SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549



                                   FORM 10-Q



                  Quarterly Report Under Section 13 or 15(d)
                    of the Securities Exchange Act of 1934




For Quarter Ended September 30, 1997             Commission File Number 0-13318



                            STAR TECHNOLOGIES, INC.
            (Exact name of registrant as specified in its charter)



            Delaware                                            93-0794452
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)


                                 515 Shaw Road
                           Sterling, Virginia  20166
                   (Address of principal executive offices)
                                  (Zip Code)


                                (703) 689-4400
             (Registrant's telephone number, including area code)

                                Not Applicable
             (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.

                            Yes   X         No     



 21,182,884 shares of Common Stock were outstanding as of September 30, 1997.
<PAGE>
PART I.  FINANCIAL INFORMATION

     Item 1.  Financial Statements
<TABLE>
                  STAR TECHNOLOGIES, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF OPERATIONS

                                 (Unaudited)
                    (In thousands, except per share data)
<CAPTION>
                                                    Three Months Ended   Six Months Ended 
                                                       September 30,       September 30,  
                                                      1997      1996      1997      1996 

<S>                                                 <C>       <C>       <C>       <C>
Revenue                                             $   439   $   217   $   608   $   932

Cost of revenue                                         124       259       261       464
                                                    -------   -------   -------   -------
Gross margin                                            315       (42)      347       468
                                                    -------   -------   -------   -------
Operating expenses
  Research and development                              203       305       430       680
  Selling, general and administrative                   794     1,027     1,367     1,814
                                                    -------   -------   -------   -------
    Total operating expenses                            997     1,332     1,797     2,494
                                                    -------   -------   -------   -------
Operating loss                                         (682)   (1,374)   (1,450)   (2,026)

Interest income, net                                     69       339       133       400
Other income, net                                       489     6,215       491     6,215
                                                    -------   -------   -------   -------
Net income (loss) before provision for income taxes    (124)    5,180      (826)    4,589

Provision for income taxes                                -         -         -         -
                                                    -------   -------   -------   -------
Net income (loss)                                   $  (124)  $ 5,180   $  (826)  $ 4,589
                                                    =======   =======   =======   =======




Net income (loss)                                   $  (124)  $ 5,180   $  (826)  $ 4,589
Preferred stock dividend requirement                    (50)      (25)     (100)      (25)
Adjustment for repurchase of preferred stock              -      (174)        -      (522)
Excess carrying amount and cumulative undeclared
  dividends of preferred stock over consideration         -    10,580         -    10,580
                                                    -------   -------   -------   -------
  Net income (loss) applicable to common shares     $  (174)  $15,561   $  (926)  $14,622
                                                    =======   =======   =======   =======

Earnings (loss) per share:
  Per common and common equivalent share            $  (.01)  $   .78   $  (.05)  $   .74
                                                    =======   =======   =======   =======
  Assuming full dilution                            $  (.01)  $   .70   $  (.05)  $   .66
                                                    =======   =======   =======   =======

</TABLE>
                See accompanying notes to consolidated financial statements.

                                            -1-
<PAGE>
<TABLE>
                          STAR TECHNOLOGIES, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
                                        (Unaudited)
                             (In thousands, except share data)
<CAPTION>
                                                               Sept. 30,     March 31,
Assets                                                           1997          1997   
Current assets
  <S>                                                          <C>           <C>  
  Cash                                                         $     92      $    69
  Short-term investments                                          2,530        5,474
  Accounts receivable, net                                          220           35
  Other current assets, net                                         264          147
                                                               --------      -------
    Total current assets                                          3,106        5,725

Property and equipment, net                                         468          271
Intangible and other assets                                       2,479           35
                                                               --------      -------
    Total assets                                               $  6,053      $ 6,031
                                                               ========      =======
Liabilities and Stockholders' Equity
Current liabilities
  Accounts payable                                             $    327      $   161
  Accrued payroll and related benefits                              174          245
  Other accrued liabilities                                         610          225
                                                               --------      -------
    Total current liabilities                                     1,111          631
                                                               --------      -------
Commitments and contingencies                                         -            -

Stockholders' equity
  Preferred stock; $.01 par value; 1,000,000 shares authorized
    Series A convertible; 500,000 shares designated; 13,200 and
      17,500 shares issued; 13,200 and 17,500 shares outstanding;
      aggregated liquidation preference of $475 and $630              1            1
    Series B convertible; 120,117 shares designated; 11,917
      shares issued and outstanding; aggregate liquidation
      preference of $1,192                                            1            1
    Series C convertible; 80,079 shares designated; 7,945
      shares issued and outstanding; aggregate liquidation
      preference of $795                                              1            1
  Common stock; $.01 par value; 60,000,000 shares authorized;
    21,278,075 and 19,937,115 shares issued; 21,182,884 and
    19,841,924 shares outstanding                                   213          199
  Additional paid-in capital                                     61,327       61,011
  Unrealized gain on investment                                      38            -
  Treasury stock, at cost; 95,191 shares                           (209)        (209)
  Retained deficit                                              (56,430)     (55,604)
                                                               --------      -------
    Total stockholders' equity                                    4,942        5,400
                                                               --------      -------
    Total liabilities and stockholders' equity                 $  6,053      $ 6,031
                                                               ========      =======

</TABLE>


                See accompanying notes to consolidated financial statements.

                                            -2-
<PAGE>
<TABLE>
                          STAR TECHNOLOGIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        (Unaudited)
                                       (In thousands)

<CAPTION>
                                                                 Six Months Ended
                                                                  September 30,   
  
                                                                 1997          1996 

Cash flows from (used for) operating activities
  <S>                                                          <C>           <C>
  Net income (loss)                                            $  (826)      $ 4,589

Adjustments to reconcile net income (loss) to net cash
  from (used for) operating activities
    Depreciation and amortization                                  140           105
    Gain on sale of MIMS technology                               (489)            -
    Loss on sale of property and equipment                          15             -
    Decrease in restricted cash                                      -            17
    (Increase) decrease in accounts receivable                    (185)           21
    (Increase) decrease in other current assets                    (29)          139
    Increase (decrease) in accounts payable                        166           (74)
    Decrease in accrued liabilities                               (179)         (181)
                                                               -------       -------
Net cash from (used for) operating activities                   (1,387)        4,616
                                                               -------       -------
Cash flows used for investing activities
    Capital expenditures                                            (4)          (41)
    Purchase of Intrafed technology                             (2,147)            -
                                                               -------       -------
Net cash used for investing activities                          (2,151)          (41)
                                                               -------       -------
Cash flows from (used for) financing activities
    Repurchase of preferred stock                                    -        (2,399)
    Proceeds from stock option exercises                             4             -
                                                               -------       -------
Net cash from (used for) financing activities                        4        (2,399)
                                                               -------       -------
Net increase (decrease) in cash and equivalents                 (3,534)        2,176

Cash and equivalents, beginning of period                        5,543         5,035
                                                               -------       -------
Cash and equivalents, end of period                            $ 2,009       $ 7,211
                                                               =======       =======


</TABLE>









                See accompanying notes to consolidated financial statements.

                                            -3-
<PAGE>
                  STAR TECHNOLOGIES, INC. AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     Star Technologies, Inc. ("Star" or the "Company") recently completed a 
transition from providing performance-enhancing computing products and 
solutions for the medical imaging market to providing imaging solutions for 
the document imaging market.  In July 1997, the Company, through a 
newly-created operating subsidiary, PowerScan, Inc. ("PowerScan"), acquired 
document imaging and processing technology and the Company sold its medical 
imaging technology as part of the Company's long-term growth strategy to 
refocus its business from the medical imaging archival market to the broader 
document imaging market.  Additionally, in October 1997, the Company acquired 
Curran Data Technologies ("CDT"), a provider of data entry imaging services.  
(See Notes 4 and 6.)  

     The CDT acquisition, Star's second during the past three months in the 
document imaging and processing market, is part of the Company's long-term 
growth plan to build market presence through strategic and synergistic 
acquisitions.  The Company continues to pursue its search to identify 
additional acquisition opportunities in the document imaging and processing 
industry.  With these two acquisitions, Star is now a provider of data 
capture imaging solutions, including both data capture and processing 
software products and data entry imaging services.

     The consolidated statements of operations for the three- and six-month 
periods ended September 30, 1997 and the consolidated statement of financial 
position as of September 30, 1997 presented herein reflect the July 1997 
transactions.  The October 1997 transaction will be included in the 
consolidated financial statements beginning in the quarter ended December 31, 
1997.


NOTE 1 - Financial Information and Basis of Presentation

     The interim financial statements presented herein are unaudited.  They 
reflect all adjustments that, in the opinion of management, are necessary to 
fairly present the Company's financial position and results of operations for 
the interim periods presented.  All such adjustments are of a normal, 
recurring nature.  The results of operations for the three- and six-month 
periods ended September 30, 1997 are not necessarily indicative of the 
results to be expected for the entire fiscal year.

     The interim consolidated financial information should be read in 
conjunction with the Company's Annual Report on Form 10-K, Commission file 
number 0-13318, for the fiscal year ended March 31, 1997.

     Revenue from the sale of computer hardware and software is recognized 
when the products are shipped.  Customized software revenue is recognized 
when the software is accepted by the customer.  Revenue from services 
including data entry, integration, installation, and systems training is 
recognized when the services are performed.  Revenue from the sale of 
maintenance contracts is recognized ratably over the contractual service 
period.  Amounts received but not earned are deferred and are reflected as 
other accrued liabilities.

     Certain fiscal 1997 amounts have been reclassified for comparative 
purposes.

     On August 21, 1997, the Company's Board of Directors voted to change the 
Company's fiscal year end from March 31 to December 31, beginning with a 
short fiscal year ending December 31, 1997.  A transition report for the 
period from April 1, 1997 through December 31, 1997 will be filed on Form 
10-K.

                                     -4-
<PAGE>
NOTE 2 - Short-Term Investments

     The Company's short-term investments include commercial paper.  These 
investments, which are held to maturity (less than three months from the date 
of purchase), are carried at cost which approximates their market value.  The 
Company's short-term investments in commercial paper of $1,917,000 and 
$5,474,000 at September 30, 1997 and March 31, 1997, respectively, are 
included as cash and cash equivalents.

     At September 30, 1997, the Company's short-term investments also include 
100,000 shares of common stock of CompuRAD, Inc. ("CompuRAD").  (See Note 5.)  
The Company does not actively seek to trade this investment for purposes of 
maximizing trading gains and classifies it as "available for sale."  The 
temporary excess (deficiency) of market value over (under) the underlying 
cost is reported as an unrealized gain (loss) as a separate component of 
stockholders' equity.


NOTE 3 - Accounts Receivable

     Accounts receivable are shown net of an allowance for doubtful accounts 
of $19,000 and $15,000 at September 30, 1997 and March 31, 1997, respectively.


NOTE 4 - Acquisition of Intrafed Technology

     On July 30, 1997, PowerScan, Inc. ("PowerScan"), a wholly-owned 
subsidiary of the Company, acquired from Intrafed, Inc. ("Intrafed") 
intellectual property related to the PowerScan (R) and Stageworks (R) 
software products, and certain related fixed assets, inventory, contracts and 
licenses, and assumed certain liabilities, including those under customer 
maintenance contracts.  At closing, the consideration paid to Intrafed was 
$1,880,000 in cash and 1.3 million shares of Star common stock valued at 
$325,000, with up to an additional 1.3 million shares issuable to Intrafed 
based upon the future performance of PowerScan.

     The business combination has been accounted for using the purchase 
method under Accounting Principles Board Opinion No. 16, "Business 
Combinations,"  ("APB Opinion 16") to record the purchase of the intellectual 
property and certain related assets and liabilities of Intrafed.  The 
purchase price has been allocated to the assets acquired and liabilities 
assumed based on management's estimate of the fair value as of the date of 
acquisition.  Based on the allocation of the purchase price over the net 
assets acquired, goodwill of approximately $2,325,000 was recorded.  Such 
goodwill is being amortized on a straight-line basis over 8 years.

     The purchase price of the assets acquired and liabilities assumed from 
Intrafed is computed as follows (in thousands):
<TABLE>
     <S>                                                       <C>
     Cash consideration                                        $1,880
     Fair value of common stock issued                            325
     Estimated transaction costs                                  267
                                                               ------
                                                               $2,472
                                                               ======
</TABLE>


                                     -5-
<PAGE>
<TABLE>
     The purchase price is allocated as follows (in thousands):

     <S>                                                       <C> 
     Current assets                                            $   88
     Property and equipment                                       382
     Other assets                                                  20
     Patents and trademarks                                       150
     Goodwill                                                   2,325
     Liabilities assumed                                         (493)
                                                               ------
                                                               $2,472
                                                               ======
</TABLE>
     APB Opinion 16 requires, for purchase business combinations, the 
presentation of pro-forma combined results of operations for the current year 
and comparable prior-year period as if the transaction had occurred at the 
beginning of the period.  The following unaudited pro-forma results of 
operations are not necessarily indicative of actual future results of 
operations (in thousands, except per share data).
<TABLE>
<CAPTION>
                                                          Six Months Ended 
                                                            September 30,  
                                                           1997      1996 

<S>                                                      <C>       <C>
Revenue                                                  $ 1,932   $ 2,166
Gross margin                                             $ 1,179   $ 1,252
Net income (loss) before
  provision for income taxes                             $  (966)  $ 3,946
Net income (loss)                                        $  (966)  $ 3,946
                                                         =======   =======
</TABLE>
Net income (loss) per common and
  common equivalent share                                $  (.04)  $   .66
                                                         =======   =======


NOTE 5 - Sale of Medical Image Management Systems ("MIMS") Technology

     On July 30, 1997, the Company sold its MIMS technology, including the 
Image Management Server and Film Image Scan System software, to CompuRAD.  As 
consideration, the Company received 100,000 shares of CompuRAD common stock, 
valued at approximately $575,000 on the date of the transaction, and possible 
future payments by CompuRAD of up to approximately $850,000 on software sales 
by CompuRAD of the MIMS technology for a five-year period commencing July 30, 
1997.  The Company retained the rights to use the technology in non-medical 
imaging markets.

     Included with the technology sold to CompuRAD was property and equipment 
with a net book value of $86,000.  The gain on the transaction was $489,000 
and is included as other income on the consolidated statements of operations 
in the quarter ended September 30, 1997.


NOTE 6 - Subsequent Event

     On October 16, 1997, the Company acquired Curran Data Technologies 
("CDT"), a data entry imaging services company.  The Company paid 
approximately $421,000, exclusive of any transaction costs, for the assets 
and liabilities of CDT.  The purchase price included cash and the pay off of 
certain CDT liabilities.  CDT had revenues of approximately $2.3 million for 
the year ended December 31, 1996.

                                     -6-
<PAGE>
     Item 2. Management's Discussion and Analysis of Results of
             Operations and Financial Condition

     Certain statements in the financial discussion and analysis by 
management contain "forward-looking" information (as defined in Section 27A 
of the Securities Act of 1933, as amended) that involve risks and 
uncertainties.  Actual future results and trends may differ materially 
depending upon a variety of factors, including, but not limited to, the 
Company's ability to successfully complete strategic mergers and 
acquisitions; the ability to profitably manage such acquired companies or 
successfully integrate such acquired companies into the Company without 
substantial costs, delays or other problems; the ability to bring new 
products to market; risks of early stages of product development including 
problems, delays, expenses and difficulties, some of which may be beyond the 
Company's control; risks associated with products being successfully 
developed or successfully marketed; product demand and market acceptance 
risks; technological difficulties; the impact of competitive products and 
pricing; and the market strength of the document imaging industry.

Corporate Repositioning

     Star Technologies, Inc. ("Star" or the "Company") recently completed a 
transition from providing performance-enhancing computing products and 
solutions for the medical imaging market to providing imaging solutions for 
the document imaging market.  In July 1997, the Company, through a 
newly-created operating subsidiary, PowerScan, Inc. ("PowerScan"), acquired 
document imaging and processing technology and the Company sold its medical 
imaging technology as part of the Company's long-term growth strategy to 
refocus its business from the medical imaging archival market to the broader 
document imaging market.  Additionally, in October 1997, the Company acquired 
Curran Data Technologies ("CDT"), a provider of data entry imaging services.  
(See Notes 4 and 6 to the consolidated financial statements.)

     The CDT acquisition, Star's second during the past three months in the 
document imaging and processing market, is part of the Company's long-term 
growth plan to build market presence through strategic and synergistic 
acquisitions.  The Company continues to pursue its search to identify 
additional acquisition opportunities in the document imaging and processing 
industry.  With these two acquisitions, Star is now a provider of data 
capture imaging solutions, including both data capture and processing 
software products and data entry imaging services.

     The consolidated statements of operations for the three- and six-month 
periods ended September 30, 1997 and the consolidated statement of financial 
position as of September 30, 1997 presented herein reflect the July 1997 
transactions.  The October 1997 transaction will be included in the 
consolidated financial statements beginning in the quarter ended December 31, 
1997.

Results of Operations

     The results of operations for the three- and six-month periods ended 
September 30, 1997 are not directly comparable to the results of operations 
for the comparable 1996 periods due to the repositioning of the Company 
through the sale of the medical imaging technology and the acquisition of the 
document imaging technology during the quarter.



                                     -7-
<PAGE>
     Revenue for the three-month period ended September 30, 1997 increased 
102% from the same period a year ago.  Revenue for the six months ended 
September 30, 1997 increased 18% from the comparable prior year period, 
excluding the effect of the $418,000 final settlement on a claim under a 
long-term subcontract under the U.S Navy's SH-60 program, payment of which 
was received and recognized as revenue in the six months ended September 30, 
1996.  The overall increases for the three- and six-month periods are 
primarily attributable to sales of the PowerScan and StageWorks products 
acquired in the quarter ended September 30, 1997.

     Research and development ("R&D") expense for the three and six months 
ended September 30, 1997 decreased 33% and 37%, respectively, from the prior 
year periods.  The decreases were primarily attributable to company-wide cost 
reductions, reduced staff levels, and the sale of the Medical Image 
Management Systems ("MIMS") technology in July 1997, offset in part by 
additional R&D expense associated with the Company's newly-formed PowerScan 
subsidiary.

     Selling, general and administrative ("SG&A") expense decreased 23% and 
25% for the three- and six-month periods ended September 30, 1997 and 1996, 
respectively, primarily due to lower administrative costs associated with the 
General Electric Medical Systems ("GEMS") arbitration, and reduced staff 
levels, offset in part by additional SG&A expense associated with the new 
PowerScan subsidiary.

     During the three and six months ended September 30, 1997 and 1996, the 
Company earned $69,000 and $339,000, and $133,000 and $400,000, respectively, 
of net interest income.  Interest income for the three and nine months ended 
September 30, 1996 included approximately $276,000 of interest received on 
the GEMS arbitration settlement.

     Other income for the three and six months ended September 30, 1997 
includes a gain of $486,000 from the sale of the MIMS technology.  (See Note 
5 to the consolidated financial statements.)  For the three- and six-month 
periods ended September 30, 1996, other income included the GEMS arbitration 
award of $9.1 million, excluding interest, offset by the settlement of a 
patent infringement lawsuit of $2.9 million.

Liquidity and Capital Resources

     At September 30, 1997, the Company had $2.0 million of cash
and equivalents.  The Company had a net cash outflow from operating 
activities of $1.4 million for the six months ended September 30, 1997.  Cash 
used for investment activities was $2.2 million, primarily due to the 
acquisition of the PowerScan and StageWorks technologies.  (See Note 4 to the 
consolidated financial statements.)  The Company's liquidity and capital 
resources have been affected by the acquisition.  To date, the Company has 
financed its acquisitions with its cash and short-term investments and with 
shares of its common stock.

     The Company's ability to obtain cash adequate to fund its needs depends 
generally on the results of its operations and the availability of financing.  
The Company does not currently have a line of credit nor has it borrowed 
under any bank agreement since December 1993.  The Company has had sufficient 
cash reserves for its operating needs since that time.  The Company, however, 
is in discussion with several banks regarding potential credit agreement 
arrangements.  The Company believes that its cash and short-term investments 
and cash flows from operations, in conjunction with borrowings

                                     -8-
<PAGE>
under any possible future credit lines and possible issuance of shares of its 
common stock, will be sufficient to meet its operating requirements, make 
possible future acquisitions and fund capital expenditures in the future.  In 
the event that the Company requires more funds, there can be no assurance 
that the Company would be successful in raising new capital from external 
sources.

     The Series B and Series C Senior Preferred Stock (the "Preferred Stock") 
currently accrues dividends at a rate of 10% per annum.  To the extent 
declared, such dividends would be payable quarterly in the amount of $50,000 
in cash.  Unpaid cumulative dividends in arrears on the Preferred Stock total 
$225,000 as of September 30, 1997.

Recent Accounting Pronouncement

     In February 1997, the Financial Accounting Standards Board issued 
Statement No. 128, "Earnings per Share" ("Statement 128").  Statement 128 
supersedes Accounting Principles Board Opinion No. 15, "Earnings per Share" 
("APB 15"), and its related interpretations, and promulgates new accounting 
standards for the computation and manner of presentation of earnings (loss) 
per share data.  The Company is required to adopt the provisions of Statement 
128 for the year ending March 31, 1998.  Earlier application is not 
permitted; however, upon adoption the Company will be required to restate the 
previously reported earnings (loss) per share data in accordance with the 
provisions of Statement 128.  The Company does not believe that the adoption 
of Statement 128 will have a material impact on the computation or manner of 
presentation of earnings (loss) per share data.
































                                     -9-
<PAGE>
PART II.  OTHER INFORMATION

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

     The Company held its Annual Meeting of Stockholders on August 21, 1997.  
A total of 16,650,553 shares of the Company's Common Stock and Series A 
Preferred Stock were present, in person or by proxy, at the Annual Meeting to 
vote on the election of two directors.

     At the Annual Meeting, Robert Compton and Dr. Carl Ravin were each 
elected to the Company's Board of Directors for a term equal to the earliest 
of three years, the election and qualification of his successor, or until his 
death, resignation or removal from office.  Only holders of the Company's 
Common Stock and Series A Preferred Stock were eligible to vote on the 
nominations of Mr. Compton and Dr. Ravin to the Board of Directors.  A total 
of 15,377,166 shares were voted for Mr. Compton and 1,273,387 were withheld.  
A total of 14,729,375 shares were voted for Dr. Ravin and 1,921,178 were 
withheld.

     Alan Maxwell continues as a Director of the Company.  His term expires 
on the date of the 1998 Annual Meeting of Stockholders.

     John Meshinsky and Herbert Schantz were appointed in July and August 
1997 by the Board of Directors to fill two empty director positions.  The 
terms of Mr. Meshinsky and Mr. Schantz expire on the date of the 1999 Annual 
Meeting of Stockholders.

     Item 5.  Other Information

     On October 16, 1997, the Company acquired Curran Data Technologies 
("CDT"), a data entry imaging services company.  The Company paid 
approximately $421,000, exclusive of any transaction costs, for the assets 
and liabilities of CDT.  The purchase price included cash and the pay off of 
certain CDT liabilities.  CDT had revenues of approximately $2.3 million for 
the year ended December 31, 1996.

     Item 6.  Exhibits and Reports on Form 8-K

     (a) Exhibits.

         The exhibits filed herewith or incorporated by reference are set 
         forth on the Exhibit Index immediately preceding the exhibits.

     (b) Reports on Form 8-K.

         On August 14, 1997, the Company filed with the Commission a Current 
         Report on Form 8-K, dated July 30, 1997, regarding the acquisition 
         and disposition of certain assets.  On October 8, 1997, the Company 
         filed with the Commission an amended Current Report on Form 8-K/A, 
         dated July 30, 1997, regarding the acquisition and disposition of 
         certain assets.

         On August 28, 1997, the Company filed with the Commission a Current 
         Report on Form 8-K, dated August 21, 1997, regarding the changing of 
         the Company's fiscal year end.




                                    -10-
<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.

                                      STAR TECHNOLOGIES, INC.


Dated:  November 14, 1997             /s/ Brenda A. Potosnak                   
   
                                      Brenda A. Potosnak
                                      Vice President of Finance and 
                                      Administration, Secretary, Treasurer 
                                      and Chief Financial Officer












































                                    -11-
<PAGE>
                                EXHIBIT INDEX

    Exhibit
      No.  

      3.1*       Restated Certificate of Incorporation of the Company, as 
                 amended, incorporated by reference from the Company's Annual 
                 Report on Form 10-K for the fiscal year ended March 31, 1988 
                 (Registration No. 0-13318) filed with the Commission on June 
                 29, 1988.

      3.2*       Certificate of Designation, Preferences and Rights of Series 
                 B Senior Preferred Stock and Series C Senior Preferred Stock 
                 ("Certificate of Designation"), incorporated by reference 
                 from the exhibit filing to the Company's Annual Report on 
                 Form 10-K for the fiscal year ended March 31, 1990 
                 (Registration No. 0-13318) filed with the Commission on June 
                 29, 1990.

      3.3*       Certificate of Amendment of Restated Certificate of 
                 Incorporation of the Company, dated August 29, 1994, 
                 incorporated by reference from the Company's Annual Report 
                 on Form 10-K for the fiscal year ended March 31, 1995 
                 (Registration No. 0-13318) filed with the Commission on June 
                 29, 1995.

      3.4*       Certificate of Amendment of Restated Certificate of 
                 Incorporation of the Company, dated August 23, 1996, 
                 incorporated by reference from the exhibit filing to the 
                 Company's Quarterly Report on Form 10-Q for the Quarter 
                 ended September 30, 1996 (Registration No. 0-13318) filed 
                 with the Commission on November 14, 1996.

      3.5*       By-Laws of the Company, as amended and restated on February 
                 24, 1994, and as further amended on August 22, 1996, 
                 incorporated by reference from the exhibit filing to the 
                 Company's Quarterly Report on Form 10-Q for the Quarter 
                 ended September 30, 1996 (Registration No. 0-13318) filed 
                 with the Commission on November 14, 1996.

      4.1*       Restated Certificate of Incorporation, as amended (see 
                 Exhibit 3.1).

      4.2*       Certificate of Amendment of Restated Certificate of 
                 Incorporation (see Exhibit 3.2).

      4.3*       Certificate of Designation (see Exhibit 3.3).

      4.4*       Certificate of Amendment of Restated Certificate of 
                 Incorporation (see Exhibit 3.4).

     10.14*      Asset Purchase Agreement dated July 30, 1997 between 
                 PowerScan, Inc. and Intrafed, Inc., incorporated by 
                 reference from the exhibit filing to the Company's Current 
                 Report on Form 8-K (Registration No. 0-13318) dated July 30, 
                 1997 filed with the Commission on August 14, 1997.

*Incorporated by reference.
                                    -12-
<PAGE>
     10.15*      Employment Agreement dated July 30, 1997 between Star 
                 Technologies, Inc., PowerScan, Inc. and John R. Meshinsky, 
                 incorporated by reference from the exhibit filing to the 
                 Company's Current Report on Form 8-K  (Registration No. 
                 0-13318) dated July 30, 1997 filed with the Commission on 
                 August 14, 1997.

     10.16*      Technology Purchase Agreement dated July 30, 1997 between 
                 Star Technologies, Inc. and CompuRAD, Inc., incorporated by 
                 reference from the exhibit filing to the Company's Current 
                 Report on Form 8-K (Registration No. 0-13318) dated July 30, 
                 1997 filed with the Commission on August 14, 1997.

     10.17       Employment Agreement dated October 16, 1997 between Star 
                 Technologies, Inc. and Carol L. Curran.

      11         Statement Regarding Computation of Per Share Earnings.

      27         Financial Data Schedule.







































*Incorporated by reference.
                                    -13-