory reserves ..................           (2,086)           (2,103)
                                                     --------          --------
                                                     $  8,334          $  7,798
                                                     ========          ========
</TABLE>
Note D --  Short-Term Debt

In January 1997, the Company borrowed  $200,000 from the Company's  Chairman and
Chief Executive Officer,  payable on demand and bearing 9% interest. The note is
secured by the Company's accounts receivable.
<PAGE>
Note E  -- Income Taxes

As of October 31,  1996,  the  Company's  deferred tax asset of $700 is net of a
valuation  allowance of $4,818 and has available net operating loss carryfowards
for tax return purposes of approximately $8,900 which begin to expire in 2009.

During the first  quarter of 1997,  the Company  settled a New York State income
tax  examination  relating to prior years and paid $320 which includes taxes and
interest. Such amounts were reserved for in the prior years.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
                          (in 000's except per share data)

Results of Operations


Sales for the first  quarter of 1997,  ended  January 31,  1997,  of $7,502 were
$1,048,  or 12%,  lower than the $8,550  reported in the first  quarter of 1996.
Equipment  sales of $6,106 in the first quarter of 1997 decreased by $1,206,  or
16%, from the equipment  sales of $7,312 in first quarter of 1996.  The decrease
in  equipment  sales was  primarily  attributable  to  decrease in sales for the
Company's wholly-owned  subsidiary,  Licom, Inc. and to non-financial customers.
Equipment  sales for Licom were $159 for the first  quarter of 1997  compared to
$823 for the first quarter of 1996, a decrease of $664, or 81%.  Equipment sales
to non-financial customers decreased $1,000 from $1,300 in 1996 to $300 in 1997.
Equipment  sales for V Band's  financial  customers  increased to $5,647 in 1997
from $5,189 in 1996, or a 9% increase. Sales from the Company's service business
increased  to $1,396,  or 13% for the first  quarter of 1997 from $1,238 for the
first quarter of 1996 due to an increase in the Company's maintenance sales.

Gross  profit  margin for the first  quarter of 1997 was 37% compared to 39% for
the first quarter of 1996.  The gross profit margin for the equipment  sales was
38% in the first  quarter of 1997  compared  to 40% for the same period in 1996.
The decrease in the gross profit margin for equipment sales was  attributable to
the decline of Licom sales, which typically  generate higher gross margins.  The
gross profit  margin for service  sales was 32% for the first quarter of 1997 as
compared to 33% for the same period in 1996.

Operating expenses for the first quarter of 1997 were $2,955, or $244 lower than
the  $3,199   reported  for  the  first  quarter  of  1996.  This  decrease  was
attributable  primarily to a reduction in Licom's operating expenses as a result
of decreased  sales.  The Company  recently  announced its intentions to further
reduce Licom's operating  expenses by relocating its operations to the Company's
corporate headquarters.

The net loss  reported in the first  quarter  ended January 31, 1997 was $174 or
$.03 per share compared to a net income of $68 or $.01 per share,  for the first
quarter of 1996. The Company's  Licom  subsidiary  recorded an operating loss of
$195 compared to an operating loss of $9 in the first quarter of 1996. Excluding
Licom's  operating  loss, the Company's net income was $21 for the first quarter
of 1997 as compared  to $77 for the first  quarter of 1996.  The average  shares
outstanding  for the quarter  ended  January 31, 1997  increased to 5,328 versus
5,323 for the same period in 1996.

Financial Condition

The  Company's  aggregate of cash and cash  equivalents  was $967 at January 31,
1997,  a decrease of $1,291 from the  October  31, 1996  balance of $2,258.  The
decline was attributable primarily to an increase in inventory and a decrease in
accounts payable and other current liabilities.

In January 1997, the Company borrowed  $200,000 on a short-term  basis, from the
Company's  Chairman  and  Chief  Executive  Officer.  The  Company  has no other
indebtedness  and  believes it will be able to obtain a credit  facility  which,
together  with other  resources,  would  provide  sufficient  liquidity  to meet
projected requirements.
<PAGE>


                                  V BAND CORPORATION 


SIGNATURES

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



                                              V BAND CORPORATION
                                             --------------------
                                                (Registrant)



Date: March 12, 1997
                                             /s/ Thomas E. Feil
                                             ------------------ 
                                             Thomas E. Feil
                                             Chairman & Chief Executive Officer
                                             (Duly Authorized Officer)



Date: March 12, 1997
                                             /s/ Mark R. Hahn
                                             ---------------- 
                                             Mark R. Hahn
                                             Chief Financial Officer
                                             (Principal Accounting Officer)