<PAGE>

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

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                FORM 10-QSB


[X]   Quarterly Report pursuant to section 13 or 15(d) of the Securities
      Exchange Act of 1934

      For the Quarterly Period Ended:  DECEMBER 31, 1996.


[ ]   Transition Report pursuant to section 13 or 15(d) of the Securities
      Exchange Act of 1934




                       Commission File No. 33-31068


                     BROWN DISC PRODUCTS COMPANY, INC.
------------------------------------------------------------------------------
     (Exact name of small business issuer as specified in its charter)


       Colorado                                         84-1067075
------------------------------------------------------------------------------
(State or other jurisdiction of                      (I.R.S. Employer
 incorporation or organization)                      Identification No.)


1120-B Elkton Drive, Colorado Springs, Colorado            80907-3568
------------------------------------------------------------------------------
(Address of principal executive offices)                   (Zip Code)


Registrant's telephone number, including area code:    (719) 593-1015


                             (Not applicable)
------------------------------------------------------------------------------
           (Former name, former address and former fiscal year, 
                       if changed since last report)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.    YES  [X]       NO  [ ]

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: Common Stock, without par
value, outstanding as of February 26, 1997:   5,729,837 shares

Transitional Small Business Disclosure Format (check one):   YES [ ]    NO [X]


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


<PAGE>
                     BROWN DISC PRODUCTS COMPANY, INC.
                                   INDEX
<TABLE>
<CAPTION>
<S>      <C>                                                        <C>

                                                                      Page
                                                                     Number
                                                                     ------
Part I   - FINANCIAL INFORMATION:

Item 1.    Unaudited Financial Statements:

           Balance Sheets at December 31, 1996 and June 30, 1996 ....   1 

           Statements of Operations for the Three Months and
             Six Months ended December 31, 1996 and 1995 ............   3 

           Statements of Cash Flows for the Six Months
             ended December 31, 1996 and 1995 .......................   4 

           Statement of Changes in Stockholders' Equity
             for the Six Months ended December 31, 1996 .............   5

           Notes to Unaudited Financial Statements ..................   6

Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION:

           Management's Discussion and Analysis of
             Financial Condition and Results of Operations ..........  10

Part II  - OTHER INFORMATION:

           Item 5.    Other Events ..................................  13
           Item 6.    Exhibits and Reports on Form 8-K ..............  14

SIGNATURES ..........................................................  14

</TABLE>

             SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

      Certain statements in this Report under the caption "Management's
Discussion and Analysis or Plan of Operation" and elsewhere constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995.  Such forward-looking statements involve known
and unknown risks, uncertainties and other factors which may cause the actual
results or performance of the Company to be materially different from future
results or performance expressed or implied by such forward-looking
statements.  Such factors, include, among others:  economic, competitive and
technological factors affecting the Company's operations, markets, services
and prices, market acceptance of new products or services, and other factors
described in this Report and in prior filings with the Securities and Exchange
Commission.  The Company's actual results could differ materially from those
suggested or implied by any forward-looking statements as a result of such
risks.

CAUTIONARY STATEMENTS

      In connection with the "Safe Harbor" Provisions of the Private
Securities Litigation Reform Act of 1995, the Company has filed cautionary
statements identifying important factors that could cause the Company's actual
results to differ materially from those projected in forward-looking
statements made by, or on behalf of, the Company.  Reference is made to
Exhibit 99.1 filed with the Company's Quarterly Report on Form 10-QSB for the
Period ended September 30, 1996 and other information in filings with the
Securities and Exchange Commission.

                                   - i -
<PAGE>
                      PART I.  FINANCIAL INFORMATION



                     BROWN DISC PRODUCTS COMPANY, INC.
                              BALANCE SHEETS
                                (Unaudited)



<TABLE>
<CAPTION>
                                                December 31,        June 30,
                                                    1996              1996  
                                                -----------       -----------
<S>                                             <C>               <C>     

ASSETS:

Current Assets:
  Cash ......................................   $    36,531       $   615,229
  Accounts receivable -- net of allowance
    for doubtful accounts of $23,778 at
    at December 31, 1996 and $17,609
    at June 30, 1996 ........................       145,514           187,827

  Inventory .................................       129,305            86,411

  Other .....................................           --             19,280

                                                -----------       ----------- 
Total Current Assets ........................       311,349           908,747
                                                -----------       ----------- 

Property, Plant and Equipment:
  Property, plant & equipment, at cost ......     1,473,657         1,422,213
  Less accumulated depreciation .............    (1,344,133)       (1,327,345)
                                                -----------       ----------- 

Property, Plant & Equipment, net ............       129,519            94,868
                                                -----------       ----------- 

Other Assets ................................         9,691             6,271
                                                -----------       ----------- 

Total Assets ................................   $   450,559       $ 1,009,886
                                                ===========       =========== 
</TABLE>






         See accompanying notes to unaudited financial statements.


                                    -1-
<PAGE>
                     BROWN DISC PRODUCTS COMPANY, INC.
                        BALANCE SHEETS (continued)
                                (Unaudited)
<TABLE>
<CAPTION>
                                                December 31,        June 30,
                                                    1996              1996  
                                                -----------       -----------
<S>                                             <C>               <C>     

LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
  Accounts payable ..........................   $   149,239       $   360,296
  Accrued liabilities .......................       178,886            93,539
  Accrued liabilities to related parties ....       168,633           235,400
  Current portion of notes payable
    to related parties ......................        12,000            54,409
  Current portion of notes payable ..........        35,000            35,102
                                                -----------       ----------- 
Total Current Liabilities ...................       543,758           778,746
                                                -----------       ----------- 
Long-term Debt:
  Notes payable to related parties ..........        42,773            39,798
  Note payable ..............................       298,545           313,520
                                                -----------       ----------- 
Total Long-term Debt ........................       341,318           353,318
                                                -----------       ----------- 
Total Liabilities ...........................       885,076         1,132,064
                                                -----------       ----------- 
Redeemable Preferred Stock:
  Series A Redeemable Preferred stock, 
    no par value; 63,000 shares authorized,
    12,613 shares outstanding at December
    31, 1996 and June 30, 1996 ..............       136,306           133,698
                                                -----------       ----------- 
Stockholders' Deficiency:
  Preferred stock, no par value,
    49,937,000 shares authorized:
      200,000 shares designated 10% Series B
      Convertible Preferred stock,
      liquidation preference $5.00
      per share; outstanding, 6,000 shares
      at December 31, 1996 and 20,000 shares
      at June 30, 1996 ......................        26,368            96,368 
  Common stock, no par value,
    50,000,000 shares authorized;
     5,729,837 shares outstanding at
     December 31, 1996 and 5,070,671 shares
     outstanding at June 30, 1996 ...........     1,957,901         1,770,889
  Warrants ..................................        27,336            61,323
  Additional paid-in capital ................       543,430           554,560
  Accumulated deficit .......................    (3,125,858)       (2,729,016)
                                                -----------       ----------- 
Total Stockholders' Deficiency ..............      (570,823)         (255,876)
                                                -----------       ----------- 
Total Liabilities and Stockholders' Equity ..   $   450,559       $ 1,009,886
                                                ===========       ===========

</TABLE>






         See accompanying notes to unaudited financial statements.


                                    -2-
<PAGE>
                     BROWN DISC PRODUCTS COMPANY, INC.
                         STATEMENTS OF OPERATIONS
                                (Unaudited)
<TABLE>
<CAPTION>
                                   Six Months ended          Three Months ended
                                      December 31,               December 31,
                              ------------------------    ------------------------
                                   1996         1995           1996         1995  
                              -----------  -----------    -----------  -----------
<S>                           <C>          <C>            <C>          <C>

Net Sales ..................  $   783,547  $   633,395    $   351,915  $   314,003
Cost of Sales ..............      506,745      516,544        199,954      282,420
                              -----------  -----------    -----------  -----------

Gross Margin ...............      276,802      116,851        151,961       31,583
                              -----------  -----------    -----------  -----------

Operating Costs and Expenses:
  General and administrative      592,456      177,999        268,003      110,227
  Selling ..................       81,040       73,872         42,851       42,807
                              -----------  -----------    -----------  -----------
Total Operating Costs
  and Expenses .............      673,496      251,871        310,854      153,034
                              -----------  -----------    -----------  -----------
Operating Loss .............     (396,694)    (135,020)      (158,893)    (121,451)

Other Income (Expense):
  Interest expense .........       (9,404)     (17,019)        (3,120)     (10,008)
  Other ....................        9,256          --           9,256          --
                              -----------  -----------    -----------  -----------
Net Loss Before
  Extraordinary Item .......     (396,842)    (152,039)      (152,757)    (131,459)

Extraordinary Item --
  Gain on restructuring of
  troubled debt ............          --       189,889            --       189,889
                              -----------  -----------    -----------  -----------

Net Income (Loss) ..........     (396,842)      37,850       (152,757)      58,430
Increase in Carrying Value
  of Redeemable Preferred
  Stock and Preferred
  Stock Dividends ..........       (2,608)      18,596         (1,300)      18,596
                              -----------  -----------    -----------  -----------
Net Income (Loss) Attributable
  to Common Shares .........  $  (399,450) $    56,446    $  (154,057) $    77,026
                              ===========  ===========    ===========  ===========

Per Common Share:
  Net income (loss) before
    extraordinary item .....  $     (0.07) $     (0.05)   $     (0.03) $     (0.04)
  Extraordinary item .......          --          0.06            --          0.05
  Increase in carrying value
    of redeemable preferred
    stock and preferred
    stock dividends ........        (0.00)        0.01          (0.00)        0.01
                              -----------  -----------    -----------  -----------
  Net income (loss)
    attributable to
    common shares ..........  $     (0.07) $      0.02    $     (0.03) $      0.02
                              ===========  ===========    ===========  ===========
Weighted Average Common
    Shares Outstanding .....    5,557,260    3,252,060      5,729,837    3,285,559
                              ===========  ===========    ===========  ===========
</TABLE>
           See accompanying notes to unaudited financial statements.

                                      -3-
<PAGE>
                       BROWN DISC PRODUCTS COMPANY, INC.
                            STATEMENTS OF CASH FLOWS
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                     Six Months ended December 31,
                                                     -----------------------------
                                                          1996              1995  
                                                     -----------       -----------
<S>                                                  <C>               <C>         
OPERATING ACTIVITIES:
Net (loss) income ................................   $  (396,842)      $    37,850
Adjustments to reconcile net loss to cash
  provided by (used in) operating activities:
    Stock issued for services ....................           --            151,968
    Asset write-downs ............................           --                --
    Depreciation .................................        16,788            22,105
    Loss on sale of equipment ....................           --                --
    Gain on restructuring of troubled debt .......           --           (189,889)
    Changes in operating assets and liabilities:
      Accounts receivable ........................        42,314           (11,282)
      Inventory ..................................       (42,894)           14,335
      Other assets ...............................        15,850            20,989
      Accounts payable ...........................      (178,339)          (89,416)
      Accrued liabilities ........................        85,347           100,734
      Accrued liabilities to related parties .....       (66,767)           62,117
                                                     -----------       -----------
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES ..      (524,543)          119,511
                                                     -----------       -----------   
INVESTING ACTIVITIES:
Proceeds from sale of equipment ..................           --                --
Purchases of equipment ...........................       (51,444)           (2,199)
                                                     -----------       -----------
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES ..       (51,444)           (2,199)
                                                     -----------       -----------
FINANCING ACTIVITIES:
Proceeds from issuance of common stock ...........        50,000               --
Proceeds from issuance of preferred stock ........           --                --
Proceeds from exercise of warrants ...............         1,800               --
Proceeds from borrowings .........................           --            127,773
Repayment of notes payable .......................       (54,511)         (253,952)
Repayment of capital lease obligations ...........           --                --
                                                     -----------       -----------
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES ..        (2,711)         (126,179)
                                                     -----------       -----------

NET INCREASE (DECREASE) IN CASH ..................      (578,698)           (8,867)
CASH, BEGINNING OF PERIOD ........................       615,229             3,890
                                                     -----------       -----------
CASH, END OF PERIOD ..............................   $    36,531       $    (4,977)
                                                     ===========       ===========   
                                 
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest ...........................   $     9,404       $    17,091

SUPPLEMENTAL NONCASH FINANCING ACTIVITIES:
Redeemable preferred stock exchanged for
  common stock ...................................   $    70,000
Stock issued for services ........................           --                
Warrants issued for consulting services ..........        75,000
Common stock issued to satisfy accounts payable ..        38,250

</TABLE>


           See accompanying notes to unaudited financial statements.

                                      -4-
<PAGE>
<PAGE>  7
                       BROWN DISC PRODUCTS COMPANY, INC.
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                   FOR THE SIX MONTHS ENDED DECEMBER 31, 1996
                                  (Unaudited)

<TABLE>
<CAPTION>
                    Preferred Stock                                               
                       Series B             Common Stock            Warrants       Additional
                  ------------------  ----------------------  -------------------   Paid-in   Accumulated
                   Shares     Amount    Shares       Amount     Shares    Amount    Capital     Deficit        Total   
                  --------  --------  ---------  -----------  ---------  --------  ---------  -----------  -----------
<S>               <C>       <C>       <C>        <C>          <C>        <C>       <C>        <C>          <C>

BALANCES,
 JUNE 30, 1996..    20,000  $ 96,368  5,070,671  $ 1,770,889    302,350  $ 61,323  $ 544,560  $(2,729,016) $  (255,876)

Sale of
 common stock
 for cash.......       --        --      66,666       50,000        --        --         --           --        50,000
   
Conversion
 of Series B
 preferred
 stock to
 common stock...   (14,000)  (70,000)   140,000       70,000        --        --         --           --           --

Warrants
 exercised......       --        --     180,000       35,787   (180,000)  (33,987)       --           --         1,800

Issuance of
 common stock
 to satisfy
 accounts
 payable........       --        --      22,500       38,250        --        --         --           --        38,250

Issuance of
 common stock
 for cancellation
 of 1,000,000
 Class A
 warrants.......       --        --     250,000          --         --        --         --           --           -- 

Issuance of
 Class D
 warrants for
 consulting
 services ......       --        --         --           --     400,000                

Increase in
 carrying value
 of redeemable
 preferred 
 stock..........       --        --         --           --         --        --         --         2,608        2,608 

Stock issuance
 costs..........       --        --         --        (7,025)       --        --      (1,130)         --        (8,155)


Net loss........       --        --         --           --         --        --         --      (399,450)    (399,450)

                  --------  --------  ---------  -----------  ---------  --------  ---------  -----------  -----------
BALANCES,
 DEC 31, 1996...     6,000  $ 26,368  5,729,837  $ 1,957,901    522,350  $ 27,336  $ 543,430  $(3,125,858) $  (570,823)
                  ========  ========  =========  ===========  =========  ========  =========  ===========  ===========
</TABLE>








         See accompanying notes to unaudited financial statements.


                                    -5-
<PAGE>
                     BROWN DISC PRODUCTS COMPANY, INC.
                  NOTES TO UNAUDITED FINANCIAL STATEMENTS
                             DECEMBER 31, 1996

NOTE 1.     BASIS OF PRESENTATION; UNAUDITED INTERIM STATEMENTS

The accompanying unaudited financial statements at December 31, 1996 have been
prepared by Brown Disc Products Company, Inc. (the "Company") pursuant to the
rules of the Securities and Exchange Commission ("Commission").  The
information set forth in the financial statements as of December 31, 1996 and
for the three month and six month periods ended December 31, 1996 and 1995 are
derived from financial statements which are not covered by the report of
independent public accountants and may be subject to normal year-end audit
adjustments.  In the opinion of management, the unaudited data for these
interim periods reflects all adjustments which are necessary for a fair
presentation of financial position, results of operations and cash flows for
the interim periods covered by such statements.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to the Commission's rules. 
Reference is made to Note 1 of the Notes to Financial Statements contained in
the Company's Annual Report on Form 10-KSB for the fiscal year ended June 30,
1996 for a summary of significant accounting policies utilized by the Company. 
It is suggested that the unaudited financial statements and notes thereto
included in this Report be read in conjunction with the audited financial
statements and notes thereto included in the Company's latest Annual Report on
Form 10-KSB.

The unaudited statements of operations for the interim periods included with
this Report are not necessarily indicative of the results to be expected for
the full year.

NOTE 2.     GOING CONCERN QUALIFICATION; MANAGEMENT'S PLAN

The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the liquidation of
liabilities in the normal course of business.  The Company had a net capital
deficiency of $571,000 at December 31, 1996 and has sustained substantial
operating losses in recent years and for the six months ended December 31,
1996.  The Company's liabilities of $885,000 at December 31, 1996 exceeded its
total assets of $450,000 at that date.  It had a negative working capital at
December 31, 1996 of $233,000 resulting from an excess of $544,000 in current
liabilities compared to current assets of $311,000 at December 31, 1996. 
These factors, among others, adversely affect the ability of the Company to
continue as a going concern.  The interim financial statements included with
this Report do not include any adjustments relating to the recoverability and
classification of recorded assets amounts or the amount and classification of
liabilities that might be necessary should the Company be unable to continue
as a going concern.

During the last year, management has taken steps to decrease costs, increase
margins and increase revenues.   During the first quarter of the current
fiscal year commencing July 1996, the Company increased the range of services
internally processed by the Company's software duplication and distribution
business to include tape duplication and CD-R replication capabilities.  The
added internal capacity is expected to improve gross margins for these
services.


                                    -6-
<PAGE>
            NOTES TO UNAUDITED FINANCIAL STATEMENTS (continued)
                             DECEMBER 31, 1996

NOTE 2.     GOING CONCERN QUALIFICATION; MANAGEMENT'S PLAN (continued)

The Company is continuing to seek and evaluate candidates for possible
acquisition of another business, although there can be no assurance that an
acquisition will be obtained or successfully completed.  A transaction of this
nature may involve the issuance of additional equity securities that might be
dilutive to the interests of current stockholders and/or may result in a
change in control of the Company.

Management intends to monitor the progress of the Company's software media
storage and duplication businesses and reserves the right to redeploy its
assets if satisfactory progress is not achieved. 

NOTE 3.     INVENTORIES 

Inventories consist of the following at December 31, 1996 and June 30, 1996:

<TABLE>
<CAPTION>
                                            December 31,         June 30,
                                                 1996               1996
                                            ------------       ------------
   <S>                                      <C>                <C>     
   Raw materials .........................  $     20,352       $     28,571
   Work-in-process .......................       106,649             31,140
   Finished goods ........................         2,304             26,700
                                            ------------       ------------
       Total Inventories .................  $    129,305       $     86,411
                                            ============       ============
</TABLE>

NOTE 4.     PROPERTY AND EQUIPMENT

Property and equipment consists of the following at December 31, 1996 and June
30, 1996:

<TABLE>
                                            December 31,         June 30,
                                                 1996               1996
                                            ------------       ------------
   <S>                                      <C>                <C>     
   Manufacturing equipment ...............  $  1,169,719       $  1,139,329
   Quality control equipment .............       126,292            126,292
   Office furniture and equipment ........       159,025            138,771
   Leasehold improvements ................        17,821             17,821
                                            ------------       ------------
                                               1,473,657          1,422,213
   Less accumulated depreciation .........    (1,344,138)        (1,327,345)
                                            ------------       ------------
   Property and equipment -- net .........  $    129,519       $     94,868
                                            ============       ============
</TABLE>

NOTE 5.     STOCKHOLDERS' EQUITY

Class C common stock purchase warrants were exercised for the purchase of
180,000 shares of common stock at $1,800 on July 3, 1996.

The Company issued 22,500 shares of its common stock on July 19, 1996 in
payment of $38,240 of accounts payable for consulting services.

                                    -7-
<PAGE>
            NOTES TO UNAUDITED FINANCIAL STATEMENTS (continued)
                             DECEMBER 31, 1996

NOTE 5.     STOCKHOLDERS' EQUITY (continued)

During the quarter ended September 30, 1996, 14,000 shares of the Series B
convertible preferred stock were converted into 140,000 shares of the
Company's common stock.  Accrued and unpaid dividends were automatically
waived on the shares converted.

During June and July 1996, the Company issued and sold 919,666 shares of its
Common Stock in a private placement for $689,750 in cash ($0.75 per share) to
19 investors, of which 66,666 shares were sold in the quarter ended September
30, 1996 for net proceeds of $50,000.  The purpose of the financing was to
obtain additional working capital required to sustain the Company's
operations, reduce past due debt obligations and to finance certain expenses
incurred in connection with a proposed merger that was subsequently abandoned. 
Investors in this offering were granted certain rights for the registration of
their shares under the Securities Act of 1933, including "piggy-back" rights
to participate in one registration if the Company files a registration
statement after September 30, 1996, and a mandatory registration right
exercisable in June 1997 if the investors have not been offered piggy-back
rights to participate in a registration statement prior to May 31, 1997.

On September 28, 1996 the Company issued 250,000 shares of its common stock in
exchange for the surrender of 1,000,000 Class A common stock purchase
warrants.

The Company issued 400,000 Class D common stock purchase warrants on December
30, 1996 in payment of financial consulting services.  These warrants are
exercisable at $0.25 per share until the warrants expire on December 31, 2001.
An amount of $75,000 for the value of these warrants at date of issue was
charged against a previously established $100,000 reserve for settlement and
consulting costs.

NOTE 6.     WARRANTS

The following stock purchase warrants are outstanding at December 31, 1996:

<TABLE>
<CAPTION>
               Number of             Exercise Price               Expiration 
                Warrants                Per Share                    Date
              -----------            --------------              -----------
              <S>                    <C>                         <C>
                  112,350                  $.01                     2000 
                1,000,000                  $.10                     2000 
                2,410,000                  $.25                  2000 - 2001
</TABLE>

NOTE 7.     EARNINGS PER SHARE

Net income per common share is based upon the weighted average number of
common shares outstanding during the periods presented.  No effect has been
given to conversion of preferred stock or exercise of common stock purchase
warrants since the effect would be antidilutive.

NOTE 8.     LEGAL PROCEEDINGS

On August 27, 1996, the Company entered into an agreement to acquire from
First New Hampshire Bank all the assets and equipment of Softwise Services,
Inc. as a result of Softwise Services' defaulting on a promissory note.  The
Company paid $102,000 and agreed to assume a $200,000 note payable bearing
interest at 6% at the time of closing to be repaid over 11 years.  The Company

                                    -8-
<PAGE>
            NOTES TO UNAUDITED FINANCIAL STATEMENTS (continued)
                             DECEMBER 31, 1996

NOTE 8.     LEGAL PROCEEDINGS (continued)

operated Softwise Services' assets until First New Hampshire Bank requested
that the Company cease use of the equipment.  In connection with this
transaction, First New Hampshire Bank could not warrant to the Company that
First New Hampshire Bank had legal title to the assets.  As a result, the
Company is of the opinion that First New Hampshire Bank has breached the
agreement, and has requested a return of the $102,000, release from the
agreement to assume a $200,000 note payable.  The Company's legal counsel is
attempting to negotiate a settlement, but if a settlement cannot be reached,
the Company plans to bring legal action against the bank for return of
$102,000 and a release from the agreement to assume a $200,000 note payable,
plus expenses and damages.  However, the Company's legal counsel has advised
management that at this preliminary stage the outcome of any legal action is
indeterminable.  As of December 31, 1996, the Company had recorded
approximately $195,000 of general and administrative expenses relating to the
abandoned efforts to acquire equipment from First New Hampshire Bank,
including the $102,000 cash deposit described above.  The Company believes
that it will prevail in this matter and no accrual for additional possible
loss has been made in the financial statements of the Company at December 31,
1996.

NOTE 9.     RELATED PARTY TRANSACTIONS
  
On April 24, 1996, the Company reached a settlement agreement with the
Company's former president under which the former president agreed to resign
his employment and to resign as a director.  In connection with these
resignations, the Company agreed to pay the former president: (1) past due
wages of $6,400, payable one-half on or before August 1, 1996
and one-half on or before September 1, 1996; (2) $62,773 note, of which $5,000
was paid on May 1996 and the remaining balance is payable in monthly
installments of $1,000 through September 2001, with $5,000 payments on July 1,
September 1, and November 1, 1996; (3) 250,000 shares of the Company common
stock; and (4) 5% of the proceeds realized by the Company from any future
equity financing, recapitalization or sale of equipment up to a maximum
payment of $200,000.

As of December 31, 1996, the Company had paid $34,488 of the contingent
payment due as a result of item 4 above and the balance of $165,512 has been
recorded as a current liability because management believes it is probable
that future equity financing will be raised.  The amounts due under items 1
and 4 above are included in accrued liabilities to related parties, and the
amount due under item 2 is included in notes payable to related parties.

The Company agreed to pay an affiliated company of its chief executive officer
$29,000 for their efforts to restructure debt obligations.  This amount is
also recognized as an accrued liability to related parties at June 30, 1996
and was fully paid during the quarter ended September 30, 1996.

NOTE 10.    EXTRAORDINARY ITEMS

During the year ended June 30, 1996, the Company arranged to pay a creditor
$127,921 in full settlement of a note payable with a remaining balance of
$417,497.  In addition, the Company paid a supplier $25,000 in full settlement
of an account with a balance of $49,575. Consequently, the Company recognized
an extraordinary gain of $274,151 net of restructuring costs of $40,000.





                                    -9-
<PAGE>
                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS

      The following discussion and analysis should be read in conjunction with
the financial statements and notes thereto appearing elsewhere in this Report.

INTRODUCTION

      The Company commenced operations in September 1987.  To date, the
Company has not operated on a profitable basis and it was required to
reorganize under the protection of Chapter 11 of the U.S. Bankruptcy Act in
1992 and 1993 to restructure and extend payment terms of its secured and
unsecured debt obligations.

      The Company has incurred net losses from operations since inception and
its sales trend during the last three fiscal years has been unfavorable. 
Revenues for the fiscal year ended June 30, 1996 of $1,257,000 reflected a
continuing sales decline compared to $1,669,000 and $2,693,000 in net sales
for the fiscal years ended June 30, 1995 and 1994, respectively.  As a result
of declining revenues, gross profits before operating costs and expenses for
the year ended June 30, 1996 was $245,000 compared to gross profits of
$271,000 and $613,000 for the years ended June 30, 1995 and 1994,
respectively.  For the most recent full fiscal year ended June 30, 1996, the
Company incurred a net loss of $847,000, notwithstanding a non-recurring
$274,000 gain on restructuring troubled debt, compared to a net loss of
$372,000 for the prior fiscal year ended June 30, 1995 and a net loss of
$124,000 in the fiscal year ended June 30, 1994.

      At December 31, 1996, the Company had total liabilities of approximately
$885,000, redeemable Series A preferred stock of $136,000 requiring mandatory
redemption from future net income, an accumulated deficit from operations
since inception in 1987 of $3,126,000, and a deficit in stockholders' equity
of $571,000.   The Company's liabilities were significantly reduced during the
year ended June 30, 1996 by debt settlements which resulted in $274,000 of
debt forgiveness, payment of $291,000 in debt in cash and securities, and the
conversion of $515,000 of Series A redeemable preferred stock into common
stock.

      Increases in revenues are required for the Company to absorb existing
overhead levels.  In view of historical losses from operations, limited
working capital and the necessity of applying certain cash flows for debt
service obligations, the Company has not been able to invest significantly in
sales and marketing programs, and accordingly has generally limited these
activities to telemarketing and selected trade shows.

      THE REPORT OF STOCKMAN KAST RYAN AND SCRUGGS, PC ON THE FINANCIAL
STATEMENTS OF THE COMPANY FOR THE FISCAL YEAR ENDED JUNE 30, 1996 CONTAINS A
PARAGRAPH EXPRESSING SUBSTANTIAL DOUBT CONCERNING THE ABILITY OF THE COMPANY
TO CONTINUE AS A GOING CONCERN.   Management's plan to address these matters
is discussed below and in Note 1 of the Notes to Financial Statements included
in the Company's Annual Report on Form 10-KSB for the fiscal year ended June
30, 1996.

      Results of operations in the future will be influenced by a variety of
factors, some of which cannot be accurately predicted at the present time. 
These include, among others, the ability of the Company to successfully
negotiate the acquisition of another business enterprise, the Company's
ability to raise additional equity capital, demand for software products of
customers serviced by the Company, competitive conditions and the ability of
the Company to control costs.  There can be no assurance the Company will
achieve revenue growth or profitability on a quarterly or annual basis.




                                   -10-
<PAGE>
MANAGEMENT'S PLAN

      The Company's core business involves the manufacture and sale of
software media storage discs.  Notwithstanding continuing growth in demand for
software media storage, this is a mature industry with limited capital entry
requirements in which the Company and its competitors hold no significant
proprietary rights, and therefore is characterized by intense competition and
narrow gross profit margins.  Former management's strategic plan to expand
sales was focused on the magnetic media industry and complementary markets,
specifically software duplication and allied printing and customization
services.  The Company has added revenue from this business in recent years,
but such revenues were inadequate to compensate for significant sales declines
in media storage devices.

      Since February 1996, certain debt restructuring agreements reduced
annual interest expenses.   During the first quarter of the current fiscal
year commencing July 1996, the Company increased the range of services
internally processed by the Company's software duplication and distribution
business to include tape duplication and CD-R replication capabilities.  This
internal capacity is expected to improve gross margins for these services.

      Effective with a change in management in February 1996, the Company
determined not to actively pursue plans for development of a World Wide Web
site for customer software distribution or to further develop internal
capacity for software duplication services.

      The Company's current management is pursuing business strategies to
increase sales and improve results of operation by (1) continuing to reduce
costs, and (2) seeking the acquisition of additional businesses in a computer-
related industry.  The Company is actively seeking the acquisition of
additional assets or other businesses in the industry of fabricating and
supplying quartz glass products for use in the manufacture of integrated
circuits by the semiconductor industry.   There can be no assurance that an
acquisition will be obtained or successfully completed.  A transaction of this
nature may involve the issuance of additional equity securities that might be
dilutive to the interests of current stockholders and/or may result in a
change in control of the Company.

      Management intends to monitor the progress of the Company's software
media storage and duplication businesses and reserves the right to redeploy
its assets if satisfactory progress is not achieved. 

RESULTS OF OPERATIONS:

SIX MONTHS ENDED DECEMBER 31, 1996 ("1996 PERIOD") 
COMPARED TO THE SIX MONTHS ENDED DECEMBER 31, 1995 ("1995 PERIOD"):

      REVENUES:  The Company's revenues for the six months ended December 31,
1996 (the "1996 Period") were $783,000, an increase of $150,000, or
approximately 24%, from $633,000 in revenues for the six months ended December
31, 1995 (the "1995 Period).  The increase in sales was primarily attributable
to an increase in customers.  Revenues for the three months ended December 31,
1996 were $351,000 compared to $432,000 of revenues in the immediately
preceding quarter ended September 30, 1996 and $314,000 for the three months
ended December 31, 1995.

      COST OF SALES:   Cost of sales for the 1996 Period were $506,000,
resulting in a gross profit of $277,000, or 35.4% of net sales, compared to a
gross profit of $117,000, or 18.4% of net sales in the 1995 Period.  The
improvement in gross profit margins was due in part to cost reductions and in
part to efficiencies resulting from added sales volume.  In view of the
Company's high level of fixed overhead costs relative to sales volumes,
further improvement in gross margins will be substantially dependent upon
revenue increases, as to which there are no assurances.

                                   -11-
<PAGE>

      SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:   Selling, general and
administrative expenses during the 1996 Period were $673,000, of which $81,000
were selling and marketing expenses and $592,000 were general and
administrative costs.  Total selling, general and administrative expenses
increased by $421,000 as compared to selling, general and administrative
expenses of $252,000 in the 1995 Period.  General and administrative expenses
increased by $414,000 in the 1996 Period compared to the 1995 Period primarily
as a result of non-recurring expenses including $92,000 for capital raising
activities and $195,000 of costs incurred in connection with an abandoned
effort to acquire additional equipment in New Hampshire.

      As a result of limited capital, the Company's sales and marketing in the
last two years have been generally limited to telemarketing, direct contact of
customers and prospects by internal sales staff and participation in selected
trade shows.  

      INTEREST EXPENSE:   Interest expense in the 1996 Period was $9,000,
compared to $17,000 for the 1995 Period.  The reduction in interest expense is
due to a reduction in outstanding indebtedness during fiscal 1996.

      OPERATING RESULTS:  Net loss for the 1996 Period was $399,000 compared
to a net loss before extraordinary item of $152,000 incurred in the prior 1995
Period.  As discussed above, the increase in net loss from operations was due
to increases in general and administrative expenses including non-recurring
expenses of approximately $287,000.   Net loss per common share was $.07 in
the 1996 Period, compared to a net loss before extraordinary items of $.05 per
share in the 1995 Period.  An extraordinary gain of $190,000 was recorded in
the 1995 Period for gains on restructuring troubled debt.

LIQUIDITY AND CAPITAL RESOURCES:

      At December 31, 1996, the Company had cash resources of $37,000, current
assets of $311,000 and current liabilities of $544,000, resulting in a deficit
working capital position of $233,000.  Included in current liabilities is a
contingent liability of $166,000 due the Company's former President under a
settlement agreement that is required to be paid only from 5% of the proceeds
realized from subsequent financings by the Company, if any.

      The Company's deficit working capital of $233,000 at December 31, 1996
declined from positive working capital of $130,000 at June 30, 1996.  The
$363,000 reduction in working capital during the six months ended December 31,
1996 was primarily due to $397,000 in net loss from operating activities
during the six months ended December 31, 1996 which included $195,000 of
nonrecurring expenses related to an abandoned agreement for the acquisition of
equipment. 

      The Company's management anticipates that the Company will incur losses
from operations for the immediate future.  Losses from operations are expected
to continue until such time as sales increase to a level necessary to absorb
fixed costs, as to which there is no assurance.  Revenue increases will be
dependent upon a variety of factors such as the acquisition of another
business to expand the Company's products and services.  The Company plans to
seek additional equity and/or debt financing to sustain its operations and/or
to provide for the acquisition of an additional business or assets.  There can
be no assurance that adequate financing will be obtained to support planned
expansion of the Company's products and services.

      During the 1996 Period, capital asset additions were $51,000.  The
Company currently has no material obligations or commitments for additional
capital expenditures and would be unable to finance material capital asset
additions unless additional equity capital is obtained.  During recent years,
the Company has been operating with used software duplication and printing

                                   -12-
<PAGE>
equipment.  As this equipment has aged, productivity has declined, the cost of
maintenance has increased and expenses to maintain product quality have
increased.  If sufficient capital is obtained, the Company may incur capital
asset additions to increase production rates.

      The Company had approximately $3,100,000 of net operating loss carry-
forwards available as of June 30, 1996 to offset future taxable income for
federal income tax purposes.  Federal operating loss carryforwards expire
during the years from 2005 to 2020.  In the event the Company successfully
obtains additional equity capital, the federal net operating loss carryforward
may be subject to certain limitations if there are greater than 50% changes in
equity ownership of the Company.

      The Company believes that the relatively minor rate of inflation over
the past few years has not had a significant impact on the Company's revenues
and results of operations.

                       PART II -- OTHER INFORMATION

ITEM 5.   OTHER EVENTS.

CHANGE IN EXECUTIVE OFFICERS

      On February 16, 1996, Ronald H. Cole was removed as an executive officer
of the Company by its Board of Directors.   Mr. David J. Lopes, a member of
the Board, was elected to serve as Chairman of the Board, President and
Treasurer to replace Mr. Cole. 

CHANGE IN STRATEGIC PLAN FOR EXPANSION

      The Company's Report on Form 10-KSB for the fiscal year ended June 30,
1996 and its Report on Form 10-QSB for the quarter ended September 30, 1996
indicated that management's strategic plan to increase revenues included
evaluating the possibility of adding capacity to process internally CD-ROM
replications, development of a World Wide Web site as a channel of
distribution for customer software, and seeking the acquisition of additional
assets or another business in a related computer services industry.  During
the first quarter of the current fiscal year, the Company increased the range
of services internally processed by the Company's software duplication and
distribution business to include tape duplication and CD-R replication
capabilities.

      Concurrent with the Board of Directors' decision to remove Ronald H.
Cole as an executive officer on February 16, 1996, the Company's management 
terminated all other programs to expand the Company's service capabilities in
software duplication and distribution.  Under the direction of its new Chief
Executive Officer, David J. Lopes, the Company's strategic plan will be to
seek the acquisition of assets or other businesses in the industry of
fabricating and supplying quartz glass products for use in the manufacture of
integrated circuits by the semiconductor industry.   Mr. Lopes had prior
experience in this field during his tenure as President and Chief Executive
Officer of California Quartz, Inc., which owned a quartzglass products
fabrication business from 1979 until that business was sold in September 1994
to Heraeus Amersil, Inc., a North American affiliate of Heraeus Quarzglas
GmbH.  There can be no assurance that one of more such acquisitions will be
obtained or successfully completed.  A transaction of this nature may involve
the issuance of additional equity securities that might be dilutive to the
interests of current stockholders and/or may result in a change in control of
the Company.




                                   -13-
<PAGE>
ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
 
(a)         EXHIBITS:   

The following exhibits are filed as part of this Report:

Exhibit 
  No.       Description 
------      ------------
  27        Financial Data Schedule at December 31, 1996.


(b)         REPORTS ON FORM 8-K.    

No reports on Form 8-K were filed during the quarter ended December 31, 1996.


                                SIGNATURES
 
     Pursuant to the requirements of Section 13 of 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
 
Date:  February 26, 1997

                      BROWN DISC PRODUCTS COMPANY, INC.
                        (Registrant)

                      By:  /s/ David J. Lopes
                           ----------------------------- 
                           David J. Lopes, President            
                             Chief Executive Officer and
                             Chief Financial Officer

                                   -14-