FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
(Mark One)

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

     For  the quarterly period ended September 30, 1995

[  ] 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   0-16069

                               SELECTRONICS, INC.
       (Exact name of Small Business Issuer as specified in its charter)

            Delaware                                   41-1464586
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

Two Tobey Village Office Park, Pittsford, New York              14534
(Address of principal executive offices)                      (Zip Code)

                                 (716) 248-9150
               Registrant's telephone number, including area code


              (Former name, former address and former fiscal year,
                         if changed since last report)

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.

__X___ YES        _____ NO


                   APPLICABLE ONLY TO CORPORATE REGISTRANTS:
Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date.

         Class                           Outstanding as of September 30, 1995

Common Stock, $0.01 par value                   112,722,403 shares


<PAGE>


                               SELECTRONICS, INC.
                          CONSOLIDATED BALANCE SHEETS
                        September 30 and March 31, 1995
         (Dollars rounded to nearest thousand, except, per share data)

<TABLE>
<CAPTION>
Assets                                                September 30         March 31
                                                       (Unaudited)         (Audited)
<S>                                                  <C>               <C>
Current assets:
     Cash                                              $    585,000      $     46,000
     Accounts receivable, less allowance for
     doubtful accounts of $9 and $9, respectively           327,000            64,000
     Notes receivable, current position                       6,000           463,000
     Inventories, net                                         5,000             6,000
     Prepaid royalties                                       38,000            42,000
     Escrow account                                          87,000            90,000
     Officer Loan                                           122,000              --
     Other current assets                                    33,000            63,000
                                                       ------------      ------------
         Total current assets                             1,203,000           774,000

Property and equipment, net                                 237,000           100,000
Capitalized software, net of accumulated
   amortization of $9,132 and $8,892, respectively          362,000           434,000
Notes receivable; long term                                 930,000           924,000
                                                       ------------      ------------
Total Assets                                           $  2,732,000      $  2,232,000
                                                       ============      ============

Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
     Notes payable                                     $     92,000      $    100,000
     Shareholder advance                                       --             585,000
     Accounts payable                                       846,000         1,206,000
     Accrued expenses                                       290,000           292,000
     Royalties payable                                      121,000           221,000
                                                       ------------      ------------
         Total current Liabilities                        1,349,000         2,404,000

Term Loan                                                   200,000           200,000
Convertible Notes Payable                                 1,400,000         1,400,000
Deferred revenue                                            800,000         1,200,000
Research and development financing arrangement               80,000           106,000
                                                       ------------      ------------
     Total Liabilities                                    3,829,000         5,310,000

Stockholders' Equity (Deficit):
Common stock, $.01 par value; 125,000,000
     shares authorized; 115,976,416 and 53,508,004
     shares issued, respectively                          1,127,000           503,000
Preferred stock, $1 par value, 5,000,000 shares
     authorized; none and 2,960,854  issued,
     respectively                                              --           2,961,000
Additional paid-in capital                               18,009,000        13,179,000
Accumulated deficit                                     (20,516,000)      (20,004,000)
Treasury stock, 3,254,013 shares, respectively              283,000           283,000
                                                       ------------      ------------
     Total Stockholders' Equity (Deficit)                (1,097,000)       (3,078,000)
                                                       ------------      ------------

Total Liabilities and Stockholder's
     Equity (Deficit)                                  $  2,732,000      $  2,232,000
                                                       ============      ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       2
<PAGE>


                               SELECTRONICS, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
          (Dollars rounded to nearest thousand, except per share data)
                                  (Unaudited)

         For the three and six months ended September 30, 1995 and 1994

<TABLE>
<CAPTION>
                                                   Three Months                           Six Months
                                             1995              1994                1995               1994
<S>                                    <C>                 <C>                <C>                <C>
Royalty revenue                         $     642,000      $     525,000      $   1,040,000      $   1,186,000
Development revenue                            65,000               --              112,000               --
Financing arrangement                           9,000            236,000             27,000            466,000
                                        -------------      -------------      -------------      -------------
     Total Revenues                           716,000            761,000          1,179,000          1,652,000

Cost of revenues                              348,000            209,000            611,000            388,000
                                        -------------      -------------      -------------      -------------

     Gross profit                             368,000            552,000            568,000          1,264,000

Operating expenses:
     Selling, general and
         administrative                       462,000            462,000            871,000          1,082,000
     Research and development                 139,000             87,000            210,000            168,000
                                        -------------      -------------      -------------      -------------
Total operating expenses                      601,000            549,000          1,081,000          1,250,000
                                        -------------      -------------      -------------      -------------
Income (loss) from operations                (233,000)             3,000           (513,000)            14,000

Other income (expense):
     Interest income (expense), net            18,000            (27,000)           (26,000)           (97,000)
     Income tax expense                          --                 --               (6,000)           (41,000)
     Net earnings from sale
        of affiliate                             --            1,867,000               --            1,867,000
     Other expenses                              --              (44,000)              --              (63,000)
                                        -------------      -------------      -------------      -------------
                                               18,000          1,796,000            (32,000)         1,666,000
     Income (loss) before
         extraordinary item                  (215,000)         1,799,000           (545,000)         1,680,000

Extraordinary gain on
     extinguishment of debt                     6,000              9,000             33,000          5,054,000
                                        -------------      -------------      -------------      -------------

Net income (loss)                       $    (209,000)     $   1,808,000      $    (512,000)     $   6,734,000
                                        =============      =============      =============      =============

Net income (loss) per common share:

Primary: Income (loss) before
     extraordinary item:                        (.005)              .035              (.006)              .032
     Extraordinary item                           nil                nil                nil               .097
                                        -------------      -------------      -------------      -------------
     Net Income (Loss)                          (.005)              .035              (.006)              .129
                                        =============      =============      =============      =============

Weighted average shares
     outstanding                          116,898.467         52,106,408         89,428,594         51,893,229

Fully Diluted: Income before
     extraordinary item:                                            .021                                  .019
     Extraordinary item                                              nil                                  .058
                                                           -------------                         -------------
     Net Income                                                     .021                                  .077
                                                           =============                         =============

Weighted average shares
     outstanding                                              87,341,817                            87,128,638
</TABLE>

See accompanying notes to consolidated financial statements.

                                       3
<PAGE>


                               SELECTRONICS, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
     (Dollars rounded to nearest thousand, except share and per share data)
                                  (Unaudited)

              For the six months ended September 30, 1995 and 1994

<TABLE>
<CAPTION>
                                                                          1995          1994
<S>                                                                <C>              <C>
Cash flows from operating activities:
     Net Income (loss)                                                $    (512)     $   6,734
     Adjustments to reconcile net income to cash:
         Depreciation and amortization                                      257            268
         Amortization of deferred credits                                  (400)          (409)
         Issuance of stock for services                                      52              2
         Gain on extinguishment of debt                                     (27)        (5,054)
         Undistributed earnings in affiliate                               --              859
         Change in assets and liabilities:
              (Increase) decrease in:
                Escrow                                                        3          1,007
                Accounts receivable                                        (263)        (1,818)
                Notes receivable                                            451           --
                Inventories                                                   1             52
                Officer  loan                                              (122)          --
                Other assets                                                 30             42
                Prepaid royalties                                             4             70
              (Decrease) increase in:
                Accounts payable                                           (333)          (500)
                Accrued liabilities                                         (10)           (77)
                Royalties payable                                          (100)          (100)
                R&D Financing                                               (26)          (466)
                                                                      ---------      ---------

              Cash flows provided (used) by operating activities           (995)           610

Cash flows from investing activities:
     Capital expenditures                                                  (154)           (61)
     Additions to capitalized software                                     (168)          (208)
                                                                      ---------      ---------
              Cash flows provided (used) by investing activities:          (322)          (269)

Cash flows from financing activities:
     Shareholder advance                                                   (585)          (260)
     Net proceeds sale of stock                                           2,441             12
                                                                      ---------      ---------
              Cash flows provided (used) by  financing activities         1,856           (248)

Increase (decrease) in cash                                                 539             93
Cash beginning of period                                                     46            159
                                                                      ---------      ---------
Cash end of period                                                    $     585      $     252
                                                                      =========      =========


Supplemental disclosure of cash flow information:
     Cash paid during the quarter for interest                        $      92           --
                                                                      =========      =========
</TABLE>

                                       4

<PAGE>


                               SELECTRONICS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

                    For the quarter ended September 30, 1995

NOTE 1:  BASIS OF PRESENTATION

     The  financial  statements  included  herein  have  been  prepared  by  the
Registrant, (also referred to herein as the "Company"),  without audit, pursuant
to the rules and  regulations  of the Securities  and Exchange  Commission.  The
information  furnished in the financial  statements  includes  normal  recurring
adjustments  and  reflects  all  adjustments   which  are,  in  the  opinion  of
management,  necessary for a fair  presentation  of such  financial  statements.
Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted pursuant to such rules and regulations,  although
the  Registrant   believes  that  the  disclosures  are  adequate  to  make  the
information  presented  not  misleading.  It is suggested  that these  financial
statements be read in  conjunction  with the financial  statements  for the year
ended March 31, 1994 and the notes thereto included in the  Registrant's  Annual
Report on Form 10-KSB filed with the Securities and Exchange Commission.  Dollar
amounts, except per share amounts, have been rounded to the nearest thousand.


NOTE 2:  ACCOUNTS RECEIVABLE

     Accounts receivable consist of the following:

     (Dollars in Thousands)                 September 30         March 31
                                            (Unaudited)          (Audited)

     Accounts receivable                      $336,000            $73,000
     Allowance for doubtful accounts
          and returns                           (9,000)            (9,000)
                                              --------            -------

                                              $327,000            $64,000
                                              ========            =======

NOTE 3:  INVENTORIES

     Inventories consist of the following:

     (Dollars in Thousands)                 September 30         March 31
                                            (Unaudited)         (Audited)

       Finished product                       $ 15,000            $15,000
       Valuation allowances                    (10,000)            (9,000)
                                              --------          ---------

                                               $ 5,000            $ 6,000
                                              ========           ========

                                       5

<PAGE>


NOTE 4:  ESCROW ACCOUNT


As of March 31, 1995 and 1994,  the  Registrant  had  approximately  $90,000 and
$1,100,000,  respectively,  in an escrow  account  as part of its  license  with
Houghton Mifflin Company ("Houghton Mifflin"),  which agreement was subsequently
assigned  by  Houghton  Mifflin  to its  spin-off,  INSO  Corporation  ("INSO"),
formerly  known as InfoSoft  International,  Inc. At  September  30,  1995,  the
balance in the escrow account was $87,000. The amounts withdrawn from the escrow
account were primarily used to reduce the  outstanding  accounts  payable of the
Registrant.  The  remaining  cash  will  be  released  when  certain  conditions
subsequent to the transaction  have been satisfied.  The Registrant  anticipates
that the  conditions  subsequent  to the  transaction  will be satisfied and the
remaining cash will be released from escrow in fiscal 1996.



NOTE 5:  PROPERTY AND EQUIPMENT


     Property and equipment consists of the following:

     (Dollars in Thousands)                 September 30         March 31
                                             (Unaudited)         (Audited)

     Tools, dies and moldings                  $221,000          $221,000
     Furniture and equipment                  1,181,000         1,028,000
     Leasehold improvements                     108,000           107,000
                                            -----------        ----------
                                              1,510,000         1,356,000

     Less:  accumulated depreciation         (1,273,000)       (1,256,000)
                                            -----------       -----------

                                              $ 237,000         $ 100,000
                                            ===========        ==========


NOTE 6:  DEFERRED REVENUE

As of March 31, 1994, the Registrant  deferred the  recognition of $2 million of
revenue relating to cash received as part of the agreement  between  Microlytics
and INSO. The  recognition of this revenue will be deferred until future periods
as earned.  During each of the first and second  fiscal  quarters  of 1996,  the
Registrant  recognized $200,000 of deferred revenue. In addition, as a result of
the  licensing  transaction,  INSO will  also pay  Microlytics  future  on-going
royalties and payments for development contracts.


NOTE 7:  RESEARCH AND DEVELOPMENT FINANCING AGREEMENT

In 1991, the Registrant received a nonrefundable cash receipt of $690,000 from a
research  and  development  limited  partnership  under  a  technology  purchase
agreement.  Under the terms of the agreement,  the limited partnership purchased
the  rights to certain  software  from the  Registrant  and  licensed  it to the
Registrant on an exclusive basis until September of 1993. Two stockholders,  Mr.
Weiner and Xerox  Corporation,  are also limited partners and accordingly,  this
agreement  is  accounted  for as a financing  arrangement.  During the first and
second fiscal  quarters of 1995, the Company  recognized  $230,000 and $236,000,
respectfully,  of deferred revenue due to revised revenue projections for future
periods.  During the first and  second  fiscal  quarters  of 1996,  $18,000  and
$9,000,  respectively,  of  deferred  revenue  has  been  recognized  under  the
agreement  as offsets to royalty  expense  recorded  for the same  periods.  The
agreement expired in June 1995, and was automatically renewed for one year.

                                       6
<PAGE>



NOTE 8:  NOTE RECEIVABLE AND SALE OF AFFILIATED COMPANY

On July 8, 1994,  the  Registrant  entered  into an  agreement to sell its forty
percent (40%) partnership interest in a European joint venture named EuroTronics
Company  ("Eurotronics")  to  Conway  New York,  Inc.,  a  Delaware  corporation
("Conway") for $3.125  million.  Prior to that time,  under the terms of certain
agreements,  Microlytics  earned a royalty on sales  made by the joint  venture,
paid  quarterly,  and the Registrant  received a dividend equal to forty percent
(40%) of the net income of the joint venture, if any, paid annually.  On July 8,
1994,  Microlytics entered into a certain agreement with Edmark, Inc. a Delaware
corporation  and a partner in Eurotronics,  to modify certain  provisions of the
technology and  distribution  license (the  "Modification  Agreement")  whereby,
among  other  things,  Microlytics  will  continue  to  receive  royalties  from
EuroTronics for the use of certain of Microlytics' technologies.

In  connection  with the sale,  the  Company  received  $1 million in July 1994,
$500,000 during the third quarter of fiscal 1995, and $500,000 during the second
quarter of fiscal 1996.  The remaining  $1.125  million will be paid $500,000 in
August 1996 and $625,000 in August 1997.  The $1.125  million future payment has
been  recorded,  after  discount,  as a long term note  receivable.  All payment
obligations of Conway are guaranteed by Strafor Facom S.A.

As a result of the above-referenced transaction,  $1.856 million of net earnings
was  recognized  by the Company  during the second and third fiscal  quarters of
1995. This amount  represents the net of the aggregate  purchase price of $3.125
million  less  previously  recorded  equity  earnings  of  $859,000,  an imputed
interest discount at 8% of $256,000, and expenses related to this transaction of
$154,000.  The $256,000 imputed interest discount will be recognized as interest
income over the life of the note.


NOTE 9:  PREFERRED STOCK REDEMPTION

During the first quarter of fiscal year 1996,  the Company  exercised its rights
and redeemed all of the issued and outstanding  shares of preferred  stock,  par
value $1.00 per share.  Pursuant to the provisions of the Company's  Certificate
of Incorporation,  as amended,  the Company issued ten (10) shares of its common
stock for each such share of preferred stock redeemed.  As a result, the Company
issued  29,608,540  shares of its common  stock to the holders of its  preferred
stock.


NOTE 10:  EQUITY INFUSION

In June,  1995, the Company entered into certain Stock Purchase  Agreements with
certain   affiliates   of   Unterberg   Harris   (the   "New   Investors"),    a
technology-focused  investment  banking firm, whereby the New Investors provided
$2.5  million of  immediate  capital to the Company in exchange  for  31,250,000
shares of the Company's  common stock.  This capital will be used by the Company
in connection with the product  development of MicroPages and for operating cash
flow.  Pursuant  to the  terms  and  conditions  of  the  transaction,  the  New
Investors,  together with Xerox  Corporation  ("Xerox") and Renaissance  Capital
Partners,  Ltd.  ("Renaissance"),  were granted a "right of first  offer".  As a
result,  in the event that the Company desires to issue additional shares of its
common stock in a private offering,  other than in accordance with its incentive
stock option plans or pursuant to the terms and  conditions  of the warrants and
options  currently  outstanding,  and such issuance would dilute the holdings of
any New  Investor,  Xerox or  Renaissance  by more than 10%,  then such  diluted
shareholder  has the  right to  acquire  a  portion  of such  shares  such  that
immediately after the exercise of the right of first offer and the corresponding
issuance  by  the  Company,  no  such  dilution  would  have  occurred  to  such
shareholder.

                                       7
<PAGE>


            PART 1. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Results of Operations

Revenues  for the three  months and six months  ended  September  30,  1995 were
$716,000  and $1.2  million,  or 6% and 29%  less  than  the  $761,000  and $1.7
million,  respectively,  for the three months and six months ended September 30,
1994.  The year over year changes  were  primarily  the result of the  Company's
strategic change in focus to its growing MicroPages  business.  During the first
and second quarters of fiscal 1996, the Company  recorded  $13,000 and $266,000,
respectively, of revenue from the MicroPages product line, as compared to $8,000
and $44,000 for the same period in the prior year.  Another  factor for the year
over year changes was the Company's inability to recognize certain extraordinary
events that positively  influenced  total revenues and net income last year. The
Company recognized $9,000 and $27,000 of deferred revenue in accordance with the
research  and  development  financing  arrangement  for the three and six months
ended  September  30,  1995,  as compared to $236,000  and $466,000 for the same
periods last year.  The deferred  revenue  recorded for the three and six months
ended September 30, 1994 were the result of revised royalty estimates.

Gross profit of $368,000 and $568,000, for the three months and six months ended
September 30, 1995,  respectively,  was  approximately 33% and 55% less than the
gross  profit  recorded  in the  same  periods  last  year.  Gross  profit  as a
percentage  of revenue  decreased  from 73% and 77% for the three and six months
ended  September  30, 1994,  to 51% and 48%,  respectively  for the same periods
ended  September  30, 1995.  This  decrease in gross  profit as a percentage  of
revenue was primarily  attributable to the sale of the Company's 40% partnership
interest in  EuroTronics  in July,  1994,  and the  recognition  of the deferred
revenue  discussed  above,  which  had no  associated  cost of  goods  sold.  In
addition,  capitalized software amortization expense was $20,000 greater in each
of the first and second  quarters of fiscal 1996 than the same periods in fiscal
1995.

Operating  expenses of $601,000  and $1.1  million,  for the three month and six
month periods ended September 30, 1995, represent an increase and decrease of 9%
and 14%, respectively,  from the $549,000 and $1.3 million recorded for the same
periods  last year.  While  continuing  to control  its  selling,  general,  and
administrative  expenses  during the first three and six month periods of fiscal
1996, the Company increased its research and development  expenditures  relating
to its MicroPages product line in the second quarter of fiscal 1996.

Loss from  operations  was  $233,000  and  $513,000 for the three and six months
ended  September 30, 1995,  compared to an income from  operations of $3,000 and
$14,000  reported for the same periods last year. This  anticipated loss was the
result of decreased  revenues and gross profit  during the  Company's  strategic
shift in focus  described  above,  while  increasing its MicroPages  development
expenditures.

During the three and six months ended  September  30, 1995,  the Company had net
interest income of $18,000 and net interest expense of $26,000, respectively, as
compared to net interest expense of $27,000 and $97,000,  respectively,  for the
three and six months ended  September 30, 1994. This decrease in interest income
expense  was  primarily  the result of the $2.9  million  conversion  of debt to
equity by two of the Registrant's convertible debenture holders. Interest income
was  recorded  due to the sale of the  Company's  40%  partnership  interest  in
EuroTronics  in July,  1994,  and the  investment  of a  portion  of the  equity
infusion  into the  Company  in June,  1995.  See  Notes 8 and 10 of  "Notes  to
Consolidated Financial Statements."

The Company recorded a loss before  extraordinary item of $215,000 and $545,000,
respectively,  for the three and six months ended September 30, 1995 compared to
a gain before extraordinary item of $1.8 million and $1.7 million, respectively,
for the same periods last year. The gain before extraordinary item was primarily
a result of the Company's sale of EuroTronics  which took place during the three
months ended September 30, 1994.

                                       8
<PAGE>


As a result of the factors  discussed above, the Company recorded a net loss for
the three and six months  ended  September  30, 1995 of $209,000  and  $512,000,
respectively, as compared to net income of $1.8 million and $6.7 million for the
same periods last year. An  extraordinary  item reported in the first quarter of
fiscal 1995 in the amount of $5.045 million,  resulting from  extinguishment  of
bank debt and other immaterial  items, was the primary factor  contributing to a
significant net income for the six months ended September 30, 1994.


Liquidity

From March 31, 1995 to September 30, 1995, the Company's working capital deficit
decreased from $1.6 million to $146,000.  This favorable  decrease was primarily
the result of the infusion of $2.5 million of capital due to the Stock  Purchase
Agreements with certain affiliates of Unterberg Harris. See Note 10 of "Notes to
Consolidated Financial Statements."

The Company  continues to seek additional  sources of cash and working  capital.
These  efforts  include  the  sale of its  common  stock,  preferred  stock,  or
additional  long term debt,  which the Company  expects would be  convertible to
shares of, or have  warrants  attached  to  purchase  additional  shares of, the
Company's common stock.


Capital Resources

During the three and six month  periods ended  September 30, 1995,  the Company,
through its subsidiary Microlytics, invested $80,000 and $168,000, respectively,
in capitalized software.  This software provides programming for both future and
current products  licensed to other companies and used in the Company's  current
and future electronic products.



                          PART 2. - OTHER INFORMATION


ITEM 4    Submission of Matters to a Vote of Security Holders

          At the Annual Meeting of Stockholders of the Company which was held on
          August 29, 1995,  Roy W. Haythorn,  Elroy G. Roelke,  Donald E. Riley,
          Robert C. Harris,  Jr., and Arthur M.  Richardson  were all elected as
          directors  of the  Company  for a term of one (1) year,  and Coopers &
          Lybrand was elected as independent  accountants of the Company for the
          year ending  March 31,  1996.  Of the total of  111,316,377  shares of
          common stock  outstanding  and eligible to vote at the Annual Meeting,
          approximately 73.24 million shares were voted in favor of the election
          of  each  of  the  elected  directors,   and  the  authority  to  vote
          approximately  88,000 shares were withheld for each of the  directors.
          In addition,  approximately  73.24 million shares of common stock were
          voted in favor of the  election  of Coopers & Lybrand  as  independent
          accountants  of the Company,  31,325 shares of common stock were voted
          against such  election,  and 69,300  shares of common stock  abstained
          from the vote.

ITEM 6    Exhibits and Reports on Form 8-K

 (a) Exhibits

     2.1  Partnership Purchase Agreement, dated as of July 8, 1994, by and among
          the  Company,  Conway New York,  Inc.,  Edmark,  Inc.  and  EuroDirect
          Marketing,  Inc., filed as Exhibit 2 with the Company's current report
          on  Form  8-K,  dated  July  22,  1994,  and  incorporated  herein  by
          reference.

     3.1  Certificate of Incorporation of the Company,  as filed with the Office
          of  Secretary  of State of the State of Delaware on December 20, 1989,
          filed as Exhibit 3.1

                                       9
<PAGE>


          with the Annual Report on Form 10-K for the year ended March 31, 1990,
          and incorporated herein by reference.

     3.2  Certificate  of  Amendment  of  Certificate  of  Incorporation  of the
          Company,  as filed with the Office of  Secretary of State of the State
          of Delaware on January 23, 1990,  filed as Exhibit 3.2 with the Annual
          Report  on  Form  10-K  for  the  year  ended  March  31,  1990,   and
          incorporated herein by reference.

     3.3  Certificate  of  Amendment  of  Certificate  of  Incorporation  of the
          Company as filed with the office of Secretary of the State of Delaware
          on December  17,  1992,  filed as Exhibit 3.3 to the Annual  Report on
          Form 10-KSB for the year ended March 31, 1995, and incorporated herein
          by reference.

     3.4  Certificate  of  Amendment  of  Certificate  of  Incorporation  of the
          Company,  as filed with the Office of  Secretary of State of the State
          of  Delaware on March 30,  1994,  filed as Exhibit 3.3 with the Annual
          Report  on  Form  10-KSB  for the  year  ended  March  31,  1994,  and
          incorporated herein by reference.

     3.5  By-Laws of the Company, filed as Exhibit 3.3 with the Annual Report on
          Form 10-K for the year ended March 31, 1990, and  incorporated  herein
          by reference.

     4.1  Agreement  and Plan of Merger,  dated as of December 29, 1989,  by and
          among the  Company,  Microlytics,  Inc. and  Selectronics  Acquisition
          Corporation,  filed as Exhibit  2.1 to the Annual  Report on Form 10-K
          for the  year  ended  March  31,  1990,  and  incorporated  herein  by
          reference.

     4.2  Form of 110%  Warrant,  filed as Exhibit  2.2 to the Annual  Report on
          Form 10-K for the year ended March 31, 1990, and  incorporated  herein
          by reference.

     4.3  Form of 115%  Warrant,  filed as Exhibit  2.3 to the Annual  Report on
          Form 10-K for the year ended March 31, 1990, and  incorporated  herein
          by reference.

     4.4  Agreement  and Plan of Merger,  dated January 24, 1990, by and between
          the Company and Selectronics,  Inc., a Delaware corporation,  filed as
          Exhibit 2.4 to the Annual Report on Form 10-K for the year ended March
          31, 1990, and incorporated herein by reference.

     4.5  Stock  Exchange  Agreement,  dated  March 30,  1990,  by and among the
          Company and all of the  shareholders of Xiamax  Corporation,  filed as
          Exhibit 2.5 to the Annual Report on Form 10-K for the year ended March
          31, 1990, and incorporated herein by reference.

     4.6  Convertible Debenture Loan Agreement, and Convertible Debenture, dated
          as of December 28, 1990, by and between the Company, Microlytics, Inc.
          and Renaissance Capital Partners,  Ltd., filed as Exhibit 4.6 with the
          Annual  Report on Form 10-K for the year  ended  March 31,  1991,  and
          incorporated herein by reference.

     4.7  Convertible Debenture Loan Agreement, and Convertible Debenture, dated
          as of October 15, 1991, by and between the Company and Fuji Xerox Co.,
          Ltd., filed as Exhibit 4.7 with the Annual Report on Form 10-K for the
          year ended March 31, 1992, and incorporated herein by reference.

     4.8  Convertible Debenture Loan Agreement, and Convertible Debenture, dated
          as of March 16,  1992,  by and between the Company and Fuji Xerox Co.,
          Ltd., filed as Exhibit 4.8 with the Annual Report on Form 10-K for the
          year ended March 31, 1992, and incorporated herein by reference.

                                       10
<PAGE>


     4.9  Form of Preferred  Stock  Certificate of Registrant,  filed as Exhibit
          4.9 to the Annual  Report on Form  10-KSB for the year ended March 31,
          1994, and incorporated herein by reference.

     10.1 Stock  Purchase  Agreement,  dated as of  October  31,  1989,  between
          Microlytics,  Inc.  and Xerox  Corporation  through its Xerox  Venture
          Capital Fund Division, filed as Exhibit 10.1 with the Annual Report on
          Form 10-K for the year ended March 31, 1990, and  incorporated  herein
          by reference.

     10.2 Amended  Licensing  Agreement,  dated  as of  May  24,  1988,  between
          Microlytics, Inc. and the Company, filed as Exhibit 10.2 to the Annual
          Report  on  Form  10-K  for  the  year  ended  March  31,  1989,   and
          incorporated herein by reference.

     10.3 Joint  Venture   Agreement,   dated  as  of  May  24,  1988,   between
          Microlytics, Inc. and the Company, filed as Exhibit 10.3 to the Annual
          Report  on  Form  10-K  for  the  year  ended  March  31,  1989,   and
          incorporated herein by reference.

     10.4 Consulting Agreement,  dated as of March 20, 1989, between the Company
          and Michael D. Plitman,  filed as Exhibit 10.4 to the Annual Report on
          Form 10-K for the year ended March 31, 1989, and  incorporated  herein
          by reference.

     10.5 Consultation  and  Non-Competition  Agreement,  dated as of August 24,
          1988,  between the Company and Stephen R. Nagel, filed as Exhibit 10.6
          to the Annual  Report on Form 10-K for the year ended March 31,  1989,
          and incorporated herein by reference.

     10.6 Research  and  Development  Agreement,  dated as of October 31,  1988,
          between  Microlytics,  Inc. and the Company,  filed as Exhibit 10.7 to
          the Annual Report on Form 10-K for the year ended March 31, 1989,  and
          incorporated herein by reference.

     10.7 Purchase   Option   Agreement,   dated   October  31,  1988,   between
          Microlytics,  Inc.  and the  Company,  including  form  of  Technology
          Purchase Agreement, filed as Exhibit 10.8 to the Annual Report on Form
          10-K for the year ended March 31,  1989,  and  incorporated  herein by
          reference.

     10.8 License Option Agreement, dated October 31, 1988, between Microlytics,
          Inc.  and the Company,  filed as Exhibit 10.9 to the Annual  Report on
          Form 10-K for the year ended March 31, 1989, and  incorporated  herein
          by reference.

     10.9 Stock  Purchase  Agreement,  dated  February  7, 1989,  between  Xerox
          Corporation  through its Xerox  Venture  Capital Fund Division and the
          Company,  filed as Exhibit 10.10 to the Annual Report on Form 10-K for
          the year ended March 31, 1989, and incorporated herein by reference.

    10.10 Credit   Agreement,   dated  April  29,  1989,   by  and  among  Xerox
          Corporation  through its Xerox  Venture  Capital  Fund  Division,  the
          Company  and Stephen R.  Nagel,  filed as Exhibit  10.11 to the Annual
          Report  on  Form  10-K  for  the  year  ended  March  31,  1989,   and
          incorporated herein by reference.

    10.11 Revolving Credit Agreement,  Security Agreement,  and Promissory Note,
          dated as of December 27, 1988,  between the Company and National  City
          Bank of  Minneapolis,  filed as Exhibit  10.12 to the Annual Report on
          Form 10-K for the year ended March 31, 1989, and  incorporated  herein
          by reference.

    10.12 Letter from  National  City Bank of  Minneapolis,  amending  Revolving
          Credit Agreement,  Security  Agreement,  and Promissory Note, filed as
          Exhibit 10.13

                                       11
<PAGE>


          to the Annual  Report on Form 10-K for the year ended March 31,  1989,
          and incorporated herein by reference.

    10.13 Amendment to Revolving Credit Agreement,  Revolving Note, and Security
          Agreement,  dated as of September 25, 1990, by and between the Company
          and National City Bank of Minneapolis, filed as Exhibit 10.13 with the
          Annual  Report on Form 10-K for the year  ended  March 31,  1992,  and
          incorporated herein by reference.

    10.14 Settlement  Agreement,  dated as of June 13, 1991,  by and between the
          Company and National City Bank of Minneapolis,  filed as Exhibit 10.14
          with the Annual Report on Form 10-K for the year ended March 31, 1992,
          and incorporated herein by reference.

    10.15 Offering Basis Line of Credit Agreement,  dated March 16, 1990, by and
          between Microlytics,  Inc. and Central Trust Company, filed as Exhibit
          10.13 to the Annual  Report on Form 10-K for the year ended  March 31,
          1990, and incorporated herein by reference.

    10.16 Form of Annex to Purchase Order,  filed as Exhibit 10.14 to the Annual
          Report  on  Form  10-K  for  the  year  ended  March  31,  1989,   and
          incorporated herein by reference.

    10.17 Employment Agreement,  dated April 2, 1990, by and between the Company
          and H.E.  James Finke,  filed as Exhibit 10.15 to the Annual Report on
          Form 10-K for the year ended March 31, 1989, and  incorporated  herein
          by reference.

    10.18 Employment   Agreement,   dated   August  18,   1989  by  and  between
          Microlytics  and  Michael L.  Weiner,  filed as  Exhibit  10.16 to the
          Annual  Report on Form 10-K for the year  ended  March 31,  1989,  and
          incorporated herein by reference.

    10.19 Registration Rights Agreement,  dated March 30, 1990, by and among the
          Company and the former  shareholders of Xiamax  Corporation,  filed as
          Exhibit  10.17 to the  Annual  Report on Form 10-K for the year  ended
          March 31, 1989, and incorporated herein by reference.

    10.20 The Company's  Stock Option Plan of 1988,  filed as Exhibit 4.1 to the
          Annual  Report on Form 10-K for the year  ended  March 31,  1989,  and
          incorporated herein by reference.

    10.21 Form of  Incentive  Stock Option  Agreement  for the  Company's  Stock
          Option Plan of 1988, filed as Exhibit 4.2 to the Annual Report on Form
          10-K for the year ended March 31,  1989,  and  incorporated  herein by
          reference.

    10.22 Stock Option Agreement  between the Company and Lee Breslow,  filed as
          Exhibit 4.3 to the Annual Report on Form 10-K for the year ended March
          31, 1989, and incorporated herein by reference.

    10.23 Stock  Option  Agreement  between  the  Company  and the  non-employee
          directors,  filed as Exhibit 4.4 to the Annual Report on Form 10-K for
          the year ended March 31, 1989, and incorporated herein by reference.

    10.24 Microlytics,  Inc. Incentive Stock Option Plan, filed as Exhibit 10.22
          to the Annual  Report on Form 10-K for the year ended March 31,  1990,
          and incorporated herein by reference.

    10.25 Form of Microlytics,  Inc. Incentive Stock Option Agreement,  filed as
          Exhibit  10.23 to the  Annual  Report on Form 10-K for the year  ended
          March 31, 1990, and incorporated herein by reference.

                                       12
<PAGE>


    10.26 The  Company's  Stock Option Plan of 1990,  filed as Exhibit  10.24 to
          the Annual Report on Form 10-K for the year ended March 31, 1990,  and
          incorporated herein by reference.

    10.27 Form of the  Company's  Incentive  Stock  Option  Agreement,  filed as
          Exhibit  10.25 to the  Annual  Report on Form 10-K for the year  ended
          March 31, 1990, and incorporated herein by reference.

    10.28 Stock  Purchase  Agreement,  dated as of  November  28,  1990,  by and
          between the Company and Xerox  Corporation,  filed as Exhibit 10.28 to
          the Annual Report on Form 10-K for the year ended March 31, 1991,  and
          incorporated herein by reference.

    10.29 Indemnification and Mutual  Representation  Agreement,  dated July 29,
          1991,  by and between  the  Company  and  Stephen R.  Nagel,  filed as
          Exhibit  10.29 to the  Annual  Report on Form 10-K for the year  ended
          March 31, 1991, and incorporated herein by reference.

    10.30 Registration  Rights Agreement,  dated as of December 28, 1990, by and
          between the Company and Renaissance  Capital Partners,  Ltd., filed as
          Exhibit  10.30 to the  Annual  Report on Form 10-K for the year  ended
          March 31, 1991, and incorporated herein by reference.

    10.31 Joint  Venture  Agreement  dated as of June 26,  1991,  by and between
          Edmark,  Inc.  and the Company,  filed as Exhibit  10.31 to the Annual
          Report  on  Form  10-K  for  the  year  ended  March  31,  1991,   and
          incorporated herein by reference.

    10.32 Technology  License  Agreement,  dated June 26,  1991,  by and between
          Microlytics,  Inc.  and Edmark,  Inc.,  filed as Exhibit  10.32 to the
          Annual  Report on Form 10-K for the year  ended  March 31,  1991,  and
          incorporated herein by reference.

    10.33 Basic Agreement for  Distribution  and Technology  License  Agreement,
          dated as of September 18, 1991, as amended as of March 5, 1992, by and
          among the Company, Microlytics,  Inc., and Fuji Xerox Co., Ltd., filed
          as  Exhibit  10.33  with the  Annual  Report on Form 10-K for the year
          ended March 31, 1992, and incorporated herein by reference.

    10.34 Basic Agreement for  Distribution  and Technology  License  Agreement,
          dated as of March 5, 1992, by and between Selectronics Japan Kabushiki
          Kaisha  and Fuji  Xerox Co.,  Ltd.,  filed as  Exhibit  10.34 with the
          Annual  Report on Form 10-K for the year  ended  March 31,  1992,  and
          incorporated herein by reference.

    10.35 Settlement  Agreement,  dated as of June 30, 1992,  by and between the
          Company and Amway Corporation,  filed as Exhibit 10.35 with the Annual
          Report  on  Form  10-KSB  for the  year  ended  March  31,  1993,  and
          incorporated herein by reference.

    10.36 Amendment  to the  Company's  Stock  Option  Plan of  1990,  filed  as
          Exhibit 10.36 with the Annual Report on Form 10-KSB for the year ended
          March 31, 1993, and incorporated herein by reference.

    10.37 License Agreement,  dated February 23, 1994, by and among the Company,
          Microlytics and Houghton  Mifflin  Company,  filed as Exhibit 10.37 to
          the Annual  Report on Form 10-KSB for the year ended  March 31,  1994,
          and incorporated herein by reference.

                                       13
<PAGE>


    10.38 Letter  Agreement,  dated  March 2,  1994,  by and among the  Company,
          Microlytics and Renaissance  Capital Partners,  Ltd., filed as Exhibit
          10.38 to the Annual Report on Form 10-KSB for the year ended March 31,
          1994, and incorporated herein by reference.

    10.39 Letter  Agreement,  dated  March 2,  1994,  by and among the  Company,
          Microlytics  and  Xerox  Corporation,  filed as  Exhibit  10.39 to the
          Annual  Report on Form 10-KSB for the year ended March 31,  1994,  and
          incorporated herein by reference.

    10.40 Settlement  Agreement,  dated March 3, 1994, by and among the Company,
          Microlytics  and  Manufacturers  &  Traders  Trust  Company,  filed as
          Exhibit  10.40 to the Annual  Report on Form 10-KSB for the year ended
          March 31, 1994, and incorporated herein by reference.

    10.41 Modification  Agreement,  dated  as of July 8,  1994,  by and  between
          Microlytics,  Inc.  and  Edmark,  Inc.,  filed as  Exhibit 10 with the
          Company's  current  report  on Form  8-K  dated  July  22,  1994,  and
          incorporated herein by reference.

    10.42 Settlement  Agreement,  dated March 9, 1995, by and among the Company,
          Microlytics,  Inc., and UFO Systems,  Inc.,  filed as Exhibit 10.42 to
          the Annual  Report on Form 10-KSB for the year ended  March 31,  1995,
          and incorporated herein by reference.

    10.43 Common Stock  Purchase  Agreement,  dated June 22, 1995,  by and among
          the Company, Unterberg Harris Private Equity Partners, L.P., Unterberg
          Harris Private Equity Partners, C.V., and Unterberg Harris Interactive
          Media Limited Partnership, C.V. , filed as Exhibit 10.43 to the Annual
          Report  on  Form  10-KSB  for the  year  ended  March  31,  1995,  and
          incorporated herein by reference.

    10.44 Stockholder  Voting  Agreement,  dated June 22, 1995, by and among the
          Company,  Xerox  Corporation,   Renaissance  Capital  Partners,  Ltd.,
          Unterberg  Harris  Private Equity  Partners,  L.P.,  Unterberg  Harris
          Private Equity Partners,  C.V., and Unterberg Harris Interactive Media
          Limited  Partnership,  C.V.  , filed as  Exhibit  10.44 to the  Annual
          Report  on  Form  10-KSB  for the  year  ended  March  31,  1995,  and
          incorporated herein by reference.

     22.  Subsidiaries of Registrant

 (b) None.



                                       14

<PAGE>


                                   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.




                                       SELECTRONICS, INC.


                                       By: /s/ Roy W. Haythorn
                                       ----------------------------------------
                                           Roy W. Haythorn,
                                           Chairman of the Board,
                                           President and Chief Executive Officer



                                        By: /s/ Gregory J. Jordan
                                       ----------------------------------------
                                            Gregory J. Gordon
                                            Vice President, Finance and
                                            Chief Financial Officer




November 10, 1995





                                       15