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                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                  FORM 10-QSB/A
                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED: JUNE 30, 2000
                         COMMISSION FILE NUMBER 0-15885

                           NATIONAL DATACOMPUTER, INC.
                           ---------------------------
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

                 DELAWARE                                04-2942832
                 --------                                ----------
     (STATE OR OTHER JURISDICTION OF          (IRS EMPLOYER IDENTIFICATION #)
      INCORPORATION OR ORGANIZATION)

    900 Middlesex Turnpike, Bldg. 5
    Billerica, Ma.                                                  01821
    --------------                                                  -----
    (Address of principal executive offices)                      (Zip Code)

         Registrant's telephone number including area code (978)663-7677

                  ---------------------------------------------

Check whether the issuer (1) filed all reports required to be filed by section
13 or 15 (d) of the Securities and Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
report(s), and (2) has been subject to such filing requirements for the past
ninety (90) days.

                                    Yes  X     No
                                        ---       ---

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of August 9, 2000.

COMMON STOCK, $0.08 PAR VALUE                                     4,675,391
-----------------------------                                     ---------
    (Title of each class)                                    (number of shares)
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                           PART II - OTHER INFORMATION


ITEM 2. CHANGES IN SECURITIES

         On April 17, 2000, the Company issued an aggregate of 182,052 shares of
its Common Stock, par value $.08 per share (the "Shares"), to RBB Bank AG ("RBB
Bank") in satisfaction of an aggregate interest payment due to RBB of $105,375,
which interest was due for the fiscal quarter ended December 31, 1999, pursuant
to the terms of the Company's Series B, C, D, E and F Convertible Preferred
Stock that are currently issued, outstanding and held by RBB. There were no
underwriting discounts or commissions. The Company relied upon Section 4(2) of
the Securities Act of 1933, as amended, because the transaction did not involve
any public offering by the Company.

         On May 23, 2000, the Company issued an aggregate of 295,923 shares of
its Common Stock, par value $.08 per share (the "Shares"), to RBB Bank AG ("RBB
Bank") in satisfaction of an aggregate interest payment due to RBB of $95,880,
which interest was due for the fiscal quarter ended March 31, 2000, pursuant to
the terms of the Company's Series B, C, D, E and F Convertible Preferred Stock
that are currently issued, outstanding and held by RBB. There were no
underwriting discounts or commissions. The Company relied upon Section 4(2) of
the Securities Act of 1933, as amended, because the transaction did not involve
any public offering by the Company.


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                                   SIGNATURES

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

                                    NATIONAL DATACOMPUTER, INC.


August 18, 2000                     /s/ Malcolm M. Bibby
                                    --------------------------------
                                    Malcolm M. Bibby
                                    President


August  18, 2000                    /s/ Gerald S. Eilberg
                                    --------------------------------
                                    Gerald S. Eilberg
                                    Vice President, Finance and Administration
                                    Chief Financial Officer