SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

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

                 FOR THE QUARTERLY PERIOD ENDED: MARCH 30, 1997
                         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
incorporation or organization)                             Identification #)

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

         Registrant's telephone number including area code (508)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 March 30, 1997.

COMMON STOCK, $0.08 PAR VALUE                                   1,251,925
   (Title of each class)                                    (number of shares)






                           NATIONAL DATACOMPUTER, INC.
                                      INDEX
                          PART I. FINANCIAL INFORMATION

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

                  Balance Sheet as of
                   March 30, 1997 and December 29,1996.................   3

                  Statement of Operations
                   for the three months ended
                           March 30, 1997 and March 31, 1996...........   4

                  Statement of Changes in
                    Shareholders' Equity for the three
                     months ended March 30, 1997.......................   5

                  Statement of Cash Flows
                   for the three months ended
                            March 30, 1997 and March 31, 1996..........   6

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


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
                    AND RESULTS OF OPERATIONS..........................   9

                           PART II. OTHER INFORMATION

ITEM 1.  Legal Proceedings.............................................  11

ITEM 2.  Changes in Securities.........................................  11

ITEM 3.  Defaults upon Senior Securities...............................  11

ITEM 4.  Submissions of Matters to a Vote of Security Holders..........  11

ITEM 5.  Other Information.............................................  11

ITEM 6.  Exhibits and Reports on Form 8 - K............................  11


SIGNATURES.............................................................  12






NATIONAL DATACOMPUTER, INC.
BALANCE SHEET
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                                                                                      March 30,                December 29,
                                                                                         1997                      1996
                                                                                     (Unaudited)
<S>                                                                                <C>                       <C>           
Assets
Current Assets:
    Cash and cash equivalents                                                      $    1,516,862            $      722,285
    Accounts receivable, net of allowance for doubtful accounts                         1,029,047                   621,037
    Inventories                                                                         1,452,834                 1,479,153
    Other current assets                                                                  177,233                   153,741
                                                                                   ---------------           ---------------

      Total current assets                                                              4,175,976                 2,976,216

Property and equipment, net                                                               226,870                   234,530
                                                                                   ---------------           ---------------

                                                                                   $    4,402,846            $    3,210,746
                                                                                   ===============           ===============

Liabilities and stockholders' equity
Current Liabilities:
    Current obligations under capital lease                                        $       12,430            $       21,424
    Accounts payable                                                                      241,128                   125,454
    Accrued payroll and related taxes                                                     134,392                   171,104
    Accrued professional fees                                                              68,218                    48,732
    Accrued rent and utilities                                                             35,040                    54,429
    Accrued expenses - other                                                              158,837                   274,423
    Accrued interest on preferred stock                                                   183,000                    84,000
    Deferred revenues, current portion                                                    725,892                   678,625
    Deferred compensation                                                                  45,742                    45,742
                                                                                   ---------------           ---------------

      Total current liabilities                                                         1,604,679                 1,503,933

Convertible debt                                                                          250,000                   -
Obligation under capital lease                                                            121,128                   114,828
Deferred revenues                                                                          75,143                    75,143
                                                                                   ---------------           ---------------

                                                                                        2,050,950                 1,693,904
                                                                                   ---------------           ---------------

Stockholders' equity
    Preferred stock, Series A convertible, $0.001 par value; 20 shares
      authorized; 0 shares issued and outstanding at March 30, 1997 and
      December 29, 1996                                                                   -                         -

    Preferred stock, Series B convertible $0.001 par value; 4,200 shares
      authorized; 4,200 shares issued and outstanding at March 30, 1997
      and December 29, 1996, respectively (liquidating preference of $4,200,000)        3,685,206                 3,685,206

    Preferred stock, Series C convertible $0.001 par value; 900 shares                
      authorized; 900 and 0 shares issued and outstanding at March 30, 1997,
      and December 29, 1996, respectively (liquidating preference of $900,000)            881,583                   -

    Preferred stock, Series D convertible $0.001 par value; 350 shares
      authorized; 350 and 0 shares issued and outstanding at March 30, 1997,
      and December 29, 1996, respectively (liquidating preference of $350,000)            343,000                   -

    Common stock, $0.08 par value; 5,000,000 shares authorized; xxxxxxx and
      1,251,925 shares issued and outstanding at March 30, 1997 and
      December 29, 1996, respectively                                                     100,154                   100,154

    Capital in excess of par value                                                      9,755,957                 9,755,957
    Accumulated deficit                                                               (11,945,765)              (11,548,437)
    Unamortized stock compensation                                                       (116,970)                 (124,769)
    Notes receivable - employees                                                         (351,269)                 (351,269)
    Preferred stock subscription receivable                                               -                         -
                                                                                   ---------------           ---------------

      Total stockholders' equity                                                        2,351,896                 1,516,842
                                                                                   ---------------           ---------------

                                                                                   $    4,402,846            $    3,210,746
                                                                                   ===============           ===============
</TABLE>

                   The accompanying notes are an integral part
                          of these financial statements

                                        3





NATIONAL DATACOMPUTER, INC.
STATEMENT OF OPERATIONS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                             First Fiscal Quarter Ended


                                                                       March 30, 1997                 March 31, 1996
                                                                        (Unaudited)                    (Unaudited)
<S>                                                              <C>                            <C>                     
Revenues
       Net product revenue                                       $              1,243,464       $              1,061,532
       Service and other revenue                                                  291,974                        265,619
                                                                 -------------------------      -------------------------

                                                                                1,535,438                      1,327,151

Cost of sales and services                                                        821,625                        832,985
                                                                 -------------------------      -------------------------

                                                                                  713,813                        494,166
                                                                 -------------------------      -------------------------

Operating expenses:
       Research and development                                                   377,290                        279,557
       Selling, general and administrative                                        631,105                        581,852
                                                                 -------------------------     --------------------------

                                                                                1,008,395                        861,409
                                                                 -------------------------      -------------------------

Loss from operations                                                             (294,582)                      (367,243)

Other income (expense):
       Interest income                                                              1,735                              5
       Interest expense                                                            (5,481)                       (13,438)
                                                                 -------------------------      -------------------------

Net  loss                                                        $               (298,328)      $               (380,676)
                                                                 =========================      =========================


Net income (loss) per share                                      $                  (0.32)      $                  (0.33)
                                                                 =========================      =========================

Weighted average shares and dilutive
       shares equivalent outstanding                                            1,251,925                      1,169,436
                                                                 =========================      =========================
</TABLE>


                   The accompanying notes are an integral part
                          of these financial statements

                                        4





NATIONAL DATACOMPUTER, INC.
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
--------------------------------------------------------------------------------
<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 29, 1996          4,200   $ 3,685,206                                                      
                                                                                                               
Net loss                                                                                                       
                                                                                                               
Issuance of preferred stock                                          900     881,583           350    343,000  
                                                                                                               
Interest on preferred stock                                                                                    
                                                                                                               
Amortization of stock compensation                                                                             
                                                                                                               
                                    --------  ------------      --------  ----------     --------- ----------  
                                                                                                               
Balance at March 30, 1997              4,200  $  3,685,206           900  $  881,583            35 $  343,000  
                                    ========  ============      ========  ==========     ========= ==========  
</TABLE>

NATIONAL DATACOMPUTER, INC.
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)(CONTINUED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                              COMMON STOCK
                                   -------------------------------------
                                                            CAPITAL IN     NOTES     UNAMORTIZED                     TOTAL
                                                   PAR        EXCESS     RECEIVABLE     STOCK      ACCUMULATED    STOCKHOLDERS'
                                      SHARES      VALUE    OF PAR VALUE   EMPOLYEES  COMPENSATION   DEFICIT     EQUITY (DEFICIT)
<S>                                 <C>         <C>        <C>           <C>         <C>          <C>             <C>
Balance at December 29, 1996          1,251,925 $  100,154 $   9,755,957 $  (351,269)$  (124,769) $ (11,548,437)  $1,516,842

Net loss                                                                                               (298,328)   ($298,328)

Issuance of preferred stock                                                                                       $1,224,583

Interest on preferred stock                                                                             (99,000)    ($99,000)

Amortization of stock compensation                                                          7,799                     $7,799

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

Balance at March 30, 1997             1,251,925 $  100,154 $   9,755,957 $  (351,269)$   (116,970)$ (11,945,765)$  2,351,896
                                    =========== ========== ============= =========== ============ ============= ============
</TABLE>

                   The accompanying notes are an integral part
                          of these financial statements

                                        5






NATIONAL DATACOMPUTER, INC.
STATEMENT OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                     March 30, 1997            March 31, 1996
                                                                                      (Unaudited)               (Unaudited)
<S>                                                                             <C>                        <C>                  
Cash flows from operating activities:
     Net income (loss)                                                          $            (298,328)     $           (380,677)
     Adjustments to reconcile net income (loss) to net
         cash (used for) provided by operating activities:
         Depreciation and amortization                                                         25,622                    10,527
         Amortization of stock compensation                                                     7,799                -
         Changes in assets and liabilities:
            (Increase) decrease in accounts receivable                                       (408,010)                  442,663
            (Increase) decrease in inventories                                                 26,319                   185,851
            (Increase) decrease in other current assets                                       (23,492)                  (22,532)
            (Decrease) increase in accounts payable                                           115,674                    92,556
            (Decrease) increase in accrued expenses
                and deferred compensation                                                    (152,201)                 (226,387)
            (Decrease) increase in deferred revenues                                           47,267                   (10,545)
                                                                                   -------------------       -------------------

     Net cash (used for) provided by operating activities                                    (659,350)                   91,456
                                                                                   -------------------       -------------------

Cash flows from investing activities:
     Purchases of property and equipment                                                      (10,242)                  (13,040)
                                                                                   -------------------       -------------------

     Net cash used for investing activities                                                   (10,242)                  (13,040)
                                                                                   -------------------       -------------------

Cash flows from financing activities:
     Proceeds from issuance of  preferred stock, net of issuance costs                      1,224,583                -
     Proceeds from issuance of convertible note                                               250,000
     Payments of obligations under capital lease                                              (10,414)               -
                                                                                   -------------------       -------------------

     Net cash provided by financing activities                                              1,464,169                         0
                                                                                   -------------------       -------------------

Net increase (decrease) in cash and cash equivalents                                          794,577                    78,416
Cash and cash equivalents at beginning of period                                              722,285                       470
                                                                                   -------------------       -------------------

Cash and cash equivalents  at end of period                                     $           1,516,862      $             78,886
                                                                                   ===================       ===================


Supplemental Cash Flow Information:
     Cash paid for interest                                                     $                 5,416    $         -
     Non-cash investing and financing activities:
         Accrued Interest on Series B preferred stock charged to
            Accumulated deficit                                                                  99,000              -
         Purchase of property and equipment  under capital lease                                  7,720              -

</TABLE>

                   The accompanying notes are an integral part
                          of these financial statements

                                        6



                           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.

 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
      29, 1996 of National Datacomputer, Inc. (the "Company"), as filed with the
      Securities and Exchange Commission.

      INTERIM PERIODS
      In the  opinion  of the  Company,  the  accompanying  unaudited  financial
      statements  contain  all  adjustments  (which  are of a  normal  recurring
      nature) necessary for a fair presentation of the financial statements. The
      results of  operations  for the three  months ended March 30, 1997 are not
      necessarily indicative of the results to be expected for the full year.

      REVENUE RECOGNITION
      The company  recognizes  revenues for products  upon  shipment.  Estimated
      installation,  training  and  warranty  costs are  accrued  at the time of
      shipment.  Service  revenue is  recognized  ratably  over the  contractual
      periods.

      EARNINGS PER SHARE
      Per share  data was  computed  by  dividing  net loss as  adjusted  by the
      preferred  dividend  by the  weighted  average  number  of  common  shares
      outstanding  during the period;  common equivalent shares are not included
      as the effect of such would be considered anti-dilutive.

      RESEARCH AND DEVELOPMENT AND COMPUTER SOFTWARE DEVELOPMENT COSTS
      Research and Development  costs,  other than software  development  costs,
      have been  charged to  operations  as  incurred.  Statement  of  Financial
      Accounting  Standards  No.  86,  "Accounting  for the  Costs  of  Computer
      Software  to  be  Sold,  Leased  or  Otherwise  Marketed",   requires  the
      capitalization  of certain computer  software  development  costs



                                       7



      incurred  after  technological  feasibility  is  established.  No software
      development  costs have been  capitalized  at March 30,  1997 or March 31,
      1996.

      NEW ACCOUNTING PRONOUNCEMENT
      In  February  1997,  the  Financial   Accounting  Standards  Board  issued
      Statement  of  Financial  Accounting  Standards  No.  128,  ("SFAS  128"),
      "Earnings per Share", effective for fiscal years ending after December 15,
      1997.  Management  has  determined  that  there  will be no  impact of the
      adoption of SFAS 128 on the Company's  reported  results of operations for
      the periods presented. The future adoption of SFAS 128 will have no effect
      on the Company's financial position or cash flows.

      RECLASSIFICATIONS
      Certain  prior year  amounts  have been  reclassified  to conform with the
      current year presentation.

      INVENTORIES

      Inventories consist of the following:

<TABLE>
<CAPTION>
                                                    MARCH 30,                DECEMBER 29,
                                                      1997                      1996
                                              ----------------------    ----------------------
<S>                                                 <C>                       <C>      
      Raw Material                                  $ 345,599                 $ 351,860
      Work-in-process                                 582,194                   592,741
      Finished goods                                  525,014                   534,552
                                              ----------------------    ----------------------

                               Total               $1,452,834                $1,479,153
                                              ======================    ======================
</TABLE>

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

 4.   CONVERTIBLE PREFERRED STOCK AND PROMISSORY NOTES

      In March  1997,  the  Company  designated  and sold 900 and 350  shares of
      Series C and Series D Convertible Preferred Stock,  respectively,  for net
      proceeds of $881,583 and $343,000, respectively. The Series C and Series D
      Convertible Preferred Stock have voting, dividend preference,  liquidating
      preference,  mandatory  conversion and Company redemption terms similar to
      those of the Company's existing Series B Convertible  Preferred Stock. The
      Series C and Series D Convertible  Preferred  Stock are  convertible  into
      shares  of  common  stock  at a  price  of  $3.20  and  $2.74  per  share,
      respectively.  Holders of the Series C and Series D Convertible  Preferred
      Stock are also  entitled to receive  interest at a rate of 6% per annum on
      the stated value of the preferred stock.

      At the  same  time,  the  Company  also  issued  $250,000  of  Convertible
      Promissory  Notes  to the same  investors  as the  Series  C and  Series D
      Convertible Preferred Stockholders.  These notes bear interest at the rate
      of 6% annum,  mature in March



                                       8


      1998 and are  convertible  into shares of the Company's  common stock at a
      price of $2.74 per share.


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 financial statements and notes thereto appearing elsewhere herein.

RESULTS OF OPERATIONS


         THREE MONTHS ENDED MARCH 30, 1997  COMPARED TO THREE MONTHS ENDED MARCH
31, 1996.

         Total revenues in the first quarter of fiscal year 1997 were $1,535,438
compared to  $1,327,151  in the prior  comparable  quarter,  an increase of 16%.
Revenue from equipment sales increased by  approximately  $180,000 to $1,243,464
during the three months ended March 30, 1997,  compared to $1,061,532 during the
prior comparable  quarter.  The increase is due to improved product  performance
and broader sales  coverage.  Service and other revenues for the current quarter
were  $291,974  compared to $265,619 for the previous  comparable  quarter.  The
Company  expects that service and other  revenues  will  continue to rise as the
Company's installed base of hand-held computers continues to expand.

         Cost of sales and  services  decreased  by  approximately  $11,000 from
$832,985  during the three  months  ended March 31, 1996 to $821,625  during the
current  three  months.  As a  percentage  of net  revenues,  cost of sales  and
services  decreased to 54% during the three months ended March 30, 1997 from 63%
during the prior comparable period. The decrease in both absolute dollars and as
a  percentage  of net  revenues  is  primarily  attributable  to  lower  cost of
materials,  and lower field support cost due to the Company's  quality  programs
instituted in the last year.

         Research and  development  expenses during the three months ended March
30, 1997 were $377,290 an increase of approximately $98,000 compared to $279,557
during  the prior  comparable  quarter.  The  increase  is due to the  Company's
continued  effort to  enhance  its  current  products  while  developing  future
products.

         Selling,  general and  administrative  expenses during the three months
ended March 30, 1997 were $631,105 an increase of approximately $49,000 compared
to $581,851 during the prior comparable period. The increase is due primarily to
increased market



                                       9


research and lead generation  programs,  plus increase in legal and professional
fees associated with the Company's filing and listing on NASDAQ stock market.

         Interest expense was $5,481 for the three months of 1997 as compared to
$13,438  for the  prior  comparable  period.  The  decrease  resulted  from  the
repayment of the Company's working capital line of credit.

         As a result,  the Company  incurred a net loss of  $298,328  during the
three months ended March 30, 1997, compared to a net loss of $380,676 during the
three months ended March 31, 1996.

LIQUIDITY AND CAPITAL RESOURCES

         Cash and cash equivalent  totaled $1,516,862 at March 30, 1997 compared
to $722,285 at December 29, 1996.  The increase in cash and cash  equivalent was
due primarily to cash generated from the sale of Convertible Preferred Stock and
the  issuance  of  Convertible   Promissory  Notes,  which  netted  proceeds  of
$1,474,583  (Note 4). The increase in cash was partially offset by a net loss of
$298,328, in addition to an increase in accounts receivable of $408,010.

         The  Company  currently  has no  outstanding  commitments  for  capital
expenditures. The Company's primary requirements for capital will be the cost of
systems sold, strategic acquisitions,  marketing and sales costs associated with
the Company's  expansion into new target markets and general and  administrative
expenses associated with the Company's plan for expansion.




                                       10



                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

         The  Company  is  not  presently   involved  in  any  material  pending
litigation.

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
                  (27)   Financial Data Schedule.

         (b)      Form 8-K was  filed  on  February  26,  1997,  describing  the
                  Company's  private  placement  of  Series C and D  Convertible
                  Preferred  Stock  and  a  Convertible   Promissory  Note.  The
                  following  financial  statements  were  filed  as part of this
                  report on Form 8-K:

                  (i)   Unaudited balance sheet as of January 26, 1997,
          
                  (ii)  unaudited  statement  of  operations  for the one  month
                        ended January 26, 1997,

                  (iii) unaudited statement of cash flow for the one month ended
                        January 26, 1997, and

                  (iv)  unaudited  statement  of  stockholders'   equity  as  of
                        January 26, 1997.



                                       11


                                   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.


May 9, 1997                           ________________________________
                                      Malcolm M. Bibby
                                      President


May 9, 1997                           ________________________________
                                      Gerald S. Eilberg
                                      Vice President, Finance and Administration
                                      Chief Financial Officer