FORM 10-Q - QUARTERLY OR TRANSMITIONAL REPORT




              |X|          QUARTERLY REPORT UNDER SECTION 13 or 15 (d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934 For the quarterly
                           period ended August 31, 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
   incorporation or organization)                            No.)



                  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[ ] 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: 4,432,403 shares of Common
Stock, $.01 par value, as of October 4, 1996.


<PAGE>


                            AMERICAN LIST CORPORATION

                                    FORM 10-Q


                                      Index


PART I.   FINANCIAL INFORMATION

Item 1.   Unaudited Financial Statements

               Consolidated Balance Sheets at August 31, 1996 and 
                    February 29, 1996

               Consolidated Statements of Earnings for the three and six months
                    ended August 31, 1996 and 1995

               Consolidated Statements of Stockholders' Equity for the six
                    months ended August 31, 1996

               Consolidated Statements of Cash Flows for the six months ended
                    August 31, 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


<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.  UNAUDITED FINANCIAL STATEMENTS

                            AMERICAN LIST CORPORATION

                           CONSOLIDATED BALANCE SHEETS

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                       August 31,     February 29,
                                                                         1996             1996    
                                                                      ----------      ----------- 
<S>                                                                   <C>             <C>         
          ASSETS
          ------
Current assets:
   Cash and cash equivalents                                          $  2,962,248    $  3,611,609
   Marketable cash securities                                            6,644,279       7,775,051
   Trade accounts receivable, net                                        4,455,081       5,781,175
   Unamortized costs of lists                                              545,243         869,899
   Prepaid income taxes                                                    908,406         192,152
   Prepaid expenses and other                                               82,269         127,380
                                                                      ------------    ------------
     Total current assets                                               15,597,526      18,357,266

Property and equipment, at cost (less accumulated depreciation of
  $957,476 and $845,121)                                                   601,471         461,445
Deferred license cost, net of accumulated amortization                   2,621,701       2,790,369
Unamortized costs of lists                                                 499,625         494,200
Other assets                                                               398,391         406,792
                                                                      ------------    ------------
                                                                      $ 19,718,714    $ 22,510,072
                                                                      ============    ============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
   Current portion of long-term debt                                  $    360,833    $    445,645
   Accounts payable                                                        230,145         240,973
   Accrued pension and profit-sharing contributions                        330,567         202,773
   Accrued salaries                                                        230,500         270,564
   Accrued expenses                                                        140,013         239,553
                                                                      ------------    ------------
     Total current liabilities                                           1,292,058       1,399,508

Long-term debt                                                           1,553,397       1,893,264

Stockholders' Equity:
   Common stock, par value $.01 per share;
     Authorized 20,000,000 shares; issued and outstanding 4,432,403
     and 4,541,403 shares, respectively                                     44,324          45,414
   Additional paid-in capital                                            3,701,486       6,459,011
   Unrealized gain (loss) on marketable securities                          (6,819)          4,687
   Retained earnings                                                    13,134,268      12,708,188
                                                                      ------------    ------------
                                                                        16,873,259      19,217,300
                                                                      ------------    ------------
                                                                      $ 19,718,714    $ 22,510,072
                                                                      ============    ============

</TABLE>


                                   -3-
<PAGE>





                            AMERICAN LIST CORPORATION

                       CONSOLIDATED STATEMENTS OF EARNINGS

                                   (Unaudited)


<TABLE>
<CAPTION>
                                             Three months ended               Six months ended
                                                 August 31,                      August 31,
                                        ---------------------------       ---------------------------
                                            1996            1995              1996            1995
                                            ----            ----              ----            ----
<S>                                     <C>             <C>               <C>             <C>        
Revenues                                $ 3,740,930     $ 3,117,132       $ 8,842,849     $ 8,447,741
                                        -----------     -----------       -----------     -----------
Cost and expenses:
  Cost of operations                        790,193         701,419         1,718,522       1,372,519
  Selling, general and
   administrative expenses                1,195,766       1,079,979         2,285,977       2,054,759
                                        -----------     -----------       -----------     -----------
                                          1,985,959       1,781,398         4,004,499       3,427,278
                                        -----------     -----------       -----------     -----------

Operating income                          1,754,971       1,335,734         4,838,350       5,020,463

Other income (expense)
 Investment income                          103,593         113,404           206,926         238,859
 Interest expense                           (38,299)        (45,997)          (83,054)        (98,311)
                                        -----------     -----------       -----------     -----------

 Earnings before provision for
  income taxes                            1,820,265       1,403,141         4,962,222       5,161,011

Provision for income taxes                  687,000         531,000         1,844,000       1,953,000
                                        -----------     -----------       -----------     -----------
 Net earnings                           $ 1,133,265     $   872,141       $ 3,118,222     $ 3,208,011
                                        ===========     ===========       ===========     ===========

Net earnings per common share           $      0.26     $      0.20       $      0.70     $      0.71
                                        ===========     ===========       ===========     ===========

Weighted average shares
outstanding                               4,432,403       4,540,305         4,481,093       4,543,805
                                        ===========     ===========       ===========     ===========
</TABLE>


                                      -4-
<PAGE>


                            AMERICAN LIST CORPORATION

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                        Six months ended August 31, 1996

                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                 Unrealized
                                                                 Additional       loss 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                          1,000             10            9,384                                         9,394

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

Cash dividends declared on
common stock - $.60 per share
                                                                                                (2,692,142)     (2,692,142)

Unrealized loss on
marketable securities                                                               (11,506)                       (11,506)

Net earnings for the period                                                                      3,118,222       3,118,222
                                   ---------    -----------     ------------    -----------     ----------    ------------

Balance at August 31, 1996         4,432,403    $    44,324     $  3,701,486    $    (6,819)   $13,134,268    $ 16,873,259
                                   =========    ===========     ============    ===========    ===========    ============
</TABLE>


                                       -5-


<PAGE>



                            AMERICAN LIST CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                         Six months ended
                                                                             August 31,
                                                                    --------------------------
                                                                                          
                                                                        1996          1995
                                                                    ------------   -----------
<S>                                                                 <C>            <C>        
Cash flows from operating activities

     Net earnings for the period                                    $ 3,118,222    $ 3,208,011
     Adjustments to reconcile net earnings to net cash
        provided by operating activities
         Depreciation and amortization                                  295,815        218,231
         Provision for losses on accounts receivable                     10,000         10,000
         Amortization of bond premiums                                  118,324        111,937
         Decrease in operating assets                                   964,181        914,706
         Increase (decrease) in operating liabilities                   152,683       (412,440)
                                                                    -----------    -----------

            Net cash provided by operating activities                 4,659,225      4,050,445
                                                                    -----------    -----------

Cash flows from investing activities

     Capital expenditures                                              (252,381)       (53,710)
     Sale (purchase) of marketable securities                           994,552        (88,609)
     Acquisition of subsidiary, net of cash acquired                                   (67,734)
                                                                    -----------    -----------

            Net cash provided by (used in) investing activities         742,171       (210,053)
                                                                    -----------    -----------

Cash flows from financing activities

     Issuance of common stock                                             9,394         49,668
     Cash dividends paid                                             (2,692,142)    (2,053,677)
     Purchase of treasury stock                                      (2,768,009)      (509,238)
     Payment of long-term debt                                         (600,000)      (600,000)
                                                                    -----------    -----------

              Net cash used in financing activities                  (6,050,757)    (3,113,247)
                                                                    -----------    -----------

Net increase (decrease) in cash and cash equivalents                   (649,361)       727,145

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

Cash and cash equivalents at end of period                          $ 2,962,248    $ 3,923,779
                                                                    ===========    ===========
</TABLE>


                                       -6-

<PAGE>

                            AMERICAN LIST CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 August 31, 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 six 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.


                                      -7-


<PAGE>



                            AMERICAN LIST CORPORATION

                                 August 31, 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 August 31, 1996 and February 29, 1996 amounted to
         approximately $14.3 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 August 31, 1996 in the approximate amount of $9.6 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 $4.7 million and $4.1 million for
         the six months ended August 31, 1996 and 1995, respectively. The
         Company paid regular quarterly dividends of 30 cents ($.30) per share
         on May 14, 1996 and August 9, 1996. On October 2, 1996, the Company
         announced a quarterly dividend of 30 cents per share payable on
         November 8, 1996 to stockholders of record on October 18, 1996. In May
         1996, the Company purchased 110,000 shares of its common stock on the
         open market for an aggregate purchase price of $2,768,009. Presently,
         the Company does not anticipate any further purchases of its common
         stock. However, depending on the 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 increased during the three and six months
         ended August 31, 1996 by approximately $624,000 (20%) and $395,000
         (5%), respectively, from the comparable 1995 periods. The actual
         number of orders processed during the six months ended August 31, 1996
         increased 11% from the comparable 1995 period. This increase in
         revenue is primarily attributable to the additions made to the
         in-house sales force which resulted in an expansion of the Company's
         customer base and an increase in sales to certain existing customers.
        

                                      -8-


<PAGE>




                            AMERICAN LIST CORPORATION

                                 August 31, 1996

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

         Results of Operations   (continued)

         Costs of operations increased for the three and six months ended
         August 31, 1996 by approximately $89,000 (13%) and $346,000 (25%),
         respectively, from the comparable 1995 periods primarily due to an
         increase in data processing costs and royalties due to third parties
         on certain list rentals. As a percentage of sales, costs of operations
         decreased to 21% for the quarter ended August 31, 1996 from 23% for
         the comparable 1995 quarter primarily due to the increase in sales for
         the quarter.

         Selling, general and administrative expenses increased during the
         three and six months ended August 31, 1996 by approximately $116,000
         (11%) and $231,000 (11%) from the comparable 1995 periods primarily
         due to expenses associated with the opening of a branch sales office,
         professional fees and lobbying costs.

         The lobby costs were 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. 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 affect, if any, such legislation
         would have on the Company. The Company has incurred lobbying costs of
         approximating $25,000 during the quarter ended August 31, 1996 and
         expects to incur additional costs in the future.

         Martin Lerner, President, agreed to modify his employment agreement
         reducing his fiscal 1997 compensation by $200,000. This decrease in
         expenses was offset by the addition of several new salespeople during
         the past twelve months.

         Investment income decreased approximately $32,000 (13%) during the six
         months ended August 31, 1996 from the comparable 1995 period primarily
         due to a decrease in interest rates and the amount of funds available
         for investment.

         Interest expense for the six months ended August 31, 1996 decreased by
         approximately $15,000 (16%) from the comparable 1995 period due to a
         reduction in debt associated with normal loan repayments.

                                      -9-
<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

                The Company's annual meeting of stockholders was held on August
                5, 1996. At the meeting: (1) all five director nominees were
                elected, (2) an amendment to the Company's Certificate of
                Incorporation to increase the number of authorized shares of
                Common Stock from 10,000,000 shares to 20,000,000 shares and (3)
                the appointment of Grant Thornton LLP as independent auditors
                was ratified.

                The following directors were elected for a one-year term by the
                votes indicated.

                                        For         Against      Abstain
                                     ---------      ------       --------
                Martin Lerner        3,648,487      5,140
                J. Mortin Davis      3,648,487      5,240
                Kenton Wood          3,646,110      7,517
                Ben Ermini           3,646,110      7,517
                Philip Lubitz        3,647,245      6,382
            


                The amendment to the Company's Certificate of Incorporation was
                ratified by the following vote:

                              For                Against          Abstain
                           ---------              ------          --------
                           2,968,846             677,124           7,657

                The appointment of Grant Thornton LLP was ratified by the
                following vote:

                             For                 Against           Abstain
                           ---------              ------          --------
                           3,642,625               5,377            5,625



Item 5.         Other Information
                   Not applicable


                                      -10-
<PAGE>

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.
              (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.
                   
(b)       Reports on Form 8-K.

          No reports on Form 8-K have been filed during the three months ended
          August 31, 1996.

                                      -11-
<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:  October 14, 1996                  By:   /s/ Martin Lerner
                                               ---------------------------------
                                               Martin Lerner, President
                                               Principal Financial Officer
                                               and Chief Executive






                                      -12-