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 March 31, 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  May 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 - March 31, 1997 (Unaudited) 
                 and December 31, 1996.

                 Consolidated Statement of Operations - Three months ended 
                 March 31, 1997 and 1996 (Unaudited).

                 Consolidated Statement of Shareholders' Equity - December 
                 31, 1992 through March 31, 1997.

                 Consolidated Statement of Cash Flows - Three months ended 
                 March 31, 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


<TABLE>
<CAPTION>
                               ASSETS

                                       March 31,        December 31,
                                         1997               1996    
                                      (Unaudited)

<S>                                  <C>                <C>
CURRENT ASSETS:
  Cash and cash equivalents          $  210,927         $  250,209
     Notes receivable - current:
    Affiliate                             2,673             38,478
    Other                                35,911             20,544
  Investment in marketable
    trading securities - at market      435,105            443,067
  Accounts receivable - other             1,841              4,334
  Accrued interest receivable               -                  143
  Net investment in direct
    financing leases - current            3,523              3,453
  Prepaid income taxes                      621              3,749

  TOTAL CURRENT ASSETS                  690,601            763,977

INVESTMENT IN UNCONSOLIDATED
  SUBSIDIARY                            248,214            250,008

NOTES RECEIVABLE - NON-CURRENT
  Affiliate                              14,420             34,347
  Other                                  41,009              6,733

NET INVESTMENT IN DIRECT FINANCING
  LEASES - non-current                    7,946              8,854


                                     $1,002,190         $1,063,919

</TABLE>











See accompanying notes to consolidated financial statements.


                                -4(a)-
<PAGE>

                VANDERBILT SQUARE CORP. AND SUBSIDIARY
                     CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                 LIABILITIES AND SHAREHOLDERS' EQUITY

                                       March 31,        December 31,
                                         1997              1996    
                                      (Unaudited)
<S>                                   <C>               <C>
CURRENT LIABILITIES:
  Accounts payable and accrued
    expenses                           $    1,750       $   40,109 
  Deferred income taxes - current           8,338            8,338 

    TOTAL CURRENT LIABILITIES              10,088           48,447 

DEFERRED INCOME TAXES - NON-CURRENT         3,226            3,226
                                           13,314           51,673 


SHAREHOLDERS' EQUITY:
  Common stock $.0001 par value;
    authorized 50,000,000 shares;
    issued 16,490,756 shares at
    March 31, 1997 and December 31,
    1996; outstanding 16,398,356
    shares at March 31, 1997 and
    December 31, 1996                       1,649            1,649 
  Additional paid-in capital            1,137,363        1,137,363 
  Retained earnings (deficiency)         (140,104)        (116,734)
                                          998,908        1,022,278 

Less treasury stock - 92,400 shares
  at March 31, 1997 and
  December 31, 1996                       (10,032)         (10,032)
                                          988,876        1,012,246

                                       $1,002,190       $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  
                                             March 31,  
                                        1997          1996    
                                     (Unaudited)   (Unaudited)
<S>                                <C>            <C>
REVENUES:
  Interest and dividend income      $     7,913   $     8,154 
  Realized and unrealized  
    gain (loss) on invest-
    ment in marketable
    trading securities                      632        31,888  
  Direct finance lease income               241           165  
                                          8,786        40,207  

OPERATING EXPENSES:
  General and
    administrative expenses              12,181        12,549  

INCOME (LOSS) FROM OPERATIONS            (3,395)       27,658  

OTHER INCOME (EXPENSES):
  Equity in earnings (loss)
    of unconsolidated subsidiary        (12,897)       23,139  
 
INCOME (LOSS) BEFORE INCOME TAXES       (16,292)       50,797  

PROVISION FOR INCOME TAXES                7,078        10,000  
 
NET INCOME (LOSS)                   $   (23,370)  $    40,797   

WEIGHTED AVERAGE NUMBER
  OF COMMON SHARES
  OUTSTANDING                        16,398,356    13,940,891  

NET INCOME PER COMMON SHARE         $       -     $       -   

</TABLE>













*Reclassified for comparative purposes.
See accompanying notes to consolidated financial statements.



                                 -5-
<PAGE>


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

<TABLE>
<CAPTION>
                                  Common Stock
                                 $.0001 Par Value       
                                     Authorized            Addt'l       Retained             
                                 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               -           -          -        (23,370)         -        (23,370)

Balance - March 31, 1997(a)    16,398,356   $  1,649  $1,137,363    $(140,104)  $  (10,032)  $  988,876 

</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-
<PAGE>

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

<TABLE>
<CAPTION>
             INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

                                                 Three Months Ended
                                                      March 31,
                                                 1997           1996*  
<S>                                           <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                           $  (23,370)   $   40,797 
  Adjustments to reconcile net income 
    to net cash provided by (used in)
    operating activities:
      (Gain) loss on sale of
        marketable securities                    (30,352)      (36,198)
      Equity in (earnings) or loss
        of unconsolidated subsidiary              12,897       (23,139)
      Allowance for market decline 
        of securities                             29,720         4,310 
  Changes in operating assets and liabilities:
      (Decrease) in accounts
        payable and accrued expenses             (38,359)      (34,818)
      Decrease in accrued interest receivable        143         1,037 
      (Increase) decrease in
        accounts receivable                        2,493        24,605 
      Increase in income taxes payable             3,128         7,900 
      Proceeds from sale of marketable
        trading securities                        61,918        94,499 
      Purchase of marketable trading
        securities                               (53,324)      (99,259)

      Net cash provided by (used in)
        operating activities                     (35,106)      (20,266)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Loan advance to affiliates                         -             -   
  Principal collections of loans
     to affiliates                                 3,085         4,591 
  Advance paid on notes receivable
     - other                                      (2,000)       (5,000)
  Principal collections of notes
     receivable - other                            5,004         5,875 
  Principal collections of direct
     financing leases                                838           965 
  Purchase of equipment for lease                    -          (7,100)
  Investment in unconsolidated
     subsidiaries                                (11,103)          -   
   Proceeds from sale of investment in
     unconsolidated subsidiaries                     -           1,988 

     Net cash provided by
       (used in) investing activities             (4,176)        1,319 

</TABLE>




                                 -7(a)-
<PAGE>

                  VANDERBILT SQUARE CORP. AND SUBSIDIARY
                   CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
             INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

                                                Three Months Ended
                                                    March 31, 
                                                 1997          1996*  
<S>                                         <C>            <C>
NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                          $  (39,282)    $  (18,947)

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

CASH AND CASH EQUIVALENTS -
  END OF PERIOD                             $  210,927     $  178,235 

</TABLE>




































*Reclassified for comparative purposes.

See accompanying notes to consolidated financial statements.

                                  -7(b)-
<PAGE>

                   VANDERBILT SQUARE CORP. AND SUBSIDIARY
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 1997
                               (Unaudited)


NOTE 1 - FAIR PRESENTATION

The consolidated balance sheet as of March 31, 1997, the consolidated 
statement of operations for the three months ended March 31, 1997 and 1996, 
the consolidated statement of shareholders' equity as of March 31, 1997, and 
the consolidated statement of cash flows for the three months ended March 31, 
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 March 31, 1997 and for all 
period presented have been made.

The operations for the three months ended March 31, 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
                               March 31, 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 $435,105 at March 31, 1997, and $443,067 at December 31, 1996.  The cost of 
these investments is $442,342 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) in marketable trading 
securities".

NOTE 6 - SUBSEQUENT EVENT

The Board of Directors of the Company appointed Glen Shaffren to the Board of 
Directors and elected Mr. Shaffren as Vice President of the Company, effective 
on November 1, 1996.  On January 29, 1997, the Company accepted the 
resignation of Mr. Shaffren as an officer and director of the Company.

















                                   -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 March 31, 1997, the Company had current assets of $690,601, compared to 
$763,977 at December 31, 1996; total assets of $1,002,190 as compared to 
$1,063,919 at December 31, 1996; current liabilities of $10,088 as compared to 
$48,447 at December 31, 1996, and a current net worth of $988,876 as compared 
to $1,063,919 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 three months ended March 31, 1997, the Company had a decrease in 
cash and cash equivalents to $39,282.  The Company's decrease in cash was 
principally attributed to the net loss.  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 three months ended March 31, 1997, and March 
31, 1996, were principally derived from interest income and activity related 
to marketable securities transactions.

The Company's revenues for the three months ended March 31, 1997, was $8,786 
as compared to $40,207 for the comparable period last year.  The principal 
reason for the decrease in revenues for the three months ended March 31, 1997 
was the decrease in gain on investment in marketable trading securities.

Operating expenses decreased to $12,181 for the three months ended March 31, 
1997, as compared to $12,549 for the comparable period last year.  Loss before 
provision for income taxes for the three months ended March 31, 1997, was 
($16,292) as compared to income of $50,797 for the same period last year.  The 
decrease in income of $67,089 is principally due to a decrease in gain on 
investment in marketable securities of $31,256 and a decrease in equity of an 
unconsolidated subsidiary of $36,036.

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

         The Board of Directors of the Company appointed Glen Shaffren to the
         Board of Directors and elected Mr. Shaffren as Vice President of the
         Company, effective on November 1, 1996.  On January 29, 1997, the
         Company accepted the resignation of Mr. Shaffren as an officer and
         director of the Company.        

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

         Not applicable.






















                                   -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.

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








































                                   -13-