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

                                  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: March 31, 2004

                                       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
preceding 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 May 10, 2004 was 21,639,258.
================================================================================
<PAGE>

                           NATIONAL DATACOMPUTER, INC.
                                      INDEX
                          PART I. FINANCIAL INFORMATION

                                                                        Page No.
Item 1. Unaudited Financial Statements:

        Unaudited Balance Sheets as of March 31, 2004
         and December 31, 2003..............................................3

        Unaudited Statements of Operations for the three months ended
         March 31, 2004 and 2003............................................4

        Unaudited Statement of Stockholders' Equity for the three
           months ended March 31, 2004......................................5

        Unaudited Statements of Cash Flows for the three months ended
               March 31, 2004 and  2003.....................................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............................................13

                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings..................................................15

Item 2. Changes in Securities and Small Business Issuer
           Purchases of 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>
                                                                                                March 31,     December 31,
                                                                                                  2004            2003
                                                                                              ------------    ------------
<S>                                                                                          <C>             <C>
Assets
Current Assets:
     Cash                                                                                     $    669,686    $    690,826
     Accounts receivable, net of allowance for doubtful accounts of
       $1,311 and $1,033 in 2004 and 2003, respectively                                            186,137          75,000
     Inventories                                                                                   403,334         399,704
     Other current assets                                                                           24,453          16,022
                                                                                              ------------    ------------
       Total current assets                                                                      1,283,610       1,181,552
Fixed assets, net                                                                                  120,270         132,214
Capitalized software development costs, net                                                        171,331         208,726
                                                                                              ------------    ------------
       Total Assets                                                                           $  1,575,211    $  1,522,492
                                                                                              ============    ============

Liabilities and stockholders' equity
Current Liabilities:
     Current obligations under capital lease                                                  $     20,703    $     20,024
     Note payable                                                                                   54,000          54,000
     Accounts payable                                                                              284,112         209,705
     Accrued payroll and related taxes                                                              52,113          58,993
     Other accrued expenses                                                                        112,349         122,907
     Deferred revenues                                                                             424,107         458,976
                                                                                              ------------    ------------
       Total current liabilities                                                                   947,384         924,605
Obligations under capital lease, net of current portion                                              3,778           9,335
                                                                                              ------------    ------------
       Total Liabilities                                                                           951,162         933,940
                                                                                              ------------    ------------

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 shares 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 or outstanding                                                    --              --

     Common stock, $0.08 par value; 30,000,000 shares authorized; 21,639,258 and 21,302,765
       shares issued and outstanding at March 31, 2004 and December 31, 2003 respectively        1,731,139       1,704,220

     Capital in excess of par value                                                             12,772,666      12,732,835
     Accumulated deficit                                                                       (17,418,477)    (17,387,224)
     Stock subscriptions receivable(net of allowance for doubtful accounts of $351,269)               --              --
                                                                                              ------------    ------------
       Total Stockholders' Equity                                                                  624,049         588,552
                                                                                              ------------    ------------
       Total Liabilities and Stockholders' Equity                                             $  1,575,211    $  1,522,492
                                                                                              ============    ============
</TABLE>

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

                                        3
<PAGE>

                           NATIONAL DATACOMPUTER, INC.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
--------------------------------------------------------------------------------
<TABLE><CAPTION>
                                                            Three Months Ended
                                                       ----------------------------
                                                         March 31,       March 31,
                                                           2004            2003
                                                       ------------    ------------
<S>                                                   <C>             <C>
Revenues:
    Product                                            $    662,015    $    435,787
    Services                                                354,263         407,971
                                                       ------------    ------------
       Total Revenues                                     1,016,278         843,758

Cost of revenues                                            517,398         451,975
                                                       ------------    ------------

       Gross Profit                                         498,880         391,783
                                                       ------------    ------------

Operating expenses:
    Research and development                                 90,924         102,875
    Selling and marketing                                    90,174         133,608
    General and administrative                              281,090         233,628
                                                       ------------    ------------
                                                            462,188         470,111
                                                       ------------    ------------
Income (loss) from operations                                36,692         (78,328)

Other income (expense):
    Interest income                                            --               310
    Interest expense                                         (1,195)         (1,918)
                                                       ------------    ------------
Net income (loss)                                      $     35,497    $    (79,936)
                                                       ============    ============

Calculation of net income (loss) per common share:

Net income (loss)                                      $     35,497    $    (79,936)
Preferred stock preferences                                 (66,750)        (66,750)
                                                       ------------    ------------
Net loss attributable to common stockholders           $    (31,253)   $   (146,686)
                                                       ============    ============
Basic and diluted net loss per share attributable to
    common stockholders                                $      (0.00)   $      (0.01)
                                                       ============    ============
Weighted average shares                                  21,306,463      14,760,733
                                                       ============    ============
</TABLE>

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

                                       4
<PAGE>

NATIONAL DATACOMPUTER, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
(Unaudited)
<TABLE><CAPTION>
------------------------------------------------------------------------------------------------------------------
                              Preferred Stock       Preferred Stock       Preferred Stock       Preferred Stock
                                  Series B              Series C              Series D              Series E
                            --------------------  --------------------  --------------------  --------------------
                                         Net                   Net                   Net                   Net
                                       issuance              issuance              issuance              issuance
                             Shares      price     Shares     price       Shares     price     Shares      price
                            -------  -----------  -------  -----------  --------  ----------  -------  -----------
<S>                         <C>      <C>          <C>      <C>          <C>       <C>         <C>      <C>
Balance at December 31,
2003                          2,400   $2,105,832      900     $834,370       350    $324,639      500     $273,880

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

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

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

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

Balance at March 31, 2004     2,400   $2,105,832      900     $834,370       350    $324,639      500     $273,880
                            =======  ===========  =======  ===========  ========  ==========  =======  ===========


---------------------------------------------------------------------------------------------
                                       Common Stock
                            ------------------------------------
                                                     Capital in                     Total
                                           Par        excess       Accumulated   stockholders'
                              Shares      value     of par value     deficit        equity
                            ----------  ----------  ------------  -------------  ----------
Balance at December 31,
2003                        21,302,765  $1,704,220   $12,732,835  ($17,387,224)    $588,552

Net income                         --          --            --         35,497      $35,497

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

Issuance of common stock
 in satisfaction of accrued
 interest                      336,493      26,919        39,831            --      $66,750

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

Balance at March 31, 2004   21,639,258  $1,731,139   $12,772,666  ($17,418,477)    $624,049
                            ==========  ==========  ============  =============  ==========
</TABLE>

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

                                        5
<PAGE>

                           NATIONAL DATACOMPUTER, INC.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
--------------------------------------------------------------------------------
<TABLE><CAPTION>
                                                                         Three Months Ended
                                                                     ---------------------------
                                                                       March 31,       March 31,
                                                                         2004            2003
                                                                     -----------     -----------
<S>                                                                 <C>             <C>
Cash flows from operating activities:
     Net income (loss)                                               $    35,497     $   (79,936)
     Adjustments to reconcile net income (loss) to net
         cash (used for) provided by operating activities:
         Depreciation and amortization                                    50,678          40,976
         Changes in assets and liabilities:
             Increase in accounts receivable                            (111,137)        (68,603)
             (Increase) decrease in inventories                           (3,630)         70,519
             (Increase) decrease in other current assets                  (8,431)          2,297
             Increase (decrease) in accounts payable                      79,057         (83,783)
             (Decrease) increase in accrued expenses                     (17,438)        114,009
             (Decrease) increase in deferred revenues                    (34,869)         74,337
                                                                     -----------     -----------
     Net cash (used for) provided by operating activities                (10,273)         69,816
                                                                     -----------     -----------

Cash flows from investing activities:
     Purchases of fixed assets                                            (5,989)           (824)
                                                                     -----------     -----------
     Net cash used for investing activities                               (5,989)           (824)
                                                                     -----------     -----------

Cash flows from financing activities:
     Principal payment on obligations
         under capital lease                                              (4,878)         (4,156)
                                                                     -----------     -----------
     Net cash used for financing activities                               (4,878)         (4,156)
                                                                     -----------     -----------

Net (decrease) increase in cash                                          (21,140)         64,836
Cash, beginning of period                                                690,826         176,492
                                                                     -----------     -----------

Cash, end of period                                                  $   669,686     $   241,328
                                                                     ===========     ===========

Supplemental Disclosure of Cash Flow Information:

     Interest paid                                                   $     1,195     $     1,918
                                                                     ===========     ===========
     Income taxes paid                                               $     9,000     $       --
                                                                     ===========     ===========
     Decrease in cost of capitalized software
         due to decrease in accounts payable                         $     4,650     $       --
                                                                     ===========     ===========
</TABLE>
                  The accompanying notes are an integral part
                    of these unaudited 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 $17.4
      million through March 31, 2004. As a result of this accumulated deficit,
      the report of its independent public accountant relating to the financials
      for 2003 contains an explanatory paragraph regarding substantial doubt
      about the Company's ability to continue as a going concern. The Company's
      plans to address the situation are presented below. However, there are no
      assurances that these plans will be successful or sufficient.

         As of March 31, 2004, the Company had approximately $0.7 million in
      cash and working capital of approximately $0.3 million. 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.

         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 or attempt to obtain additional financing.

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

                                        7
<PAGE>

      contained in the Annual Report on Form 10-KSB for the year ended December
      31, 2003 of National Datacomputer, Inc., as filed with the Securities and
      Exchange Commission.

         The balance sheet as of December 31, 2003 is derived from the audited
      financial statements presented in the Company's Annual Report on Form
      10-KSB for the year then ended.

      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 three months ended March 31, 2004 are not
      necessarily indicative of the results to be expected for any other quarter
      or for the full year.

      REVENUE RECOGNITION

         The Company recognizes revenue upon shipment, provided persuasive
      evidence of an arrangement exists, there are no uncertainties regarding
      customer acceptance, the sales price is fixed or determinable and
      collection of the related receivable is probable.

         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 and notes
      payable approximate their carrying values at March 31, 2004 and December
      31, 2003 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.

                                        8
<PAGE>

      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.

      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

         Shipping and handling costs are classified as a component of cost of
      goods sold. The Company accounts for shipping and handling costs passed on
      to customers as revenues.

      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, using the
      straight-line method. 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.

                                        9
<PAGE>

         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. Amortization begins when the product is available for general
      release to the customer.

      NET INCOME (LOSS) PER SHARE

         Basic net income (loss) per share is computed by dividing net 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's employee stock option plans are accounted for in
      accordance with Accounting Principles Board Opinion No. 25, "Accounting
      for Stock Issued to Employees," ("APB 25") and related interpretations.
      The Company adopted SFAS No. 123, "Accounting for Stock Based
      Compensation," for disclosure only.

         In December 2002, the FASB issued SFAS No. 148, "Accounting for
      Stock-Based Compensation - Transition and Disclosure", which (i) amends
      SFAS Statement No. 123, "Accounting for Stock-Based Compensation," to
      provide alternative methods of transition for an entity that voluntarily
      changes to the fair value based method of accounting for stock-based
      employee compensation (ii) amends the disclosure provisions of SFAS 123 to
      require prominent disclosure about the effects on reported net income of
      an entity's accounting policy decisions with respect to stock-based
      employee compensation and (iii) amend APB opinion No. 28, "Interim
      Financial Reporting" to require disclosure about those effects in interim
      financial information. Items (ii) and (iii) of the new requirements in
      SFAS 148 are effective for financial statements for years ending after
      December 15, 2002. The Company adopted the disclosure requirements of SFAS
      148 for the year ended December 31, 2002 and continues to account for
      stock-based compensation utilizing the intrinsic value method. The
      additional disclosures required by SFAS 148 are as follows:

                                       10
<PAGE>

                                                          Three months ended
                                                      -------------------------
                                                       March 31,      March 31,
                                                         2004           2003
                                                      ----------     ----------
        Net income (loss):
             As reported                              $   35,497     $  (79,936)
             Pro forma                                $   35,090     $  (80,343)

        Basic and diluted net income (loss) per
        share attributable to common stockholders:
             As reported                                 $0.00         $(0.01)
             Pro forma                                   $0.00         $(0.01)


3. INVENTORIES

      Inventories consist of the following:            March 31,    December 31,
                                                         2004           2003
                                                      ----------     ----------

      Raw material                                    $  283,781     $  208,592
      Work-in-process                                     84,619        180,868
      Finished goods                                      34,934         10,244
                                                      ----------     ----------
                               Total                  $  403,334     $  399,704
                                                      ==========     ==========

    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,
      2003.

         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

                                       11
<PAGE>

      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.

RESULTS OF OPERATIONS

         THREE MONTHS ENDED MARCH 31, 2004 COMPARED TO THREE MONTHS ENDED MARCH
      31, 2003.

         For the three months ended March 31, 2004 (the "2004 Period"), we
      reported net income of $35,497, compared to a net loss of $79,936, for the
      three months ended March 31, 2003 (the "2003 Period").

         Total revenues for the 2004 Period increased 20% to $1,016,278 from
      $843,758 for the 2003 Period.

         Net product revenues for the 2004 Period were $662,015, an increase of
      52% from $435,787 for the 2003 Period. The increase in net product
      revenues of $226,228 is primarily due to continued growth of our inventory
      service products, mainly the DC5. Net service revenues for the 2004 Period
      were $354,263, a 13% decrease as compared to $407,971 for the 2003 Period.
      The decrease is a result of fewer maintenance contracts for our route
      service products due to unfavorable economic conditions, along with
      customer constraints on spending.

          Gross Profit for the 2004 Period was $498,880 or 49% of revenues as
      compared to $391,783 or 46% of revenues for the 2003 Period. The Company's
      two major product lines have different profit margins as well as multiple
      profit margins within each product line. In the course of the periods
      compared, there may be significant changes in the gross profit as a
      percentage of revenue depending on the mix of the product sold.

         Research and development expenses for the 2004 Period decreased 12% to
      $90,924 from $102,875 for the 2003 Period. The decrease was attributable
      to the engineering cost sharing efforts with certain of the Company's
      customers.

         Selling and marketing expenses for the 2004 Period decreased 33% to
      $90,174 from $133,608 for the 2003 Period. The decrease was the result of
      planned reductions

                                       12
<PAGE>

      in sales personnel expenses of approximately $35,000,  and other general
      cost reductions of approximately $8,000.

         General and administrative expenses for the 2004 Period increased 20%
      to $281,090 from $233,628 for the 2003 Period. The increase was primarily
      due to an increase in legal expenses associated with the successful
      dismissal of a litigation dispute with Infos International, Inc. and Infos
      Group, Inc.

         LIQUIDITY AND CAPITAL RESOURCES

         During the first three months of 2004, the Company has financed its
      operations primarily from operating results and working capital. At March
      31, 2004, the Company had cash of $669,686 and working capital of
      $336,226. During the three month period ended March 31, 2004, the
      Company's operations used $10,273 in cash. The decrease in cash resulted
      primarily from an increase in trade receivables of $111,137, a decrease in
      deferred revenues of $34,869, and a decrease in accrued expenses of
      $17,438. This was offset by the Company's net income of $35,497, increased
      by non-cash charges for depreciation and amortization of $50,678, along
      with an increase in accounts payable of $79,057.

         The Company has incurred an accumulated deficit of approximately $17.4
      million through March 31, 2004. As a result of this accumulated deficit,
      the report of its independent public accountant relating to the financials
      for 2003 contains an explanatory paragraph regarding substantial doubt
      about the Company's ability to continue as a going concern. The Company's
      plans to address the situation are presented below. However, there are no
      assurances that these plans will be successful or sufficient.

         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.

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

    ITEM 3.

    CONTROLS AND PROCEDURES


         (a) Evaluation of Disclosure Controls and Procedures.

                                       13
<PAGE>

         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. In designing and evaluating our disclosure controls and
      procedures, our management recognizes that any controls and procedures, no
      matter how well designed and operated, can provide only reasonable
      assurance of achieving the desired control objectives, and our management
      necessarily is required to apply its judgment in evaluating the
      cost-benefit relationship of possible controls and procedures.


         (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

         We are not a party to any legal proceedings.

ITEM 2. CHANGES IN SECURITIES AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY
         SECURITIES

         On March 31, 2004, we issued an aggregate 336,493 shares of our common
      stock to Capital Bank Grawe Gruppe AG ("Capital Bank" and formerly RBB
      Bank) in satisfaction of an aggregate interest payment of $66,750, which
      interest was due under the terms of our Series B, C, and D Convertible
      Preferred Stock that are currently issued, outstanding, and held by
      Capital Bank. No underwriters were involved in the transaction, and there
      were no underwriting discounts or commissions. We 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.

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

         As previously disclosed in our Annual Report on Form 10-KSB for the
      fiscal year ended December 31, 2003, William B. Berens joined us in March
      2004 as our Vice President of Sales and Marketing. In addition, John H.
      MacKinnon joined our Board of Directors effective March 1, 2004.

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

         None.

                                       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.


May 17, 2004                            /s/ John P. Ward
                                        ---------------------------
                                        John P. Ward
                                        Chairman of the Board, President and
                                        Chief Executive Officer (principal
                                        executive officer)

May 17, 2004                            /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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