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

                       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 31, 2003
                         COMMISSION FILE NUMBER 0-15885

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

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


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

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

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

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

                                Yes [X]   No [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of May 5, 2003.

COMMON STOCK, $0.08 PAR VALUE                                 14,760,733
    (Title of each class)                                 (number of shares)
================================================================================
<PAGE>

                           NATIONAL DATACOMPUTER, INC.
                                      INDEX
                          PART I. FINANCIAL INFORMATION

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

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

         Unaudited Statements of Operations for the three
          months ended March 31, 2003 and 2002...............................4

         Unaudited Statement of Stockholders' Equity for
          the three months ended March 31, 2003..............................5

         Unaudited Statements of Cash Flows for the three
          months ended March 31, 2003 and 2002...............................6

         Notes to Unaudited Interim 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...................................................14

ITEM 2. Changes in Securities...............................................14

ITEM 3. Defaults upon Senior Securities.....................................14

ITEM 4. Submissions of Matters to a Vote of Security Holders................14

ITEM 5. Other Information...................................................14

ITEM 6. Exhibits and Reports on Form 8-K....................................14

SIGNATURES..................................................................15


                                        2
<PAGE>

                           NATIONAL DATACOMPUTER, INC.
                                 BALANCE SHEETS
--------------------------------------------------------------------------------
<TABLE><CAPTION>
                                                                                     March 31,      December 31,
                                                                                       2003            2002
                                                                                   ------------    ------------
Assets
Current Assets:
<S>                                                                                <C>             <C>
      Cash                                                                         $    241,328    $    176,492
      Accounts receivable, net of allowance for doubtful accounts                       133,504          64,901
      Inventories                                                                       703,322         773,841
      Other current assets                                                               21,628          23,925
                                                                                   ------------    ------------
         Total current assets                                                         1,099,782       1,039,159
Fixed assets, net                                                                       180,654         199,311
Capitalized software development costs, net                                             215,224         236,719

                                                                                   ------------    ------------
         Total Assets                                                              $  1,495,660    $  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                                                        340,150         423,933
      Accrued payroll and related taxes                                                 137,627          87,208
      Other accrued expenses                                                            144,334          80,744
      Deferred revenues                                                                 592,870         518,533
                                                                                   ------------    ------------
         Total current liabilities                                                    1,300,931       1,196,368
Obligations under capital lease, net of current portion                                  22,904          27,060
                                                                                   ------------    ------------
         Total Liabilities                                                            1,323,835       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 March 31, 2003 and December 31, 2002        1,180,857       1,180,857

      Capital in excess of par value                                                 13,055,948      12,989,198
      Accumulated deficit                                                           (17,603,701)    (17,457,015)
      Stock subscriptions receivable (net of allowance for doubtful
        accounts of $351,269 in 2003 and 2002)                                             --              --
                                                                                   ------------    ------------
         Total Stockholders' Equity                                                     171,825         251,761
                                                                                   ------------    ------------
         Total Liabilities and Stockholders' Equity                                $  1,495,660    $  1,475,189
                                                                                   ============    ============
</TABLE>

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

                                        3
<PAGE>

                           NATIONAL DATACOMPUTER, INC.
                            STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------
<TABLE><CAPTION>
                                                            Three Months Ended
                                                       ----------------------------
                                                         March 31,       March 31,
                                                           2003            2002
                                                       ------------    ------------
Revenues:
<S>                                                    <C>             <C>
    Product                                            $    435,787    $    768,945
    Services                                                407,971         415,666
                                                       ------------    ------------
       Total Revenues                                       843,758       1,184,611

Cost of revenues                                            451,975         679,202
                                                       ------------    ------------

       Gross Profit                                         391,783         505,409
                                                       ------------    ------------

Operating expenses:
    Research and development                                102,875         242,348
    Selling and marketing                                   133,608         148,707
    General and administrative                              233,628         279,876
                                                       ------------    ------------
                                                            470,111         670,931
                                                       ------------    ------------
Loss from operations                                        (78,328)       (165,522)

Other income (expense):
    Interest income                                             310            --
    Interest expense                                         (1,918)         (2,530)
                                                       ------------    ------------
Net loss                                               $    (79,936)   $   (168,052)
                                                       ============    ============



Calculation of net loss per common share and
  dilutive share equivalent:

Net loss                                               $    (79,936)   $   (168,052)
Preferred stock preferences                                 (66,750)        (66,750)
                                                       ------------    ------------
Net loss attributable to common stockholders           $   (146,686)   $   (234,802)
                                                       ============    ============
Basic and diluted net loss per share attributable to
    common stockholders                                $      (0.01)   $      (0.02)
                                                       ============    ============
Weighted average shares                                  14,760,733      11,115,397
                                                       ============    ============
</TABLE>

                   The accompanying notes are an integral part
                          of these financial statements

                                        4
<PAGE>

NATIONAL DATACOMPUTER, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
--------------------------------------------------------------------------------
<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
                                 ============   ============   ============   ============   ============   ============


                                  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            --    $        --
                                 ============   ============   ============   ============


                                                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
                                 ============   ============   ============   ============   ============
</TABLE>

                   The accompanying notes are an integral part
                          of these financial statements

                                        5
<PAGE>

                           NATIONAL DATACOMPUTER, INC.
                            STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
<TABLE><CAPTION>
                                                                    Three Months Ended
                                                               ---------------------------
                                                                 March 31,      March 31,
                                                                   2003           2002
                                                               ------------   ------------
Cash flows from operating activities:
<S>                                                            <C>           <C>
      Net loss                                                 $    (79,936) $    (168,052)
      Adjustments to reconcile net loss to net
          cash provided by operating activities:
          Depreciation and amortization                              40,976         37,796
          Changes in assets and liabilities:
              (Increase) decrease in accounts receivable            (68,603)       157,710
              Decrease in inventories                                70,519        132,618
              Decrease (increase) in other current assets             2,297        (29,603)
              (Decrease) increase in accounts payable               (83,783)        32,942
              Increase in accrued expenses                          114,009         36,324
              Increase (decrease) in deferred revenues               74,337       (142,478)
                                                               ------------   ------------
      Net cash provided by operating activities                      69,816         57,257
                                                               ------------   ------------

Cash flows from investing activities:
      Purchases of fixed assets                                        (824)        (8,578)
      Additions to capitalized software development costs              --         (11,532)
                                                               ------------   ------------
      Net cash used for investing activities                           (824)       (20,110)
                                                               ------------   ------------

Cash flows from financing activities:
      Principal payment on note payable                                --         (18,000)
      Principal payment on obligations
          under capital lease                                        (4,156)        (3,540)
                                                               ------------   ------------
      Net cash used for financing activities                         (4,156)       (21,540)
                                                               ------------   ------------

Net decrease in cash                                                 64,836         15,607
Cash, beginning of year                                             176,492        568,644
                                                               ------------   ------------

Cash, end of year                                              $    241,328   $    584,251
                                                               ============   ============
</TABLE>

                   The accompanying notes are an integral part
                         of these 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 accompanying financial statements have been prepared assuming the
     Company will continue as a going concern, which contemplates continuity of
     operations, realization of assets and the satisfaction of liabilities and
     commitments in the normal course of business. The Company has incurred an
     accumulated deficit of approximately $17.6 million through March 31, 2003.
     During the first three months of 2003, the Company has provided
     approximately $70,000 of cash to operations while recording a net loss of
     approximately $80,000. As of March 31, 2003, the Company had approximately
     $241,000 in cash and a negative working capital of approximately $201,000.
     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.

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 three months ended March 31, 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 March 31, 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>

     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 loss per
     share would have been changed to the pro forma amounts indicated below:


                                         Three months ended   Three months ended
                                           March 31, 2003       March 31, 2002
                                         ------------------   ------------------

     Net loss:
          As reported                        $(79,936)            $(168,052)
          Pro forma                          $(80,343)            $(169,678)

     Basic and diluted net loss per share
     attributable to common stockholders:
          As reported                         $(0.01)               $(0.02)
          Pro forma                           $(0.01)               $(0.02)


                                       10
<PAGE>

3. INVENTORIES

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

     Raw material                              $   546,399    $   529,790
     Work-in-process                                94,503        155,200
     Finished goods                                 62,420         88,851
                                               -----------    -----------
          Total                                $   703,322    $   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 MARCH 31, 2003 COMPARED TO THREE MONTHS ENDED MARCH 31,
     2002.

          For the first quarter ended March 31, 2003, we reported a net loss of
     $79,936, or $.01 per basic share, compared to an operating loss of
     $168,052, or $.02 per basic share for the first quarter ended March 31,
     2002

          Revenues of $843,758 for the first quarter of 2003 decreased 29% from
     revenues of $1,184,611 for the comparable prior year period. The decrease
     is due to a large sale of our new inventory service product, the DC5 in the
     first quarter of 2002, which was not duplicated in the current year's
     quarter. This was partially offset by the sale of refurbished DC2.5's with
     SKU software. It is expected that the DC5, which replaced the DC2.5, will
     have SKU software available by the end of the second quarter.

          Cost of revenues, as a percentage of net revenues, was 54% in first
     quarter of 2003 compared to 57% in the comparable prior year period. The
     decrease in cost was due to an overall shift in product mix to higher
     margin products.

          Research and development expenses decreased 58% to $102,875 for the
     first quarter of 2003 from $242,348 in the comparable prior year period.
     The decrease is due to diminished spending on internally developed product
     software where economic and technological feasibility has been established.

          Selling and marketing expenses decreased 10% to $133,608 for the first
     quarter of 2003 from $148,707 in the comparable prior year period. The
     decrease is a result of lower travel and trade-show expenses in the first
     quarter of 2003.

          General and administrative expenses decreased 17% to $233,628 for the
     first quarter of 2003 from $279,876 in the comparable prior year period.
     The decrease is attributable to lower professional fees in the first
     quarter of 2003.

          LIQUIDITY AND CAPITAL RESOURCES

          The accompanying financial statements have been prepared assuming the
     Company will continue as a going concern, which contemplates continuity of
     operations, realization of assets and the satisfaction of liabilities and
     commitments in the normal course of business. The Company has incurred an
     accumulated deficit of approximately $17.6 million through March 31, 2003.
     During the first three months of 2003, the Company has provided
     approximately $70,000 of cash to operations while recording a net loss of
     approximately $80,000. As of March 31, 2003, the Company had approximately
     $241,000 in cash and a negative working capital of approximately $201,000.
     In the event the Company's operations are not profitable or

                                       12
<PAGE>

     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.

          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 provided by operating activities, during the three months ended
     March 31, 2003, was $69,816. This was a result of the loss we experienced
     in the first three months of 2003, offset by a decrease in inventory and an
     increase in accrued expenses and deferred revenues during the period.

    ITEM 3.

    CONTROLS AND PROCEDURES


          (a) Evaluation of Disclosure Controls and Procedures.

          Within 90 days prior to the filing date of this report, the Company
     carried out an evaluation, under the supervision and with the participation
     of the Company's Chief Executive Officer and Chief Financial Officer, of
     the effectiveness of the design and operation of its disclosure controls
     and procedures pursuant to the Securities Exchange Act Rule 13a-14(c).
     "Disclosure controls and procedures" are controls and procedures that are
     designed to ensure that information required to be disclosed by the Company
     in reports filed or submitted under the Exchange Act is recorded,
     processed, summarized and reported within the time period specified in the
     Securities and Exchange Commission's rules and forms. Based upon that
     evaluation, the Company's Chief Executive Officer and the Chief Financial
     Officer concluded that the Company's disclosure controls and procedures are
     adequate and effective for these purposes as of the date of the evaluation.

          (b) Changes in Internal Controls.

          There have been no significant changes in the Company's internal
     controls or in other factors that could significantly affect these controls
     subsequent to the date of their evaluation, including any corrective act
     with regard to significant deficiencies and material weaknesses.

                                       13
<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

         99.1 Certification of Executive Officers

     (b) Reports on Form 8-K

          (1)  A current report on Form 8-K was filed with the Securities and
               Exchange Commission on March 31, 2003 to report, pursuant to Item
               4, that on March 31, 2003, the Company named BDO Seidman, LLP as
               the Company's new independent public accountants.

          (2)  A current report on Form 8-K was filed with the Securities and
               Exchange Commission on January 15, 2003 to report, pursuant to
               Item 4, that on January 10, 2003, the Company dismissed
               PricewaterhouseCoopers, LLP as the Company's independent public
               accountants.


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

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


                                       15
<PAGE>

CERTIFICATIONS

I, John Ward, Chief Executive Officer of National Datacomputer, Inc., certify
that:

1.   I have reviewed this quarterly report on Form 10-QSB of National
     Datacomputer;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a.   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant is made known to us by
          others within those entities, particularly during the period in which
          this quarterly report is being prepared;

     b.   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c.   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     a.   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b.   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


     Date: May 14, 2003

      /s/ John P. Ward
     ----------------------------
     John P. Ward
     Chairman of the Board,
     President and CEO

                                       16
<PAGE>

I, Gerald S. Eilberg, Chief Financial Officer of National Datacomputer Inc.,
certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of National
     Datacomputer;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a.   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant is made known to us by
          others within those entities, particularly during the period in which
          this quarterly report is being prepared;

     b.   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c.   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     a.   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b.   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


     Date: May 14, 2003

      /s/ Gerald S. Eilberg
     ----------------------------
     Gerald S. Eilberg
     CFO

                                       17