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

                                  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: September 30, 2003

                                       OR

   [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
            SECURITIES EXCHANGE ACT OF 1934

              For the transition period from _________ to _________

                         Commission File Number 0-15885

                           NATIONAL DATACOMPUTER, INC.
        (Exact name of small business issuer as specified in its charter)


            Delaware                                       04-2942832
  (State or other jurisdiction                   (IRS Employer Identification #)
of incorporation or organization)

                   900 Middlesex Turnpike, Billerica, MA 01821
               (Address of principal executive offices) (Zip Code)

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

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

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

                                 Yes [X] No [ ]

The number of shares of the Registrant's common stock, par value $0.08,
outstanding as of November 7, 2003 was 14,760,733.
================================================================================
<PAGE>

                           NATIONAL DATACOMPUTER, INC.
                                      INDEX
                          PART I. FINANCIAL INFORMATION

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

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

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

        Unaudited Statement of Stockholders' Equity for the nine
           months ended September 30, 2003..................................5

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

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


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

Item 3. CONTROLS AND PROCEDURES............................................14

                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings..................................................16

Item 2. Changes in 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 and Reports on Form 8-K...................................16

Signatures.................................................................17

                                        2
<PAGE>
<TABLE><CAPTION>
NATIONAL DATACOMPUTER, INC.
BALANCE SHEETS (Unaudited)
-------------------------------------------------------------------------------------------------------------------------

                                                                                             September 30,   December 31,
                                                                                                 2003            2002
                                                                                             ------------    ------------
Assets
Current Assets:
<S>                                                                                          <C>             <C>
      Cash                                                                                   $    318,553    $    176,492
      Accounts receivable, net of allowance for doubtful accounts                                 243,913          64,901
      Inventories                                                                                 593,710         773,841
      Other current assets                                                                         19,251          23,925
                                                                                             ------------    ------------
         Total current assets                                                                   1,175,427       1,039,159
Fixed assets, net                                                                                 151,075         199,311
Capitalized software development costs, net                                                       166,471         236,719
                                                                                             ------------    ------------
         Total Assets                                                                        $  1,492,973    $  1,475,189
                                                                                             ============    ============

Liabilities and stockholders' equity
Current Liabilities:
      Current obligations under capital lease                                                $     19,726    $     19,950
      Note payable                                                                                 66,000          66,000
      Accounts payable                                                                            304,346         423,933
      Accrued payroll and related taxes                                                            93,705          87,208
      Other accrued expenses                                                                      100,806          80,744
      Deferred revenues                                                                           443,436         518,533
                                                                                             ------------    ------------
         Total current liabilities                                                              1,028,019       1,196,368
Obligations under capital lease, net of current portion                                            14,321          27,060
                                                                                             ------------    ------------
         Total Liabilities                                                                      1,042,340       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 September 30, 2003 and December 31, 2002              1,180,857       1,180,857

      Capital in excess of par value                                                           13,189,448      12,989,198
      Accumulated deficit                                                                     (17,458,393)    (17,457,015)
      Stock subscriptions receivable (net of allowance for doubtful accounts of $351,269)             --              --
                                                                                             ------------    ------------
         Total Stockholders' Equity                                                               450,633         251,761
                                                                                             ------------    ------------
         Total Liabilities and Stockholders' Equity                                          $  1,492,973    $  1,475,189
                                                                                             ============    ============
</TABLE>

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

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

                                                          Third Quarter                         Nine Months
                                                               Ended                               Ended
                                                  ------------------------------      ------------------------------
                                                  September 30,     September 30,     September 30,     September 30,
                                                      2003              2002              2003              2002
                                                  ------------      ------------      ------------      ------------
Revenues
<S>                                               <C>               <C>               <C>               <C>
     Product revenue                              $    939,598      $    469,328      $  2,108,555      $  1,841,551
     Service and other revenue                         377,380           443,822         1,160,360         1,290,628
                                                  ------------      ------------      ------------      ------------

                                                     1,316,978           913,150         3,268,915         3,132,179

Cost of sales and services                             741,849           512,244         1,737,916         1,782,229
                                                  ------------      ------------      ------------      ------------

        Gross Profit                                   575,129           400,906         1,530,999         1,349,950
                                                  ------------      ------------      ------------      ------------

Operating expenses:
     Research and development                          117,818           151,150           357,120           581,937
     Selling and marketing                              84,335           176,116           300,247           507,573
     General and administrative                        230,489           282,516           690,293           897,787
                                                  ------------      ------------      ------------      ------------

                                                       432,642           609,782         1,347,660         1,987,297
                                                  ------------      ------------      ------------      ------------

Income (loss) from operations                          142,487          (208,876)          183,339          (637,347)

Other income (expense):
     Other income                                         --                --              20,789              --
     Interest expense                                   (1,571)           (2,345)           (5,256)           (7,153)
                                                  ------------      ------------      ------------      ------------

Net income (loss)                                 $    140,916      $   (211,221)     $    198,872      $   (644,500)
                                                  ============      ============      ============      ============



Calculation of net income (loss) per common
  share and dilutive share equivalents:

Net income (loss)                                 $    140,916      $   (211,221)     $    198,872      $   (644,500)
Interest on preferred stock                            (66,750)          (66,750)         (200,250)         (200,250)
                                                  ------------      ------------      ------------      ------------

Net income (loss) attributable to
     common shareholders                          $     74,166      $   (277,971)     $     (1,378)     $   (844,750)
                                                  ============      ============      ============      ============

Basic and diluted net income (loss) per share     $       0.01      $      (0.02)     $      (0.00)     $      (0.07)
                                                  ============      ============      ============      ============

Weighted average shares                             14,760,733        12,852,355        14,760,733        12,052,879
                                                  ============      ============      ============      ============
</TABLE>


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

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

                                     Preferred Stock       Preferred Stock       Preferred Stock       Preferred Stock
                                         Series B              Series C              Series D              Series E
                                  --------------------  --------------------  --------------------  --------------------
                                          Net issuance          Net issuance          Net issuance          Net issuance
                                  Shares     price      Shares      price     Shares      price     Shares      price
                                  ------     -----      ------      -----     ------      -----     ------      -----

<S>                               <C>      <C>            <C>      <C>          <C>      <C>          <C>      <C>
Balance at December 31, 2002       2,400    $2,105,832     900      $834,370     350      $324,639     500      $273,880

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     500      $273,880

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

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

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

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

Balance at June 30, 2003           2,400    $2,105,832     900      $834,370     350      $324,639     500      $273,880

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

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

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

Balance at September 30, 2003      2,400    $2,105,832     900      $834,370     350      $324,639     500      $273,880
                                  ======  ============  ======  ============  ======  ============  ======  ============


--------------------------------------------------------------------------------------------------------------------------
                                     Preferred Stock
                                         Series F                    Common Stock
                                  --------------------  --------------------------------------
                                                                                   Capital in                     Total
                                          Net issuance                   Par         excess      Accumulated  stockholders'
                                  Shares      price       Shares        value     of par value     deficit       equity
                                  ------      -----     -----------     -----     ------------     -------       ------

Balance at December 31, 2002         --            --    14,760,733   $1,180,857   $12,989,198  ($17,457,015)     $251,761

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

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

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

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

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

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

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

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

Balance at June 30, 2003             --       $    --    14,760,733   $1,180,857   $13,122,698  ($17,532,559)     $309,717

Net income                           --            --           --           --            --        140,916      $140,916

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

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

Balance at September 30, 2003        --       $    --    14,760,733   $1,180,857   $13,189,448  ($17,458,393)     $450,633
                                  ======  ============  ===========  ===========  ============  ============  ============
</TABLE>

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

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

                                                                            Nine Months Ended
                                                                      ------------------------------
                                                                      September 30,     September 30,
                                                                          2003              2002
                                                                      ------------      ------------
<S>                                                                  <C>               <C>
Cash flows from operating activities:
       Net income (loss)                                              $    198,872      $   (644,500)
       Adjustments to reconcile net income (loss) to
            net cash provided by (used for) operating activities:
            Depreciation and amortization                                  126,938           128,889
            Changes in assets and liabilities:
                 (Increase) decrease in accounts receivable               (179,012)          265,004
                 Decrease in inventories                                   182,077           190,957
                 Decrease (increase) in other current assets                 4,674           (30,980)
                 (Decrease) increase in accounts payable                  (119,587)           33,549
                 Increase (decrease) in accrued expenses                    26,559            (4,474)
                 (Decrease) increase in deferred revenues                  (75,097)         (244,906)
                                                                      ------------      -------------
       Net cash provided by (used for) operating activities                165,424          (306,461)
                                                                      ------------      -------------

Cash flows from investing activities:
       Purchases of fixed assets                                           (10,400)          (30,377)
       Additions to capitalized software development costs                     --            (78,972)
                                                                      ------------      -------------
       Net cash used for investing activities                              (10,400)         (109,349)
                                                                      ------------      -------------

Cash flows from financing activities:
       Principal payment on note payable                                       --            (54,000)
       Principal payment on obligations
            under capital lease                                            (12,963)          (11,063)
                                                                      ------------      ------------
       Net cash used for financing activities                              (12,963)          (65,063)
                                                                      ------------      ------------

Net increase (decrease) in cash                                            142,061          (480,873)
Cash, beginning of year                                                    176,492           568,644
                                                                      ------------      ------------

Cash, end of period                                                   $    318,553      $     87,771
                                                                      ============      ============
</TABLE>


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

                                        6
<PAGE>

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

1. Organization

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

   Liquidity and Capital Resources

        The Company has incurred an accumulated deficit of approximately $17.5
   million through September 30, 2003. As a result of this accumulated deficit,
   the report of its independent public accountant relating to the financials
   for 2002 contains an explanatory paragraph regarding substantial doubt about
   the Company's ability to continue as a going concern. The Company's plans to
   address the situation are presented below. However, there are no assurances
   that these plans will be successful or sufficient.

        In the event the Company's operations are not profitable or do not
   generate sufficient cash to fund the business, or if the Company fails to
   obtain additional financing, if required, management will have to
   substantially reduce its level of operations. These circumstances raise
   substantial doubt about the Company's ability to continue as a going concern.
   These interim financial statements do not include any adjustments that might
   result from the outcome of this uncertainty.

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 nine months ended September 30, 2003 are not necessarily
   indicative of the results to be expected for the full year.

   Revenue Recognition
   -------------------

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

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

   Warranty and Return Policy
   --------------------------

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

   Financial Instruments
   ---------------------

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

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

   Accounts Receivable
   -------------------

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

                                        8
<PAGE>

   Inventories
   -----------

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

   Shipping and Handling Costs
   ---------------------------

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

   Fixed Assets
   ------------

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

   Long-Lived Assets
   -----------------

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

   Capitalized Software Development Costs
   --------------------------------------

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

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

                                        9
<PAGE>

   Income (loss) Per Share
   -----------------------

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

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

   Stock Compensation
   ------------------

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

<TABLE><CAPTION>
                                                   Three months ended                Nine months ended

                                               September 30,  September 30,      September 30,  September 30,
                                                   2003           2002               2003           2002

       Net income (loss):
<S>                                              <C>           <C>                 <C>           <C>
            As reported                          $140,916      $(211,221)          $198,872      $(644,500)
            Pro forma                            $140,509      $(212,846)          $197,651      $(649,377)

       Basic and diluted net income (loss)
        per share attributable to common
        stockholders:
            As reported                            $0.01         $(0.02)             $0.00         $(0.07)
            Pro forma                              $0.01         $(0.02)             $0.00         $(0.07)
</TABLE>




                                       10
<PAGE>

3. Inventories

   Inventories consist of the following:     September 30,   December 31,
                                                 2003           2002
                                             ------------   ------------

   Raw material                              $    345,208   $    529,790
   Work-in-process                                217,890        155,200
   Finished goods                                  30,612         88,851
                                             ------------   ------------

                                   Total     $    593,710   $    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 SEPTEMBER 30, 2003 COMPARED TO THREE MONTHS ENDED
   SEPTEMBER 30, 2002.

        For the third quarter ended September 30, 2003 (the "2003 Period"), we
   reported net income of $140,916, or $.01 per basic share, compared to an
   operating loss of $211,221, or ($.02) per basic share for the third quarter
   ended September 30, 2002 (the "2002 Period").

        Total revenues increased 44% to $1,316,978 for the 2003 Period from
   $913,150 for the 2002 Period.

        Product revenues for the 2003 Period were $939,598, a 100% increase as
   compared to $469,328 for the 2002 Period. This increase was due to increased
   sales of our inventory service products. Service revenues for the 2003 Period
   were $377,380, a 15% decrease as compared to $443,822 for the 2002 Period.
   This decrease was a result of fewer maintenance contracts for our route
   service products.

        Gross Profit for the 2003 Period was $575,129 or 44% of revenues as
   compared to $400,906 or 44% of revenues for the 2002 Period. The Company was
   able to maintain a comparable gross margin despite an increase in inventory
   reserve of approximately $117,000. This increase in the inventory reserve was
   primarily attributable to the reduction of our estimates of net realizable
   value of certain older, discontinued products which will be moving at a
   slower pace during our transition to the faster and more efficient new
   generation of wireless, Microsoft(TM) Windows(R) CE based hand-held
   computers.

        Research and development expenses decreased 22% to $117,818 for the 2003
   Period from $151,150 for the 2002 Period. The decrease was the result of
   planned reductions in personnel and personnel related expenses of
   approximately $30,000.

        Selling and marketing expenses decreased 52% to $84,335 for the 2003
   Period from $176,116 for the 2002 Period. The decrease was the result of
   planned reductions in sales personnel and personnel related expenses of
   approximately $80,000, and other general cost reductions of approximately
   $12,000.

        General and administrative expenses decreased 18% to $230,489 for the
   2003 Period from $282,516 for the 2002 Period. The decrease was due to a
   decrease in payroll costs of approximately $34,000, a decrease in
   professional fees of approximately $11,000 and other general cost reductions
   of approximately $7,000.

                                       12
<PAGE>

        NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO NINE MONTHS ENDED
   SEPTEMBER 30, 2002.

        For the first nine months ended September 30, 2003 (the "2003 Period"),
   we reported a net income of $198,872, or $.00 per basic share, compared to a
   net loss of $644,500, or ($.05) per basic share for the first nine months
   ended September 30, 2002 (the "2002 Period").

        Total revenues increased 4% to $3,268,915 for the 2003 Period from
   $3,132,179 for the 2002 Period.

        Product revenues for the 2003 Period were $2,108,555, a 14% increase as
   compared to $1,841,551 for the 2002 Period. This increase was due to
   increased sales of our inventory service products. Service revenues for the
   2003 Period were $1,160,360, a 10% decrease as compared to $1,290,628 for the
   2002 Period. This decrease was a result of fewer maintenance contracts for
   our route service products.

        Gross Profit for the 2003 Period was $1,530,999 or 47% of revenues as
   compared to $1,349,950 or 43% of revenues for the 2002 Period. The Company
   was able to improve its gross margin, despite an increase in inventory
   reserve of approximately $113,000, through planned reduction in labor costs
   and ongoing price negotiations with vendors. The increase in inventory
   reserve was primarily attributable to the reduction of our estimates of net
   realizable value of certain older, discontinued products which will be moving
   at a slower pace during our transition to the faster and more efficient new
   generation of wireless, Microsoft(TM) Windows(R) CE based hand-held
   computers.

        Research and development expenses decreased 39% to $357,120 for the 2003
   Period from $581,937 in the 2002 Period. The decrease was the result of
   planned reductions in personnel and personnel related expenses of
   approximately $113,000, and a decrease in outside contractor costs of
   approximately $116,000.

        Selling and marketing expenses decreased 41% to $300,247 for the 2003
   Period from $507,573 in 2002 Period. The decrease was the result of planned
   reductions in personnel and personnel related expenses of approximately
   $246,000, a decrease in travel expenses of approximately $24,000, and other
   general cost reductions of approximately $23,000, offset by an increase in
   outside contractor costs of approximately $86,000.

        General and administrative expenses decreased 23% to $690,293 for the
   2003 Period from $897,787 for the 2002 Period. The decrease was due to a
   decrease in payroll costs of approximately $86,000, a decrease in bad debt
   expense of approximately $41,000, a decrease in professional fees of $59,000
   and other general cost reductions of approximately $21,000.

                                       13
<PAGE>

        LIQUIDITY AND CAPITAL RESOURCES

        The Company has financed its operations primarily from operating results
   and working capital. At September 30, 2003, the Company had cash of $318,553
   and working capital of $147,408. During the nine month period ended September
   30 2003, the Company's operations have provided approximately $165,000 in
   cash. The increase in cash was mainly a result of the Company's net income of
   $198,872 along with a decrease in inventory of $182,077. This was offset by
   an increase in accounts receivable of $179,012, a decrease in accounts
   payable of $119,587 and a decrease in deferred revenues of $75,097.

        The Company has incurred an accumulated deficit of approximately $17.5
   million through September 30, 2003. As a result of this accumulated deficit,
   the report of its independent public accountant relating to the financials
   for 2002 contains an explanatory paragraph regarding substantial doubt about
   the Company's ability to continue as a going concern. The Company's plans to
   address the situation are presented below. However, there are no assurances
   that these plans will be successful or sufficient.

        In the event the Company's operations are not profitable or do not
   generate sufficient cash to fund the business, or if the Company fails to
   obtain additional financing, if required, management will have to
   substantially reduce its level of operations. These circumstances raise
   substantial doubt about the Company's ability to continue as a going concern.
   These interim financial statements do not include any adjustments that might
   result from the outcome of this uncertainty.

        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.

   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

                                       14
<PAGE>

   disclosure controls and procedures were adequate and effective to ensure
   that material information relating to us, was made known to them by others
   within the Company, particularly during the period in which this Quarterly
   Report on Form 10-QSB was being prepared.

        (b) Changes in Internal Controls.

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
























                                       15
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 2. CHANGES IN SECURITIES

        Not Applicable

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

        Not Applicable.

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

     Not Applicable.

ITEM 5. OTHER INFORMATION

     Not Applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

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

(b) Reports on Form 8-K

    None

                                       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.


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


November 14, 2003                           /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.



























                                       18