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

                                  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, 2005

                                       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
 INCORPORATION OR ORGANIZATION)                           IDENTIFICATION #)


                   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, 2005 was 22,134,181.

================================================================================
<PAGE>
                           NATIONAL DATACOMPUTER, INC.
                                      INDEX



                          PART I. FINANCIAL INFORMATION
                                                                        Page No.
ITEM 1. UNAUDITED FINANCIAL STATEMENTS:                                 --------

        Unaudited Balance Sheets as of March 31, 2005 and
        December 31, 2004.................................................  3

        Unaudited Statements of Operations for the three
        months ended March 31, 2005 and 2004..............................  4

        Unaudited Statement of Stockholders' Equity for
        the three months ended March 31, 2005.............................  5

        Unaudited Statements of Cash Flows for the three
        months ended March 31, 2005 and 2004..............................  6

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


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION......... 12


ITEM 3. CONTROLS AND PROCEDURES........................................... 15




                           PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings................................................. 16


ITEM 2. Changes in Securities and Small Business Issuer Purchases of
        Securities........................................................ 16


ITEM 3. Defaults upon Senior Securities................................... 16


ITEM 4. Submissions of Matters to a Vote of Security Holders.............. 16


ITEM 5. Other Information................................................. 16


ITEM 6. Exhibits.......................................................... 16



SIGNATURES................................................................ 17

EXHIBIT INDEX............................................................. 18




                                        2
<PAGE>
NATIONAL DATACOMPUTER, INC.
BALANCE SHEETS
(UNAUDITED)
================================================================================
<TABLE><CAPTION>
                                                                   MARCH 31,     DECEMBER 31,
                                                                     2005            2004
                                                                 ------------    ------------
<S>                                                              <C>             <C>
ASSETS
------
Current Assets:
     Cash                                                        $    125,275    $    266,463
     Accounts receivable, net of allowance for doubtful
       accounts of $1,296 in 2005 and 2004                            320,179         280,707
     Inventories                                                      148,603         194,397
     Other current assets                                              21,941          11,820
                                                                 ------------    ------------
          Total current assets                                        615,998         753,387
Fixed assets, net                                                     106,069         116,481
Capitalized software development costs, net                            70,651          86,920
                                                                 ------------    ------------
          Total Assets                                           $    792,718    $    956,788
                                                                 ============    ============


LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current Liabilities:
     Current obligations under capital lease                     $      5,938    $      6,604
     Note payable, current portion                                     54,000          54,000
     Accounts payable                                                 239,188         223,367
     Accrued payroll and related taxes                                 99,152          95,300
     Other accrued expenses                                           100,525          92,478
     Deferred revenues                                                296,724         373,866
                                                                 ------------    ------------
          Total current liabilities                                   795,527         845,615
Obligations under capital lease, net of current portion                11,360          16,964
                                                                 ------------    ------------
          Total Liabilities                                           806,887         862,579
                                                                 ------------    ------------

Commitments

Stockholders' Equity (Deficit):
     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; 22,134,181 shares issued and outstanding
        at March 31, 2005 and December 31, 2004                     1,770,733       1,770,733

     Capital in excess of par value                                13,000,072      12,933,322
     Accumulated deficit                                          (18,323,695)    (18,148,567)
     Stock subscriptions receivable (net of allowance for
        doubtful accounts of $351,269)                                     --              --
                                                                 ------------    ------------
          Total Stockholders' Equity (Deficit)                        (14,169)         94,209
                                                                 ------------    ------------
          Total Liabilities and Stockholders' Equity             $    792,718    $    956,788
                                                                 ============    ============
</TABLE>


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

                                        3
<PAGE>
NATIONAL DATACOMPUTER, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
================================================================================
<TABLE><CAPTION>
                                                          THREE MONTHS ENDED
                                                     ----------------------------
                                                       MARCH 31,       MARCH 31,
                                                         2005            2004
                                                     ------------    ------------
<S>                                                  <C>             <C>
Revenues:
     Product                                         $    507,588    $    662,015
     Services                                             295,289         354,263
                                                     ------------    ------------
          Total Revenues                                  802,877       1,016,278

Cost of revenues                                          401,666         517,398
                                                     ------------    ------------

          Gross Profit                                    401,211         498,880
                                                     ------------    ------------

Operating expenses:
     Research and development                              94,461          90,924
     Selling and marketing                                139,342          90,174
     General and administrative                           275,797         281,090
                                                     ------------    ------------
                                                          509,600         462,188
                                                     ------------    ------------
(Loss) income  from operations                           (108,389)         36,692

Other income (expense):
     Interest income                                        1,004              --
     Other income                                              60
     Interest expense                                      (1,053)         (1,195)
                                                     ------------    ------------
Net (loss) income                                    $   (108,378)   $     35,497
                                                     ============    ============

Calculation of net (loss) income per common share:

Net (loss) income                                    $   (108,378)   $     35,497
Preferred stock preferences                               (66,750)        (66,750)
                                                     ------------    ------------
Net loss attributable to common stockholders         $   (175,128)   $    (31,253)
                                                     ============    ============
Basic and diluted net loss per share attributable
  to common stockholders                             $      (0.01)   $      (0.00)
                                                     ============    ============
Weighted average shares                                22,134,181      21,306,463
                                                     ============    ============
</TABLE>


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

                                        4
<PAGE>
NATIONAL DATACOMPUTER, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
(UNAUDITED)
================================================================================
<TABLE><CAPTION>

                               PREFERRED STOCK SERIES B      PREFERRED STOCK SERIES C     PREFERRED STOCK SERIES D
                             ---------------------------   ---------------------------   ---------------------------

                                            NET ISSUANCE                  NET ISSUANCE                  NET ISSUANCE
                                SHARES          PRICE         SHARES          PRICE         SHARES          PRICE
                             ------------   ------------   ------------   ------------   ------------   ------------
<S>                          <C>            <C>            <C>            <C>            <C>            <C>
Balance at December 31, 2004        2,400   $  2,105,832            900   $    834,370            350   $    324,639

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

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

Balance at March 31, 2005           2,400   $  2,105,832            900   $    834,370            350   $    324,639
                             ============   ============   ============   ============   ============   ============







                              PREFERRED STOCK SERIES E                   COMMON STOCK
                             ---------------------------   ------------------------------------------
                                                                                          CAPITAL IN                       TOTAL
                                            NET ISSUANCE                      PAR          EXCESS OF    ACCUMULATED    STOCKHOLDERS'
                                SHARES          PRICE         SHARES          VALUE        PAR VALUE      DEFICIT         EQUITY
                             ------------   ------------   ------------   ------------   ------------   ------------   ------------
Balance at December 31, 2004          500   $    273,880     22,134,181   $  1,770,733   $ 12,933,322   $(18,148,567)  $     94,209

Net loss                               --             --             --             --             --       (108,378)  $   (108,378)

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

Balance at March 31, 2005             500   $    273,880     22,134,181   $  1,770,733   $ 13,000,072   $(18,323,695)  $    (14,169)
                             ============   ============   ============   ============   ============   ============   ============
</TABLE>


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

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

                                                               THREE MONTHS ENDED
                                                          ----------------------------
                                                            MARCH 31,       MARCH 31,
                                                              2005            2004
                                                          ------------    ------------
<S>                                                       <C>             <C>
Cash flows from operating activities:
   Net (loss) income                                      $   (108,378)   $     35,497
   Adjustments to reconcile net (loss) income to net
   cash used for operating activities:
       Depreciation and amortization                            32,288          50,678
       Changes in assets and liabilities:
           Increase in accounts receivable                     (39,472)       (111,137)
           Decrease (increase) in inventories                   45,794          (3,630)
           Increase in other current assets                    (10,121)         (8,431)
           Increase in accounts payable                         15,423          79,057
           Increase (decrease) in accrued expenses              12,297         (17,438)
           Decrease in deferred revenues                       (77,142)        (34,869)
                                                          ------------    ------------
   Net cash used for operating activities                     (129,311)        (10,273)
                                                          ------------    ------------

Cash flows from investing activities:
   Purchases of fixed assets                                    (5,607)         (5,989)
                                                          ------------    ------------
   Net cash used for investing activities                       (5,607)         (5,989)
                                                          ------------    ------------

Cash flows from financing activities:
   Principal payment on obligations under capital lease         (6,270)         (4,878)
                                                          ------------    ------------
   Net cash used for financing activities                       (6,270)         (4,878)
                                                          ------------    ------------

Net decrease in cash                                          (141,188)        (21,140)
Cash, beginning of period                                      266,463         690,826
                                                          ------------    ------------
Cash, end of period                                       $    125,275    $    669,686
                                                          ============    ============

Supplemental Disclosure of Cash Flow Information:

   Cash paid for interest                                 $      1,053    $      1,195
   Income taxes paid                                      $         --    $      9,000

Non-cash investing and financing activities:
   Decrease in cost of capitalized software due to
     decrease in accounts payable                         $         --    $      4,650
   Accrued interest on preferred stock charged to
     accumulated deficit                                  $     66,750    $     66,750
</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, sells and services computerized systems used to automate the
     collection, processing and communication of information related to product
     sales, distribution and inventory control. The Company's products and
     services include data communications networks, application-specific
     software, hand-held computers and related peripherals, as well as
     associated training and support services.

     LIQUIDITY AND CAPITAL RESOURCES

          The Company has incurred an accumulated deficit of approximately $18.3
     million through March 31, 2005. As a result of this accumulated deficit,
     the report of its independent public accountants relating to the financials
     for 2004 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, 2005, the Company had approximately $0.1 million in
     cash. 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, 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
     contained in the Annual Report on Form 10-KSB

                                        7
<PAGE>
     for the year ended December 31, 2004 of National Datacomputer, Inc., as
     filed with the Securities and Exchange Commission.

          The balance sheet as of December 31, 2004 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 management, 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 month period ended March 31, 2005 are
     not necessarily indicative of the results to be expected for any other
     period 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, 2005 and December
     31, 2004 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.

          Accounts receivable from one customer accounted for approximately 52%
     of total accounts receivable at March 31, 2005.

     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

                                        9
<PAGE>
     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. Amortization begins when the product is available for general
     release to the customer.

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

          Basic net (loss) income per share is computed by dividing net (loss)
     income, 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 (loss) income to determine the amount of net (loss)
     income attributable to common stockholders.

     STOCK-BASED  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) amends 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,
                                                      2005         2004
                                                   ----------   ---------
     Net (loss) income:
          As reported                              $ (108,378)  $  35,497
          Pro forma                                $ (108,378)  $  35,090

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


     NEW ACCOUNTING PRONOUNCEMENT
     ----------------------------

          In December 2004, the Financial Accounting Standards Board issued
     Statement of Financial Accounting Standards No. 123R, "Share-Based Payment"
     (SFAS No.123R). This Statement is a revision of SFAS No.123, "Accounting
     for Stock-Based Compensation," and supersedes Accounting Principles Board
     Opinion No. 25, "Accounting for Stock Issued to Employees," and its related
     implementation guidance. SFAS No. 123R focuses primarily on accounting for
     transactions in which a company obtains employee services in share-based
     payment transactions.

          SFAS No. 123R is effective for the Company on January 1, 2006. The
     Company is evaluating the methods of adoption allowed by SFAS No. 123R and
     does not yet have an estimate of the effect on its statements of operations
     of adopting SFAS No. 123R


3.   INVENTORIES

     Inventories consist of the following:          MARCH 31,  DECEMBER 31,
                                                      2005         2004
                                                   ----------   ---------
     Raw material                                  $   98,055   $ 148,793
     Work-in-process                                   34,684      12,438
     Finished goods                                    15,864      33,166
                                                   ----------   ---------
                           Total                   $  148,603   $ 194,397
                                                   ==========   =========

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

                                       11
<PAGE>
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

OVERVIEW

     Our mission is to provide solutions through the use of mobile information
systems in the distribution and inventory control areas of the product supply
chain. We design, manufacture, sell, and service computerized systems used to
automate the collection, processing, and communication of information related to
product sales and inventory control. Our products and services include data
communication, application-specific software, hand-held computers, related
peripherals, and accessories. We were organized as a Delaware corporation in
1986 and began active operations in 1987 following our merger with an
established computer systems engineering business. Since that time we have
delivered hardware and software solutions to the distribution and inventory
audit markets we have targeted.

     Our hand-held Datacomputer computers include a microprocessor, keyboard,
LCD displays, and full alphabetic and numeric character sets. Our Datacomputers
are designed to be highly reliable, tolerant to human error, and easy to use.
They are shock resistant, and operate over a wide temperature range. Our current
generation Datacomputer, the DC5, was launched in the beginning of 2001 into the
Inventory Audit Specialist marketplace. The DC5 is designed as a rugged,
Microsoft Windows CE based mobile Datacomputer with optional radio frequency
(RF) connectivity to provide fast, real-time, wireless transmission of collected
data to a host computer, a process that can greatly reduce the cost of inventory
data collection and management.

     Our Datacomputer model DC4 can be equipped with our RouteRIDER(R) software,
which is designed to be a powerful but easy-to-use route accounting system that
can be customized for customers based on the way they run their businesses.
RouteRIDER(R) equipped Datacomputers allow sales people to communicate orders
electronically as often as they want throughout the day, by modem. On June 1,
2004, we announced the signing of a distribution agreement with Micronet LTD,
giving us exclusive rights to market, sell and support a new mobile accounting
software product throughout the United States, Canada and Mexico, subject to our
meeting annual sales quotas as defined. The agreement enables us to target major
food and beverage distributors, as well as distributors in other markets, by
providing them with an efficient solution which reduces costs, increases sales,
tracks operations more accurately, and enhances customer service. The new
software, named RouteRider(R) LE, enables seamless integration of any host
environment to mobile computers running on any wireless hand-held device that
supports Microsoft's Pocket PC or Windows CE, while incorporating cell phone and
Internet communications.

                                       12
<PAGE>
RESULTS OF OPERATIONS

     THREE MONTHS ENDED MARCH 31, 2005 COMPARED TO THREE MONTHS ENDED MARCH 31,
2004.

     For the three months ended March 31, 2005 (the "2005 Period"), we reported
a net loss of $108,378 compared to a net income of $35,497, for the three months
ended March 31, 2004 (the "2004 Period").

     Total revenues for the 2005 Period decreased 21% to $802,877 from
$1,016,278 for the 2004 Period.

     Net product revenues for the 2005 Period were $507,588, a decrease of 23%
from $662,015 for the 2004 Period. The decrease in net product revenues of
$154,427 is primarily due to decreased shipments of our inventory service
products, mainly the DC5, which experienced reduced demands from one of our
major customers. Net service revenues for the 2005 Period were $295,289, a 17%
decrease as compared to $354,263 for the 2004 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 2005 Period was $401,211 or 50% of revenues as
compared to $498,880 or 49% of revenues for the 2004 Period. The slight
improvement in gross profit, despite the overall decrease in sales, reflects our
continuous effort to cut costs.

     Research and development expenses for the 2005 Period increased 4% to
$94,461 from $90,924 for the 2004 Period.

     Selling and marketing expenses for the 2005 Period increased 55% to
$139,342 from $90,174 for the 2004 Period. The increase is primarily due to
increased marketing expenses along with increased sales personnel and travel
related to the launching of RouteRider LE, our new mobile route accounting
solution.

     General and administrative expenses for the 2005 Period decreased 2% to
$275,797 from $281,090 for the 2004 Period. The decrease is the result of lower
costs for legal and professional services.


     LIQUIDITY AND CAPITAL RESOURCES

     We used cash of $129,311 and $10,273 from operations for the three months
ended March 31, 2005 and 2004, respectively. For the three months ended March
31, 2005, our principal operating cash requirements were to fund our loss from
operations, along with a decrease in deferred revenues, an increase in trade
receivables and current assets, partially offset by a decrease in inventory,
non-cash charges for depreciation and amortization and increase in accounts
payable and accrued expenses. For the three months ended March 31,


                                       13
<PAGE>
2004, our principal operating cash requirements were to fund our increase in
trade receivables and current assets, a decrease in deferred revenues and
accrued expenses, offset by an increase in accounts payable, along with non-cash
charges for depreciation and amortization, and net income from operations.

     We used cash of $5,607 and $5,989 for investing activities for the three
months ended March 31, 2005 and 2004, respectively. In each three-month period,
the cash was used for the purchase of capital equipment. As of March 31, 2005,
we had no material commitments for capital expenditures.

     We used cash of $6,270 and $4,878 for financing activities for the three
months ended March 31, 2005 and 2004, respectively. In each three-month period,
the cash was used to make payments on obligations under capital leases.

     We incurred an accumulated deficit of approximately $18.3 million through
March 31, 2005. As a result of this accumulated deficit, the report of our
independent registered public accounting firm relating to the financials for
2003 and 2004 contains an explanatory paragraph regarding substantial doubt
about our ability to continue as a going concern. Our plans to address the
situation are presented below. However, there are no assurances that these plans
will be successful or sufficient.

     In the event our operations are not profitable or do not generate
sufficient cash to fund the business, or if we fail to obtain additional
financing, management will have to substantially reduce our level of operations.
These circumstances raise substantial doubt about our 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 our cash position, we have taken a number of steps to
control our 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 us to implement further cost saving action or attempt to
obtain additional financing.

     We maintain adequate levels of inventory and have not experienced any
interruption of supplies or services from vendors.

SECURITIES LITIGATION REFORM ACT

     The foregoing discussion and analysis should be read in conjunction with
the unaudited financial statements and notes thereto appearing elsewhere herein
and our Annual Report on Form 10-KSB filed with the Securities and Exchange
Commission for the year ended December 31, 2004.

     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. We generally use words such as "believe,"
"may," "could," "will," "intend,"

                                       14
<PAGE>
"expect," "anticipate," "plan," and similar expressions to identify
forward-looking statements. You should not place undue reliance on these
forward-looking statements. Our actual results could differ materially from
those anticipated in the forward-looking statements for many reasons, including
the risks described above and elsewhere in this report.

     Although we believe 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 we cannot assure you that our future results,
levels of activity, performance or achievements will meet these expectations.
Moreover, neither we nor any other person assumes responsibility for the
accuracy and completeness of the forward-looking statements. We do 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 our expectations,
except as required by law



ITEM 3.   CONTROLS AND PROCEDURES

     (a)  Evaluation of Disclosure Controls and Procedures.

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

                                       15
<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

          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

     (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.


                                       16
<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 16, 2005                               /s/ John P. Ward
                                           ----------------
                                           John P. Ward
                                           Chairman of the Board,
                                           President and Chief
                                           Executive Officer (principal
                                           executive officer)




May 16, 2005                               /s/ Gerald S. Eilberg
                                           ---------------------
                                           Gerald S. Eilberg
                                           Chief Financial Officer
                                           (principal financial and
                                           accounting officer)








                                       17
<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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