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.
	November 30, 1996							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 		No 	  X		 

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 November 30, 1996.

SYSTEMS TECHNOLOGY ASSOCIATES, INC.
Notes to Financial Statements
<TABLE>
<CAPTION>

1.	Inventories:

	Inventories consist of the following:

<S>                    <C>             <C>
            						     11/30/96        11/30/95

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

	Total:						          $   43,309	     $ 313,808

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

Results of Operations

Sales for the Quarter ended November 30, 1996 totaled $629,961, a substantial 
increase over last year's sales of $154,909. Much of the Quarter's sales 
resulted from one large order which does not represent an on going stream of 
revenue. In spite of the large level of sales for the Quarter, the Company 
incurred an operating loss of $6,203. There were two main reasons for the 
loss. First the margins on the business generated were low, as the Company was 
acting as a reseller for most of the sales generated. Secondly, the Company 
substantially increased its overhead with the hiring of our new President and 
an administrative manager.

Upon obtaining the results for the quarter and observing the results for 
December and January, Management made an assessment of its resources, sales 
potential, and its cost structure. As the Company has a negative net worth, 
it cannot incur operation losses for any sustained period of time. Therefore, 
the Company embarked on a drastic cost reduction program in February that 
reduced monthly overhead from about $40,000 to $12,000 as of May 1, 1997. 
Due to our current low margins as a reseller, the Company still needs to 
generate about $100,000 in monthly sales to break even. While management 
feels this is achievable, the Company has no protected territories for the 
products it resells and thus competes directly with the manufacturers for 
sales. The Company will undergo further cost cutting, if necessary, to survive. 
In addition, the Company will work to find other related products where we can 
both improve our slim margins and increase sales.






Liquidity and Capital Resources

Continuing losses have added to the existing negative net worth. Lack of capital
and on going debt payments continue to threaten the Company's survival, keeping 
pressure on management and limiting our options for new directions.








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.



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<CAPTION>


                 SYSTEMS TECHNOLOGY ASSOCIATES, INC.


                            Balance Sheet

<S>                        <C>              <C>
                           Unaudited        Audited

ASSETS                     11/30/96         5/31/96

CURRENT ASSETS:
  Cash                      20,445           24,859 
  Accounts Receivable      562,162           89,252 
  Costs and Estimated 
    Earnings in excess
    of Billings on 
    Uncompleted Contracts   11,178           42,348 
  Inventory                 43,309           43,309 
  Prepaid Expenses and 
    Miscellaneous            1,375               25 

TOTAL CURRENT ASSETS       638,469          199,793 

Fixed Assets Net of accum 
deprn                       15,854           14,294 

TOTAL ASSETS               654,323          214,086 



LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Notes Payable-Bank        12,500           12,500 
  Notes Payable-Other       61,624           37,950 
  Accounts Payable-Trade   502,179           10,841 
  Payroll Taxes Payable      3,060            2,946 
  Accrued Expenses          18,964           24,934 

TOTAL CURRENT LIABILITIES  598,327           89,171 

LONG TERM LIABILITIES:
  Notes Payable-Bank         7,958           14,208 
  Notes Payable-Other       78,233          154,233 
  Accrued Expenses          30,076           68,366 
  Deferred Accounts 
    Payable                 16,700           63,650 

TOTAL LONG TERM 
  LIABILITIES              132,967          300,458 

TOTAL LIABILITIES          731,294          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        2,330,161 
Retained Deficit        (4,276,352)      (4,317,770)
Treasury Stock             (19,740)            (568)

TOTAL STOCKHOLDERS' 
  EQUITY                   (76,971)        (175,542)


TOTAL LIABILITIES & 
  STOCKHOLDERS' 
  EQUITY                   654,323          214,087 

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<CAPTION>

                SYSTEMS TECHNOLOGY ASSOCIATES, INC.

                      Statements of Operations
                             (Unaudited)

<S>                             <C>              <C>
                                THREE MONTHS 
                                ENDED AS OF: 
                                11/30/96         11/30/95

Revenues:
  Sales of product less sales 
    discount                     614,470          154,909 
  Cost of sales                  533,314          129,443  
  Research and development 
    expense                            -                - 
  Selling, general & 
    administrative expense        96,546           45,334 
  Interest expense                 3,378            4,588 
Total                            633,238          179,365 


Operating Income                 (18,768)         (24,456)
Other Income
  Extinguishment/Forgiveness 
    of Indebtedness                    -           30,857 
  Income (Loss) before 
    provision for income taxes
    and extraordinary item       (18,768)           6,401 
  Provision for income taxes           -              960 
Net income (loss) 
  before extraordinary item      (18,768)           5,441 

Extraordinary Items:
Tax Benefit from prior year 
  Net Operating Loss 
  Carryforward                         -              960 

Net Income (Loss)                (18,768)           6,401 

Earnings (Loss) per share 
  (based on the weighted
  average number of shares
  outstanding in each year:
Income (Loss) before 
  extraordinary items                 $-              $(0.0)
Extraordinary items                   $-               $- 

Net Income Per Share                  $-               $0.0 

Weighted average number of 
  shares outstanding           3,215,259       3 ,424,363 

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<TABLE>
<CAPTION>

                      SYSTEMS TECHNOLOGY ASSOCIATES, INC.

                           Statements of Operations
                                 (Unaudited)

<S>                           <C>              <C>
                              SIX MONTHS ENDED
                              AS OF 
                              11/30/96         11/30/95
Revenues:
  Sales of product less 
    sales discount             746,053          513,653 
  Cost of sales                621,851          420,635 
  Selling, general & 
    administrative expense     152,214           97,726 
  Interest expense               6,874           10,040 
  Total                        780,940          528,401 

Operating Income               (34,887)         (14,748)
  Other Income
  Extinguishment/Forgiveness
    of Indebtedness             76,305           30,857 
  Income (Loss) before 
    provision for income 
    taxes and extraordinary 
    item                        41,418           16,109 
  Provision for income 
    taxes                        6,213            2,416 
  Net income (loss)before
    extraordinary item          35,205           13,693 
  Extraordinary Items:
    Tax Benefit from prior 
      year Net Operating 
      Loss Carryforward          6,213            2,416 

Net Income (Loss)               41,418           16,109 

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           $0.01 
Net Income Per Share                $0.01           $0.01 

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>
                              11/30/96           11/30/95
OPERATING ACTIVITIES:
Net Income (Loss)              41,418             16,109 
Adjustments to reconcile 
  Net Income (Loss) to 
  Net Cash provided by 
  operating activities:

  Depreciation and 
    Amortization                3,333              4,238 
  Decrease (Increase) 
    in Assets:
    Accounts Receivable-
      Billed                 (472,911)            43,088 
    Accounts Receivable-
      Unbilled                 31,170            157,196 
    Inventory                       -                  - 
    Prepaid Expenses & 
      Miscellaneous            (1,350)            (3,363)
    Deposits                        -                  - 
    Increase (Decrease) in 
      Liabilities:
    Accounts Payable-
      Trade                   491,338            (75,567)
    Payroll Taxes Payable         114              1,005 
    Accrued Expenses          (12,990)           (28,743)
    Advance from Customer       7,020              1,656 

Net Cash Provided by 
  (Used in) Operating 
  Activities                   87,142            115,619 

INVESTING ACTIVITIES:
Acquisition of Property & 
  Equipment                    (4,891)                 - 
Net Cash Used in Investing 
  Activities                   (4,891)                 - 

FINANCING ACTIVITIES:
Proceeds from Additional 
  Borrowing                    26,000                  - 
Extinguishment/Forgiveness
  of Debt                     (76,000)           (30,857)
Repayment of Notes Payable     (8,576)           (23,018)
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)                 - 
Net Change in long-term 
  Accrued Expenses            (38,291)                 - 
Net Cash Provided by 
  (Used in) Financing 
   Activities                 (86,665)           (53,875)
Net Increase (Decrease)
  in Cash                      (4,414)            61,744 
Cash-Beginning of Year         24,859             35,263 

Cash-Ending Balance            20,445             97,007 

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