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, 1995             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     



 19,880,244 shares of Common Stock were outstanding as of September 30, 1995.
<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,  
                                                          1995      1994      1995      1994 


<S>                                                     <C>       <C>       <C>       <C>
Revenue (includes revenue from GEMS of $98, $5,562      $   505   $ 5,962   $ 3,081   $11,869
  and $2,278, $10,996)
Cost of revenue                                             319     3,720     1,675     7,610

Gross margin                                                186     2,242     1,406     4,259

Operating expenses
  Research and development                                  451       912     1,128     1,782
  Selling, general and administrative                       848     1,187     1,862     2,249
  Recognition of accumulated foreign translation gain         -         -         -      (494)

    Total operating expenses, net                         1,299     2,099     2,990     3,537

Operating income (loss)                                  (1,113)      143    (1,584)      722

Interest income, net                                        114        42       251        65
Other income (expense), net                                  35       (14)       35       (14)

Net income (loss) before provision for income taxes        (964)      171    (1,298)      773

Provision for income taxes                                    -         -         -         -

Net income (loss)                                       $  (964)  $   171   $(1,298)  $   773
                                                        =======   =======   =======   =======




Net income (loss)                                       $  (964)  $   171   $(1,298)  $   773
Preferred stock dividend requirement                       (348)     (516)     (646)   (1,032)
Repurchase of preferred stock                                 -         -     4,954         -

  Net income (loss) applicable to common shares         $(1,312)  $  (345)  $ 3,010   $  (259)
                                                        =======   =======   =======   =======

Earnings (loss) per share:
  Per common and common equivalent share                $  (.07)  $  (.02)  $   .15   $  (.01)
                                                        =======   =======   =======   =======
  Assuming full dilution                                $  (.07)  $  (.02)  $   .12   $  (.01)
                                                        =======   =======   =======   =======

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


                                               -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                                                                     1995        1995   
Current assets
<S>                                                                      <C>         <C>
  Cash (includes restricted cash of $345 and $530)                       $   420     $ 1,353
  Short-term investments                                                   6,375       7,900
  Accounts receivable, net (includes GEMS receivable of $12 and $91)         171         248
  Inventory, net                                                           1,485       2,462
  Other current assets                                                       131          70
    Total current assets                                                   8,582      12,033

Property and equipment, net                                                  573         698
Other assets                                                                 240         289

    Total assets                                                         $ 9,395     $13,020
                                                                         =======     =======
Liabilities and Stockholders' Equity
Current liabilities
  Accounts payable                                                       $   348     $   893
  Accrued payroll and related benefits                                       406         615
  Other accrued liabilities                                                  719       1,089
  Notes payable and capital lease obligations                                 28          49
    Total current liabilities                                              1,501       2,646

Commitments and contingencies                                                  -           -

Stockholders' equity
  Preferred stock; $.01 par value; 1,000,000 shares authorized
    Series A convertible; 500,000 shares designated; 46,900
      shares issued; 46,900 shares outstanding; aggregate
      liquidation preference of $1,688                                         1           1
    Series B convertible; 120,117 shares designated; 59,584 and
      87,513 shares issued; 59,584 and 87,513 shares outstanding;
      aggregate liquidation preference of $5,958 and $8,751                    1           1
    Series C convertible; 80,079 shares designated; 39,723 and
      58,343 shares issued; 39,723 and 58,343 shares outstanding;
      aggregate liquidation preference of $3,972 and $5,834                    1           1
  Common stock; $.01 par value; 60,000,000 shares authorized;
    19,927,035 and 19,919,035 shares issued; 19,880,244 and
    19,872,244 shares outstanding                                            199         199
  Additional paid-in capital                                              63,446      64,628
  Treasury stock, at cost; 46,791 shares                                    (201)       (201)
  Retained deficit                                                       (55,553)    (54,255)

    Total stockholders' equity                                             7,894      10,374

    Total liabilities and stockholders' equity                           $ 9,395     $13,020
                                                                         =======     =======

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





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


<CAPTION>
                                                                          Six Months Ended
                                                                           September 30,  
  
                                                                           1995        1994 

Cash flows from (used for) operating activities
<S>                                                                      <C>         <C>
  Net income (loss)                                                      $(1,298)    $  773

Adjustments to reconcile net income (loss) to net cash
  from (used for) operating activities
    Depreciation and amortization                                            168        768
    Gain on recognition of translation adjustment                              -       (494)
    Decrease in restricted cash                                              185          -
    Decrease in accounts receivable                                           77      1,176
    Decrease in inventory                                                    977      1,297
    Increase in other current assets                                         (61)       (80)
    Increase (decrease) in accounts payable                                 (545)       264
    Decrease in accrued liabilities                                         (579)      (207)

Net cash from (used for) operating activities                             (1,076)     3,497

Cash flows from (used for) investing activities
    Capital expenditures                                                     (32)      (257)
    Other investing activities, net                                           37         23

                                                                               5       (234)

Cash flows from (used for) financing activities
    Decrease in notes payable and capital lease obligations                  (21)       (67)
    Repurchase of preferred stock                                         (1,187)         -
    Proceeds from stock option exercises                                       5          1

                                                                          (1,203)       (66)

Net increase (decrease) in cash and equivalents                           (2,274)     3,197

Cash and equivalents, beginning of period                                  8,723      1,776

Cash and equivalents, end of period                                      $ 6,449     $4,973
                                                                         =======     ======


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









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

     Star Technologies, Inc. (the "Company") has historically designed and 
manufactured performance-enhancing computing products and solutions for the 
image and signal processing marketplace, principally for medical imaging.  
During fiscal 1994, Star initiated a transition strategy to develop products 
for the image and information management market.  A key segment of this market 
is medical imaging, which draws upon Star's historical skills and experience.  
With a focus on total systems integration, Star is developing innovative 
solutions that span the medical imaging spectrum.  Star's current product focus 
is a family of DICOM 3.0-compliant solutions, with special expertise in the 
area of DICOM image storage.  Star markets its products and technology to OEM 
suppliers of medical imaging equipment.  In addition, Star continues to pursue 
contract engineering and manufacturing business.


NOTE 1 - Financial Information

     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, 1995 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, 1995.

     Certain fiscal 1995 amounts have been reclassed for comparative purposes.


NOTE 2 - Short-Term Investments

    The Company's short-term investments consist entirely of 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.


NOTE 3 - Inventory

     Inventory is stated at the lower of cost (first-in, first-out basis) or 
market.  All classifications of inventory include materials and an allocation 
of manufacturing overhead.  Systems-in-process and completed systems include an 
allocation of labor.

     The major classifications of inventory are as follows (in thousands):
<TABLE>
<CAPTION>
                                         Sept. 30,     March 31,
                                           1995          1995   

     <S>                                 <C>           <C>
     Components and subassemblies        $1,219        $1,973
     Systems-in-process                     252           413
     Completed systems                       14            76

                                         $1,485        $2,462
                                         ======        ======
</TABLE>
                              -4-
<PAGE>
      Approximately $400,000 of inventory at September 30, 1995 and March 31, 
1995 relates to a lot terminated for the convenience of the government during 
fiscal 1994 under a long-term subcontract under the United States Navy's SH-60 
Program.  The Company has submitted a claim for recovery of related costs and 
inventory and is actively working with the government and the prime contractor 
toward settlement of the claim.


NOTE 4 - Accounts Receivable

     Accounts receivable are shown net of an allowance for doubtful accounts of 
$28,000 and $74,000 at September 30, 1995 and March 31, 1995, respectively.


NOTE 5 - Sales to General Electric Medical Systems ("GEMS")

     The Company's revenue from shipments of ST-RP's and related services to 
GEMS totaled $98,000 and $5.6 million for the quarters ended September 30, 1995 
and 1994, respectively.  For the six months ended September 30, 1995 and 1994, 
revenue from GEMS totaled $2.3 million and $11.0 million, respectively.  In 
January 1995, the Company filed a demand for arbitration against GEMS brought 
under a development and technology transfer agreement with GEMS (the 
"Development Agreement").  (See Note 8.)  During May 1995, GEMS ceased 
purchasing such products from the Company.


NOTE 6 - Notes Payable and Capital Lease Obligations

     On September 30, 1995, the Company's revolving credit note agreement 
expired and was not renewed.  The Company had not borrowed under this agreement 
since December 1993 and has had sufficient cash reserves for its operating 
needs since that time.  Although the Company does not currently need a credit 
agreement to meet its operating requirements, the Company is in discussion with 
several banks regarding potential credit agreement arrangements.  The Company's 
remaining short- and long-term obligations relate entirely to capital lease 
obligations.

     The Company expects to have sufficient cash, through its current cash and 
short-term investments position and from operations, to meet its fiscal 1996 
operating requirements.  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.

    There was no interest paid during the six months ended September 30, 1995.  
Interest paid during the six months ended September 30, 1994 was $3,000.


NOTE 7 - Repurchase of Preferred Stock

     In March and April, 1995, the Company repurchased and retired 46% of the 
outstanding  shares of its Series B and Series C Senior Preferred Stock (the 
"Preferred Stock") from two of the three preferred shareholders.  In the March 
transaction, the Company paid $950,000 for 37,240 shares of the Preferred Stock 
which had a redemption price of more than $4.9 million, including cumulative 
undeclared dividends of $1.2 million.  In the April transaction, the Company 




                                      -5-
<PAGE>
paid $1.2 million for 46,549 shares of the Preferred Stock which had a 
redemption price of $6.2 million, including cumulative undeclared dividends in 
excess of $1.5 million.  For purposes of computing the earnings per share for 
the six-month period ended September 30, 1995, the April transaction resulted 
in the availability of $5.0 million additional earnings to common stockholders, 
representing the difference between the carrying amount of the redeemed 
Preferred Stock, including cumulative undeclared dividends, and the price paid 
by the Company to repurchase the stock.


NOTE 8 - Commitments and Contingencies

     In July 1991, the Company filed a lawsuit against Ronald G. Walters 
("Walters") in the United States District Court for the Northern District of 
Ohio alleging breach of contract arising from Walters' interference with the 
Company's ownership of a certain technology used in its reconstruction 
processor business.  Walters alleged ownership of the technology, and in a 
counterclaim filed in August 1991, sought unstated damages and a declaratory 
judgment regarding the disputed technology.  In April 1995, a trial was held in 
the United States District Court for the Northern District of Ohio on the 
Company's claim for breach of contract against Walters and Walters' 
counterclaim for breach of contract against the Company.  On April 24, 1995, a 
jury returned a verdict for Walters, finding in his favor on his claim for 
breach of contract and against Star on its claim for breach of contract.  The 
jury found that Walters does not have an obligation to assign his ownership 
rights in the disputed technology to Star.  On June 13, 1995, Walters filed a 
separate lawsuit against the Company, its Directors and certain officers in the
United States District Court for the Northern District of Ohio alleging patent 
infringement and unjust enrichment in connection with the Company's use of the 
disputed technology.  Walters seeks damages of $67,500,000, trebling of any 
damages awarded, and an injunction that would prohibit the Company from using 
the disputed technology.  Management believes it has valid defenses to this 
claim.

     On January 25, 1995, the Company filed a demand for arbitration (the 
"Demand") with the Commercial Arbitration Tribunal of the American Arbitration 
Association requesting arbitration of certain contract claims against GEMS 
brought under the Development Agreement.  The Development Agreement obligates 
GEMS to purchase its requirements for up to 900 reconstruction processors, 
defined in the Development Agreement as "GE Commercial Reconstruction 
Processors" ("GECRPs"), from the Company and to pay royalties for certain 
reconstruction processors that GEMS has the right to produce under the 
Agreement.  GEMS has developed its own reconstruction processor instead of 
purchasing the Company's.  As discussed in Note 5, in May 1995, GEMS ceased 
ordering reconstruction processors from the Company.  Additionally, GEMS has 
informed the company that GEMS is using in its reconstruction processors 
certain technology in which the Company has a proprietary interest.  The 
Company believes that the Agreement prohibits such use.  Accordingly, the 
Demand alleges that GEMS has breached its obligation to purchase its 
requirements for GECRPs from the Company and has breached its obligation not to 
use certain proprietary technology in its reconstruction processors.  The 
Company is seeking monetary damages from GEMS and a permanent injunction 
prohibiting GEMS from selling, marketing and distributing GEMS' reconstruction 
processors.  The arbitration hearing is scheduled to begin in December 1995.





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

Results of Operations

     The Company previously reported that General Electric Medical Systems 
("GEMS") had informed the Company that GEMS intended to phase into full 
production a reconstruction processor it was developing and to phase out 
purchases of the Company's most recently developed reconstruction processor, 
the ST-RP.  Revenue from GEMS accounted for 74% and 90% of the Company's total 
revenue for the six months ended September 30, 1995 and for the fiscal year 
ended March 31, 1995.  GEMS informed the Company that it did not intend to 
purchase additional units after May 1995.  Accordingly, the Company has not had 
orders from GEMS for the ST-RP and has not shipped any new systems since May 
1995.  The Company believes that GEMS is obligated, under the terms of the 
Development and Technology Transfer Agreement between the Company and GEMS (the 
"GEMS Agreement"), to continue to obtain its requirements for reconstruction 
processors from the Company.  In January 1995, the Company filed a demand for 
arbitration in accordance with the terms of the GEMS Agreement.  The 
arbitration hearing is scheduled to begin in December 1995.  There can be no 
assurances that the Company will prevail in its arbitration claim against GEMS, 
or that a favorable outcome would result in additional sales to GEMS or damages 
payable to the Company.

     Revenue for the three- and six-month periods ended September 30, 1995 
decreased 92% and 74% respectively, from the same periods a year ago, due to 
lower sales to GEMS.  Revenue from sales to GEMS totalled $98,000 and $5.6 
million for the quarters ended September 30, 1995 and 1994, respectively; and 
$2.3 million and $11.0 million for the six-month periods ended September 30, 
1995 and 1994, respectively.

     The gross margin percentage for the six-month period ended September 30, 
1995 increased to 46% from 36% from the comparable prior year period, primarily 
due to cost reductions achieved beginning in the second quarter of fiscal 1995 
on the medical imaging product sold to GEMS, in addition to the completion of a 
low margin, long-term sub-contract in the fourth quarter of fiscal 1995.  The 
gross margin percentage for the quarter ended September 30, 1995 was 37% which 
reflects the loss of the higher margin GEMS medical imaging product last sold 
to GEMS in May 1995 as well as a higher absorption rate of fixed costs 
associated with reduced revenue levels during the quarter.

     In response to the elimination of reconstruction processor sales to GEMS, 
in early June 1995, the Company reduced its workforce approximately 30%, 
affecting manufacturing, engineering and administrative departments.  Resultant 
cost reductions are reflected in the second quarter of fiscal 1996.

     Research and development ("R&D") expense for the three and six months 
ended September 30, 1995 decreased 51% and 37% from the comparable prior year 
periods.  The decreases are primarily attributable to lower costs as a result 
of the sale of the Graphicon division in March 1995 and a company-wide 
reduction in workforce in June 1995.  The Company has concentrated its R&D 
efforts over the past two years exploring growth opportunities in the medical 
imaging business in which the Company has over ten years of experience.  The 
Company has targeted the medical information system market, including both 
medical reporting and digital medical imaging and communications systems.  In 
May and August 1995, the Company received Food and Drug Administration approval 


                                      -7-
<PAGE>
to market the Image Management Server and the Film Image Scan System, two of 
the Company's new products.  Due to the nature of its business, the Company 
expects R&D expense to continue to be a significant operating expense.

     Selling, general and administrative expense for the three and six months 
ended September 30, 1995 decreased 29% and 17% respectively from the same 
periods a year ago primarily due to the company-wide workforce reduction in 
June 1995.  During the three- and six-month periods ended September 30, 1995 
and 1994, the Company earned $114,000 and $42,000, and $251,000 and $65,000 
respectively, of net interest income on its short-term investments.  

Liquidity and Capital Resources

     The Company had a net cash outflow from operating activities of $1,076,000 
for the six months ended September 30, 1995, primarily as a result of the 
significant reduction in revenue.

     On September 30, 1995, the Company's revolving credit note agreement 
expired and was not renewed.  The Company had not borrowed under this agreement 
since December 1993 and has had sufficient cash reserves for its operating 
needs since that time.  Although the Company does not need a credit agreement 
to meet its operating requirements for the fiscal year, the Company is in 
discussion with several banks regarding potential credit agreement 
arrangements.  The Company's remaining short- and long-term obligations relate 
entirely to capital lease obligations.

     The Company expects to have sufficient cash, through its current cash and 
short-term investment position and from operations, to meet its fiscal 1996 
operating requirements.  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.

     In March and April, 1995, the Company repurchased and retired 46% of the 
outstanding  shares of its Series B and Series C Senior Preferred Stock (the 
"Preferred Stock") from two of the three preferred shareholders.  In the March 
transaction, the Company paid $950,000 for 37,240 shares of the Preferred Stock 
which had a redemption price of more than $4.9 million, including cumulative 
undeclared dividends of $1.2 million.  In the April transaction, the Company 
paid $1.2 million for 46,549 shares of the Preferred Stock which had a 
redemption price of $6.2 million, including cumulative undeclared dividends in 
excess of $1.5 million.  For purposes of computing earnings per share for the 
six months ended September 30, 1995, the April transaction resulted in the 
availability of $5.0 million additional earnings to common stockholders, 
representing the difference between the carrying amount of the redeemed 
preferred stock, including cumulative undeclared dividends, and the price paid 
by the Company to repurchase the stock.

     For the remaining preferred shareholder, General Electric Company ("GE"), 
the Preferred Stock accrues dividends at a rate of 12% per annum, effective 
June 1, 1995.  The original rate was 10% per annum.  The dividend rate is 
subject to scheduled annual increases of 2% per annum on June 1, 1996 and 1% 
per annum on June 1, 1997.  The per annum dividend rate on the Preferred Stock 
is also subject to a 2% increase should the Company breach any of certain 
covenants outlined in the Preferred Stock Purchase Agreement or not pay in full 
when due any dividends on the Preferred Stock.  The Company is not in 
compliance with certain of the covenants in the Preferred Stock Purchase 
Agreement and has not paid the dividends due on the remaining Preferred Stock.  

                                      -8-
<PAGE>
Consequently, dividends have been calculated at an aggregate dividend rate of 
12% per annum through May 31, 1995, and are currently calculated at 14% per 
annum.  To the extent declared, such dividends would be payable quarterly in 
the amount of $348,000 in cash.  Unpaid cumulative dividends in arrears on the 
remaining Preferred Stock total $3.9 million as of September 30, 1995.  The 
Company has suspended discussions with GE regarding the remaining Preferred 
Stock, pending resolution of the arbitration concerning the GEMS Agreement 
referred to above.

     As discussed in Note 8 to the unaudited interim Consolidated Financial 
Statements, on June 13, 1995, Ronald Walters filed a claim against the Company 
for patent infringement and unjust enrichment.  While the Company cannot 
predict the likely outcome of this matter at this time, a judgment against the 
Company could have a material adverse impact on the Company's results of 
operations and liquidity.  Management believes that it has valid defenses 
against this claim.

Corporate Repositioning

     As previously discussed in Results of Operations, GEMS, the Company's 
major customer, informed the Company that it would not purchase additional 
ST-RP units from the Company after May 1995.  Revenue from GEMS accounted for 
74% of total revenue in the first six months of fiscal 1996.  The Company does 
not anticipate any additional orders from GEMS for the ST-RP product.

     In May and August 1995, the Company received Food and Drug Administration 
approval to market the Image Management Server and the Film Image Scan System, 
two of the Company's new products.  The Company continues to work on these and 
other products in the imaging and information systems market and anticipates 
bringing some of the products to market during the third quarter of fiscal 
1996.  The Company can give no assurances that the new products will be 
accepted in the market place or will significantly offset the lost revenue from 
GEMS.  

     In May 1995, the Company engaged the investment banking firm of Broadview 
Associates, LP of San Mateo, California to assist the Company in the 
identification of strategic opportunities.  The Company continues to review 
business opportunities and new products that build on the Company's experience.




                                      -9-
<PAGE>
PART II.  OTHER INFORMATION

     Item 1.  Legal Proceedings

     See Part I, Item 1, Note 8.

     Item 3.  Defaults Upon Senior Securities

     The Company's Series B and C Senior Preferred Stock (the "Preferred 
Stock") issued in May 1990 accrues dividends at a rate of 12% per annum, 
effective June 1, 1995.  The original rate was 10% per annum.  The dividend 
rate is subject to scheduled annual increases of 2% on June 1, 1996 and 1% per 
annum on June 1, 1997.  The per annum dividend rate on the Preferred Stock is 
also subject to a 2% increase should the Company breach any of certain 
covenants outlined in the Preferred Stock Purchase Agreement or not pay in full 
when due any dividends on the Preferred Stock.  The Company is not in 
compliance with certain of the covenants in the Preferred Stock Purchase 
Agreement and has not paid the dividends due on the Preferred Stock.  
Consequently, dividends have been calculated at an aggregate dividend rate of 
12% per annum through May 31, 1995, and are currently calculated at 14% per 
annum.  To the extent declared, such dividends would be payable quarterly in 
the amount of $348,000 in cash.  Unpaid cumulative dividends in arrears on the 
Preferred Stock total $3.9 million as of September 30, 1995.  The Company has 
suspended discussions regarding the Preferred Stock with the holder, GE, 
pending resolution of the arbitration concerning the GEMS Agreement referred to 
above.

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

     The Company held its Annual Meeting of Stockholders on August 16, 1995.  
16,251,706 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 three directors.  99,307 shares of the Series B and Series C 
Preferred Stock were present, in person or by proxy, at the Annual Meeting.

     At the Annual Meeting, Herbert Shaw was elected to the Company's Board of 
Directors for a term equal to the earliest of one year, 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 nomination of Mr. Shaw to the Board of 
Directors.  15,761,198 shares were voted for Mr. Shaw and 490,508 shares were 
withheld.

     At the Annual Meeting, Robert C. Compton was elected to the Company's 
Board of Directors for a term equal to the earliest of two 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 nomination of Mr. Compton to the Board of 
Directors.  15,762,198 shares were voted for Mr. Compton and 489,508 shares 
were withheld.

     At the Annual Meeting, Alan O. Maxwell was 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 nomination of Mr. Maxwell to the Board of 
Directors.  15,762,354 shares were voted for Mr. Maxwell and 489,352 shares 
were withheld.

                                     -10-
<PAGE>
      Francis Jungers and Dr. Carl Ravin continue as Directors of the Company.  
The term of Mr. Jungers expires on the date of the 1996 Annual Meeting of 
Stockholders.  The term of Dr. Ravin expires on the date of the 1997 Annual 
Meeting of Stockholders.

     Item 6.  Exhibits and Reports on Form 8-K

     (a) Exhibits.

         Exhibit No. 11 - Statement Regarding Computation of Per Share Earnings

     (b) Reports on Form 8-K.

         No reports on Form 8-K were filed by the Company during the quarter 
         ended September 30, 1995.


                                  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, 1995                   /s/ Robert C. Compton        
                                            Robert C. Compton
                                            Chairman of the Board of Directors,
                                            President and Chief Executive
                                            Officer and Director

                                            /s/ Brenda A. Potosnak       
                                            Brenda A. Potosnak
                                            Controller, Treasurer, Secretary
                                            and Principal Accounting Officer



                                     -11-
<PAGE>