United States
                       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     March 31, 2000
                                                   ----------------

[   ]    TRANSITON REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
                  For the transition period from                        to
                                                 ----------------------

                           Commission File Number:           0-11883
                                                   -----------------

                                 TELEBYTE, INC.

                     (Exact name of small business issuer as
                           specified in its charter)

Delaware  11-2510138 (State or other jurisdiction of incorporation (IRS Employer
Identification No.)

                 or organization)

                   270 Pulaski Road, Greenlawn, New York 11740
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                                     (631) 423-3232
 ------------------------------------------------------------------
                                               (Issuer's telephone number)


      (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  Exchange  Act 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
                              --------------

As of May 15, 2000,  there were  outstanding  1,253,631  shares of Common Stock,
$.01 par value.

Transitional Small Business Disclosure Format (check one);

                           Yes                       No       X
                              --------------           --------


<PAGE>




                           TELEBYTE, INC. & SUBSIDIARY

                                      INDEX

Part I            Financial Information

         Item 1.           Consolidated Financial Statements

                                    Consolidated Balance Sheet
                                    March 31, 2000 (Unaudited)

                                    Consolidated Statements of Earnings
                                    Three months ended
                                    March 31, 2000 and 1999 (Unaudited)

                 Consolidated Statement of Shareholders' Equity

                                    Three months ended
                                    March 31, 2000 (Unaudited)

                      Consolidated Statements of Cash Flows

                                    Three months ended
                                    March 31, 2000 and 1999 (Unaudited)

                    Notes to Condensed Consolidated Financial
                             Statements (Unaudited)

         Item 2.           Management's Discussion and
                                    Analysis or Plan of Operation

Part II           Other Information


<PAGE>


Part I       Financial Information

Item 1.      Financial Statements

                           TELEBYTE, INC. & SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET

                                 MARCH 31, 2000
                                   (Unaudited)

ASSETS

CURRENT ASSETS
             Cash and cash equivalents                               $  428,754
             Accounts receivable, less

               allowance for doubtful accounts                          910,787
             Inventory                                                1,436,157
             Prepaid expenses                                            57,444
             Deferred income taxes                                      135,000
                                                             -------------------
             TOTAL CURRENT ASSETS                                     2,968,142

PROPERTY, PLANT AND EQUIPMENT, less
  accumulated depreciation and amortization                           1,133,155

OTHER ASSETS                                                            372,115
                                                            -------------------
                                                                    $ 4,473,412

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

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
             Accounts payable                                        $  358,695
             Accrued expenses                                           139,452
             Income taxes payable                                        59,878
             Current maturities of long-term debt                        77,006
                                                            -------------------
             TOTAL CURRENT LIABILITIES                                  635,031

LONG-TERM DEBT, less current maturities                               1,019,016

DEFERRED INCOME TAXES                                                   195,000

SHAREHOLDERS' EQUITY
             Common stock - $.01 par value; 9,000,000
                shares authorized; 1,253,631 shares
                 issued and outstanding                                  12,536
             Capital in excess of par value                           1,781,672
             Retained earnings                                          830,157
                                                            -------------------
                                                                      2,624,365

                                                            -------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                          $ 4,473,412
                                                            ===================


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


<PAGE>


                           TELEBYTE, INC. & SUBSIDIARY
                       CONSOLIDATED STATEMENTS OF EARNINGS

                                   (Unaudited)

                                                  Three Months
                                                 Ended March 31,
                                    --------------------------------------------

                                         2000                         1999
                                    -------------------   ----------------------

NET SALES                           $ 1,682,304                    $  1,365,280

COST OF SALES                           800,795                         678,467
                                    -------------------   ----------------------
GROSS PROFIT                            881,509                         686,813
                                    -------------------   ----------------------

OPERATING EXPENSES
      Selling,
        general and administrative      467,468                         430,685
      Research and development          131,811                         129,119
                                    -------------------   ----------------------
                                        599,279                         559,804
                                    -------------------   ----------------------

Operating Income                        282,230                         127,009
                                    -------------------   ----------------------

OTHER INCOME (EXPENSE)
    Rental Income                        12,049                          12,049
    Interest Income                       4,815                           4,682
    Interest Expense                    (26,636)                        (30,364)
                                    -------------------   ----------------------

       Earnings before income taxes     272,458                         113,376

Provision for income taxes              105,500                          45,000
                                    -------------------   ----------------------

NET EARNINGS                         $  166,958                       $  68,376
                                    ===================   ======================

Earnings per common share:
      Basic                          $    0.13                         $   0.05
                                    ===================   ======================
      Diluted                        $    0.10                         $   0.05
                                    ===================   ======================

Shares used in computing earnings per common share:

      Basic                          1,249,909                        1,303,494
                                    ===================   ======================
      Diluted                        1,636,518                        1,310,256
                                    ===================   ======================


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




<PAGE>


                           TELEBYTE, INC. & SUBSIDIARY
                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

                        THREE MONTHS ENDED MARCH 31, 2000
                                   (Unaudited)


<TABLE>
<CAPTION>
                                      Number of                             Capital in
                                        shares            Common             excess of            Retained
                                       issued             stock             par value             earnings              Total
                                       -------            ------            ----------            --------              -----
<S>                                      <C>               <C>                 <C>                  <C>                  <C>
Balance at January 1, 2000            1,248,631       $    12,486        $  1,740,472         $    663,199             $2,416,157

Common stock issued for purchase
   of intangibles                         5,000                50              41,200                                      41,250

Net earnings                                                                                       166,958                166,958

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

Balance at March 31, 2000             1,253,631       $    12,536        $  1,781,672         $    830,157             $2,624,365
                                  =================  ================   ==================   =================   ===================

</TABLE>

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


<PAGE>



                           TELEBYTE, INC. & SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)

                                                               Three Months
                                                              Ended March 31,
                                                    ----------------------------

                                                         2000             1999
                                                    -------------  -------------
CASH FLOWS FROM OPERATING ACTIVITIES
     Net earnings                                   $    166,958    $    68,376
     Adjustments to reconcile net earnings to
        net cash provided by operating activities:
            Depreciation and amortization                 62,069         37,695
            Decrease (increase) in operating assets:
              Accounts receivable                       (51,870)        (84,440)
              Inventories                                83,120        (169,898)
              Prepaid expenses and other                  3,351          27,844
              Increase (decrease) in
                        operating liabilities:
              Accounts payable                           86,179         173,614
              Accrued expenses and taxes               (129,632)         88,700
                                                    -------------  -------------

            Net cash provided by operating activities   220,175         141,891
                                                    -------------  -------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Additions to property and equipment                (42,251)       (22,944)
                                                       (110,000)           -

     Purchase of intangibles
     Cost of non-compete agreement                         -          (203,124)
                                                    ------------  --------------

            Net cash used in investing activities      (152,251)      (226,068)
                                                   -------------  --------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Principal payments under mortgage obligation       (14,602)       (15,525)
     Net borrowings under debt obligations                4,905        259,045
     Purchase of treasury stock                           -           (927,430)
     Proceeds from exercise of stock options              -              3,950
                                                   -------------  --------------

            Net cash used in financing activities        (9,697)      (679,960)
                                                   -------------  --------------

            Net increase (decrease) in
                cash and cash equivalents                58,227       (764,137)

Cash and cash equivalents at beginning of period        370,527        919,630
                                                   -------------  --------------

Cash and cash equivalents at end of period         $    428,754   $    155,493
                                                   =============  ==============

Non cash financing activities
     Issuance of common stock and
       note payable for purchase of intangibles   $      60,825

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


<PAGE>


                           TELEBYTE, INC. & SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                   (Unaudited)

1.       CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The consolidated balance sheet as of March 31, 2000, the consolidated  statement
of earnings, stockholders' equity and cash flows for the three-month period then
ended have been prepared by us without audit. In the opinion of management,  all
adjustments (which include only normal recurring accrual adjustments)  necessary
to present, fairly, the financial position, results of operations and cash flows
at March 31, 2000 have been made.

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted. It is suggested that these financial  statements
be read in conjunction with the financial  statements and notes thereto included
in our Annual  Report to  Shareholders  for the fiscal year ended  December  31,
1999.  The  results of  operations  for the period  ended March 31, 2000 are not
necessarily indicative of the operating results for the full year.

2.       EARNINGS PER SHARE

The number of shares used in the Company's basic and diluted  earnings per share
computations are as follows:

Weighted average common shares outstanding
   for basic earnings per share                                       1,249,909

Common stock equivalents for stock options                              386,609
                                                                      ---------

Weighted average common shares outstanding
    for diluted earnings per share                                    1,636,518
                                                                       ---------



<PAGE>


         Item 2.  Management's Discussion and Analysis or Plan of Operation.

When used herein,  the words "believe,"  "anticipate,"  "think," "intend," "will
be," "expect" and similar expressions identify forward-looking statements within
the  meaning of the  Private  Securities  Litigation  Reform  Act of 1995.  Such
statements are not guarantees of future  performance  and involve  certain risks
and  uncertainties  discussed herein and under the caption "Risk Factors" in our
Annual  Report on Form 10-K for the year ended  December 31,  1999,  which could
cause  actual  results to differ  materially  from those in the  forward-looking
statements.   Readers  are  cautioned  not  to  place  undue   reliance  on  the
forward-looking statements,  which speak only as of the date hereof. Readers are
also urged carefully to review and consider the various  disclosures  made by us
which  attempt to advise  interested  parties of the  factors  which  affect our
business,  including, without limitation, the disclosures made under the caption
"Management's Discussion and Analysis or Plan of Operation." All references to a
fiscal year are to our fiscal year, which ends December 31.

RESULTS OF OPERATIONS

Sales during the first quarter ended March 31, 2000  increased 23% to $1,682,304
compared to sales of $1,365,280 for the same period in 1999. We believe that the
increase in sales was  primarily due to an increase in sales of our new DSL Test
Equipment units, which were introduced during the fourth quarter of 1999.

Cost of sales for the first  quarter of $800,795  (or 47.6% of sales)  increased
compared to the $678,467 (or 49.7% of sales) during the same period in 1999. The
increase in our profit  margin  percentage  was  primarily a function of product
mix.

Selling,  general  and  administrative  costs for the first  quarter of $467,468
increased  by  $36,783  from  $430,685  during the first  quarter  of 1999.  The
increase  during the first quarter was due primarily to expenses  related to our
subsidiary,  Nextday.com,  totaling  $150,307  partially  offset by cost cutting
measures  implemented  by us during  1999.  We believe  that our  investment  in
Nextday.com will have a greater impact on sales beginning in 2001.

Research and  development  expenses for the first quarter of $131,811  increased
slightly, compared to $129,119 during the same quarter in 1999. During the first
quarter,  we  continued  the  development  of our USB product line and expect to
introduce  our first USB product  during the third  quarter of 2000.  During the
first quarter,  we began development of a multi-line wire line simulator,  which
can  simulate up to 16 local loops up to 18,500 feet each.  We believe  this new
product will  broaden our DSL product line and enable us to be more  competitive
in the marketplace.

Interest income increased to $4,815 during the first quarter of 2000 compared to
$4,682 for the same period in 1999.  This slight increase in interest income was
due primarily to higher  levels of cash on deposit.  During the first quarter of
2000,  we had rental  income of $12,049,  which was in line with the  comparable
quarter of 1999.

The effective tax rate in first quarter of 2000 was 38.7%,  compared with 39.7 %
in same quarter in 1999.

The net earnings of $166,958 or $.10 diluted per share for the first  quarter of
2000 increased 144% compared to the net earnings of $68,376 or $.05 per share in
the same quarter in 1999. The increase in  profitability is due primarily to the
increase in sales during the first quarter of 2000.

<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating  activities  for the three months ended March 31,
2000 was $220,175  compared to net cash  provided of $141,891 in the same period
of 1999. This change is due primarily to an increase in net earnings.

Working  capital  increased  as of March  31,  2000 by  $66,154  to  $2,333,111,
compared with  $2,266,957  from December 31, 1999. The current ratio as of March
31, 2000 increased to 4.7:1 compared to 4.4:1 as of December 31, 1999.

We have an agreement with a financial institution, expiring June 30, 2001, which
provides  us with a line of  credit  of up to  $500,000  based  on our  eligible
accounts  receivable  and purchased  components and materials and finished goods
inventories  , as defined in the  agreement.  Further,  the  agreement  contains
certain  financial  covenants  which  require us to maintain a minimum  level of
tangible net worth and places  limitations on the ratio of our total debt to our
tangible net worth,  as defined in the agreement.  Borrowings  under the line of
credit bear interest at the bank's  specified prime rate plus .75%. There was no
outstanding indebtedness under the line of credit as of March 31, 2000.

In January 1999, we secured an additional reducing revolving line of credit from
the same  institution  that  provides for initial  borrowings up to a maximum of
$1,000,000.  Availability  under the reducing revolving line of credit decreases
by  approximately  $11,900  per  month  and  the  line  expires  January,  2006.
Borrowings  under this loan  agreement  bear  interest at the 30-Day  Commercial
Paper Rate plus 2.90%. Net borrowings under this line of credit totaled $226,846
at March 31, 2000.

We  believe  that  cash  generated  by our  operations,  current  cash  and cash
equivalents, and the line of credit should supply the cash resources to meet our
cash needs for at least the next 12 months.


<PAGE>

PART II -- OTHER INFORMATION

Item 1.           Legal Proceedings

         Not applicable.

Item 2.           Changes in Securities

         Not applicable.

Item 3.           Defaults Upon Senior Securities

         Not applicable.

Item 4.           Submission 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

         None



<PAGE>
                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

TELEBYTE, INC.



By:      __________\s\_________________
         Kenneth S. Schneider
         Chairman of the Board
         (Principal Executive Officer)


By:      ___________\s\________________
         Michael Breneisen, President
         (Principal Financial and Accounting Officer)


Date:    May 15, 2000