SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM 10-Q



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


                  For the quarterly period ended April 30, 1997


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


          For the transition period from _____________ to _____________




                         Commission file number 0-13284



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


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


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


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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes  [ X ]   No  [   ]

The number of shares of Common  Stock  outstanding,  as of April 30,  1997,  was
5,412,591 shares.
<PAGE>
                               V BAND CORPORATION
                           FORM 10-Q QUARTERLY REPORT
                FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 1997




                                TABLE OF CONTENTS


                          PART I. Financial Information

Item 1. Financial Statements

        Consolidated balance sheets at April 30, 1997 (unaudited) and
            October 31, 1996

        Consolidated statements of operations for the three and six months
            ended April 30, 1997 and 1996 (unaudited)

        Consolidated statements of cash flows for the six months
            ended April 30, 1997 and 1996 (unaudited)

        Notes to consolidated financial statements                              
            (unaudited)


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


                           PART II. Other Information

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

Item 6.  Reports on Form 8-K

SIGNATURES                                                                      
<PAGE>
<TABLE>
<CAPTION>
                          V BAND CORPORATION AND SUBSIDIARIES
                              CONSOLIDATED BALANCE SHEETS
                          APRIL 30, 1997 AND OCTOBER 31, 1996
                             (in 000's, except share data)

                                                                April 30,    October 31,
                                                                  1997          1996
                                                                ---------    -----------
                                                              (unaudited)
<S>                                                             <C>           <C>     
              ASSETS 
Current Assets:
Cash and cash equivalents .................................     $    388      $  2,258
Accounts receivable, less allowance for doubtful
  accounts of $381 in 1997 and 1996 .......................        8,345         6,737
Inventories, net ..........................................        8,066         7,798
Deferred tax asset ........................................          700           700
Prepaid expenses and other current assets .................          333           680
                                                                --------      --------
                        Total current assets ..............       17,832        18,173
                                                                --------      --------

Fixed Assets:
Furniture, fixtures, equipment and leasehold improvements .        9,676         9,701
Less: Accumulated depreciation and amortization ...........       (8,813)       (8,591)
                                                                --------      --------
                        Total fixed assets ................          863         1,110
                                                                --------      --------

Other Assets ..............................................        2,543         2,759
                                                                --------      --------

            TOTAL ASSETS ..................................     $ 21,238      $ 22,042
                                                                ========      ========

            LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Short-term debt ...........................................     $    200      $   --
Accounts payable ..........................................        2,961         3,196
Accrued wages .............................................          843           973
Customer deposits .........................................        1,028         1,773
Other accrued expenses ....................................        1,600         1,612
                                                                --------      --------
                        Total  current liabilities ........        6,632         7,554
                                                                --------      --------
<PAGE>
<CAPTION>
                          V BAND CORPORATION AND SUBSIDIARIES
                              CONSOLIDATED BALANCE SHEETS
                          APRIL 30, 1997 AND OCTOBER 31, 1996
                             (in 000's, except share data)

                                                                April 30,    October 31,
                                                                  1997          1996
                                                                ---------    -----------
                                                              (unaudited)
<S>                                                             <C>           <C>     
Commitments and Contingencies (see notes)

Shareholders' Equity:
Common stock, $.01 par value; authorized 20,000,000 shares;
   issued 7,131,913 in 1997 and 7,042,492 in 1996 .........           71            70
Capital in excess of par value ............................       19,872        19,776
Retained earnings .........................................        6,275         6,242
Cumulative translation adjustment .........................          156           168
                                                                --------      --------
                                                                  26,374        26,256
Less - Treasury stock, at cost; 1,719,322 shares ..........      (11,768)      (11,768)
                                                                --------      --------
                        Total shareholders' equity ........       14,606        14,488
                                                                --------      --------

            TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ....     $ 21,238      $ 22,042
                                                                ========      ========
</TABLE>

                    See notes to consolidated financial statements
<PAGE>
<TABLE>
<CAPTION>
                                V BAND CORPORATION AND SUBSIDIARIES
                               CONSOLIDATED STATEMENTS OF OPERATIONS
                            FOR THE THREE AND SIX MONTHS ENDED APRIL 30,
                            1997 AND 1996 (unaudited) (in 000's, except
                                          per share data)


                                                  Three Months Ended           Six Months Ended
                                                       April 30,                   April 30,
                                                ----------------------      ----------------------
                                                   1997          1996          1997          1996
                                                --------      --------      --------      --------
<S>                                             <C>           <C>           <C>           <C>     
Sales
       Equipment ..........................     $  8,104      $  5,835      $ 14,210      $ 13,147
       Service ............................        1,352         1,370         2,748         2,608
                                                --------      --------      --------      --------
            Total sales ...................        9,456         7,205        16,958        15,755
                                                --------      --------      --------      --------

Cost of Sales
       Equipment ..........................        5,053         3,534         8,822         7,922
       Service ............................          938           862         1,884         1,696
                                                --------      --------      --------      --------
            Total cost of sales ...........        5,991         4,396        10,706         9,618
                                                --------      --------      --------      --------

            Gross profit ..................        3,465         2,809         6,252         6,137
                                                --------      --------      --------      --------

Operating Expenses
       Selling, general and administrative         2,360         2,435         4,520         4,797
       Research and development ...........          896           739         1,691         1,576
                                                --------      --------      --------      --------
            Total operating expenses ......        3,256         3,174         6,211         6,373
                                                --------      --------      --------      --------

            Operating income (loss) .......          209          (365)           41          (236)

Interest Income (Expense) .................          (10)           13            (7)           32
Other Income (Expense) ....................            8             8            (1)          (72)
                                                ========      ========      ========      ========
            Net income (loss) .............     $    207      $   (344)     $     33      $   (276)
                                                ========      ========      ========      ========

Per share data
       Net income (loss) ..................     $    .04      $   (.06)     $    .01      $   (.05)
                                                ========      ========      ========      ========

Weighted average number of shares of common
    stock and common stock equivalents ....        5,413         5,328         5,371         5,328
                                                ========      ========      ========      ========

</TABLE>
                 See notes to consolidated financial statements
<PAGE>
<TABLE>
<CAPTION>
                               V BAND CORPORATION AND SUBSIDIARIES
                              CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE SIX MONTHS ENDED APRIL 30, 1997 AND 1996 (unaudited)
                                            (in 000's)

                                                                              1997        1996
                                                                            -------      -------
<S>                                                                         <C>          <C>     
Cash Flows from Operating Activities
      Net income (loss) ...............................................     $    33      $  (276)
      Adjustments to reconcile net income (loss) to net
         cash used in operating activities:
          Depreciation ................................................         295          388
          Amortization of other assets ................................         208          225
          Provision for doubtful accounts .............................           6            6
          Provision for inventory reserves ............................        --             50
          Changes in assets and liabilities:
              Accounts receivable .....................................      (1,614)      (1,112)
              Inventories .............................................        (268)         431
              Prepaid expenses and other current assets ...............         347            5
              Other assets ............................................           8          119
              Accounts payable and other current liabilities ..........      (1,122)        (796)
              Foreign currency translation adjustment .................         (12)        (102)
                                                                            -------      -------
                    Net cash used in operating activities .............      (2,119)      (1,062)
                                                                            -------      -------

Cash Flows from Investing Activities
      Sales of marketable securities ..................................        --            109
      Capital expenditures ............................................         (48)         (58)
                                                                            -------      -------
                    Net cash (used in) provided by investing activities         (48)          51
                                                                            -------      -------

Cash Flows from Financing Activities
      Proceeds from short-term debt ...................................         200         --
      Proceeds from issuance of common stock ..........................          97         --
                                                                            -------      -------
                    Net cash provided by financing activities .........         297         --
                                                                            -------      -------

Net decrease in cash and cash equivalents .............................      (1,870)      (1,011)
Cash and cash equivalents, at beginning of period .....................       2,258        2,740
                                                                            =======      =======
Cash and cash equivalents, at end of period ...........................     $   388      $ 1,729
                                                                            =======      =======

Supplementary Disclosures
      Income taxes paid ...............................................     $   156      $    65
                                                                            =======      =======
      Interest paid ...................................................     $   162      $  --
                                                                            =======      =======
</TABLE>

                         See notes to consolidated financial statements
<PAGE>
                       V BAND CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (in 000's)

Note A -- Basis of Presentation

The accompanying  consolidated  financial  statements  include the accounts of V
Band  Corporation  and  its  wholly-owned  subsidiaries  (the  "Company").   All
significant intercompany balances and transactions have been eliminated. Certain
information and footnote  disclosures  normally included in financial statements
prepared in accordance with generally accepted  accounting  principles have been
condensed or omitted.  These consolidated financial statements should be read in
conjunction with the Company's audited financial  statements for the fiscal year
ended October 31, 1996 as set forth in the Company's annual report on Form 10-K.
In the  opinion of  management,  all  adjustments  (which  include  only  normal
recurring  adjustments)  necessary  to present  fairly the  financial  position,
results of operations and cash flows at April 30, 1997 and all periods presented
have been made.

Note B -- Significant accounting policies

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

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

Note C -- Inventories

Inventories are summarized as follows:
<TABLE>
<CAPTION>
                                                   April 30,          October 31,
                                                     1997                1996
                                                   --------            --------
<S>                                                <C>                 <C>     
Finished goods .........................           $  5,706            $  4,757
Parts and components ...................              4,461               5,144
                                                   --------            --------
                                                     10,167               9,901
Less:  Inventory reserves                            (2,101)             (2,103)
                                                   --------            --------
                                                   $  8,066            $  7,798
                                                   ========            ========
</TABLE>
<PAGE>
Note D --  Short-Term Debt

In January 1997, the Company borrowed  $200,000 from the Company's  Chairman and
Chief Executive Officer, payable on demand and bearing 9% interest. The note was
secured by the Company's accounts receivable.

Subsequent  to the quarter  ended April 30,  1997,  the Company  entered  into a
Credit Agreement dated May 28, 1997 by and between the Company and National Bank
of Canada, New York Branch, and associated loan documentation (collectively, the
"Credit  Agreement").  The Credit Agreement provides a revolving loan and letter
of credit  facility of up to $4 million with  interest  rates (at the  Company's
option) of prime plus 1/4  percent or libor plus 2 1/4  percent.  The  Company's
obligations under the Credit Agreement are secured by security  interests in all
of the assets of V Band Corporation and its domestic subsidiaries. Additionally,
on May 29, 1997,  the Company  repaid the amount  borrowed from its Chairman and
Chief Executive Officer in full, including interest.

Note E  -- Income Taxes

The  Company's  deferred  tax asset of $700 is net of a valuation  allowance  of
$4,818 and the Company has available net operating  loss  carryforwards  for tax
return purposes of approximately $8,900 which begin to expire in 2009.
<PAGE>
Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations. (in 000's except per share data)

Results of Operations

Sales for the second  quarter of 1997,  ended  April 30,  1997,  of $9,456  were
$2,251,  or 31%,  higher than the $7,205 reported in the second quarter of 1996.
For the six months  ended April 30, 1997,  sales of $16,958 were $1,203,  or 8%,
higher  than the  $15,755  reported  in 1996.  Equipment  sales of $8,104 in the
second quarter of 1997 increased by $2,269,  or 39%, from the equipment sales of
$5,835 in second  quarter of 1996.  For the six  months  ended  April 30,  1997,
equipment sales of $14,210, were $1,063, or 8%, higher than the $13,147 reported
in the same  period for 1996.  This  increase  was due in part to an increase in
sales of the  Company's  eXchange  Phone,  Power Deck and DXi  products  and was
partially  offset by a  decrease  in the sales  for the  Company's  wholly-owned
subsidiary,  Licom,  Incorporated.  Equipment  sales for Licom were $111 for the
second  quarter  of 1997  compared  to $589 for the second  quarter  of 1996,  a
decrease of $478,  or 81%.  Equipment  sales for Licom for the six months  ended
April 30,  1997 were $271  compared  to $1,412  reported  in the same period for
1996, a decrease of $1,141, or 81%. The decrease in Licom sales was attributable
to reduced demand and increased  competition for the Licom products.  During the
second  quarter  the  Company  relocated  Licom's  operations  to the  Company's
corporate headquarters.  Equipment sales, excluding Licom sales, were $7,993 and
$5,246 for the  quarters  ended  April 30, 1997 and 1996,  respectively,  for an
increase of $2,747, or 52%. Equipment sales, excluding Licom sales, were $13,939
and $11,735 for the six months ended April 30, 1997 and 1996, respectively,  for
an increase of $2,204,  or 19%.  Sales from the  Company's  service  business of
$1,352 for the second quarter of 1997 were comparable to the $1,370 of sales for
the second  quarter of 1996.  Service  sales for the six months  ended April 30,
1997, of $2,748 were $140, or 5%, higher than the $2,608 reported in 1996 due to
an increase in the Company's maintenance sales.

Gross profit  margins for both the second quarter and six months ended April 30,
1997 were 37% as compared to 39% for both periods in 1996.  Gross profit margins
for equipment  sales for both the second  quarter and six months ended April 30,
1997 were 38% as compared to 40% for both  periods in 1996.  The decrease in the
gross profit margin for equipment sales was attributable to the decline of Licom
sales, which historically generate higher gross profit margins. The gross profit
margin for service sales for both the second  quarter and six months ended April
30, 1997 was 31% as compared to 37% and 35%, respectively,  for the same periods
in 1996. This is primarily  attributable to lower repair sales,  which typically
generate higher margins.

Operating  expenses for the second  quarter of 1997 were  $3,256,  or $82 higher
than the $3,174  reported  for the second  quarter of 1996.  This  increase  was
attributable  to higher  research  and  development  costs  related  to  product
development for specific customer contracts.  For the six months ended April 30,
1997,  operating  expenses  were $6,211,  or $162 lower than $6,373 for the same
period in 1996. The aforementioned increase in research and development expenses
was more than offset by a reduction in Licom's operating expenses as achieved by
downsizing  and  relocating  Licom's  operations  to  the  Company's   corporate
headquarters.
<PAGE>
The net income  reported in the second  quarter ended April 30, 1997 was $207 or
$.04 per share compared to a net loss of $344 or $.06 per share,  for the second
quarter of 1996. The net income reported for the six months ended April 30, 1997
was $33,  or $.01 per  share,  as  compared  to a net loss of $276,  or $.05 per
share,  for the same period in 1996.  The Company's  Licom  subsidiary  recorded
operating  losses  of $225 in the  second  quarter  of 1997 and $421 for the six
months ended April 30, 1997,  respectively,  as compared to operating  losses of
$44 and $91 for the same periods in 1996.  Excluding  Licom's  operating losses,
the Company's net income was $432 for the second  quarter of 1997 as compared to
a net loss of $300 for the second quarter of 1996 and net income of $454 for the
six months  ended  April 30, 1997 as compared to a net loss of $185 for the same
period in 1996.

The average shares outstanding for the quarter ended April 30, 1997 increased to
5,413  versus  5,328 for the same period in 1996,  due to employee  purchases of
stock through the Company's Employee Stock Purchase Plan.

Financial Condition

The Company's aggregate of cash and cash equivalents was $388 at April 30, 1997,
a decrease of $1,870 from the  October 31, 1996  balance of $2,258.  The decline
was attributable  primarily to an increase in accounts  receivable and inventory
and a decrease in accounts payable and other current liabilities.

Subsequent  to the quarter  ended  April 30,  1997,  the  Company  obtained a $4
million  secured  credit  facility  from the National  Bank of Canada,  New York
Branch.
<PAGE>
Part II.        OTHER INFORMATION

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

                o  The 1997 annual  meeting of  shareholders  of the Company was
                   held on May 14, 1997.

                o  The Name of each director  elected at the 1997 annual meeting
                   of shareholders, and the number of votes cast for, against or
                   withheld as to each such nominee is set forth below:

          NAME                             FOR                       WITHHELD
          ----                             ---                       --------

 Thomas E. Feil                         4,644,005                     51,314
 Luke P. La Valle, Jr.                  4,644,758                     50,561
 Thomas H. Lenagh                       4,644,758                     50,561
 Brian S. North                         4,642,758                     52,561
 Joseph M. O'Donnell                    4,644,758                     50,561
 A. Eugene Sapp, Jr.                    4,644,308                     51,011
 J. Stephen Vanderwoude                 4,644,758                     50,561


                o  At the annual meeting,  the shareholders  voted to ratify the
                   retention  of Deloitte & Touche LLP as  independent  auditors
                   for the 1997  fiscal  year.  The  number  of votes  cast for,
                   against  or  abstaining  with  respect  to the  retention  of
                   Deloitte & Touche LLP were:

   FOR                        AGAINST                     ABSTAIN
   ---                        -------                     -------
4,644,606                     18,350                       32,363


                o  At the annual meeting,  the shareholders voted to approve the
                   adoption  of  the  Company's   Amended  and  Restated   Stock
                   Compensation Plan for Non-Employee  Directors.  The number of
                   votes cast for,  against or  abstaining  with  respect to the
                   plan were:

    FOR                        AGAINST                     ABSTAIN
    ---                        -------                     -------
4,392,026*                     243,106                      60,187

* includes 365,365 broker non-votes


Item 6.           Reports on Form 8-K

                  On June 11, 1997, the Company filed a Current Report,  on Form
                  8-K, reporting,  under Item 5, that the Company entered into a
                  $4 million  secured credit  facility with the National Bank of
                  Canada, New York Branch.
<PAGE>
                               V BAND CORPORATION


SIGNATURES

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



                                              V BAND CORPORATION
                                                (Registrant)



Date: June 13, 1997                           /s/ Thomas E. Feil
      -------------                           ----------------------------------
                                              Thomas E. Feil
                                              Chairman & Chief Executive Officer
                                              (Duly Authorized Officer)



Date: June 13, 1997                           /s/ Mark R. Hahn
      -------------                           ----------------------------------
                                              Mark R. Hahn
                                              Chief Financial Officer
                                              (Principal Accounting Officer)