SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C. 20549

     --------------------------------------------------------------------------


     FORM 10-QSB-QUARTERLY OR TRANSITIONAL REPORT


     (Mark One)

     [X]  QUARTERLY REPORT UNDER  SECTION 13 OR 15(d)  OF THE SECURITIES ACT  OF
          1934

                    For the quarterly period ended January 31, 1997

                                          OR

     [ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
          ACT OF 1934.

                            COMMISSION FILE NUMBER 0-12873
                                                   -------

                                    FIRECOM, INC.

     --------------------------------------------------------------------------
                 (Exact name of Small Business Issuer in its charter)

          New York                                   13-2934531   
     --------------------                        ------------------
     (State or other jurisdiction of        (I.R.S. Employer Identification No.)
     incorporation or organization)

     39-27 59th Street, Woodside, New York               11377
     -------------------------------------               -----
     (Address of principal executive offices)          (zip code)

     Issuer's telephone number, including area code: (718) 899-6100

     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.

          YES  X   NO 
               -     ---

     As of  March 7, 1997, the  Registrant had 4,964,675 shares  of Common Stock
     outstanding.


    <PAGE> 


                                        INDEX
                                        -----

                                                                       PAGE NO.
                                                                       --------


     PART I    FINANCIAL INFORMATION

               Item 1: Financial Statements
                    Consolidated Balance Sheet-January  31, 1997             3-4


                    Consolidated Statements of Income-

                    Three Months and Nine Months Ended
                    January 31, 1997 and 1996                                  5

                    Consolidated Statement of Cash Flows-
                    Nine Months Ended January 31, 1997 and 1996                6

                    Notes to Consolidated Financial Statements               7-8


               Item 2:   Management's Discussion and Analysis
                         of Financial Condition and Results
                         of Operations                                      9-10


     PART II  OTHER INFORMATION                                            10



    <PAGE> 


                            FIRECOM, INC. and SUBSIDIARIES
                            ------------------------------

                              CONSOLIDATED BALANCE SHEET
                                     (unaudited)


                                   JANUARY 31, 1997
                                   ----------------



     ASSETS

     CURRENT ASSETS

          Cash and cash equivalents                         $ 1,999,000
          Accounts receivable, net of 
            allowance for doubtful  
             accounts of $439,000.                            4,382,000
          Inventories                                         1,422,000
          Deferred tax asset                                    438,000
          Prepaid expenses and other                             66,000
                                                            -----------

               Total current assets                         $ 8,307,000
                                                            -----------

     FIXED ASSETS

          PROPERTY, PLANT AND EQUIPMENT,                    $ 1,189,000

            Less:  Accumulated Depreciation & Amortization      662,000
                                                            -----------

              Total Fixed Assets                            $   527,000
                                                            -----------

     OTHER ASSETS

          Product Enhancement                               $   508,000
            Less:  Accumulated Amortization                      421,000
                                                            ------------

              Total Product Enhancement                     $    87,000

          Prepaid Loan Fees                                 $    25,000
                                                            -----------

          Total Other Assets                                $   112,000
                                                            -----------

               TOTAL ASSETS                                 $8,946,000
                                                            ==========

    <PAGE> 

                            FIRECOM, INC. and SUBSIDIARIES
                            ------------------------------

                              CONSOLIDATED BALANCE SHEET
                                     (unaudited)


                                   JANUARY 31, 1996
                                   ----------------


     LIABILITIES AND SHAREHOLDERS' EQUITY

     CURRENT LIABILITIES:

     Current portion of notes payable                  $ 113,000
     Accounts payable                                    497,000
     Accrued expenses                                    865,000
     Income taxes payable                                181,000
                                                       ---------

          Total current liabilities                    $1,656,000
                                                       ----------

     LONG-TERM LIABILITIES:

     Notes payable                                     $  523,000
     Accrued compensation                                 225,000
     Deferred tax liabilities                              63,000
                                                       ---------

          Total Long-Term liabilities                   $  811,000
                                                        -----------
     MANDATORY REDEEMABLE COMMON STOCK                     590,000
                                                       -----------

     SHAREHOLDERS' EQUITY

     Preferred Stock, par value $1; authorized
      1,000,000 shares, none issued                    $        -0-
     Series A Preferred Stock, stated value
      $1,197.50:  Authorized and
       Outstanding:  1,200 shares.                        1,437,000
     Common Stock, par value $.01:
      Authorized 10,000,000 shares.
       Issued:  5,329,005  Outstanding:  4,881,342.         53,000
     Additional Paid-In Capital                          1,680,000
     Retained Earnings                                   3,129,000
                                                         ---------

          Sub-Total                                    $6,399,000
     Less:  Treasury Stock, at cost, 447,663 shares       410,000
                                                       ----------

         Total Shareholders' Equity                    $5,889,000
                                                       ------------

               TOTAL LIABILITIES & EQUITY               $8,946,000
                                                       ============


    <PAGE> 

                            FIRECOM, INC. and SUBSIDIARIES
                            ------------------------------

                          CONSOLIDATED STATEMENTS OF INCOME
                                     (unaudited)


                                  THREE MONTHS ENDED        NINE MONTHS ENDED
                                  ------------------        -----------------
                                      JANUARY 31               JANUARY 31
                                      ----------               ----------

                                  1997          1996         1997       1996
                                  ----          ----         ----       ----
      NET SALES:
       Product                $2,167,000   $2,030,000    $6,525,000 $6,257,000

       Service                 1,580,000    1,622,000     4,871,000  4,753,000
                               ---------    ---------     --------- ----------
           Total Sales         3,747,000    3,652,000    11,396,000 11,010,000
                               ---------    ---------   -----------  ---------


      COST OF SALES:
       Product                 1,278,000    1,075,000     3,647,000  3,580,000

       Service                   825,000      750,000     2,394,000  2,299,000
                                 -------      -------     ---------  ---------
           Total Cost of       2,103,000    1,825,000     6,041,000  5,879,000
           Sales               ---------    ---------     ---------  ---------

      GROSS PROFIT             1,644,000    1,827,000     5,355,000  5,131,000
                               ---------    ---------     --------- ----------

      OPERATING EXPENSES:
      Selling, general and       915,000      893,000     2,911,000  2,649,000
      administrative
      Research and
      development                174,000      161,000       542,000    413,000
                                 -------      -------       -------    -------

           Total operating
           expenses            1,089,000    1,054,000     3,453,000  3,062,000
                               ---------    ---------     ---------  ---------
      INCOME FROM OPERATIONS     555,000      773,000     1,902,000  2,069,000
                               ---------    ---------     ---------  ---------
      OTHER EXPENSES
      Interest                     6,000       22,000        27,000     72,000
      Other                       64,000        2,000       151,000      7,000
                                  ------        -----       -------      -----

           Total Other            70,000       24,000       178,000     79,000
           Expenses               ------       ------       -------     ------
      INCOME BEFORE INCOME       485,000      749,000     1,724,000  1,990,000
      TAX

      INCOME TAX EXPENSE         227,000      346,000       872,000    948,000
      NET INCOME             $   258,000   $  403,000    $  852,000 $1,042,000
                                 =======      =======       ======= ==========

      NET INCOME APPLICABLE
      TO COMMON SHAREHOLDERS  $  226,000   $  371,000    $  765,000 $  945,000
      NET INCOME PER COMMON
      SHARE                   $    .04       $    .07     $   .13     $   .17  
      WEIGHTED AVERAGE
      NUMBER OF SHARES USED
      IN COMPUTING EPS         5,751,000    5,468,000     5,766,000  5,468,000


    <PAGE>

                            FIRECOM, INC. and SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (unaudited)



                                                  NINE MONTHS ENDED
                                                  -----------------
                                                     JANUARY 31
                                                     ----------

                                              1997                  1996
                                              ----                  ----

      CASH FLOWS FROM OPERATING
      ACTIVITIES:

      Net income                       $  852,000           $1,042,000
                                       ----------           ----------

      Adjustments to reconcile net
       income to net cash provided
      by (used in) operating
      activities:

      Depreciation and amortization        73,000               59,000
      Provision for doubtful              120,000              199,000
      accounts

      Deferred income tax credits              -0-                  -0-
      Changes in operating assets
      and liabilities:
      (Increase) in accounts             (785,000)            (452,000)
       receivable,
      (Increase) in inventories          (270,000)            (134,000)
      (Increase) in other current          (9,000)             (16,000)
      and noncurrent assets
      (Increase/(Decrease) in              (9,000)             154,000
      accounts payable, accr. exp. 
       & other				----------            ----------
           Total adjustments             (880,000)            (190,000)
                                         --------              -------

      NET CASH PROVIDED BY (USED IN)
      OPERATING ACTIVITIES                (28,000)             852,000
                                         --------              -------
      CASH FLOWS FROM INVESTING
      ACTIVITIES:

      Capital expenditures               (125,000)             (72,000)
                                         --------             --------
      CASH FLOWS FROM FINANCING
      ACTIVITIES:

      Repayment of debt                  (100,000)            (441,000)
      Purchase of treasury shares              -0-            (175,000)

      Proceeds from stock issue            87,000               87,000
                                         --------             --------
      NET CASH USED IN FINANCING          (13,000)            (529,000)
      ACTIVITIES:                        --------            ---------
      NET INCREASE/(DECREASE) IN         (166,000)            (251,000)
      CASH

      CASH:
           Beginning of year            2,165,000            1,704,000
                                        ---------            ---------
           End of nine months          $1,999,000           $1,955,000
                                       ==========           ==========

  <PAGE> 


                            FIRECOM, INC. and SUBSIDIARIES
                           -------------------------------

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                     (unaudited)


     NOTE 1: ACCOUNTING POLICIES:

     The accounting policies followed by  the Company are set forth in Note 1 of
     the Company's financial statement on Form 10-KSB for the fiscal year  ended
     April 30, 1996.
     In the  opinion  of  management  the  accompanying  consolidated  financial
     statement contains the necessary adjustments, all  of which are of a normal
     and recurring nature,  to present fairly Firecom Inc.'s  financial position
     at January 31, 1997 and  the results of operations  for the three and  nine
     months  ended January 31, 1997 and 1996 and statement of cash flows for the
     nine months ended January 31, 1997 and 1996.


     NOTE 2: INVENTORIES

     Inventories consist of the following at January 31, 1997:

           Raw materials and sub-assemblies                      $1,366,000
           Work-in-process                                           56,000
                                                                 ----------
                                                                 $1,422,000
                                                                 ==========

     NOTE 3: PROPERTY, PLANT AND EQUIPMENT

     Property, plant and equipment consist of the following at January 31, 1997:

           Building improvements                                 $  254,000
           Machinery and equipment                                  595,000
           Furniture and fixtures                                   340,000
                                                                 ----------
                                                                 $1,189,000
          Less accumulated depreciation and amortization                    
             							    662,000
                                                                 ----------
                                                                 $  527,000
                                                                 ==========

     NOTE 4: NOTES PAYABLE

          The Company's long-term debt consists  of the following at January 31,
          1997:

          Notes payable to banks and other:
           First mortgage note payable                           $  390,000
           Other note payable                                       246,000
                                                                 ----------
                                                                 $  636,000
          Less current portion                                      113,000
                                                                 ----------
                                                                 $  523,000
                                                                 ==========

    <PAGE> 

     NOTE 5: INCOME TAXES
          The components of the Company's deferred tax assets and liabilities at
     January 31, 1997 under SFAS 109 are as follows:

                                                      State and
                                         Federal        City          Total
                                         -------      --------        ------
      Deferred Assets:

        Tax benefit attributable to:
        Allowance for doubtful                                      
          accounts                      $91,000        $59,000      $150,000
        Accrued incentive bonuses        95,000         62,000       157,000
        Other (warrants, SARs,                                       131,000
          inventory and other)           80,000         51,000       131,000
                                        -------        -------       --------
                                        266,000        172,000       438,000
        Deferred tax liability, tax
          depreciation in excess of                                  
          book depreciation             (38,000)       (25,000)      (63,000)
                                        -------        -------       --------
                                       $226,000       $147,000      $375,000
                                      =========       ========      ========

     NOTE 6: STOCKHOLDERS' EQUITY TRANSACTIONS

     As a result of prepaying convertible notes  on July 8, 1994, the rights  to
     purchase 1,333,333 shares of common stock were converted to warrants  at an
     exercise price of $.35 per share.  The warrants are exercisable immediately
     with 83,333 shares expiring quarterly through  March, 1999.  As of  January
     31, 1997, warrants for 583,331 shares were exercised.

     On June 21, 1995 the Company  signed a Stock Purchase Agreement to purchase
     536,494 shares of the Company's $.01 par value common stock held by certain
     members of the May family (the  shareholders ) at $.90 per share.  Terms of
     the agreement provided for a cash  payment in the amount of $174,448 and  a
     five (5) year note in  the amount of $308,397, bearing interest  at 12% per
     annum.  Interest is  payable monthly.  The principal is to  be paid in five
     equal annual installments  of $61,679.   The purchase of  these shares  was
     completed  on July 18,  1995.  The  Company's obligation under  the note is
     secured by a pledge by  the Company to the noteholder of 342,663  shares of
     the Company's common stock.

     At  the same time, the Company and  the Shareholders entered into an Option
     and  Escrow Agreement  relative  to an  additional  536,495 shares  of  the
     Company's common  stock (the  "Option Shares").   Under the  terms of  this
     agreement, on September 1,  1998 the Shareholders have  the right, but  not
     the obligation,  to require the company  to purchase, in whole  or in part,
     their Option Shares (the "Put Option") at a price  of $1.10 per share.  The
     Put Option  is  conditional  upon the  Company  meeting  certain  financial
     targets.   At any  time under  this agreement, the  Company shall  have the
     right,  but not the  obligation, to purchase  all of the  Option Shares, in
     whole  or in part,  (the "Call Option")  at a  purchase price of  $1.25 per
     share.   Payment for  the Put Option  or the Call Option  shall be one-half
     (1/2) in cash and one-half (1/2) with a five (5) year note bearing interest
     at  prime plus  3%.   Upon execution  of this  agreement, the  Shareholders
     delivered to the  Company irrevocable  proxies to permit  Mr. Paul  Mendez,
     Chairman of  the Company, to vote the Option Shares until the expiration of
     this agreement.

     NOTE 7: COMMITMENTS AND CONTINGENCIES:

     On  December 31,  1992, the  Company entered  into an  employment agreement
     ("agreement") with the Chairman of the Company, which was amended on  March
     28,  1995, providing for base salary plus incentive compensation and fringe
     benefits  as  defined in  the agreement,  through  December 31,  1997.   At
     January   31,  1997,  the   Company  has  accrued   $194,000  of  incentive
     compensation and $102,000 of accrued fringe benefits.


    <PAGE> 

       MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                                      OPERATIONS
                                     (unaudited)
      --------------------------------------------------------------------------

     LIQUIDITY

     Net  cash from  operations declined by  $28,000 for  the nine  months ended
     January  31,   1997  reflecting   increases  in  accounts   receivable  and
     inventories  (to  support the  higher level  of  business) and  declines in
     accounts  payable and accrued expenses.   The Company's revolving financing
     agreement with a  major New York bank,  dated July 8, 1994, was  amended on
     April 1, 1996.  This  amendment provided the Company with a  revolving line
     of credit not to exceed $2 million (there was no outstanding balance as  of
     January 31,  1997) and a first mortgage note  of $429,000 at April 30, 1996
     (the balance was $390,000 as  of January 31, 1997).  These  loan facilities
     are  collateralized by  all  of the  Company's assets  and  are subject  to
     certain covenants, including a  restriction on the payment of  common stock
     dividends at any time and the payment of preferred dividends until April 1,
     1999.    As of  January   31,  1997,  preferred dividends  in  arrears were
     approximately $844,000.

     Availability of funds under the terms of revolving line of  credit is based
     on  eligible accounts receivable and inventory.  The initial commitment for
     $2 million, under  the terms of the  note, is reduced by $500,000  each six
     months commencing on October 1, 1999.  

     Management  believes  that it  will be  able  to maintain  adequate working
     capital and cash balances to meet its current needs.


     RESULTS OF OPERATIONS

     Consolidated sales and  net income for the  quarter ended January 31,  1997
     were  $3,747,000 and  $258,000 respectively as  compared to  $3,652,000 and
     $403,000  for the  three months  ended  January 31,  1996.   Over the  same
     period,  Product sales (life safety  and other electronic  systems for high
     rise buildings) were  6.7% higher than  the same period  in 1996.   Service
     sales were 2.6% lower  for the three months ended January   31, 1997 versus
     the same period in 1996.  

     Consolidated sales  and net income for  the nine months ended  January  31,
     1997 were $11,396,000 and $852,000  respectively as compared to $11,010,000
     and $1,042,000 for the nine months ended January  31, 1996.   Over the same
     period, Product sales were 4.3% higher  than 1996.  Service sales were 2.5%
     higher for the nine months ended January 31, 1997 versus the same period in
     1996.  Fire Controls generated 47% of total revenues, Fire  Service 29% and
     FRCM Case-Acme 24%.

     The  Company's  backlog  for its  life  safety  and  other systems  totaled
     $2,501,000 at January 31, 1997 as compared to $2,839,000 at April 30, 1996.
     The backlog for FRCM Case-Acme was $402,000 (for additions and retrofits to
     its systems) at January 31, 1997 compared with a level of $339,000 on April
     30,  1996.  Despite the depressed economic condition and highly competitive
     nature  of  the  New  York  market,  demand  for  the  Company's  system's.
     especially in the retrofit  area, and for its maintenance  services remains
     steady.

     Operating income for  the nine months ended January 31, 1997 was $1,902,000
     as compared to $2,069,000 for the nine months ended January 31, 1996.  As a
     percentage  of  revenue, the  operating income  for  the nine  months ended
     January 31, 1997 was 17% versus 18% in 1996.  

     Significant changes in balance sheet  items from April 30, 1996  to January
     31, 1997 are highlighted as follows:

          1:  Increases in accounts receivable  resulted from a  higher level of
          sales and  slower collections primarily in the  Fire Controls Division
          due to a change in mix of business.  

          2:  Inventories  increased  as   a  result  of  stocking  requirements
          primarily due  to the change in  mix of business in  the Fire Controls
          Division.

    <PAGE> 

          3: The reduction in debt resulted from scheduled payments.


     PART 11

     Item 1: Legal Proceedings -None

     Item 4: The Annual Meeting of Shareholders of the Company was held on
          November 13, 1996.  The only matter  voted upon at the meeting was the
          election  of directors.    The three  nominees for  the 1998  class of
          directors  were  elected  without  opposition.   Orhan  I.  Sadik-Khan
          received 3,242,516  votes and Ronald A. Levin and Harry B. Levine each
          received 3,241,516 votes with 1,000 shares withheld.

     Item 6: Exhibits and Reports on Form 8-K -None



                                             SIGNATURES



                                             Firecom, Inc.
                                             -------------

     Dated:    March 13, 1997 			/s/ Paul Mendez
             ____________________          __________________________
                                             Paul Mendez
                                             Chairman of the Board
                                             President and Chief Executive
					     Officer

						/s/ Williamn J. Lazich 
                                             _________________________
                                             William J. Lazich
                                             Vice President-Finance and
                                             Chief Financial Officer


    <PAGE> 

                                    EXHIBIT INDEX


     Exhibit			
     _______


     EXHIBIT 27 		FINANCIAL DATA SCHEDULE