FORM 10-Q


                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549


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

   
                        For Quarter Ended June 30, 1997

             
                                  2-96366-A        
                           (Commission File Number)


                           VANDERBILT SQUARE CORP.               
            (Exact name of Registrant as specified in its charter)


          Florida                                         59-2483405     
(State of other jurisdiction                           (IRS Employer
 of incorporation or organization)                     Identification No.)


             3040 East Commercial Blvd., Ft. Lauderdale, FL 33308
                    (Address of Principal Executive Offices)


                                (954) 776-0902                  
              (Registrant's Telephone Number, including area code)


                                Not Applicable                 
             (Former name, former address and former fiscal years,
                         if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports 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      

There were 16,490,756 shares of Common Stock, $.0001 par value, issued and 
outstanding at August 8, 1997.  Of that total, 92,400 shares are held by the 
Company in its treasury.

<PAGE>

                  VANDERBILT SQUARE CORP. AND SUBSIDIARY


                                  INDEX



PART I.    FINANCIAL INFORMATION

     Item 1.     Financial Statements

                 Consolidated Balance Sheets - June 30, 1997 (Unaudited) and
                 December 31, 1996.

                 Consolidated Statement of Operations - Three months and six
                 months ended June 30, 1997 and 1996 (Unaudited).

                 Consolidated Statement of Shareholders' Equity - December
                 31, 1993 through June 30, 1997.

                 Consolidated Statement of Cash Flows - Six months ended
                 June 30, 1997 and 1996 (Unaudited).

                 Notes to Consolidated Financial Statements.

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

PART II.   OTHER INFORMATION

     Item 1.     Legal Proceedings

     Item 2.     Changes in Securities

     Item 3.     Defaults Upon Senior Securities

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

     Item 5.     Other Information

     Item 6.     Exhibits and Reports on Form 8-K

SIGNATURES









                                     -2-

<PAGE>

                      VANDERBILT SQUARE CORP. AND SUBSIDIARY


PART I - FINANCIAL INFORMATION



Item I.     Financial Statements













































                                     -3-
<PAGE>

                     VANDERBILT SQUARE CORP. AND SUBSIDIARY
                          CONSOLIDATED BALANCE SHEETS


                                   ASSETS

<TABLE>
<CAPTION>

                                       June 30,        December 31,
                                         1997               1996    
                                      (Unaudited)
<S>                                   <C>              <C>
CURRENT ASSETS:
  Cash and cash equivalents          $  197,309         $  250,209
  Notes receivable - current:
    Affiliate                             3,857             38,478
    Other                                30,657             20,544
  Investment in marketable
    trading securities - at market      429,386            443,067
  Accounts receivable - other            10,707              4,334
  Accrued interest receivable               -                  143
  Net investment in direct
    financing leases - current            3,594              3,453
  Prepaid income taxes                    5,199              3,749

  TOTAL CURRENT ASSETS                  680,709            763,977

INVESTMENT IN UNCONSOLIDATED
  SUBSIDIARY                            247,818            250,008

NOTES RECEIVABLE - NON-CURRENT
  Affiliate                              13,236             34,347
  Other                                  35,269              6,733

NET INVESTMENT IN DIRECT FINANCING
  LEASES - non-current                    7,020              8,854


                                     $  984,052         $1,063,919

</TABLE>












See accompanying notes to consolidated financial statements.


                                   -4(a)-
<PAGE>

                    VANDERBILT SQUARE CORP. AND SUBSIDIARY
                        CONSOLIDATED BALANCE SHEETS


                     LIABILITIES AND SHAREHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                       June 30,       December 31,
                                         1997              1996    
                                      (Unaudited)
<S>                                   <C>             <C>
CURRENT LIABILITIES:
  Accounts payable and accrued
    expenses                           $      -         $   40,109 
  Deferred income taxes - current           8,338            8,338 

    TOTAL CURRENT LIABILITIES               8,338           48,447 

DEFERRED INCOME TAXES - NON-CURRENT         3,226            3,226
                                           11,564           51,673 


SHAREHOLDERS' EQUITY:
  Common stock $.0001 par value;
    authorized 50,000,000 shares;
    issued 16,490,756 shares at
    June 30, 1997 and December 31,
    1996; outstanding 16,398,356
    shares at June 30, 1997 and
    December 31, 1996                       1,649            1,649 
  Additional paid-in capital            1,137,363        1,137,363 
  Retained earnings (deficiency)         (156,492)        (116,734)
                                          982,520        1,022,278 

Less treasury stock - 92,400 shares
  at June 30, 1997 and
  December 31, 1996                       (10,032)         (10,032)
                                          972,488        1,012,246

                                       $  984,052       $1,063,919 

</TABLE>










See accompanying notes to consolidated financial statements.

                                  -4(b)-

<PAGE>

                      VANDERBILT SQUARE CORP. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                       Three Months Ended             Six Months Ended
                                             June 30,                     June 30,
                                        1997          1996           1997           1996  
                                     (Unaudited)   (Unaudited)    (Unaudited)    (Unaudited)
<S>                                  <C>           <C>            <C>            <C>
REVENUES:
  Interest and dividend income       $    9,749    $    9,577     $    17,660    $    17,731 
  Realized and unrealized  
    gain (loss) on invest-
    ment in marketable
    trading securities                   (9,068)      235,628          (8,436)       267,516 
   Direct finance lease income              223           289             464            454 
                                            902       245,494           9,688        285,701 

OPERATING EXPENSES:
  General and
    administrative expenses              21,472        50,257          33,653         62,806 

INCOME (LOSS) FROM OPERATIONS           (20,570)      195,237         (23,965)       222,895 

OTHER INCOME (EXPENSES):
  Equity in earnings (loss)
    of unconsolidated subsidiary           (396)       24,402         (13,293)        47,541 

INCOME (LOSS) BEFORE INCOME TAXES        (20,966)     219,639         (37,258)       270,436 

PROVISION FOR INCOME TAXES                   -         69,000           2,500         81,000 
 
NET INCOME (LOSS)                   $   (20,966)  $   150,639    $    (39,758)   $   189,436 

WEIGHTED AVERAGE NUMBER
  OF COMMON SHARES
  OUTSTANDING                        16,398,356    14,552,458      16,398,356     14,248,033 

NET INCOME PER COMMON SHARE         $       -     $       .01    $        -      $       .01 

</TABLE>


See accompanying notes to consolidated financial statements.


                                                      -5-
<PAGE>


                     VANDERBILT SQUARE CORP. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                   FROM DECEMBER 31, 1993 THROUGH JUNE 30, 1997  

<TABLE>
<CAPTION>
                                    Common Stock
                                  $.0001 Par Value             Additional    Retained
                               Authorized 50,000,000 Shares    Paid-In       Earnings    Treasury
                                   Shares      Amount          Capital       (Deficit)     Stock       Total   
<S>                              <C>           <C>             <C>           <C>         <C>           <C>

Balance - December 31, 1993      14,633,750      1,499            970,557    (17,361)     (19,643)     935,052 

  Purchase of Treasury Shares      (204,000)       -                 -           -        (16,596)     (16,596)
  Net income for the period             -          -                 -         6,642          -          6,642 

Balance - December 31, 1994      14,429,750      1,499            970,557    (10,719)     (36,239)     925,098 

  Purchase of Treasury Stock       (826,900)       -                 -            -       (71,477)     (71,477)
  Sale of Treasury Stock            333,000        -                 -            -        24,981       24,981 
  Net income for the period             -          -                 -         1,498          -          1,498

Balance -
  December 31, 1995              13,935,850      1,499            970,557     (9,221)     (82,735)     880,100 

  10% Stock Dividend              1,499,156        150            166,806   (166,956)         -           -   
  Purchase of Treasury Stock       (249,100)        -                -            -       (33,070)     (33,070)
  Sale of Treasury Stock          1,212,450         -                -            -       105,773      105,773 
  Net income for the period             -           -                -        59,443          -         59,443 

Balance -
  December 31, 1996              16,398,356      1,649          1,137,363   (116,734)     (10,032)   1,012,246 

  Net loss for the period               -           -                -       (39,758)         -        (39,758)

Balance - June 30, 1997          16,398,356(a) $ 1,649         $1,137,363  $(156,492)   $ (10,032)  $  972,488 

</TABLE>

(a) Reflected on the accompanying
     balance sheet as:
     Issued:             16,490,756
     Treasury Shares:        92,400 
                         16,398,356



See accompanying notes to financial statements.

                                        -6-


                      VANDERBILT SQUARE CORP. AND SUBSIDIARY
                       CONSOLIDATED STATEMENT OF CASH FLOWS
                                    (Unaudited)


                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

<TABLE>
<CAPTION>
                                                   Six Months Ended
                                                      June 30,
                                                 1997           1996   
<S>                                           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                           $  (39,758)   $  189,436 
  Adjustments to reconcile net income 
    to net cash provided by (used in)
    operating activities:
      (Gain) loss on sale of
        marketable securities                    (27,569)     (258,755)
      Equity in (earnings) or loss
        of unconsolidated subsidiary              13,293       (47,541)
      Allowance for market decline 
        of securities                             36,005        (8,761)
  Changes in operating assets and liabilities:
      (Decrease) in accounts
        payable and accrued expenses             (40,109)      (34,818)
      Decrease in accrued interest receivable        143         1,037 
      (Increase) decrease in
        accounts receivable                        2,493        24,456 
      (Decrease) Increase in income
        taxes payable                             (1,450)       78,900 
      Proceeds from sale of marketable
        trading securities                        61,918       534,961 
      Purchase of marketable trading
        securities                               (65,539)     (267,289)

      Net cash provided by (used in)
        operating activities                     (60,573)      211,626 

CASH FLOWS FROM INVESTING ACTIVITIES:
  Principal collections of loans
     to affiliates                                 3,085         8,132 
  Advance paid on notes receivable
     - other                                      (2,000)       (5,000)
  Principal collections of notes
     receivable - other                           15,998        22,361 
  Principal collections of direct
     financing leases                              1,693         1,753 
  Purchase of equipment for lease                    -          (7,100)
  Investment in unconsolidated
     subsidiaries                                (11,103)      (12,814)
   Proceeds from sale of investment in
     unconsolidated subsidiaries                     -           4,753 

     Net cash provided by
       (used in) investing activities              7,673        12,085 

</TABLE>



                                   -7(a)-
<PAGE>

                     VANDERBILT SQUARE CORP. AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF CASH FLOWS


               INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

<TABLE>
<CAPTION>
                                                 Six Months Ended
                                                    June 30, 
                                                 1997          1996

<S>                                         <C>            <C>
NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                          $  (52,900)    $  223,711 

CASH AND CASH EQUIVALENTS -
  BEGINNING OF PERIOD                          250,209        197,182 

CASH AND CASH EQUIVALENTS -
  END OF PERIOD                             $  197,309     $  420,893 

</TABLE>







































See accompanying notes to consolidated financial statements.

                                   -7(b)-
<PAGE>


                     VANDERBILT SQUARE CORP. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                June 30, 1997
                                 (Unaudited)


NOTE 1 - FAIR PRESENTATION

The consolidated balance sheet as of June 30, 1997, the consolidated statement 
of operations for the three months and six months ended June 30, 1997 and 
1996, the consolidated statement of shareholders' equity as of June 30, 1997, 
and the consolidated statement of cash flows for the six months ended June 30, 
1997 and 1996, have been prepared by the Company without audit.  In the 
opinion of management, all adjustments necessary to present fairly the financial
 position and results of operations at June 30, 1997 and for all periods 
presented have been made.

The operations for the six months ended June 30, 1997 are not necessarily 
indicative of the results of operations to be expected for the Company's 
fiscal year. 

The condensed financial statements as of December 31, 1996, 1995 and 1994 have 
been derived from audited financial statements.

Certain information and footnote disclosures normally included in financial 
statements prepared in accordance with generally accepted accounting 
principles have been condensed or omitted.  It is suggested that these 
condensed financial statements be read in conjunction with the consolidated 
financial statements and notes thereto as of December 31, 1996 and for the 
year then ended.

NOTE 2 - BASIS OF PRESENTATION

The consolidated financial statements include the accounts of Vanderbilt 
Square Corp. and its wholly-owned subsidiary, Hi-Tech Leasing, Inc..  All 
significant intercompany accounts and transaction have been eliminated in 
consolidation.

NOTE 3 - DIRECT FINANCING LEASES

The net investment in direct financing leases consists of the gross amount of 
the lease, net of deferred interest and allowance for doubtful accounts.





                                     -8-
<PAGE>

                     VANDERBILT SQUARE CORP. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                June 30, 1997
                                 (Unaudited)



NOTE 4 - EARNINGS (LOSS) PER SHARE

Per share information was computed using the weighted average number of common 
shares outstanding during the reporting periods.  Per share information 
computed to be less than one cent is not shown on the accompanying financial 
statements.

NOTE 5 - INVESTMENT IN MARKETABLE TRADING SECURITIES

Marketable trading securities are stated at market value at the balance sheet 
date.  Market values of investments in marketable trading securities amounted 
to $429,386 at June 30, 1997, and $443,067 at December 31, 1996.  The cost of 
these investments is $442,908 and $420,584 respectively.  Unrealized gains and 
losses resulting from fluctuations in the market price of the related 
securities are currently reflected in the consolidated statement of operations 
under the caption "Realized and unrealized gain (loss) on marketable trading 
securities".

NOTE 6 -POST BALANCE SHEET EVENT

On July 28, 1997, the Company sold all of the issued and outstanding capital 
stock of Hi-Tech Leasing, Inc. to Corrections Services, Inc. ("CSI") in 
exchange for 2,000,000 shares of CSI's authorized but previously unissued 
restricted Common Stock.

On August 6, 1997, the Company announced that it will distribute to the 
Company's stockholders an aggregate of of 2,850,000 shares of CSI restricted 
Common Stock.  The ratio of distribution will be 0.17 shares of CSI Common 
Stock for each share of the Company's Common Stock.  The record date and the 
payable date for the distribution is August 26, 1997.  There will be no 
fractional shares issued or cash distributed in lieu of fractional shares.  
One (1) full share of CSI Common Stock will be distributed for each fractional 
share remaining.







                                     -9-
<PAGE>

ITEM 2 -  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
          RESULTS OF OPERATIONS                       

     The analysis of the Company's financial condition, liquidity, capital 
resources and results of operations should be reviewed in conjunction with the 
accompanying financial statements, including the notes thereto.

Financial Condition

At June 30, 1997, the Company had current assets of $680,709, compared to 
$763,977 at December 31, 1996; total assets of $984,052 as compared to 
$1,063,919 at December 31, 1996; current liabilities of $8,338 as compared to 
$48,447 at December 31, 1996, and a current net worth of $972,488 as compared 
to $1,012,246 at December 31, 1996.  (See "Financial Statements").  The 
decrease in total assets and net worth are principally due to the net loss 
incurred for the period.

Liquidity

During the six months ended June 30, 1997, the Company had a decrease in cash 
and cash equivalents of $52,900.  The Company's decrease in cash was 
principally attributed to the net loss incurred during the period.  The 
Company believes it has sufficient cash and cash equivalents to meet its 
current liquidity requirements.  In the event the Company requires additional 
cash, the Company can readily liquidate marketable securities.

The Company has limited liabilities and no present commitments that are 
reasonably likely to result in its liquidity increasing or decreasing in any 
material way.  The Company, therefore, believes that it has sufficient funds 
to meet any current liquidity needs.  In addition, the Registrant knows of no 
trend, additional demand, event or uncertainties that will result in, or that 
are reasonably likely to result in, the Company's liquidity increasing or 
decreasing in any material way.

Capital Resources

The Company has no outstanding credit lines or credit commitments in place and 
has no current need for financial credit.  In the event of any future need, 
the Company believes that it will be able to borrow at prevailing terms 
through loans collateralized, if necessary, by its assets.

The Company has no material commitments for capital expenditures.  The Company 
knows of no material trends, favorable or unfavorable, in the Registrant's 
capital resources.



                                     -10-
<PAGE>

Results of Operations

The Company's revenues for the six months ended June 30, 1997, and June 30, 
1996, were principally derived from interest income and activity related to 
marketable securities transactions.

The Company's revenues for the six months amd three months ended June 30, 
1997, was $9,688 and $902 as compared to $285,701 and $245,494 for the 
comparable periods last year.  The principal reason for the decrease in 
revenues for the six months and three months ended June 30, 1997 was the 
decrease in gain on investment in marketable trading securities.

Operating expenses decreased to $33,653 and $21,472 for the six months and 
three months ended June 30, 1997, as compared to $62,806 and $50,257 for the 
comparable periods last year.  Loss before provision for income taxes for the 
six months ended June 30, 1997, was ($37,258) as compared to income of 
$270,436 for the same period last year.  The decrease in income of $307,694 is 
principally due to a decrease in gain on investment in marketable securities 
of $275,952 and a decrease in equity of an unconsolidated subsidiary of 
$60,834.

Registrant knows of no trends or uncertainties that have had, or that the 
Company reasonably expects will have a materially favorable or unfavorable 
impact on net sales or revenues or income from continuing operations.  
Moreover, Registrant knows of no other events that will cause a material 
change in the relationship between its costs and revenues.
























                                   -11-
<PAGE>

                                  PART II


Item 1.  LEGAL PROCEEDINGS

         Not applicable.

Item 2.  CHANGES IN SECURITIES

         Not applicable.

Item 3.  DEFAULTS UPON SENIOR SECURITIES

         Not applicable.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS

         Not applicable.

Item 5.  OTHER INFORMATION

On July 28, 1997, the Company sold all of the issued and outstanding capital 
stock of Hi-Tech Leasing, Inc. to Corrections Services, Inc. ("CSI") in 
exchange for 2,000,000 shares of CSI's authorized but previously unissued 
restricted Common Stock.

On August 6, 1997, the Company announced that it will distribute to the 
Company's stockholders an aggregate of of 2,850,000 shares of CSI restricted 
Common Stock.  The ratio of distribution will be 0.17 shares of CSI Common 
Stock for each share of the Company's Common Stock.  The record date and the 
payable date for the distribution is August 26, 1997.  There will be no 
fractional shares issued or cash distributed in lieu of fractional shares.  
One (1) full share of CSI Common Stock will be distributed for each fractional 
share remaining.

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

The Registrant filed no Current Reports on Form 8-K during this reporting 
period.











                                   -12-
<PAGE>

                                 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.


                                      VANDERBILT SQUARE CORP.


Date: August 8, 1997                  By:/s/ Norman H. Becker
                                         Norman H. Becker, President








































                                    -13-
<PAGE>