FORM 10-Q - QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
                                  ACT OF 1934

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

|X|  QUARTERLY REPORT UNDER SECTION 13 or 15 (d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934 
                For the quarterly period ended November 30, 1996

|_|  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

               For the transition period from_______ to__________

                          Commission file number 1-9312


                            AMERICAN LIST CORPORATION
             (Exact name of Registrant as specified in its charter)


            Delaware                                      11-2050322
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)



                  330 Old Country Road, Mineola, New York 11501
                    (address of principal executive offices)

                                 (516) 248-6100
              (Registrant's telephone number, including area code)


Indicate by check whether the Registrant  (1) has filed all reports  required to
be filed by Section 13 or 15 (d) of the  Exchange  Act during the  preceding  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___

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDING DURING THE PRECEDING FIVE YEARS

Indicate  by check  whether  the  registrant  filed all  documents  and  reports
required  to be filed by Section 12, 13 or 15(d) or the  Exchange  Act after the
distribution of securities under a plan confirmed by a court. Yes_X_  No ___

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock,  as of the latest  practicable  date:  4,466,678  shares of Common
Stock, $.01 par value, as of January 3, 1997.


<PAGE>




                            AMERICAN LIST CORPORATION

                                    FORM 10-Q


                                      Index


PART I. FINANCIAL INFORMATION

Item 1. Unaudited Financial Statements

        Consolidated Balance Sheets at November 30, 1996 and February 29, 1996

        Consolidated  Statements of Earnings for the three and nine months ended
          November 30, 1996 and 1995

        Consolidated Statement of Stockholders' Equity for the nine months ended
          November 30, 1996

        Consolidated Statements of Cash Flows for the nine months ended November
          30, 1996 and 1995

        Notes to Consolidated Financial Statements

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations


PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Item 2. Changes in Securities

Item 3. Defaults upon Senior Securities

Item 4. Submission of Matters to a Vote of Security Holders

Item 5. Other Information

Item 6. Exhibits, Lists and Reports on Form 8-K


SIGNATURE


                                       2
<PAGE>



PART I. FINANCIAL INFORMATION

Item 1. UNAUDITED FINANCIAL STATEMENTS

                            AMERICAN LIST CORPORATION

                           CONSOLIDATED BALANCE SHEETS

                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                 November 30,  February 29,
                                                                     1996           1996
                                                                     ----           ----
             ASSETS
<S>                                                              <C>           <C>        
Current assets:
     Cash and equivalents                                        $ 2,759,791   $ 3,611,609
     Marketable securities                                         7,160,088     7,775,051
     Trade accounts receivable, net                                4,762,714     5,781,175
     Unamortized costs of lists                                      802,408       869,899
     Prepaid income taxes                                          1,125,206       192,152
     Prepaid expenses and other                                       66,077       127,380
                                                                 -----------   -----------
         Total current assets                                     16,676,284    18,357,266


Property and equipment, at cost
 (less accumulated depreciation of $1,014,214 and $845,121)
                                                                     549,698       461,445
Deferred license cost, net of accumulated amortization             2,538,283     2,790,369
Unamortized costs of lists                                           496,496       494,200
Other assets                                                         378,883       406,792
                                                                 -----------   -----------
                                                                 $20,639,644   $22,510,072
                                                                 ===========   ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Current portion of long-term debt                           $   367,413   $   445,645
     Accounts payable                                                246,624       240,973
     Accrued pension and profit-sharing contribution                 195,000       202,773
     Accrued salaries                                                301,964       270,564
     Accrued expenses                                                149,719       239,553
                                                                 -----------   -----------
         Total current liabilities                                 1,260,720     1,399,508


Long-term debt                                                     1,546,817     1,893,264

Stockholders' Equity:
     Common stock, par value $.01 per share;
        Authorized - 20,000,000 shares; issued and outstanding
        4,466,678 and 4,541,403 shares, respectively                  44,667        45,414
     Additional paid-in-capital                                    4,174,899     6,459,011
     Unrealized gain on marketable securities                         13,774         4,687
     Retained earnings                                            13,598,767    12,708,188
                                                                 -----------   -----------
                                                                  17,832,107    19,217,300
                                                                 -----------   -----------
                                                                 $20,639,644   $22,510,072
                                                                 ===========   ===========
</TABLE>


                                       3
<PAGE>




                            AMERICAN LIST CORPORATION

                       CONSOLIDATED STATEMENTS OF EARNINGS

                                   (Unaudited)





<TABLE>
<CAPTION>
                                         Three months ended              Nine months ended
                                            November 30,                    November 30,
                                            ------------                    ------------
                                                                                                
                                        1996            1995            1996            1995
                                        ----            ----            ----            ----

<S>                                <C>             <C>             <C>             <C>         
Revenues                           $  4,596,859    $  4,773,790    $ 13,439,708    $ 13,221,531
                                   ------------    ------------    ------------    ------------

Costs and expenses:
   Cost of operations                   612,703         653,168       2,331,225       2,025,687
   Selling, general and
     administrative expense           1,179,876       1,196,433       3,465,853       3,252,192
                                   ------------    ------------    ------------    ------------
                                      1,792,579       1,849,601       5,797,078       5,277,879
                                   ------------    ------------    ------------    ------------

Operating income                      2,804,280       2,924,189       7,642,630       7,943,652

Investment income                        94,719         122,619         301,645         361,478
Interest expense                        (35,329)        (43,166)       (118,383)       (141,477)
                                   ------------    ------------    ------------    ------------

   Earnings before provision for
     income taxes                     2,863,670       3,003,642       7,825,892       8,163,653

Provision for income taxes            1,060,000       1,093,000       2,904,000       3,045,000
                                   ------------    ------------    ------------    ------------

   Net earnings                    $  1,803,670    $  1,910,642    $  4,921,892    $  5,118,653
                                   ============    ============    ============    ============


Net earnings per common share      $       0.41    $       0.42    $       1.10    $       1.13
                                   ============    ============    ============    ============

Average shares outstanding            4,448,110       4,540,592       4,470,179       4,542,742
                                   ============    ============    ============    ============
</TABLE>



                                       4
<PAGE>


                            AMERICAN LIST CORPORATION

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                       Nine months ended November 30, 1996

                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                        Unrealized
                                                                         Additional      Gain on
                                                                           paid-in       marketable     Retained
                                           Shares          Amount          capital       securities      earnings         Total
                                           ------          ------          -------       ----------      --------         -----

<S>                                       <C>          <C>             <C>             <C>             <C>             <C>         
Balance at March 1, 1996                  4,541,403    $     45,414    $  6,459,011    $      4,687    $ 12,708,188    $ 19,217,300

Issuance of common stock
 in connection with exercise of
stock options
                                             35,275             353         482,797                                         483,150

Purchase and retirement
 of treasury stock
                                           (110,000)         (1,100)     (2,766,909)                                     (2,768,009)

Cash dividends declared
on common stock - $.90 per share
                                                                                                         (4,031,313)     (4,031,313)

Unrealized gain on
marketable securities                                                                         9,087                           9,087

Net earnings for the period                                                                               4,921,892       4,921,892
                                       ------------    ------------    ------------    ------------    ------------    ------------

Balance at November 30, 1996              4,466,678    $     44,667    $  4,174,899    $     13,774    $ 13,598,767    $ 17,832,107
                                       ============    ============    ============    ============    ============    ============
</TABLE>



                                       5
<PAGE>




                            AMERICAN LIST CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                     Nine months ended
                                                                        November 30,
                                                                        ------------
                                                                     1996          1995
                                                                     ----          ----
<S>                                                              <C>            <C>        
Cash flows from operating activities

         Net earnings for the period                             $ 4,921,892    $ 5,118,653
         Adjustments to reconcile net earnings to net cash
            provided by operating activities
                  Depreciation and amortization                      443,339        386,959
                  Provision for losses on accounts receivable         10,000         10,000
                  Amortization of bond premiums                      162,059        164,931
                  Decrease (increase) in operating assets            201,904       (191,554)
                  Increase (decrease) in operating liabilities       114,765       (112,506)
                                                                 -----------    -----------

                  Net cash provided by operating activities        5,853,959      5,376,483
                                                                 -----------    -----------

Cash flows from investing activities

         Capital expenditures                                       (257,346)      (105,672)
         Sale (purchase) of marketable securities                    467,741       (927,642)
         Acquisition of subsidiary, net of cash acquired                            (69,534)
                                                                 -----------    -----------

         Net cash provided from (used in) investing activities       210,395     (1,102,848)
                                                                 -----------    -----------

Cash flows from financing activities

         Issuance of common stock                                    483,150         62,386
         Cash dividends paid                                      (4,031,313)    (3,188,770)
         Acquisition of common stock for treasury                 (2,768,009)      (516,872)
         Payment of long-term debt                                  (600,000)      (600,000)
                                                                 -----------    -----------

         Net cash used in financing activities                    (6,916,172)    (4,243,256)
                                                                 -----------    -----------

Net increase (decrease) in cash and cash equivalents                (851,818)        30,379

Cash and cash equivalents at beginning of period                   3,611,609      3,196,634
                                                                 -----------    -----------

Cash and cash equivalents at end of period                       $ 2,759,791    $ 3,227,013
                                                                 ===========    ===========
</TABLE>


                                       6
<PAGE>




                            AMERICAN LIST CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                November 30, 1996

                                   (Unaudited)



Note A - Basis of Presentation

     The accompanying  unaudited  financial  statements  reflect all adjustments
     which,  in the opinion of  management,  are of a normal  recurring  accrual
     nature and  necessary  for a fair  statement of the results for the interim
     periods  presented.  These  financial  statements  have  been  prepared  in
     accordance  with the  instructions  to Form  10-Q  and,  therefore,  do not
     include all the  information or note  disclosures  necessary for a complete
     presentation. They should be read in conjunction with the Company's audited
     financial  statements and accompanying  notes which appear in the Company's
     Annual  Report on Form  10-K for the year  ended  February  29,  1996.  The
     results  of  operations  for the  first  nine  months  of the  year are not
     necessarily indicative of the results of operations for the full year.

Note B - Stockholders' Equity

     In May 1996,  the Company  purchased  110,000 shares of its common stock in
     the open market for an aggregate  purchase price of $2,768,009.  The shares
     were retired in August 1996.

     In January 1997, the Company purchased 50,000 shares of its common stock in
     the open market for an aggregate purchase price of $1,209,250.



                                       7
<PAGE>


                            AMERICAN LIST CORPORATION

                                November 30, 1996

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations.

     (Statements in this Form 10-Q that are not  descriptions of historical fact
     are forward-looking statements that are subject to risks and uncertainties.
     Actual results could differ materially from those currently anticipated due
     to a number of factors,  including risks relating to competition;  reliance
     on certain categories of customers; potential government regulation arising
     from privacy  issues;  and other  factors  impacting  the direct  marketing
     industry.)


     Financial Condition

     The Company continues to be in a favorable  financial position and does not
     require outside financing to support its operations.  Working capital as of
     November  30, 1996 and February 29, 1996  amounted to  approximately  $15.4
     million  and $17.0  million,  respectively.  The  Company  has no  material
     commitments for capital expenditures.  Management is, however,  continually
     seeking  possibilities  for additional  expansion into compatible  business
     areas.  The Company  believes that cash and cash equivalents and marketable
     securities  as of  November  30,  1996 in the  approximate  amount  of $9.9
     million  can  provide  adequate  liquidity  for  the  Company's  continuing
     operations  and for such possible  further  expansion. 

     Net cash flows from operating  activities  amounted to  approximately  $5.9
     million and $5.4  million for the nine months  ended  November 30, 1996 and
     1995,  respectively.  The Company  paid regular  quarterly  dividends of 30
     cents  ($.30) per share on May 14,  1996,  August 9, 1996 and  November  8,
     1996. On January 7, 1997, the Company announced a quarterly  dividend of 30
     cents per share  payable on February 6, 1997 to  stockholders  of record on
     January 30, 1997.

     In May 1996,  the Company  purchased  110,000 shares of its common stock in
     the open market for an aggregate  purchase price of $2,768,009.  In January
     1997, the Company  purchased  50,000 shares of its common stock in the open
     market for an aggregate  purchase price of $1,209,250.  Depending on market
     conditions, the Company, may, from time to time, purchase additional shares
     of its common stock.  Further  increases in cash and cash  equivalents  and
     marketable  securities are dependent  upon future  operating  profits,  the
     level of dividends declared by the Board of Directors and further purchases
     of its common stock.


     Results of Operations

     Revenues from operations  decreased  during the three months ended November
     30, 1996 by  approximately  $177,000 (4%) to $4,596,859 from the comparable
     1995 period. This decrease in revenues is primarily attributable to a small
     reduction in sales to certain major  customers.  Revenues  from  operations
     increased during the nine months ended November


                                       8
<PAGE>


                            AMERICAN LIST CORPORATION

                                November 30, 1996


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations.

     Results of Operations (continued)

     30, 1996 by approximately  $218,000 (2%) to $13,439,708 from the comparable
     1995 period.  The actual number of orders  processed during the nine months
     ended November 30, 1996 increased 12% from the comparable 1995 period.  The
     affect  on  revenues  from the  increase  in  orders  processed,  which are
     primarily  smaller  orders,  has been offset by a softening of sales to the
     credit card industry.

     Costs of operations  for the three months ended November 30, 1996 decreased
     by approximately  $41,000 (6%) to $612,703 from the comparable 1995 period.
     As a  percentage  of sales,  costs of  operations  decreased to 13% for the
     quarter ended November 30, 1996 from 14% for the  comparable  1995 quarter.
     This  decrease in costs of operations is primarily due to a shift to higher
     margin sales by the GeoDemX  subsidiary.  Costs of operations  for the nine
     months ended November 30, 1996 increased by approximately $306,000 (15%) to
     $2,331,225 from the comparable 1995 period. As a percentage of sales, costs
     of operations  increased to 17% for the nine months ended November 30, 1996
     from  15% for the  comparable  1995  period.  This  increase  in  costs  of
     operations  is primarily  due to an increase in data  processing  costs and
     royalties due to third parties on certain list rentals.

     Selling,  general and  administrative  expenses  decreased during the three
     months ended November 30, 1996 by approximately  $17,000 (1%) to $1,179,876
     from the comparable 1995 period  primarily due to decreases in compensation
     costs  associated  with  the  modification  of the  President's  employment
     agreement  lowering  his fiscal  1997  salary by  $200,000,  reduced  sales
     bonuses  resulting from the decrease in quarterly  sales and a reduction of
     personnel at the GeoDemX  subsidiary.  Selling,  general and administrative
     expenses  increased  during the nine  months  ended  November  30,  1996 by
     approximately  $214,000 (7%) to $3,465,853  from the comparable 1995 period
     primarily  due to expenses  associated  with the opening of a branch  sales
     office, professional fees and lobbying costs.

     The lobbying costs were incurred in connection  with  legislation  that was
     recently  introduced in Congress which would  require,  among other things,
     parental consent for the sale or rental of lists of children.  The Company,
     along with the industry trade association, various educational institutions
     and numerous other  organizations  have vigorously  opposed the legislation
     and  have  drafted  alternative  language.  The  Company  believes  that if
     legislation  is  reintroduced  when Congress  convenes in January 1997, its
     impact will be less  intrusive than the original  legislation.  As such, it
     cannot be determined what effect,  if any, such  legislation  would have on
     the Company.  The Company incurred lobbying costs of approximately  $60,000
     during  the nine  months  ended  November  30,  1996 and  expects  to incur
     additional costs in the future.


                                       9
<PAGE>




                            AMERICAN LIST CORPORATION

                                November 30, 1996


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations.

     Results of Operations (continued)

     Investment income decreased  approximately $60,000 (17%) to $301,645 during
     the nine months  ended  November 30, 1996 from the  comparable  1995 period
     primarily due to a decrease in the amount of funds available for investment
     and a decrease in interest rates.

     Interest  expense for the nine months ended  November 30, 1996 decreased by
     approximately  $23,000  (16%) to $118,383 from the  comparable  1995 period
     primarily  due  to  a  reduction  in  debt   associated  with  normal  loan
     repayments.



                                       10
<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(a).        Exhibits, Lists and Reports on Form 8-K.

          3.1       Articles of Incorporation as amended to August 31, 1983(1)

          3.1.a     Certificate of Amendment to Articles of Incorporation  filed
                    September 19, 1983(2)

          3.1.b     Certificate of Amendment to Articles of Incorporation  filed
                    September 9, 1987(3)

          3.2       By laws as amended to date (1)

          10.1      Profit-sharing Plan (1)

          10.2      Pension Plan (1)

          10.3      Lease Agreement (4)

          10.4      Stock Option Plan (5)

          10.5      Employment   Agreement   between  the   Registrant  and  Jan
                    Stumacher (6)

          10.6      Employment Agreement, as amended, between the Registrant and
                    Martin Lerner (7)

          10.7      Agreement  of  Sale  and  Purchase  of  Assets  between  the
                    Registrant and GeoDemX Corporation (8)

          22        Subsidiaries of the Registrant (9)

          (1)       Incorporated  by reference to the Annual Report on Form 10-K
                    for the year ended February 28, 1981.

          (2)       Incorporated  by reference to the Annual Report on Form 10-K
                    for the year ended February 29, 1984.
                               
          (3)       Incorporated  by reference to the Annual Report on Form 10-K
                    for the year ended February 29, 1988.


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<PAGE>



          (4)       Incorporated  by reference to the Annual Report on Form 10-K
                    for the year ended February 29, 1992.

          (5)       Incorporated  by reference to the Annual Report on Form 10-K
                    for the year ended February 28, 1993.

          (6)       Incorporated  by  reference  to the  Annual  Report  on Form
                    10-KSB for the year ended February 28, 1994.

          (7)       Incorporated  by  reference  to the  Annual  Report  on Form
                    10-KSB for the year ended February 28, 1995.

          (8)       Incorporated  by reference to the  Quarterly  Report on Form
                    10-Q for the three months ended May 31, 1995

          (9)       Incorporated  by reference to the  Quarterly  Report on Form
                    10-Q for the three months ended August 31, 1995.

          10.8      Database License Agreement dated July 1, 1994

     (b)  Reports on Form 8-K.

          No reports on Form 8-K have been filed  during the three  months ended
          November 30, 1996.


                                       12

<PAGE>





                                    SIGNATURE


     Pursuant to the  requirements  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.

                                                    AMERICAN LIST CORPORATION



Date:  January 13, 1997                             By: /s/ Martin Lerner
                                                       ----------------------
                                                    Martin Lerner, President
                                                    Principal Financial Officer
                                                    and Chief Executive

                                       13