UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                                   
                        WASHINGTON, D.C.  20549
                                   
                              FORM 10-QSB/A
                                   
           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF THE SECURITIES AND EXCHANGE ACT OF 1934
                For the Quarter ended December 31, 1996
                      Commission File No. 0-12116
                                   
                      ComTec International, Inc.
            (Name of Small Business Issuer in its charter)


     New Mexico                                   75-2456757
     (State or other jurisdiction of        (I.R.S. Employer
     incorporation or organization       Identification No.)



               10855 E. Bethany Drive, Aurora, CO  80014
               (Address of principal executive offices)
                                   
                            (303) 743-7983
            (IssuerOs Telephone Number Including Area Code)
                                   
                                   
                                   
                     Common Stock, $.001 par value
                           (Title of Class)
                                   
                                   
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
                                   
                                   
              ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                      DURING THE PAST FIVE YEARS
                                   
Check  whether the issuer has filed all documents and reports required
to  be filed by Sections 12,13 or 15(d) of the Exchange Act after  the
distribution of securities under a plan confirmed by a court.
                                   
                            Yes  __   No X
                                   
                                   
Indicate  the  number of shares outstanding of each  of  the  issuerOs
classes  of  common equity, as of the close of the period  covered  by
this report:
                                   
          47,726,683 Shares of Common Stock ($.001 par value)

TABLE OF CONTENTS

FORM 10-QSB REPORT - FOR QUARTER ENDED DECEMBER 31, 1996

ComTec International, Inc.

PART I

  Item 1.Financial Statements                                         1
  Item 2.ManagementOs Discussion and Analysis or Plan of Operation    1

PART II

  Item 1.Legal Proceedings                                            5
  Item 2.Change in Securities                                         6
  Item 3.Defaults Upon Senior Securities                              7
  Item 4.Submission of Matters to a vote of Security Holders          8
  Item 5.Other Information                                            8
  Item 6.Exhibit  and Reports on Form 8-K                             8

SIGNATURE PAGE                                                        9

INDEX TO THE FINANCIAL STATEMENTS                                    10



                         COMTEC INTERNATIONAL
                   (A Development Stage Enterprise)
                                   
                      Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                              June 30,     December 31,
                                                1996          1996
                                                           (Unaudited)
<S>                                             <C>             <C>
                               Assets
Current assets                                             
 Cash                                        $ 27,482      $   26,062
 Office receivable                             25,446          54,435
 Prepaid expenses                               1,610           6,850
  Total current assets                         54,538          87,347
                                                           
Property and equipment, net                 2,149,633       2,040,235
                                                           
Other assets                                               
 Deposits and other                            97,904         125,044
 License rights                                75,000       1,944,500
                                              172,901       4,014,044
                                                           
Total assets                               $2,377,075      $4,197,126
                                                           
                Liabilities and Stockholders' Equity                               
Current liabilities                                        
 Accounts payable                          $  206,086      $  433,667
 Accrued payroll officer                       31,000          61,000
 Other accrued expenses                       258,584         491,635
 Short-term notes payable                     236,182         135,866
 Current portion of long-term note            622,835         620,000
  Total current liabilities                 1,354,687       1,742,168
                                                           
Long-term debt                                344,584         353,286
                                                           
Interest in preferred stock of subsidiary     172,720         172,720
                                                           
Stockholders' equity                                       
 Series A convertible preferred               420,000         420,000
 Series C convertible preferred                    -          397,000
 Common stock, .011 par value                  41,299          46,860
 Additional paid-in capital                 6,148,899       8,088,504
 Prepaid media agreements                  (1,300,000)     (1,300,000)
 Stock held in escrow                      (1,225,000)     (1,225,000)
 Deficit accumulated during development                    
  stage                                    (3,580,114)     (4,498,412)
  Total stockholders' equity                  505,084       1,928,952
                                                           
                                          $ 2,377,075      $4,197,126

</TABLE>


                         COMTEC INTERNATIONAL
                   (A Development Stage Enterprise)
                                   
                 Consolidated Statement of Operations
<TABLE>
<CAPTION>

                                 Three Months Ended         Six Months Ended
                                   1995       1996            1995       1996
                              (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited)
<S>                                <C>          <C>          <C>          <C> 
Revenue                                                        
 Rental and other income       $ 113,500    $     -      $ 211,917     $  69,551
 Gain on disposition                 -          59,789          -         59,789
  Total                          113,500        59,789     211,917       129,340
                                                               
Cost of sales                                                  
 Contract labor                    2,212          -         19,493           -
 Production costs                 28,785          -         58,964           -
  Total                           30,997          -         78,457           -
                                                               
Gross profit                      82,503        59,789     133,460       129,340
                                                               
Expenses                                                       
 General and administrative      326,931       706,201   1,307,922     1,022,686
 Management fees                      -            -           -          15,328
 Interest                             -          9,624         -           9,624
  Total                          326,931       715,825   1,307,922     1,047,638
                                                               
Net income (loss)             $ (244,428)   $ (656,036) $(1,174,462) $ (918,298)
                                                               
Weighted average common                                        
 shares outstanding           11,229,000    44,512,969   11,229,000  44,512,969
                                                               
Net loss per share            $     (.03)  $      (.02) $     (.10) $     (.02)
</TABLE>

                         COMTEC INTERNATIONAL
                   (A Development Stage Enterprise)
                                   
                 Consolidated Statement of Cash Flows

<TABLE>
<CAPTION>
                                                     Six Months Ended
                                                        December 31,
                                                     1996         1995
                                                 (Unaudited)     (Unaudited)
                                                           
<S>                                                  <C>              <C>
Operating activities                                       
 Net loss                                         $ (918,298)   $ (1,174,462)
 Adjustments to reconcile net loss to net                   
  cash used by operating activities
  Depreciation expense                               142,366          56,973
  Services exchanged for stock                            -          568,405
  Changes in assets and liabilities                        
   Accounts receivable                               (28,989)        (19,560)
   Prepaid interest                                   (5,240)         14,248
   Accounts payable and accrued expenses             490,632         424,035
                                                     598,769       1,044,101
     Net cash used in operating                            
      activities                                    (319,529)       (130,361)
                                                           
Investing activities                                       
 Purchase of property, plant and                           
  equipment and trade name                           (32,968)       (118,297)
 Restricted cash                                          -          (25,044)
 Decrease in note receivable                              -           20,711
 Management contracts                             (1,869,500)        (75,000)
 Cash paid in acquisition of net cash                      
  purchased                                               -          (14,964)
 Other                                            (1,971,640)            -
     Net cash used in investing                            
      activities                                  (3,874,108)       (212,594)
                                                           
Financing activities                                       
 Advances from related party                              -              -
 Proceeds from common stock and preferred                  
  stock                                            4,286,666         256,363
 Payments on note payable                           (100,316)         78,030
 Payments on long-term notes payable                   5,867         (10,345)
     Net cash provided by financing                        
      activities                                   4,192,217         324,048
                                                           
Increase in cash                                      (1,420)        (18,907)
                                                           
Beginning cash balance                                27,482          21,735
                                                           
Ending cash balance                                $  26,062       $   2,828
</TABLE>                                                           

PART I

ITEM 1.   FINANCIAL STATEMENTS See F-1 to F-4

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

(a) Plan of Operation:

      On  May, 10, 1995, The Company's strategic business plan changed
from   gaming   and  transportation  to  wireless  telecommunications.
Initially,  the  Company's emphasis has been conducted  as  a  holding
company of various telecommunication businesses.

      On  December  3,  1996,  the Company created  American  Wireless
Network,  Inc., a wholly-owned subsidiary to execute a  business  plan
concentrating  on  developing Specialized Mobile Radio  (SMR)  systems
through  new  construction  of  radio  channels  and  acquisitions  of
operating  SMR  companies. To date, American  Wireless  Network,  Inc.
(AWN) has constructed 184 SMR 800Mhz channels and is under contract to
construct  an additional 1,250 channels over the next two  years.  AWN
intends  to  acquire two operating companies by March  31,  1997.  AWN
operates  as  a  totally independently managed company with  itOs  own
Board of Directors and Officers. AWN common stock owned by the Company
is controlled through a voting trust.

      The  Company  has a signed letter of intent to acquire  a  long-
distance  telecommunication business by March 31, 1997. This  business
concentrates  on  prepaid  calling cards, long-distance  domestic  and
international  reseller service and other land-line  telecommunication
services.  Once acquired, it is intended that this business unit  will
operate as a wholly owned subsidiary.

      The Company is continuing to move forward with the acqusition of
a  61%  majority interest in Network Teleports, Inc. (ONTIO).  NTI  is
currently  broadcasting  television and cable programming  along  with
other data and transmission services via satellite uplink from its hub
located  in  New  Orleans,  Louisiana.  Pursuant  to  the  acquisition
agreement  this  transaction  is  valued  at  $915,000.  The  purchase
payments  are being held in escrow pending final FCC approval  of  the
transaction  and final due diligence review. The Company expects  this
transaction to close in calendar year 1997 pending the outcome of  the
CompanyOs due diligence review.

(b)  Management's Discussion and Analysis of Financial  Condition  and
Results of Operations.

Results of Operations

      The  Company's strategic business plan is highly dependent  upon
acquiring  operating  communication  companies  and  in  creating  new
companies  to  take  advantage of opportunities in  the  communication
industry.

      This strategy is highly dependent upon having adequate funds to,
1).  acquire  operating telecommunication companies, 2).  develop  new
companies  in the telecommunications industries, 3). attract qualified
employees  to  oversee  and operate these businesses  and  4).  expand
existing  companies with new expansion capital. To date,  the  Company
has  used  cash and its own Common and Preferred Stock to acquire  SMR
assets,   start  the  process  to  acquire  operating  companies   and
supplement the expansion of its management and support operations.

      The  Company  is  currently  in discussions  with  one  or  more
companies   for  private  and/or  public  debt  and  equity  financing
package(s). In September 1996, the Company started to raise a  minimum
of  $1  million  ($5  million  maximum  offering)  through  a  private
placement. This offering expired in December with no units being sold.
Series  B  Preferred  Stock were authorized in  connection  with  this
offering with no shares issued and outstanding.

      On  October 23, 1996, the Company obtained a firm commitment  to
underwrite a $25 million debt and a $15 million common stock secondary
offering.  Although the Company will endeavor to finance  its  working
capital needs through additional debt or equity financing, there is no
assurance  that  any financing will utimately be sold  in  the  public
markets.  In addition, any debt financing may require the  Company  to
mortgage,  pledge  or  hypothecate  its  assets.  Furthermore,  as  of
December  31, 1996, the Company was in default covering certain  notes
payable  and short term notes and there is no guarantee that  even  if
the future debt or equity financing is secured future defaults can  or
will be cured.

      As of the date of this filing, the Company has authorized Series
B  Preferred Stock, stated value $5.00, in connection with the private
placement  and  authorized  and  issued  39,767  shares  of  Series  C
Preferred Stock with a stated value of $10.00 in connection  with  the
DCL options acquired per the closing agreement dated August 6, 1996.

      During quarter ended December 31, 1996, the Company continued as
a development stage enterprise. The Company's financial statements are
therefore not indicative of anticipated revenues which may be attained
or  expenditures  which  may be incurred  by  the  Company  in  future
periods.  The  Company's  plan  to achieve  profitable  operations  is
subject to the validity of its assumptions and risk factors within the
telecommunication industry and pertaining to the Company.

Quarter Ended December 31, 1996.

      As  of   December  31, 1996, $35,000 consisting of a  short-term
note  due  Phillips  Energy  Corp. due Local  Service  Corp,  were  in
dispute. As of the date of this filing, the Company has agreed to  pay
$45,000  consisting  of principal and accrued interest  to  date.  The
first  two installments under this agreement were paid as of the  date
of this filing.

      At   December  31, 1996, the Company records indicated an issued
and  outstanding  common  stock  balance  of  46,859,625  shares  with
shareholder  equity  of  $468,596.   As  of  that  date,  $420,000  of
preferred  shares had been authorized and issued, but are  being  held
pending  the  outcome  of the Company's counter claims  against  Local
Service   Corp.,  International  Corporate  Development  LTD,  Premier
Financial  Services,  Inc.,  Phillips  Energy  Corporation,  and   the
individuals: John Watson, Frank Grey, and Bob Laventhal. (see Part  11
Item 1. LEGAL PROCEEDINGS).

Quarter December 31, 1995.

     Prior to May 10, 1995, the Company's only activity was attempting
to   execute   the  business  plans  in  the  areas  of   gaming   and
transportation. These business plans failed during this period.

      For  the quarter ending December 31, 1995 the CompanyOs incurred
general and administrative expenses of $173,418, a 330% increase  from
the  same period during fiscal 1994. The majority of these costs  were
related  to  the  acquisition and operation of John Sandy  Production,
Inc. and increased operational costs directly related to the Company's
continued  business plan activities in the wireless  telecommunication
industry.  No  significant items were recorded  in  the  three  months
ending December 31, 1995.

      On  July  26, 1995, the Company acquired John Sandy Productions,
Inc..  John  Sandy  Productions, Inc.(OJSPO),  accordingly,  comparing
results  of  operations from 1994 to 1995 are not indicative  of  like
operations during these periods.

      At   December  31, 1995, the Company records indicated an issued
and  outstanding  common  stock  balance  of  36,001,308  shares  with
shareholder  equity  of  $360,013.   As  of  that  date,  $420,000  of
preferred  shares had been authorized and issued, but are  being  held
pending  the  outcome  of the CompanyOs counter claims  against  Local
Service   Corp.,  International  Corporate  Development  LTD,  Premier
Financial  Services,  Inc.,  Phillips  Energy  Corporation,  and   the
individuals: John Watson, Frank Grey, and Bob Laventhal. (see Part  11
Item 1. LEGAL PROCEEDINGS).


Part II

ITEM 1.   LEGAL PROCEEDINGS

      Local Service Corporation vs. ComTec International, Inc..   This
suit  (the  "Receivership Action") was filed in December 1995  in  the
District   Court  for  Arapahoe  County,  Colorado.    Local   Service
Corporation, the former owner of the Company's building  at  10855  E.
Bethany  Drive in Aurora, Colorado (the "Company's Building"),  sought
the  appointment  of  a receiver for the Company, dissolution  of  the
Company,  and  an  inspection  of the  Company's  books  and  records.
Plaintiffs' claims were based upon alleged illegal and fraudulent acts
on  the  part of the Company's management in encumbering the Company's
real   estate   without   consideration  and   corporate   waste   and
mismanagement.   On  January  4, 1996,  the  court  entered  an  order
appointing John Watson as receiver.  On January 12, 1996, upon  motion
filed  by  the  Company, the court vacated the  order  appointing  the
receiver  and ordered the receiver not to interfere with the Company's
business.   On March 6, 1996, the Company filed counterclaims  against
Local  Service Corporation, International Corporate Development  Ltd.,
Premier  Financial  Services, Inc., Phillips Energy Corporation,  John
Watson,  Frank  Grey,  and  Bob Laventhal.   The  Company  is  seeking
undetermined  monetary damages for actions of this group arising  from
their attempt to seize control of the Company.  This case is scheduled
for a jury trial in September 1997.

The  following suits involve individuals or companies who participated
in or encouraged the Receivership Action against the Company:

     Premier  Financial Services, Inc. vs. ComTec International,  Inc.
     and  Keystone Holding Corp.  This suit was filed on September 30,
     1996,  in  the District Court for the City and County of  Denver,
     Colorado.   Premier  Financial Services, Inc.  alleges  that  the
     Company breached the terms of a consulting agreement pursuant  to
     which Premier was to receive certain compensation for finding  an
     acquisition  for  Keystone  Holding  Corp.    An  answer  is  due
     November 5, 1996.
     
     Wayne  Johnson  vs.  Key Communications Group,  Inc.  and  ComTec
     International, Inc.  This suit was filed on September 30, 1996 in
     the  District Court for the City and County of Denver,  Colorado.
     Wayne  Johnson  alleges nonpayment of a promissory  note  in  the
     principal  amount  of $40,000 plus interest.  An  answer  is  due
     November  5, 1996.  The Company proposes to claim that an  offset
     is  due  the Company based on a signed employment agreement  with
     Mr. Johnson.
     
     Gayle  A.  Couture vs. Key Communications Group, Inc. and  ComTec
     International, Inc.  This suit was filed on September 30, 1996 in
     the  District Court for the City and County of Denver,  Colorado.
     Gayle  Couture  alleges nonpayment of a promissory  note  in  the
     principal  amount of $8,300.95 plus interest.  An answer  is  due
     November  5, 1996.  The Company proposes to claim that an  offset
     is  due  the Company based on a signed employment agreement  with
     Ms. Couture.
     
     Phillips  Energy Corp. vs. ComTec International, Inc.  This  suit
     was  filed  on September 30, 1996 in the District Court  for  the
     City  and  County  of  Denver, Colorado.  Phillips  Energy  Corp.
     alleges  nonpayment of a promissory note in the principal  amount
     of $35,000 plus interest.  An answer is due November 5, 1996.
     
     Wayne  Johnson vs. Donald Mack.  This suit was filed on September
     30, 1996 in the District Court for the City and County of Denver,
     Colorado.   Wayne  Johnson claims for unpaid wages  for  services
     performed.  An answer is due November 5, 1996.
     
     Gayle  A.  Couture  vs.  Donald Mack.  This  suit  was  filed  on
     September 30, 1996 in the District Court for the City and  County
     of  Denver, Colorado.  Gayle Couture claims for unpaid wages  for
     services performed.  An answer is due November 5, 1996.
     
     ComTec  International, Inc. d/b/a ComTec Holding  Corp.  vs.  Tim
     Degarmo, DBI Design Builders, LLC and all other occupants.   This
     suit  was  filed  on  April 19, 1996 in the  District  Court  for
     Arapahoe  County, Colorado.  The Company initiated the action  to
     evict  DBI  Builders  for  nonpayment  of  rent.   DBI  was   the
     contractor for the tenant finish work performed on the  Company's
     Building  and it counterclaimed for $27,000, allegedly  owed  for
     tenant  finish  work.  The  Company  then  filed  a  counterclaim
     alleging  that  DBI's  failure to obtain a  construction  permit,
     shoddy workmanship, and nonpayment of DBI's subcontractors.   The
     Company  and  Donald  Mack have also filed a  claim  against  Tim
     Degarmo  for  defamation.  This suit is  schedule  for  trial  on
     October 20, 1997.

Other suits involving the Company are:

     Shamrock  Electric  Co. vs. Nattem U.S.A. Incorporated;  Keystone
     Holding  Corp.;  ComTec  International; Tim  Degarmo  T.B.A.  DBI
     Construction  a/k/a  DBI Design Builders a/k/a  Carlton  Builders
     Inc.;  David L. Terry; Celia M. Terry; Local Service Corporation;
     Spelman  Mortgage  and  Investment  Company;  Kansas  City   Life
     Insurance Company; Sunset Life Insurance Company of America;  Key
     Communications  Group;  Golesh Door  &  Trim,  Inc.;  Roberta  F.
     Gillis,  Public  Trustee  of Arapahoe County,  and  any  and  all
     occupants.  This suit was filed in April 16, 1996 in the District
     Court  for Arapahoe County, Colorado.  This is a mechanic's  lien
     action  seeking  payment  for  work performed  on  the  Company's
     Building in the approximate amount of $13,000.  Kansas City  Life
     Insurance  Company  and  Golesh  Door  &  Trim,  Inc.  have  each
     counterclaimed  and  filed  for  judicial  foreclosure   on   the
     Company's  Building.  Not all of the parties  have  responded  in
     this  action.   No  trial  date has been  set.   The  Company  is
     attempting to cure the defaults to stop the foreclosure action.
     
     Sunset  Life  Insurance Company of America vs. CTI  Real  Estate,
     Inc.  This suit was filed in September 1996 in the District Court
     for  Arapahoe  County, Colorado.  Sunset Life  Insurance  Company
     seeks  the  appointment  of a receiver to  manage  the  Company's
     Building.   The court has directed that this suit be consolidated
     with the action filed by Shamrock Electric Co.

     Except for the foregoing, no material legal proceedings, to which
the  Company  is  a party or to which the property of the  Company  is
subject, is pending or is known by the Company to be contemplated.

ITEM 2.   CHANGE IN SECURITIES. NONE

ITEM3.    DEFAULTS UPON SENIOR SECURITIES. NONE

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. NONE

ITEM 5.   OTHER INFORMATION
 
 (a)  CHANGES IN BOARD MEMBERS AND OFFICERS
 
           On  November 22 1996, Kelsey T. Kennedy resigned  as  Chief
     Financial Officer of the Company. There was no disagreement  with
     Kelsey  T.  Kennedy  on  any manner of  accounting  principle  or
     practice,  financial  statement disclosure, scope  or  procedure,
     which  disagreement, if not resolved to the satisfaction of  this
     officer,  would have caused him to make reference to the  subject
     matter in connection with its report.
 
           On  December  31, 1996, Mitchell B. Chi resigned  as  Chief
     Financial  and  Operating Officer and  member  of  the  Board  of
     Directors of the Company. There was no disagreement with Mitchell
     B.  Chi  on  any  manner  of accounting  principle  or  practice,
     financial  statement disclosure, scope or procedure,  operational
     issues  and public disclosure which disagreement, if not resolved
     to  the  satisfaction of this officer, would have caused  him  to
     make  reference  to  the subject matter in  connection  with  its
     report. Mr. Chi was hired by American Wireless NetworkOs as Chief
     Operating  and Finance Officer on January 1, 1997 and elected  to
     the  Board  of  Directors of American Wireless Network,  Inc.  on
     December 3, 1996.
     
           On  December  31, 1996, Donald O. Smith resigned  as  Chief
     Technology Officer of the Company. There was no disagreement with
     Donald O. Smith on any operational or technology issues or public
     disclosure   which   disagreement,  if  not   resolved   to   the
     satisfaction  of  this officer, would have  caused  him  to  make
     reference  to the subject matter in connection with  its  report.
     Mr.  Smith  was  hired by American Wireless  NetworkOs  as  Chief
     Technology  Officer on January 1, 1997, elected to the  Board  of
     Directors of American Wireless Network, Inc. on December 3,  1996
     and appointed to the Company's Voting Trust for American Wireless
     Network on February 7, 1997.

ITEM 6.   EXHIBITS AND REPORTS

(a) & (b) Financial Statements and Schedules.  See Index to Financial
Statements beginning on page 7.

(c)   Exhibits.  The following documents are filed herewith or
incorporated herein by reference as Exhibits:

Exhibits

2.0 Acquisition of John Sandy Productions, Inc. dated July 26, 1995.
     (1).

2.1 Acquisition Agreement between the Company and DCL Associates
     dated April 29, 1996. (1).

2.2 Letter of Intent between the Company and Telecosm dated May 31,
     1996. (1).

2.3 Acquisition Agreement between the Company and Commercial
     Communications, Inc. dated January 3, 1996. (1).

3.0 Articles of Incorporation of the Company. (incorporated by
     reference to Exhibit 3.1 to the CompanyOs Form S-1 Registration
     Statement No. 82-88530 dated December 20, 1983).

3.1 By-laws. (incorporated by reference to Exhibit 3.2 to the
     CompanyOs Form S-1 Registration Statement No. 82-88530 dated
     December 20, 1983).

4.0 Certificate of Designation of Series A Preferred Shares. (1)

4.1 Certificate of Designation of Series B Preferred Shares. (1)

4.2 Certificate of Designation of Series C Preferred Shares. (1)

10.01    Form of Employment Agreement between the Company and its
     officers. (1)

11  Not Applicable.

15  Not Applicable.

18  Not applicable.

19  Not applicable.

22  Not Applicable.

23  Not Applicable.

24  Not applicable .

d)   The Company filed the following reports on Form 8-K:

          August 14, 1996

          September 12, 1996
_____________

(1) Incorporated by reference to the CompanyOs Form 10-KSB as of June
30, 1996



SIGNATURES


Pursuant to the requirements of the Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this
report signed on its behalf by the Undersigned, thereunto duly
authorized.

COMTEC INTERNATIONAL, INC.

Date:   November 1, 1996          By:    /s/ Donald G. Mack
                                  Donald G. Mack, President and
                                  Chief Executive Officer

                                  By:    /s/ Gordon Dihle
                                  Gordon Dihle
                                  Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the
Company and in the capacities and on the dates indicated.

Signature                Title                         Date


/s/ Donald G. Mack            Director            February 20, 1997
Donald G. Mack


/s/ Thomas Moscariello        Director            February 20, 1997
Thomas Moscariello


/s/ Robert Clauson            Director            February 20, 1997
Robert Clauson