FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549



QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) of
the SECURITIES EXCHANGE ACT OF 1934

	
	For Quarter Ended							Commission File No.
	February 28, 1997							0-13920




SYSTEMS TECHNOLOGY ASSOCIATES, INC.
(Exact name of registrant as specified in its charter)


		Florida									54-0802071
(State or other jurisdiction of		   		 			 (IRS Employer ID No.)
incorporation or organization)


14 Bryant Court
Sterling, Virginia  20166
(Address of Principal executive offices)

(703) 471-8000
(Registrant's telephone number)


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 			 

Indicate the number of shares outstanding of each of the issuer's classes of 
common stock as of the latest practicable date: Common Stock, par value $.50 per
share; 3,215,259 shares outstanding as of February 28, 1997.

SYSTEMS TECHNOLOGY ASSOCIATES, INC.
Notes to Financial Statements


1.	Inventories:

<TABLE>
<CAPTION>

Inventories consist of the following:
<S>                       <C>             <C>
							                   2/28/97         2/29/96

Raw Materials				         $   34,039	     $ 253,000
Work-In-Process					              -0-	     	  -   0-
Sub-assembly				               9,270	        60,808 

Total			               	  $   43,309  	   $ 313,808
</TABLE>


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

Results of Operations

The Company showed continued loses in the third quarter. Sales declined from 
$629,962 in the second quarter to $391,675. Gross margins were approximately 
12.5 percent. With sales, general and administrative (SG&A) expenses of 
$82,278, 21 percent of sales, the result was a net loss of $36,089. While 
sales for the last two quarters totaled over $1 Million compared to sales of 
only $902,000 for all of last fiscal year, the meager gross margins could not 
support the SG&A cost structure the company had. Therefore, as mentioned in last
quarters narrative, the Company, starting in February, undertook to both cut 
G&A expenses and to try to improve gross sales margins. Overhead costs have 
been reduced from about $40,000 in January to about $12,000 as of May, reducing 
our breakeven point to about $100,000 in monthly sales. Sales for the three 
months ended May appear to have slightly exceeded $300,000.

Improving gross sales margins is a much more difficult problem to resolve as 
most of our sales are as a reseller where the discounts from our suppliers limit
us to about a twenty percent markup or about 16.6 percent of actual sales. We 
also have to compete with our suppliers for the same customers and have no 
protected territories. Since our suppliers can offer their product direct and 
have greater pricing flexibility, STA faces a continual uphill battle for sales 
and acceptable margins. The Company, lacking the financial strength to 
undertake product development directly, is attempting to work with a university 
and another Company to develop a new product that should provide more 
satisfactory margins with less competition. This product, however, is designed 
to serve a limited market. The Company continues to look for new products to 
resell that will provide better margins and sales growth.




Liquidity and Capital Resources

The Company's losses for the last nine months entirely sapped what little 
working capital the Company had. With a negative net worth, which deteriorated 
further in each of the last three quarters, it is now most critical for the 
Company to return to profitability immediately if it is to continue its 
existence. The Company will also attempt to convert existing notes payable to 
affiliated parties and past management into common stock to reduce debt and 
improve net worth. 



PART II. OTHER INFORMATION

ITEM 6.  Exhibits and Reports on Form 8-K

a)	  Reference is made to the Exhibit Index immediately 
		   following the signature page of this report.

b)   There was one Form 8-K filed during this quarter.





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.


Date:  11 June 1997	     Systems Technology Associates, Inc.
								(Registrant)


	

						 /s/ Terry A. Scott
						Terry A. Scott
						Chairman of the Board  
						 

EXHIBIT INDEX


Exhibits


	* 3(a) - Articles of Incorporation of Registrant

	* 3(b) - By-Laws of Registrant







	*Incorporated by reference from exhibits to Registrants for 
	 S-18 Registration Statement, Registration No. 2-94042W.


<TABLE>
<CAPTION>

                         SYSTEMS TECHNOLOGY ASSOCIATES, INC.

                                    Balance Sheet

<S>                           <C>                <C>
                              Unaudited          Audited
ASSETS                        2/28/97            5/31/96
CURRENT ASSETS:
 Cash                          16,259              24,859 
 Accounts Receivable          192,992              89,252 
 Costs and Estimated 
  Earnings in excess
  of Billings on Uncompleted 
  Contracts                         -              42,348 
 Inventory                     43,309              43,309 
 Prepaid Expenses and 
  Miscellaneous                 1,380                  25 

TOTAL CURRENT ASSETS          253,940             199,793 

Fixed Assets Net of 
 accum deprn                   15,357              14,294 

TOTAL ASSETS                  269,297             214,087 

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
 Notes Payable-Bank            12,500              12,500 
 Notes Payable-Other           58,508              37,950 
 Accounts Payable-Trade       156,808              10,841 
 Payroll Taxes Payable            681               2,946 
 Accrued Expenses              25,616              24,934 

TOTAL CURRENT LIABILITIES     254,113              89,171 

LONG TERM LIABILITIES:
 Notes Payable-Bank             4,833              14,208 
 Notes Payable-Other           78,233             154,233 
 Accrued Expenses              27,096              68,366 
 Deferred Accounts Payable     16,700              63,650 

TOTAL LONG TERM LIABILITIES   126,862             300,457 

TOTAL LIABILITIES             380,975             389,628 

STOCKHOLDERS' EQUITY:
 Redeemable Preferred Stock,
  $50 Par 2000 shrs 
  Authorized, 2000 issued           -             100,000 
 Common Stock, $.50 Par, 
  8,000,000 shrs
  Authorized, 3,424,363 
  shrs Issued, 3,215,259 
  shrs Outstanding          1,754,585           1,712,635 
 Capital in Excess of Par 
  Value                     2,464,536           2,330,162 
 Retained Deficit          (4,311,059)         (4,317,770)
 Treasury Stock               (19,740)               (568)
TOTAL STOCKHOLDERS' 
 EQUITY                      (111,678)           (175,541)

TOTAL LIABILITIES & 
 STOCKHOLDERS' EQUITY         269,297             214,087 

</TABLE>

<TABLE>
<CAPTION>
                     SYSTEMS TECHNOLOGY ASSOCIATES, INC.

 
                          Statements of Operations
                                (Unaudited)

<S>                            <C>               <C>
                               THREE MONTHS ENDED AS OF: 
                               2/28/97           2/28/96
Revenues:
 Sales of product less sales
  discount                       391,675           244,809 
 Cost of sales                   342,389           165,660 
 Selling, general & 
  administrative expense          82,278            79,656 
 Interest expense                  3,097             4,303 

Total                            427,764           249,619 

Operating Income                 (36,089)           (4,810)
Other Income                       1,382             2,000 
Income (Loss) before provision
 for income taxes and 
 extraordinary item              (34,707)           (2,810)
Provision for income taxes             -                 - 
Net income (loss) before 
 extraordinary item              (34,707)           (2,810)
Extraordinary Items:
 Tax Benefit from prior year 
  Net Operating Loss 
  Carryforward                         - 

Net Income (Loss)                (34,707)           (2,810)

Earnings (Loss) per share 
 (based on the weighted
 average number of shares
 outstanding in each year:
  Income (Loss) before 
    extraordinary items              $-                 $- 
 Extraordinary items                 $-                 $- 
 Net Income Per Share                $-                 $- 
 Weighted average number of 
  shares outstanding          3,215,259          3,424,363 

</TABLE>

<TABLE>
<CAPTION>
                  SYSTEMS TECHNOLOGY ASSOCIATES, INC.

                      Statements of Operations
                              (Unaudited)

<S>                              <C>              <C>
                                 NINE MONTHS ENDED AS OF 
                                 2/28/97          2/28/96
Revenues:
 Sales of product less sales 
  discount                       1,137,728          757,737 
 Cost of sales                     964,240          586,295 
 Selling, general & 
  administrative expense           234,492          176,657 
 Interest expense                    9,972           14,342 

Total                            1,208,704          777,294 

Operating Income                   (70,976)         (19,557)
Other Income 
 Extinguishment/Forgiveness 
  of Indebtedness                   77,687           32,857 
 Income (Loss) before provision 
  for income taxes and 
  extraordinary item                 6,711           13,300 
 Provision for income taxes          1,007            1,995 
 Net income (loss) before 
  extraordinary item                 5,704           11,305 
 Extraordinary Items:
  Tax Benefit from prior year 
   Net Operating Loss 
   Carryforward                      1,007            1,995 

Net Income (Loss)                    6,711           13,300 

Earnings (Loss) per share (based 
 on the weighted average number 
 of shares outstanding in each 
 year:
  Income (Loss) before 
   extraordinary items                  $-               $- 
  Extraordinary items                   $0.02           $0.00 
  Net Income Per Share                  $0.00           $0.00 
  Weighted average number of 
   shares outstanding            3,215,259       3,424,363 

</TABLE>

<TABLE>
<CAPTION>
                    SYSTEMS TECHNOLOGY ASSOCIATES, INC.

                         Statements of Cash Flow
                               (Unaudited)

<S>                            <C>              <C>
                               2/28/97          2/28/96
OPERATING ACTIVITIES:
 Net Income (Loss)                 6,711           13,300 
 Adjustments to reconcile 
  Net Income (Loss) to 
  Net Cash provided by 
  operating activities:
   Depreciation and 
    Amortization                  5,328             6,357 
 Decrease (Increase) in 
  Assets:
   Accounts Receivable-Billed  (103,740)          (41,767)
   Accounts Receivable-
    Unbilled                     42,348           124,695 
   Inventory                          -             5,000 
   Prepaid Expenses & 
    Miscellaneous                (1,355)           (1,409)

 Increase (Decrease) 
  in Liabilities:
   Accounts Payable-Trade       145,967           (33,895)
   Payroll Taxes Payable         (2,265)            1,587 
   Accrued Expenses              (6,337)          (40,814)
   Advance from Customer          7,020             6,561 

Net Cash Provided by 
 (Used in) Operating 
 Activities                      93,677            39,615 

INVESTING ACTIVITIES:
 Acquisition of Property 
  & Equipment                    (6,391)           (4,644)
 Net Cash Used in 
  Investing Activities           (6,391)           (4,644)

FINANCING ACTIVITIES:
 Proceeds from Additional 
  Borrowing                      26,000                 - 
 Extinguishment/Forgiveness
  of Debt                       (76,000)          (32,857)
 Repayment of Notes Payable     (14,817)          (42,021)
 Increase Paid in Capital       134,374                 - 
 Issue Common Stock              41,950                 - 
 Purchase Treasury Stock        (39,797)                - 
 Sale of Treasury Stock          20,625                 - 
 Retirement Preferred Stock    (100,000)                - 
 Retirement long-term 
  Deferred Payables             (46,950)                - 
 Proceeds on Sale of 
  Stocks/Equipment                    -               725 
 Net Change in long-
  term Accrued Expenses         (41,271)            16,700 
 Net Cash Provided by 
  (Used in) Financing 
  Activities                    (95,886)           (57,453)
 Net Increase (Decrease) in 
  Cash                           (8,600)           (22,482)
 Cash-Beginning of Year          24,859             35,263 
 Cash-Ending Balance             16,259             12,781 

</TABLE>