SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                                FORM 10-QSB
                               _____________


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

For the quarter ended October 31, 1997

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


 
                          Commission File No. 1-25362


                             INFOSAFE SYSTEMS, INC.
        (Exact Name of Small Business Issueras Specified in Its Charter)


         Delaware                                        13-3645702
-------------------------------                    ----------------------
(State or Other Jurisdiction of                       (I.R.S. Employer
 Incorporation or organization)                    Identification Number)


                              342 Madison Avenue
                                  Suite 622
                              New York, NY  10173
                   ----------------------------------------
                   (Address of Principal Executive Offices)


                                (212) 867-7200
               ------------------------------------------------
               (Issuer's Telephone Number, Including Area Code)

 
                                 Not Applicable
             ----------------------------------------------------   
             (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)

     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 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_____

     State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.

     Class                                   Outstanding at November 30, 1997:
     ------------------------------------    ---------------------------------
     Class A Common Stock, $.01 par value               4,720,419 shares

     Class B Common Stock, $.01 par value               1,372,137 shares



                 Traditional Small Business Disclosure Format

                        Yes__X__                 No_____






                            INDEX TO FORM 10-QSB


                                                                     PAGE
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

Consolidated Balance Sheets as of July 31, 1997 and
  October 31, 1997  (Unaudited)........................................ 3

Consolidated Statements of Operations for the Three Months
  ended October 31, 1996 and October 31, 1997 (Unaudited)
  and for the period November 18, 1991 (Inception) through
  October 31, 1997  (Unaudited).........................................4

Consolidated Condensed Statements of Cash Flows for the
  Three Months ended October 31, 1996 and October 31, 1997
  (Unaudited) and for the period November 18, 1991
  (Inception) to October 31, 1997 (Unaudited)...........................5

Notes to Financial Statements...........................................6

Item 2.  Management's Discussion and Analysis of Financial
  Condition and Results of Operations.................................7-9


PART II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K..............................10

SIGNATURES.............................................................11







                   INFOSAFE SYSTEMS, INC. AND SUBSIDIARY
                       (a development stage company)

                        CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                             July 31, 1997      October 31, 1997
                                                                            ---------------     ----------------
<S>                                                                         <C>                 <C>
ASSETS
Current assets
    Cash and cash equivalents                                               $      392,860      $      157,732
    Accounts receivable - net of allowance for doubtful accounts             
     of $6,500 ($5,000 July 31, 1997)                                                6,149               6,798
    Marketable securities - available for sale                                   2,498,945           1,903,130
    Prepaid expenses and other assets                                              169,853             162,153
                                                                            ---------------     ----------------
        Total current assets                                                     3,067,807           2,229,813

Fixed assets                                                                       232,838             249,319
Software development costs                                                               0             222,561
Other assets                                                                       191,734             175,009
                                                                            ---------------     ----------------
        Total assets                                                        $    3,492,379      $    2,876,702


LIABILITIES
Current liabilities:
    Accounts payable                                                       $       234,422      $      160,012
    Loan payable                                                                    27,180              27,180
    Capital lease obligation                                                        10,364               7,875
    Purchase agreement                                                              85,000              70,000
    Accrued expenses                                                               115,618              90,749
    Due to stockholder                                                              60,000                   0
                                                                           ----------------     ----------------
        Total current liabilities                                                  532,584             355,816
                                                                           ----------------     ----------------



STOCKHOLDERS' EQUITY
Common stock:
    Class A - par value $.01 per share, 40,000,000 shares authorized,
     one vote per share; 4,720,419 shares issued and outstanding                    47,204              47,204
    Class B - par value $.001 per share, 2,000,000 shares authorized,
     six votes per share; 1,372,566 shares issued and outstanding,
     including 781,244 shares held in escrow                                         1,433               1,433
    Class E-1 - par value $.01 per share 2,000,000 shares authorized,
     one vote per share; 1,432,137 shares issued and to be issued
     redemption value $.0001 per share                                              14,321              14,321
    Class E-2 - par value $.01 per share 2,000,000 shares authorized,
     one vote per share; 1,432,137 shares issued and to be issued
     redemption value $.0001 per share                                              14,321              14,321
Additional paid-in capital                                                      14,175,808          14,203,799
(Deficit) accumulated during development stage                                 (11,302,220)        (11,763,896)
Unrealized gain on marketable securities                                             8,928               3,704
                                                                           ----------------     ----------------
        Total stockholder's equity                                               2,959,795           2,520,886
                                                                           ----------------     ----------------
           
        Total liabilities and stockholders' equity                         $     3,492,379      $    2,876,702
                                                                           ----------------     ----------------
</TABLE>

     Attention is directed to the accompanying notes to financial statments






INFOSAFE SYSTEMS, INC. AND SUBSIDIARY
(a development stage company)

Consolidated Statements of Operations
(Unaudited)

                              For the Three Months              Period From
                                Ended October 31,            November 18, 1991
                          -----------------------------     (inception) through
                               1996            1997          October 31, 1997
                          -----------------------------     -------------------
Revenue:

   License Fees                                             $      350,000

   Other                  $    11,678      $     3,150             262,313
                          ------------     ------------     -------------------
      Total                    11,678            3,150             612,313
                          ------------     ------------     -------------------

Expenses: 

   Cost of revenue             14,641            2,308             247,707

   Operating expenses         505,590          504,152          10,880,982

   Write-down of assets        30,000                0             977,356
                          ------------     ------------     -------------------
      Total                   550,231          506,460          12,106,045
                          ------------     ------------     -------------------
Operating (loss)             (538,553)        (503,310)        (11,493,732)

Interest and investment
 income                        14,857           41,887             527,510

Settlement expense                                                (394,828)

Minority interest                                                    1,000

Interest expense                 (504)            (253)           (395,446)
                          ------------     ------------     ------------------
Net (loss)                $  (524,200)     $  (461,676)     $  (11,755,496)
                          ------------     ------------     ------------------
Net (loss) per common
 share                    $     (0.15)     $     (0.09)
                          ------------     ------------
Weighted average number
 of common shares           3,468,614        5,311,741
                          ------------     ------------


   Attention is directed to the accompanying notes to finincial statements





                     INFOSAFE SYSTEMS, INC. AND SUBSIDIARY
                        (a development  stage company)

                Consolidated Condensed Statements of Cash Flows
                                 (Unaudited)
<TABLE>
<CAPTION>

                                                      For the Three Months               Period From
                                                        Ended October 31,             November 18, 1991
                                                 -------------------------------     (inception) through
                                                      1996              1997          October 31, 1997
                                                 -------------------------------     -------------------
<S>                                              <C>               <C>               <C>
Cash flows from operating activities:
    Net (loss)                                  $    (524,200)     $   (461,676)     $   (11,755,496)
    Adjustments to reconcile net (loss) to
     net cash (used in) operating activities:
        Write-down of assets                           30,000                 0              977,356
        Other net cash provided by (used in)
         operating activities                         124,676           (86,226)           1,398,809
                                                --------------     -------------     -------------------
            Net cash (used in) operating
             activities                              (369,524)         (547,902)          (9,379,331)
                                                --------------     -------------     -------------------

Cash flows from investing activities:
    Purchases of marketable securities               (339,238)         (499,726)         (15,804,276)
    Sales of marketable securities                    690,186         1,090,317           13,904,850
    Other investing activities                         10,650          (260,328)          (1,845,884)
                                                --------------     -------------     -------------------
            Net cash provided by (used in)
             investing activities                     361,598           330,263           (3,745,310)
                                                --------------     -------------     -------------------

Cash flows from financing activities:
    Proceeds from issuance of common stock                                                16,075,260
    Costs in connection with sale of 
     common stock                                                                         (2,912,671)
    Payment of purchase agreement                                       (15,000)            (157,840)
    Exercise of warrants and options                   60,000                                424,895
    Proceeds from bridge loan                                                              1,500,000
    Payment of bridge loan                                                                (1,500,000)
    Payment of deferred financing costs                                                     (224,919)
    Other financing activities                        (17,238)           (2,489)              77,648
                                                --------------     -------------     -------------------
            Net cash provided by (used in)
             financing activities                      42,762           (17,489)          13,282,373
                                                --------------     -------------     -------------------

Net increase (decrease) in cash and cash
 equivalents                                           34,836          (235,128)             157,732

Cash and cash equivalents, beginning 
 of period                                             50,466           392,860           
                                                --------------     -------------     -------------------

Cash and cash equivalents, end of period        $      85,302      $    157,732      $       157,732
                                                --------------     -------------     -------------------

</TABLE>


    Attention is directed to the accompanying notes to financial statements






                         NOTES TO FINANCIAL STATEMENTS
                                 (Unaudited)

(Note A)   Basis of Presentation and the Company:

     (1) Basis of presentation:

     The accompanying unaudited consolidated condensed financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions
to Form 10-QSB and Article 3 of Regulation S-B.  Accordingly, they do
not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.  In
the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for fair presentation have
been included.  Operating results for the three-month period ended
October 31, 1997 and for the period from November 18, 1991 (inception)
to October 31, 1997 are not necessarily indicative of the results that
may be expected for the year ending July 31, 1998.

     The consolidated balance sheet at July 31, 1997 has been derived from
the audited consolidated financial statements at that date but does
not include all the footnotes required by generally accepted
accounting principles for complete financial statements.  For further
information, refer to the audited financial statements and footnotes
thereto included in the Form 10-KSB for the Company's fiscal year
ended July 31, 1997.

     (2) Organization and business:

     Infosafe Systems, Inc. (the "Company") is a development stage company
engaged in the design, development and marketing of systems for
securing, controlling, metering and auditing electronic products,
documents and programs for use in stand-alone applications, corporate
networks and open networks such as the Internet. The Company has
developed the  AInfosafe7 System@ which  meters the usage of
information and can release information on a "pay per use" basis.  The
Company initially developed a hardware-based distribution system and
is currently developing software-based distribution systems utilizing
this technology.

(Note B) - Summary of Significant Accounting Policies:

     Net loss per share of common shares is based on the weighted average
number of shares outstanding during the period excluding Class B
shares in escrow and all Class E-1 and Class E-2 shares.


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

     Except for the description of historical facts contained herein, this
Form 10-QSB contains certain forward-looking statements within the
meaning of the Asafe harbor@ provisions of the Private Securities
Litigation Reform Act of 1995 concerning applications of the Company's
technologies and the Company's proposed products and future prospects,
that involve risks and uncertainties, including the possibility that
the Company will (i) be unable to commercialize products based on its
technology, or (ii) that it will ever achieve profitable operations,
as detailed herein under AItem 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations@ and from time to
time in the Company's filings with Securities and Exchange Commission
and elsewhere.  Such statements are based on management's current
expectations and are subject to a number of factors and uncertainties
which could cause actual results to differ materially from those
described in the forward-looking statements.  The Company's actual
results could differ materially from those discussed herein.

Overview

     The Company is a development stage company engaged in the design,
development and marketing of systems for securing, controlling,
metering and auditing electronic products, documents and programs, for
use in stand-alone applications, corporate networks and open networks
such as the Internet.  From November 18, 1991 (inception) to October
31, 1997,  the Company recognized revenues of approximately $612,000,
and had an accumulated deficit of approximately $11.8 million. The
Company has continued to operate at a deficit since inception and
expects to continue to operate at a deficit until such time, if ever,
as operations generate sufficient revenues to cover costs.  The
Company ability to generate revenues and operate profitably, and
continue as a going concern, is dependent on its ability to launch and
market the new product lines developed by its majority-owned
subsidiary Internet Commerce Corporation (ICC), as well as its ability
to commercialize the advanced imaging applications licensed from Visus
Technologies Inc.  The likelihood of the success of the Company must
be considered in light of the difficulties and risks inherent in a new
business.  There can be no assurance that revenues will increase
significantly in the future or that the Company will ever achieve
profitable operations.

     In February and March, 1997, the Company realized net
proceeds of approximately $4,165,000 from gross proceeds of $5,050,000
raised in a private placement (the "1997 Private Placement") of
1,603,200 IPO Units. Each IPO unit consists of one share of Class A
Common Stock, 1.1172 redeemable Class A Warrants and 1.1172 redeemable
Class B Warrants. As a result of the sale of the securities in the
1997 Private Placement, pursuant to the anti-dilution provisions
contained in the Class A Warrants and the Class B Warrants, the
purchase price to be paid upon exercise of each Class A Warrant and
Class B Warrant of the Company by the holder of such warrants has been
adjusted from $6.50 to $5.82 for the Class A Warrants and from $8.75
to $7.83 for the Class B Warrants. Further, as a result of the 1997
Private Placement, an additional 0.11721 Class A Warrants were issued
for each outstanding Class A Warrant and an additional 0.11721 Class B
Warrants were issued for each outstanding Class B Warrant.
Accordingly, an aggregate of an additional 494,623 Class A Warrants
and 396,830 Class B Warrants were issued by the Company to holders of
outstanding Class A Warrants and Class B Warrants respectively,
resulting in an aggregate of 4,714,718 Class A Warrants and 3,782,550
Class B Warrants outstanding. Additionally, the Company has extended
the expiration date of the Class A Warrants and the Class B Warrants
to February 18, 2002.

     The Company has incurred substantial losses since inception and
anticipates losses to continue through the fiscal year ending July 31,
1998 ("Fiscal 1998") as the Company attempts to seek commercial
markets for its products and attempts to develop new applications for
its technology.  The net proceeds of the 1997 Private Placement were
partially used to form and purchase a majority interest in ICC and to
license Visus' technology, and is being used for the development and
marketing of the new product lines.  Although management believes that
the Company will develop and market the new line of Electronic
Commerce (EC) and advanced imaging products and services, there can be
no assurance that it will be able to do so or that its present
resources or access to additional financing will be adequate, if
available at all, to achieve these objectives or to continue as a
going concern.


Results of Operations

Three Months Ended October 31, 1997 Compared with Three Months Ended
October 31, 1996.

     Revenues were approximately $3,000 and $12,000, respectively, for  the
three months ended October 31, 1997 (the "1997 Three Months@), and for
the three months ended October 31, 1996 (the "1996 Three Months@).
The 1997 Three Months revenues were generated from ICC consulting.
The 1996 Three Months revenues were generated from Design Pallet which
is no longer supported by the Company.

     Operating expenses were approximately $504,000 for the 1997 Three
Months and approximately $506,000 for the 1996 Three Months.
Administrative expenses increased approximately $77,000 and Technical
expenses increased approximately $144,000 from the comparable period a
year ago, but were offset by the capitalization of software
development costs of approximately $223,000 not present in the prior
year period.

     For the 1996 Three months, assets held for lease were written down by
$30,000.

     The Company had income from investments of approximately $42,000 for
the 1997 Three Months and approximately $15,000 in the 1996 Three
Months.  The increase is due to an increase in average balances of
investment securities for the period.

     Interest expense was approximately $400 in the 1997 Three Months and
approximately $500 in the 1996 Three Months.  Interest expense is
attributed to the financing of capital assets.

     The net loss for the 1997 Three Months was $461,676 compared to
$524,200 for the 1996 Three Months.  Management believes that losses
will continue through fiscal 1998 as the Company is still in the
development stage and is in the process of commercializing and
marketing new products.

Liquidity and Capital Resources

     The Company has incurred substantial losses since inception.  Although
no assurance  can be given, the Company anticipates that revenues may
be generated commencing with the fiscal quarter ending April 30, 1998,
although as a result of increased expenses associated with any such
revenues, losses may increase, or the decrease in losses realized in
fiscal 1998 compared to fiscal 1997 may not be similarly realized in
fiscal 1998 compared to fiscal 1997.
At October 31, 1997, the Company had working capital of approximately
$1.9 million.  The Company has financed its operations through private
placements during fiscal 1994, its initial public offering during
fiscal 1995 (the "IPO") and a private placement in March 1997.  The
Company anticipates losses through fiscal 1998 as the Company attempts
to market its products and develop new applications for its
technologies.  The Company does not have sufficient financial
resources to continue its operations beyond fiscal 1998 without
obtaining additional financing.  There can be no assurance that the
Company will be able to obtain the necessary financing or to generate
sufficient revenue to continue its operations and continue as a going
concern.  Any additional equity financing would be dilutive to
stockholders, and debt financing, if available, may contain covenants
that might restrict the Company's ability to implement its current
objectives.

     The Company has a net operating loss carryforward of approximately
$10.4 million to offset future taxable income for federal tax
purposes.  The utilization of the loss carryforward to reduce future
income taxes will depend on the Company's ability to generate
sufficient taxable income prior to the expiration of the net operating
loss carryforwards.  The carryforward expires from 2007 to 2012.  The
Internal Revenue Code of 1986, as amended, contain provisions which
limit the use of available net operating loss carryforwards in any
given year should significant changes (greater than 50%) in ownership
interests occur.  Due to the IPO, the net operating loss carryover of
approximately $1,900,000 incurred prior to the IPO will be subject to
an annual limitation of approximately $400,000 until that portion of
the net operating loss is utilized or expires.





PART II.  OTHER INFORMATION


Item 5:  Other Information

On September 18, 1997, Stanley Bielak was appointed to the Company's
Board of Directors to fill the vacancy created by the resignation of
Thomas H. Lipscomb.


Item 6:  Exhibits and Reports on Form 8-K

(a)  Exhibit(s).

     Number      Description                      Method of Filing
     ------      ---------------------------      ------------------------
     10.17       Lease for Executive Offices      Filed with this Document

     27          Financial Data Schedule          Filed with this Document


(b) Reports on Form 8-K

There were no reports on Form 8-K filed for the quarter ending October
31, 1997.






                             SIGNATURES

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


                                   INFOSAFE SYSTEMS, INC.


Dated: December 12, 1997           By:_/s/_Arthur R. Medici_________________
                                      Arthur R. Medici, President, Chief
                                      Executive Officer, Director (Principal
                                      Executive Officer)

                                   By:_/s/_Alan N. Alpern___________________
                                      Alan N. Alpern, Chief Financial
                                      Officer (Principal Financial Officer)

                                   By:_/s/_Walter M. Psztur_________________
                                      Walter M. Psztur, Controller and
                                      Secretary (Principal Accounting
                                      Officer)