================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB
(MARK ONE)

                 (X) QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the Quarterly Period Ended: June 30, 2003

                                       OR

             ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the transition period from _____ to _____

                         COMMISSION FILE NUMBER 0-15885

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

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

                   900 MIDDLESEX TURNPIKE, BILLERICA, MA 01821
                   -------------------------------------------
               (Address of principal executive offices) (Zip Code)

        REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE: (978) 663-7677

                  _____________________________________________

Check whether the registrant (1) filed all reports required to be filed by
section 13 or 15 (d) of the Securities and Exchange Act of 1934 during the
preceeding 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 [_]

The number of shares of the Registrant's common stock, par value $0.08,
outstanding as of July 21, 2003 was 14,760,733.


================================================================================
<PAGE>

                           NATIONAL DATACOMPUTER, INC.
                                      INDEX
                          PART I. FINANCIAL INFORMATION

                                                                        Page No.
                                                                        --------
ITEM 1. UNAUDITED FINANCIAL STATEMENTS:

        Unaudited Balance Sheets as of June 30, 2003
         and December 31, 2002.............................................3

        Unaudited Statements of Operations for the three and
         six months ended June 30, 2003 and 2002...........................4

        Unaudited Statement of Stockholders' Equity for the six
         months ended June 30, 2003........................................5

        Unaudited Statements of Cash Flows for the six months ended
         June 30, 2003 and  2002...........................................6

        Notes to Unaudited Financial Statements............................7


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS.......................................11

ITEM 3. CONTROLS AND PROCEDURES...........................................14

                           PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings.................................................15

ITEM 2. Changes in Securities.............................................15

ITEM 3. Defaults upon Senior Securities...................................15

ITEM 4. Submissions of Matters to a Vote of Security Holders..............15

ITEM 5. Other Information.................................................15

ITEM 6. Exhibits and Reports on Form 8-K..................................15

SIGNATURES................................................................16




                                       2
<PAGE>

NATIONAL DATACOMPUTER, INC.
BALANCE SHEETS (UNAUDITED)
================================================================================
<TABLE><CAPTION>
                                                                         JUNE 30,        DECEMBER 31,
                                                                           2003              2002
                                                                       ------------      ------------
<S>                                                                    <C>               <C>
Assets
Current Assets:
      Cash                                                             $     85,346      $    176,492
      Accounts receivable, net of allowance for doubtful accounts           412,284            64,901
      Inventories                                                           639,277           773,841
      Other current assets                                                   20,033            23,925
                                                                       ------------      ------------
         Total current assets                                             1,156,940         1,039,159
Fixed assets, net                                                           165,128           199,311
Capitalized software development costs, net                                 193,729           236,719
                                                                       ------------      ------------
         Total Assets                                                  $  1,515,797      $  1,475,189
                                                                       ============      ============

Liabilities and stockholders' equity Current Liabilities:
      Current obligations under capital lease                          $     19,950      $     19,950
      Note payable                                                           66,000            66,000
      Accounts payable and other                                            365,029           423,933
      Accrued payroll and related taxes                                     122,547            87,208
      Other accrued expenses                                                 87,745            80,744
      Deferred revenues                                                     526,211           518,533
                                                                       ------------      ------------
         Total current liabilities                                        1,187,482         1,196,368

Obligations under capital lease, net of current portion                      18,598            27,060
                                                                       ------------      ------------
         Total Liabilities                                                1,206,080         1,223,428
                                                                       ------------      ------------
Commitments

Stockholders' Equity:
      Preferred stock, Series A convertible, $0.001 par value;
         20 shares authorized; no shares issued or outstanding                   --                --
      Preferred stock, Series B convertible $0.001 par value;
         4,200 shares authorized; 2,400 issued and outstanding
         (liquidating preference of $2,400,000)                           2,105,832         2,105,832
      Preferred stock, Series C convertible $0.001 par value;
         900 shares authorized, issued and outstanding
         (liquidating preference of $900,000)                               834,370           834,370
      Preferred stock, Series D convertible $0.001 par value;
         350 shares authorized, issued and outstanding
         (liquidating preference of $350,000)                               324,639           324,639
      Preferred stock, Series E convertible $0.001 par value;
         500 shares authorized, issued and outstanding
         (liquidating preference of $500,000)                               273,880           273,880
      Preferred stock, Series F convertible $0.001 par value;
         175 shares authorized; no shares issued and outstanding                 --                --
      Common stock, $0.08 par value; 30,000,000 shares authorized;
         14,760,733 shares issued and outstanding in June 30, 2003
         and December 31, 2002                                            1,180,857         1,180,857
      Capital in excess of par value                                     13,122,698        12,989,198
      Accumulated deficit                                               (17,532,559)      (17,457,015)
      Stock subscriptions receivable (net of allowance for
         doubtful accounts of $351,269 in 2003 and 2002)                         --                --
                                                                       ------------      ------------
         Total Stockholders' Equity                                         309,717           251,761
                                                                       ------------      ------------
         Total Liabilities and Stockholders' Equity                    $  1,515,797      $  1,475,189
                                                                       ============      ============
</TABLE>
                 The accompanying notes are an integral part of
                  these unaudited interim financial statements.

                                        3
<PAGE>
NATIONAL DATACOMPUTER, INC.
STATEMENTS OF OPERATIONS (UNAUDITED)
================================================================================
<TABLE><CAPTION>

                                        SECOND QUARTER ENDED                  SIX MONTHS ENDED
                                   ------------------------------      ------------------------------
                                     JUNE 30,          JUNE 30,          JUNE 30,          JUNE 30,
                                       2003              2002              2003              2002
                                   ------------      ------------      ------------      ------------
<S>                                <C>               <C>               <C>               <C>
Revenues
    Product revenue                $    733,170      $    603,278      $  1,168,957      $  1,372,223
    Service and other revenue           375,009           431,140           782,980           846,806
                                   ------------      ------------      ------------      ------------
                                      1,108,179         1,034,418         1,951,937         2,219,029

Cost of sales and services              544,092           578,354           996,067         1,269,985
                                   ------------      ------------      ------------      ------------
                                        564,087           456,064           955,870           949,044
                                   ------------      ------------      ------------      ------------
Operating expenses:
    Research and development            136,427           200,868           239,302           430,787
    Selling and marketing                82,304           182,750           215,912           331,457
    General and administrative          226,176           335,395           459,804           615,271
                                   ------------      ------------      ------------      ------------
                                        444,907           719,013           915,018         1,377,515
                                   ------------      ------------      ------------      ------------

Income (loss) from operations           119,180          (262,949)           40,852          (428,471)

Other income (expense):
    Other income                         20,479                --            20,789                --
    Interest expense                     (1,767)           (2,278)           (3,685)           (4,808)
                                   ------------      ------------      ------------      ------------
Net income (loss)                  $    137,892      $   (265,227)     $     57,956      $   (433,279)
                                   ============      ============      ============      ============
</TABLE>


Calculation of net income (loss) per common share and dilutive share
equivalents:
<TABLE><CAPTION>
<S>                                <C>               <C>               <C>               <C>
Net income (loss)                  $    137,892      $   (265,227)     $     57,956      $   (433,279)
Interest on preferred stock             (66,750)          (66,750)         (133,500)         (133,500)
                                   ------------      ------------      ------------      ------------
Net income (loss) attributable to
    common shareholders            $     71,142      $   (331,977)     $    (75,544)     $   (566,779)
                                   ============      ============      ============      ============
Basic and diluted net loss
    per share                      $       0.00      $      (0.03)     $      (0.01)     $      (0.05)
                                   ============      ============      ============      ============
Weighted average shares              14,760,733        11,363,534        14,760,733        12,052,877
                                   ============      ============      ============      ============
</TABLE>

                 The accompanying notes are an integral part of
                  these unaudited interim financial statements

                                        4
<PAGE>
NATIONAL DATACOMPUTER, INC.
STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)
================================================================================
<TABLE><CAPTION>
                                       PREFERRED STOCK SERIES B      PREFERRED STOCK SERIES C      PREFERRED STOCK SERIES D
                                     ---------------------------   ---------------------------   ---------------------------

                                                    NET ISSUANCE                  NET ISSUANCE                  NET ISSUANCE
                                        SHARES          PRICE         SHARES          PRICE         SHARES          PRICE
                                     ------------   ------------   ------------   ------------   ------------   ------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Balance at December 31, 2002                2,400   $  2,105,832            900   $    834,370            350   $    324,639

Net loss                                       --             --             --             --             --             --

Interest on preferred stock                    --             --             --             --             --             --

Issuance of common stock in
  satisfaction of accrued interest             --             --             --             --             --             --
                                     ------------   ------------   ------------   ------------   ------------   ------------

Balance at March 31, 2003                   2,400   $  2,105,832            900   $    834,370            350   $    324,639

Net income                                     --             --             --             --             --             --

Interest on preferred stock                    --             --             --             --             --             --

Issuance of common stock in
  satisfaction of accrued interest             --             --             --             --             --             --
                                     ------------   ------------   ------------   ------------   ------------   ------------
Balance at June 30, 2003                    2,400   $  2,105,832            900   $    834,370            350   $    324,639
                                     ============   ============   ============   ============   ============   ============



                                       PREFERRED STOCK SERIES E      PREFERRED STOCK SERIES F
                                     ---------------------------   ---------------------------

                                                    NET ISSUANCE                  NET ISSUANCE
                                        SHARES          PRICE         SHARES          PRICE
                                     ------------   ------------   ------------   ------------
Balance at December 31, 2002                  500   $    273,880             --             --

Net loss                                       --             --             --             --

Interest on preferred stock                    --             --             --             --

Issuance of common stock in
  satisfaction of accrued interest             --             --             --             --
                                     ------------   ------------   ------------   ------------

Balance at March 31, 2003                     500   $    273,880             --   $         --

Net income                                     --             --             --             --

Interest on preferred stock                    --             --             --             --

Issuance of common stock in
  satisfaction of accrued interest             --             --             --             --
                                     ------------   ------------   ------------   ------------
Balance at June 30, 2003                      500   $    273,880             --   $         --
                                     ============   ============   ============   ============



                                                    COMMON STOCK
                                     ------------------------------------------
                                                                    CAPITAL IN                      TOTAL
                                                        PAR           EXCESS       ACCUMULATED   STOCKHOLDERS'
                                        SHARES          VALUE      OF PAR VALUE      DEFICIT        EQUITY
                                     ------------   ------------   ------------   ------------   ------------
Balance at December 31, 2002           14,760,733   $  1,180,857   $ 12,989,198   $(17,457,015)  $    251,761

Net loss                                       --             --             --        (79,936)  $    (79,936)

Interest on preferred stock                    --             --             --        (66,750)  $    (66,750)

Issuance of common stock in
  satisfaction of accrued interest             --             --         66,750             --   $     66,750
                                     ------------   ------------   ------------   ------------   ------------

Balance at March 31, 2003              14,760,733   $  1,180,857   $ 13,055,948   $(17,603,701)  $    171,825

Net income                                     --             --             --        137,892   $    137,892

Interest on preferred stock                    --             --             --        (66,750)  $    (66,750)

Issuance of common stock in
  satisfaction of accrued interest             --             --         66,750             --   $     66,750
                                     ------------   ------------   ------------   ------------   ------------
Balance at June 30, 2003               14,760,733   $  1,180,857   $ 13,122,698   $(17,532,559)  $    309,717
                                     ============   ============   ============   ============   ============
</TABLE>

                   The accompanying notes are an integral part
                 of these unaudited interim financial statements

                                        5
<PAGE>
NATIONAL DATACOMPUTER, INC.
STATEMENTS OF CASH FLOWS (UNAUDITED)
================================================================================
<TABLE><CAPTION>

                                                                 SIX MONTHS ENDED
                                                            --------------------------
                                                             JUNE 30,        JUNE 30,
                                                               2003            2002
                                                            ----------      ----------
<S>                                                         <C>             <C>
Cash flows from operating activities:
   Net income (loss)                                        $   57,956      $ (433,279)
   Adjustments to reconcile net income (loss) to
     net cash used by operating activities:
     Depreciation and amortization                              82,220          84,835
     Changes in assets and liabilities:
         (Increase) decrease in accounts receivable           (347,383)         32,079
         Decrease in inventories                               136,510         203,349
         Decrease (increase) in other current assets             3,892         (36,062)
         (Decrease) increase in accounts payable               (58,904)         15,151
         Increase (decrease) in accrued expenses                42,340         (10,462)
         Increase (decrease) in deferred revenues                7,678         (81,230)
                                                            ----------      ----------
   Net cash used for operating activities                      (75,691)       (225,619)
                                                            ----------      ----------

Cash flows from investing activities:
   Purchases of fixed assets                                    (6,993)        (26,551)
   Additions to capitalized software development costs              --         (56,816)
                                                            ----------      ----------
   Net cash used for investing activities                       (6,993)        (83,367)
                                                            ----------      ----------

Cash flows from financing activities:
   Principal payment on note payable                                --         (36,000)
   Principal payment on obligations under capital lease         (8,462)         (7,093)
                                                            ----------      ----------
   Net cash used for financing activities                       (8,462)        (43,093)
                                                            ----------      ----------

Net decrease in cash                                           (91,146)       (352,079)
Cash, beginning of year                                        176,492         568,644
                                                            ----------      ----------
Cash, end of period                                         $   85,346      $  216,565
                                                            ==========      ==========
</TABLE>


                 The accompanying notes are an integral part of
                  these unaudited interim financial statements.

                                        6
<PAGE>

                           NATIONAL DATACOMPUTER, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.  ORGANIZATION

         National Datacomputer, Inc. (the "Company") designs, develops,
    manufactures, markets and services a line of hand-held battery powered
    microprocessor-based data collection products and computers and associated
    peripherals for use in mobile operations. The Company's products and
    services include data communications networks, application-specific
    software, hand-held computers and related peripherals, associated training
    and support services.

    LIQUIDITY AND CAPITAL RESOURCES

         The Company has incurred an accumulated deficit of approximately $17.5
    million through June 30, 2003. During the first six months of 2003, the
    Company used approximately $76,000 of cash for operations while recording a
    net income of approximately $58,000. As of June 30, 2003, the Company had
    approximately $85,000 in cash and a negative working capital of
    approximately $30,000. In the event the Company's operations are not
    profitable or do not generate sufficient cash to fund the business, or if
    the Company fails to obtain additional financing, if required, management
    will have to substantially reduce its level of operations. These
    circumstances raise substantial doubt about the Company's ability to
    continue as a going concern. These interim financial statements do not
    include any adjustments that might result from the outcome of this
    uncertainty.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    BASIS OF PRESENTATION
    ---------------------

         The accompanying unaudited financial statements, which are for interim
    periods, do not include all disclosures provided in the annual financial
    statements. These unaudited financial statements should be read in
    conjunction with the financial statements and the footnotes thereto
    contained in the Annual Report on Form 10-KSB for the year ended December
    31, 2002 of National Datacomputer, Inc., as filed with the Securities and
    Exchange Commission.

         The balance sheet as of December 31, 2002 is derived from the audited
    financial statements presented in the Company's Annual Report on Form 10-KSB
    for the year then ended.

                                       7
<PAGE>

    INTERIM PERIODS
    ---------------

         In the opinion of the Company, the accompanying unaudited interim
    financial statements have been prepared in accordance with accounting
    principles generally accepted in the United States of America for interim
    financial information, with instructions to Form 10-QSB, and Regulation S-X,
    and contain all adjustments (which are of a normal and recurring nature)
    necessary for a fair presentation of the financial statements. The results
    of operations for the six months ended June 30, 2003 are not necessarily
    indicative of the results to be expected for the full year.

    REVENUE RECOGNITION
    -------------------

         The Company recognizes revenue upon shipment, provided persuasive
    evidence of an arrangement exists, the sales price is fixed or determinable
    and collection of the related receivable is probable.

         Revenue from installation and training is recognized upon the
    completion of the project. Service revenue is recognized ratably over the
    contractual period.

    WARRANTY AND RETURN POLICY
    --------------------------

         The Company's warranty policy provides 90-day coverage on all parts and
    labor on all products. The policy with respect to sales returns provides
    that a customer may not return inventory except at the Company's option. The
    Company's warranty costs have been historically insignificant.

    FINANCIAL INSTRUMENTS
    ---------------------

         Fair values for cash, accounts receivable, and accounts payable
    approximate their carrying values at June 30, 2003 and December 31, 2002 due
    to their short maturities.

         Based on borrowing rates currently available to the Company for loans
    with similar terms, the carrying value of capital lease obligations
    approximates fair value.

    ACCOUNTS RECEIVABLE
    -------------------

         The Company records trade receivables at their principal amount,
    adjusted for write-offs and allowances for uncollectable amounts. The
    Company reviews its trade receivables monthly, and determines, based on
    management's knowledge and the customer's payment history, any write-off or
    allowance that may be necessary. The Company follows the practice of writing
    off uncollectable amounts against the allowance provided for such accounts.

                                       8
<PAGE>

    INVENTORIES
    -----------

         Inventories are stated at the lower of cost or market. Cost is
    determined using the first-in, first-out (FIFO) method.

    SHIPPING AND HANDLING COSTS
    ---------------------------

         The Company records shipping and handling fees billed to customers as
    revenue included in net sales. Costs associated with shipping and handling
    activities are composed of outbound freight and associated labors costs, and
    are recorded in cost of sales.

    FIXED ASSETS
    ------------

         Fixed assets are recorded at cost and depreciated over the estimated
    useful lives of the assets, which range from 3 to 5 years. Leasehold
    improvements are amortized over the shorter of the useful lives or the
    remaining terms of the related leases. Maintenance and repair costs are
    charged to operations as incurred.

    LONG-LIVED ASSETS
    -----------------

         In accordance with Statement of Financial Accounting Standards ("SFAS")
    No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets,"
    the Company reviews the carrying values of its long-lived assets for
    possible impairment whenever events or changes in circumstances indicate
    that the carrying amounts of the assets may not be recoverable. Any
    long-lived assets held for disposal are reported at the lower of their
    carrying amounts or fair values less costs to sell.

    CAPITALIZED SOFTWARE DEVELOPMENT COSTS
    --------------------------------------

         Costs associated with the development of computer software are charged
    to operations prior to establishment of technological feasibility, as
    defined by SFAS No. 86, "Accounting for the Costs of Computer Software to be
    Sold, Leased, or Otherwise Marketed". Costs incurred subsequent to the
    establishment of technological feasibility and prior to the general release
    of the products are capitalized.

         Capitalized software costs are amortized on a product-by-product basis.
    The annual amortization is the greater of the amount computed using (a) the
    ratio that current gross revenue for a product bears to the total of current
    and anticipated future gross revenues for that product or (b) the
    straight-line method over the remaining estimated economic life of the
    product including the period being reported on. Amortization begins when the
    product is available for general release to the customer. The Company policy
    is to amortize software development costs using the straight-line method
    over the estimated economic life of the product, which is generally three
    years.

                                       9
<PAGE>

    INCOME (LOSS) PER SHARE
    -----------------------

         Basic income (loss) per share is computed by dividing income (loss),
    after deducting certain amounts associated with the Company's preferred
    stock, by the weighted average number of common shares outstanding for the
    period. Diluted earnings per share is computed using the weighted average
    number of common shares outstanding and gives effect to all dilutive common
    share equivalents outstanding during the period.

         Interest payable to preferred stockholders, the fair value of
    inducements to convert preferred stock into common stock, and any discounts
    implicit in the conversion terms upon issuance of preferred stock are
    subtracted from the net income (loss) to determine the amount of net income
    (loss) attributable to common stockholders.

    STOCK COMPENSATION
    ------------------

         The Company has adopted the disclosure only provisions of Statement of
    Financial Accounting Standards ("SFAS") No. 123 but applies Accounting
    Principles Board Opinion No. 25 and related interpretations in accounting
    for its plans. If the Company had elected to recognize compensation costs
    for the plans based on the fair value at the grant date for awards granted,
    consistent with the method prescribed by SFAS No. 123, the net income (loss)
    per share would have been changed to the pro forma amounts indicated below:

<TABLE><CAPTION>
                                                         Second Quarter ended              Six months ended

                                                        June 30,       June 30,         June 30,        June 30,
                                                          2003           2002             2003             2002
<S>                                                   <C>             <C>              <C>             <C>
    Net income (loss):
         As reported                                  $   137,892     $  (265,227)     $    57,956     $  (433,279)
         Pro forma                                    $   137,485     $  (266,853)     $    57,142     $  (436,531)


    Basic and diluted net income (loss) per share
    attributable to common stockholders:
               As reported                            $      0.00     $     (0.03)     $     (0.01)    $     (0.05)
               Pro forma                              $      0.00     $     (0.03)     $     (0.01)    $     (0.05)
</TABLE>
                                       10
<PAGE>

3.  INVENTORIES

      Inventories consist of the following:           JUNE 30,     DECEMBER 31,
                                                        2003           2002
                                                     ----------     ----------

    Raw material                                     $  430,335     $  529,790
    Work-in-process                                     148,079        155,200
    Finished goods                                       60,863         88,851
                                                     ----------     ----------

                           Total                     $  639,277     $  773,841
                                                     ==========     ==========

         Inventories are stated at the lower of cost (first-in, first-out) or
    market.

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.

         The following discussion and analysis should be read in conjunction
    with the unaudited financial statements and notes thereto appearing
    elsewhere herein and the Company's annual report on Form 10-KSB filed with
    the Securities and Exchange Commission for the year ended December 31, 2002.

         This report contains forward-looking statements within the meaning of
    Section 27A of the Securities Act and Section 21E of the Securities Exchange
    Act that involve risks and uncertainties. The Company generally uses words
    such as "believe," "may," "could," "will," "intend," "expect," "anticipate,"
    "plan," and similar expressions to identify forward-looking statements. You
    should not place undue reliance on these forward-looking statements. The
    Company's actual results could differ materially from those anticipated in
    the forward-looking statements for many reasons, including the risks
    described below and elsewhere in this report. Although the Company believes
    the expectations reflected in the forward-looking statements are reasonable,
    they relate only to events as of the date on which the statements are made,
    and the Company cannot assure you that its future results, levels of
    activity, performance or achievements will meet these expectations.
    Moreover, neither the Company nor any other person assumes responsibility
    for the accuracy and completeness of the forward-looking statements. The
    Company does not intend to update any of the forward-looking statements
    after the date of this report to conform these statements to actual results
    or to changes in the Company's expectations, except as required by law.

                                       11
<PAGE>

RESULTS OF OPERATIONS

         THREE MONTHS ENDED JUNE 30, 2003 COMPARED TO THREE MONTHS ENDED JUNE
    30, 2002.

         For the second quarter ended June 30, 2003 (the "2003 Period"), we
    reported a net income of $137,892, or $.01 per basic share, compared to an
    operating loss of $265,227, or $.02 per basic share for the second quarter
    ended June 30, 2002 (the "2002 Period").

         Total revenues increased 7% to $1,108,179 for the 2003 Period from
    $1,034,418 for the 2002 Period.

         Product revenues for the 2003 Period were $733,170, a 22% increase as
    compared to $603,278 for the 2002 Period. This increase was due to increased
    sales of our inventory service products, offset by decreased sales of our
    route service products. Service revenues for the 2003 Period were $375,009,
    a 13% decrease as compared to $431,140 for the 2002 Period. This decrease
    was a result of fewer maintenance contracts for our route service products.

         Cost of revenues, as a percentage of net revenues, was 49% in the 2003
    Period, compared to 56% in the 2002 Period. The decrease in cost was due to
    an overall shift in product mix to higher margin products.

         Research and development expenses decreased 32% to $136,427 for the
    2003 Period from $200,868 for the 2002 Period. The decrease is principally
    due to a decrease in payroll costs of approximately $38,000, and a decrease
    in outside contractor costs of approximately $28,000.

         Selling and marketing expenses decreased 55% to $82,304 for the 2003
    Period from $182,750 for the 2002 Period. The decrease is principally due to
    a decrease in payroll costs of approximately $73,000, a decrease in travel
    expenses of approximately $16,000 and other general cost reductions of
    approximately $11,000.

         General and administrative expenses decreased 33% to $226,176 for the
    2003 Period from $335,395 for the 2002 Period. The decrease is due to a
    decrease in payroll costs of approximately $50,000, a decrease in bad debt
    expense of approximately $41,000 and other general cost reductions of
    approximately $18,000.

         SIX MONTHS ENDED JUNE 30, 2003 COMPARED TO SIX MONTHS ENDED JUNE 30,
    2002.

         For the first six months ended June 30, 2003 (the "2003 Period"), we
    reported a net income of $57,956, or $.00 per basic share, compared to an
    operating loss of

                                       12
<PAGE>

    $433,279, or $.04 per basic share for the first six months ended June 30,
    2002 (the "2002 Period").

         Total revenues decreased 12% to $1,951,937 for the 2003 Period from
    $2,219,029 for the 2002 Period.

         Product revenues for the 2003 Period were $1,168,957, a 15% decrease as
    compared to $1,372,223 for the 2002 Period. This decrease was due to
    decreased sales of our route service products. Service revenues for the 2003
    Period were $782,980, an 8% decrease as compared to $846,806 for the 2002
    Period. This decrease was a result of fewer maintenance contracts for our
    route service products.

         Cost of revenues, as a percentage of net revenues, was 51% in the 2003
    Period, compared to 57% in the 2002 Period. The decrease in cost was due to
    an overall shift in product mix to higher margin products.

         Research and development expenses decreased 44% to $239,302 for the
    2003 Period from $430,787 in the 2002 Period. The decrease is principally
    due to a decrease in outside contractor costs of approximately $115,000, and
    a decrease in payroll costs of approximately $78,000.

         Selling and marketing expenses decreased 35% to $215,912 for the 2003
    Period from $331,457 in 2002 Period. The decrease is principally due to a
    decrease in payroll cost of approximately $145,000 and a decrease in travel
    expenses of approximately $20,000, offset by an increase in outside
    contractor costs of approximately $65,000.

         General and administrative expenses decreased 25% to $459,804 for the
    2003 Period from $615,271 for the 2002 Period. The decrease is due to a
    decrease in payroll costs of approximately $52,000, a decrease in bad debt
    expense of approximately $41,000, a decrease in professional fees of $40,000
    and other general cost reductions of approximately $22,000.

    LIQUIDITY AND CAPITAL RESOURCES

         The Company has incurred an accumulated deficit of approximately $17.5
    million through June 30, 2003. During the first six months of 2003, the
    Company used approximately $76,000 of cash for operations while recording a
    net income of approximately $58,000. As of June 30, 2003, the Company had
    approximately $85,000 in cash and a negative working capital of
    approximately $30,000. In the event the Company's operations are not
    profitable or do not generate sufficient cash to fund the business, or if
    the Company fails to obtain additional financing, if required, management
    will have to substantially reduce its level of operations. These
    circumstances raise substantial doubt about the Company's ability to
    continue as a going concern. These financial statements do not include any
    adjustments that might result from the outcome of this uncertainty.

                                       13
<PAGE>

         As a result of the Company's recurring losses from operations and
    working capital deficit, the report of its independent certified public
    accountant relating to the financials for 2002 contains an explanatory
    paragraph stating substantial doubt about the Company's ability to continue
    as a going concern. The Company's plans to address the situation are
    presented above. However, there are no assurances that these plans will be
    successful or sufficient.

         In order to improve its cash position, the Company has taken a number
    of steps to reduce operating expenses, while simultaneously pursuing sales
    opportunities. There is a possibility that the latter might not result in
    adequate revenues in the near future to meet cash flow requirements, and
    therefore might require the Company to implement further cost saving action.

         The Company maintains adequate levels of inventory and has not
    experienced any interruption of supplies or services from vendors.

         Cash used for operating activities, during the six months ended June
    30, 2003, was $75,691. Our principal operating cash requirements were to
    fund our increase in accounts receivable and decrease in accounts payable,
    offset by net income from operations, decrease in inventory and increase in
    accrued expenses.

    ITEM 3.

    CONTROLS AND PROCEDURES


         (a) Evaluation of Disclosure Controls and Procedures.

         Our principal executive officer and principal financial officer, after
    evaluating the effectiveness of our disclosure controls and procedures (as
    defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the
    period covered by this Quarterly Report on Form 10-QSB, have concluded that,
    based on such evaluation, our disclosure controls and procedures were
    adequate and effective to ensure that material information relating to us,
    was made known to them by others within the Company, particularly during the
    period in which this Quarterly Report on Form 10-QSB was being prepared.

         (b) Changes in Internal Controls.

         There were no changes in our internal control over financial reporting,
    identified in connection with the evaluation of such internal control that
    occurred during our last fiscal quarter, that have materially affected, or
    are reasonably likely to materially affect, our internal control over
    financial reporting.


                                       14
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

         As reported in our Form 10-QSB for the fiscal quarter ended March 31,
    2000, we filed a complaint in March 2000 in Middlesex Superior Court for the
    Commonwealth of Massachusetts against Infos International, Inc. and Infos
    Group, Inc. (the "Defendants"). The complaint seeks damages (of an
    unspecified amount) and injunctive relief with respect to certain
    confidential information and trade secrets of the Company which we alleged
    are being used by Defendants in connection with their sales and production
    of computerized data collection products. The parties are in the process of
    participating in non-binding mediation.

ITEM 2. CHANGES IN SECURITIES

         Not Applicable

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

         Not Applicable.

ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not Applicable.

ITEM 5. OTHER INFORMATION

         Not Applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits

             31.1    Certification of the Chief Executive Officer
             31.2    Certification of the Chief Financial Officer
             32.1    Certification pursuant to Section 906 of the Sarbanes-Oxley
                     Act of 2002.

         (b) Reports on Form 8-K

             On April 1, 2003, we filed a Form 8-K under Item 4 announcing that
             our Board of Directors named BDO Seidman, LLP as our new
             independent public accountants to audit our financial statements
             for the fiscal year ended December 31, 2002 and during fiscal 2003.

                                       15
<PAGE>


                                   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 14, 2003                            /s/ John P. Ward
                                           ------------------------------------
                                           John P. Ward
                                           Chairman of the Board, President and
                                           Chief Executive Officer (principal
                                           executive officer)

August 14, 2003                            /s/ Gerald S. Eilberg
                                           ------------------------------------
                                           Gerald S. Eilberg
                                           Chief Financial Officer (principal
                                           financial and accounting officer)





















                                       16
<PAGE>


                                  EXHIBIT INDEX

EXHIBIT NO.                         TITLE


   31.1              Certification of the Chief Executive Officer.

   31.2              Certification of the Chief Financial Officer.

   32.1              Certification pursuant to Section 906 of the Sarbanes-Oxley
                     Act of 2002.





























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