U.S. SECURITIES AND EXCHANGE
                       COMMISSION WASHINGTON,  D.C.
                       20549

                             FORM 10-KSB
(Mark One)
  [x]      ANNUAL  REPORT  PURSUANT TO SECTION  13  OR  15(d) OF THE
     SECURITIES  EXCHANGE  ACT OF 1934:  For  the  fiscal  year
     ended December 31, 1996
     
  [] TRANSITION  REPORT  UNDER SECTION 13 OR 15(d) OF  THE
     SECURITIES EXCHANGE  ACT OF 1934:  For the transition
     period from __________ to __________
     
                   Commission file number 0-17773

                        ATS MONEY SYSTEMS, INC.
         (Name of small business issuer in its charter)
                                
                        Nevada                       13-3442314
            (State or other jurisdiction of       (I.R.S. employer
             incorporation or organization)      identification No.)
             
            25 Rockwood Place, Englewood, New Jersey 07631
              (Address of principal executive offices) (Zipcode) 
              Issuer's telephone number: (201) 894-1700

 Securities registered under Section 12(b) of the Exchange Act:None 
 Securities registered under Section 12(g) of the Exchange Act:

                    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______

      Check if there is no disclosure of delinquent filers in
response to  Item  405  of  Regulation  S-B contained  in  this
form,  and  no disclosure  will be contained, to the best of
registrant's  knowledge, in   definitive  proxy  or  information
statements  incorporated by reference  in  Part III of this Form 10-KSB 
or any amendment to this Form 10-KSB.   [ ]

      State  issuer's  revenues  for  its  most  recent  fiscal
year: $8,059,474

      State  the  aggregate market value of the voting stock  held by
non-affiliates computed by reference to the price at which  the
stock was  sold, or the average bid and asked prices of such stock,
as of  a specified date within the past 60 days:

        Approximately $1,600,822 based on the average of  the  high
bid price  ($.69)  and low asked price ($.78) published  by  the
National Quotation Bureau Inc. on March 21, 1997.

       State  the number of shares outstanding of each of the
issuer's classes  of common equity, as of the latest practicable
date: As  of March 21,  1997 - 5,791,911 shares of Common Stock,
$.001 par value

                DOCUMENTS  INCORPORATED  BY  REFERENCE

     1997 definitive proxy statement to be filed with the Commission 
     incorporated by reference into Part III.

    Transitional Small Business Disclosure Format: Yes   ; No X

PART I

ITEM 1 - DESCRIPTION OF BUSINESS

General

      ATS  Money  Systems, Inc. ("ATS"), with Innovative
Electronics, Incorporated  ("IEI"),  a wholly-owned subsidiary
(collectively,  the "Company"),  is  engaged  in  the development,
sale  and  service  of currency  counting  systems and equipment
for  department  and  chain stores'  cash offices and bank
commercial vaults and of communications systems  primarily used by
chain stores.  The Company's customers  are businesses  that
handle a large number of  cash,  check  and  credit transactions
on a daily basis, such as banks, department  stores  and chain
stores. The Company was incorporated in 1987 under the laws  of
the  State of  Nevada  and is the successor  to  a  similar
business acquired by merger in 1988.
    
    In  August 1994, the Company, through IEI, which was formed
for such  purpose,  acquired  the business and substantially  all
of  the assets  of  Innovative Electronics, Incorporated.  Based
in Miramar, Florida,  IEI  is  engaged in the business of
marketing hardware  and software  products designed by IEI or its
predecessor to  permit  the exchange of pricing, product and other
information among stores within a chain and between such stores
and the stores' headquarters.

Products
      
      The  Company  is in the business of marketing currency
counting systems,proprietary  software  computer  systems, computers and
peripherals  for automating chain and department stores' cash
offices and  bank  commercial  vaults.  In addition, IEI  is
engaged  in  the business  of  marketing  point-of-sale (POS)
systems,  communications hardware  and  software products
primarily used  by  chain  stores  to permit the internal exchange
of information.

    The principal products sold by the Company during 1996 were
its CP-2000  Deposit/Register Verification, PowerVault and CP-3000
Retail Cash  Office  Management Systems, which accounted  for
34.9% of  the Company's  1996  revenues,  and  an IEI
communications product,  the StoreComm ISP and its related
hardware, which accounted for 21.4% ofthe Company's 1996 revenues.  
The Company also sells various typesof currency/document counters and 
dispensers.

ATS CP-2000 Deposit/Register Verification System

      The CP-2000 is an integrated system consisting of a
computer, a currency  counter, one or more peripherals and a
proprietary software system,  which  provides  an alternative to
performing manual  record keeping of cash receipts and transfers,
primarily for banks and retail establishments.  The CP-2000, using
an IBM-PC or compatible  computer, interfaces with the Company's currency
counters to speed up  counting, tally  various  accounts,
maintain period-to-date  totals,  maintain records and
automatically prepare and print various management reports as  a
by-product of the counting operation.  The CP-2000's software is
readily  modifiable to fit the particular needs of a user and  can
be upgraded.  All information is captured on diskette or fixed
disk which assists in generating historical account analysis for
management.
      
      The  CP-2000 is designed for operators with little or  no
prior computer  experience.   Its  appeal to  management  is
based on  the significant labor savings which can be achieved through 
its use.If the user does not have an IBM-PC or compatible computer
and the  associated currency counting equipment, the Company  can
furnish all  equipment necessary for the CP-2000.  The CP-2000
varies in price depending upon the hardware configuration and the
specific application software used.

ATS PowerVault Cash Vault Management System
      
      The  PowerVault  was developed to provide a  more
comprehensive solution for the requirements of larger banks. The
PowerVault utilizes LAN  technology and software such as Microsoft
Windows  and  Microsoft Access.   While the PowerVault retains all
of the benefits to users of the  CP-2000,  it  is  designed to
provide a significant  increase  in control  over, and
accountability for, funds as they move  within  the cycle of a
vault. In addition, the PowerVault offers the capability of
providing reports, in hard copy or file, to customers as soon as
their deposits have been processed.
   
   The PowerVault is comprised of a combination of workstations
with application  software providing different functions  for  the
various steps  in  vault processing.  Because the requirements of
each  vault differ to some degree, the number of workstations and
the price of the total system fluctuates substantially.

ATS CP-3000 Retail Cash Office Management System
      
      The CP-3000 was developed for the retail industry in
response to the  trend  of  using  a  UNIX operating system in
store operations. Application software for the CP-3000 is loaded
into a central in-store processor  (an  "ISP"), thereby
eliminating the need  for  stand-alone computers and, in their
place, using low-cost ASCII terminals.
     
     The  software  for the CP-3000 is written in C  language,
which allows it to be used in a stand-alone PC, a PC emulating a
terminal or an ASCII terminal connected to the host ISP, thereby
making the system suitable for retailers using UNIX or other
operating systems.
      
      The  CP-3000 utilizes advanced software screen managers.  It
is intended  to  offer the user greater flexibility and  to
provide the Company   with  the  ability  to  offer  custom
applications without extensive code writing. The Company believes
that this feature enables the CP-3000 to be more competitive
without eroding profit margins. The selling  price of the CP-3000
varies substantially depending upon  the specific  requirements
of  the customer for  hardware,  software  and peripherals.

StoreComm ISP (In-Store Processor)
     
     The StoreComm ISP provides retailers with the ability to
program and  support many varieties of point-of-sale ("POS")
terminals at  any location,  24 hours a day, from a central host
computer via  satellite communication.   The  StoreComm  ISP
maintains  price  look-up  files downloaded   from  the
headquarters'  host  and  allows  for   credit authorization  pass
through. The StoreComm  ISP  utilizes  proprietary PC-based,
intelligent, high performance interface boards,  each  with its
own CPU and memory.

StoreComm AP
      
      The  StoreComm  AP  provides  full  POS
network configuration, management and control from a single host control
point.  This  system facilitates  the transport of data between
corporate the  headquarters of  a  chain of stores and the stores
within the chain, management  of price  look-up files, credit
authorization and the ability to  inquireon store-level information, 
as necessary.

ATM Cassette Management System
      
      During 1996, ATS developed and made the first installation
of a new  system  designed  to  control  the  currency  cassettes
used in Automated  Teller Machines ("ATMs"). This system provides
a bank,  or other  ATM  operator, with the information needed  to
fill  each  ATM cassette  with  the  optimum amount of money based
on  the  historical record  of  amounts  dispensed. In addition,
the system   maintains  a record of the date each ATM should be
refilled and when cassettes  are to  be filled, shipped and
returned. The system also keeps a record of the seal numbers
affixed to the cassette when it is filled so that any tampering
would be detected upon its return.

Other Products
      
      In  addition  to  the  foregoing products, the  Company
markets several coin and  currency/document  counters,  all  microprocessor
controlled for accuracy.

      Counters  are  used  by  banks, retail  establishments,
transit authorities,  currency exchanges and other commercial and
governmental agencies  for accurately counting large quantities of
coins, currency, coupons,  transit  toll  tickets, checks  and
other  documents. The Company  offers three different models of 
currency/document counters, each  of which can count at least 1000 
documents per minute. Two of the  models  can  be  equipped with a 
counterfeit detection  aid.In addition,  the  Company  offers a coin  
counter/packager and a coin counter/sorter. In the first quarter of 1997, 
the Company introduced an electronic scale for weighing currency and coins.

      The  ATS-5000  Automated  Telephone Cash  Ordering  System
(the "ATS-5000"),  like the CP-2000, is an integrated system
which allows coin and currency orders to be taken automatically
over the telephone. With  the  ATS-5000, the caller placing the
order enters all necessary information  with  the  telephone
keypad,  thereby eliminating the personnel formerly needed to answer 
the telephone and write the order. After  an  order is placed, 
the ATS-5000 prepares all of the various reports and documents necessary 
for picking, packing and shipping  the order.  The document needed to 
charge the account placing the order is also  prepared.  
The ATS-5000 answers the phone in a friendly, natural voice,  
repeats the amount of each item ordered and informs the caller of the 
total amount of the order when  it  is  completed. Upon completion, the
caller is also given an order  confirmation  number. The  ATS-5000
can service multiple callers  simultaneously,  process standard
orders automatically and prepare a  variety  of  management
reports. The ATS-5000 not only saves labor, but also eliminates  the
possibility of transcribing errors.

     The Company also markets a number of other related products.
One of  such  products, a teller-assist currency and coin
dispenser,  can dispense up to six denominations of currency at a
rate of 24 notes  in four seconds after the teller enters the
amount to be dispensed and is available in different
configurations.

Maintenance and Service Contracts

     The  Company  warrants  its products for  90  days  after
sale. Warranty  and  after-warranty  service on  all  hardware
products  is provided through a national third-party service
company under contract to the Company.  As a result, a customer
usually is able to receive  a response  to  a  service request
within four business  hours  and  the Company  does not incur the
overhead expenses which would normally  be associated with
maintaining a field service department.  Warranty  and after-
warranty  service on all software products is handled  over  the
telephone by the Company's help-desk personnel who are trained on
the various systems installed in customers' locations.
      
      Pursuant  to  its  maintenance contracts,  customers
purchasing complete  systems have access to a toll-free "hot line"
which  allows them  to  call  the  Company  directly if they  have
a  problem.  The Company's support department determines the
nature of the problem  and arranges for the dispatch of technical
service when necessary.  If the problem  is  operator-oriented, it
is usually  correctable  without  a visit  from  a  field
technician. Customers  purchasing  stand-alone equipment have
access to the Company's third party service company  in the  event
of  a problem.  Customers who purchase StoreComm  ISP  or
StoreComm  AP systems call IEI directly if they have a problem,
where customer support personnel are available to help resolve the
problem.
      
      The Company's maintenance contracts usually are for a
maximum of one year, generally commence at the beginning of the
calendar year and are  prepaid  in  full  at such time, except for
software maintenance contracts  covering the StoreComm ISP and the
StoreComm AP, which  are billed annually and paid on a quarterly
basis.
      
      The Company retains ownership of all service contracts with
its customers, which are priced to return a profit to the Company.
Marketing
      
      The  Company believes that the immediate market for its
products are  those  businesses that handle large amounts of cash
on  a  daily basis,  such  as banks and retail chain stores and
department  stores. The  Company  is  an  established supplier of
currency  counting  and control  systems and equipment and, since
its acquisition of IEI,  has begun  to  establish  itself as a
supplier of  hardware  and  software systems designed to permit
the exchange of data among stores within  a chain.   The Company's
users include major banks in the United  States as well as
national and regional armored car operators.  In the retail
industry, the Company's customers include Bergdorf-Goodman, T.J.
Maxx, Target Stores,  The  Home  Depot, Lowe's Companies,  Inc.
and  Kohls department stores.
      
      Pursuant  to  a  Software Development Project  Agreement
and a Software License Agreement (collectively, the "Agreements")
with Wells Fargo Armored Service Company ("Wells Fargo"), the
Company has agreed, for  a  term  expiring March 5, 1998, to
provide to  Wells Fargo  the PowerVault  software  and hardware
necessary to  equip all  of  Wells Fargo's  cash  processing
centers to process bank deposits  picked  up from bank customers,
and to consolidate chain store deposits into  one large  deposit
prior to shipment to the bank.  All software  developed under  the
arrangement  is pursuant to agreed specifications  and  is being
warranted to such specifications.  The arrangement also provides
for  the  parties  to jointly promote the sale of the PowerVault,
the CP-2000  and Wells Fargo's services, and for the compensation
to  each other for sales of the other's products made as a result
of such joint marketing efforts.  In addition, the parties have
entered into various collateral   agreements,   including  a
software support/consulting agreement,  a  hardware  sale
agreement and  a hardware  maintenance agreement.   The  Company
has agreed with Wells Fargo that  until  the termination  of  the
Agreements, the Company will not supply  services (i) to armored
car companies, except that the Company may continue  to render
hardware  and software maintenance services  to  its  existing
armored car customers, or, (ii) directly or indirectly, to third party 
service suppliers to owners or operators of automated teller machines. The
Agreements  also restrict Wells Fargo from using  products  which
compete  with  the Company's systems.  During 1996, revenue  from
the sale  of  hardware,  software  and maintenance  agreements
under the Agreements aggregated approximately $232,430, as
compared to  $391,894 in 1995. This decrease resulted from Wells
Fargo's continuing decisio to defer indefinitely the installation of 
additional systems which the Company  had  projected to be installed 
during 1994 and beyond.  In January  1997,  Loomis Armored, Inc. 
acquired WellsFargo  through  a newly-formed company, Loomis, Fargo and Co.
("Loomis"). The Company currently  is  in discussions with management 
of Loomis  to determine their plans for the future roll-out, if any, 
of systems.

       The  Company  remains committed to establishing other
strategic business alliances, although no assurances can be given that any
such alliances will be formed or that such alliances will be
successful.

      In  general, because of the nature of the Company's
products, a large  potential customer will normally place a small
order for the Company's products for testing in one or several locations.   
If testing  meets  the customer's criteria, the customer  will
generally order  a  large  quantity of product for installation
throughout its locations and, thereafter,  will  order  decreasing  
quantities   to complete  installation  at  smaller or  newly  established
locations. Therefore, a large customer one year may not be a
significant customer the  next year. During 1996, The Home Depot and 
Target  Stores  each accounted  for more than 10% of the Company's revenues.  
The Company's bank  sales  are  not  seasonal, but its sales to retailers
generally occur during the first three quarters of each year.

      Since  1984, the Company has marketed its products on a
national basis,  primarily  by its own employees, supervised by
the Company's executive officers. Although the Company expects that a high
percentage  of its future sales will continue to be made  by  its
own employees, it has taken steps to take advantage of the sales
potential available through indirect sales channels, such as value-added
resellers  ("VARs"), and through the formation of  strategic
business alliances  with larger companies engaged in the sale of
complementary products  and  services,  such  as  Wells  Fargo.  While  the
Company continues to believe  that strategic business  alliances  can  be  a
valuable  source of additional business, its experience to  date
with VARs has not been satisfactory and that program is being
discontinued.

     The Company has organized its sales organization into a
territory sales  group, a national accounts sales group for
retail cash  office systems  sales,  and a POS and
communications systems solutions  sales group. This structure is 
designed to assure coverage of the  banking industry,  which is 
comprised of local or regional organizations, and
the   retail  industry,  which  is  essentially  controlled  by chain
organizations  with headquarters control over systems and
purchasing. The territory sales group is responsible for direct
sales to banks and independent retail operations within a specific
geographical  area  in which  the  representative is assigned.
This group  also  serves  to support the sales  efforts  of  
sales  representatives   of those organizations with which the 
Company may form a business alliance. The national  accounts  sales  
group  is headquartered at  the Company's offices  in  New  Jersey  
and is responsible for retail cash  office systems  sales  to  chain  
stores  with centralized management   and purchasing.  The POS and
communications systems solutions sales  group is  headquartered
at  IEI's  offices  in Miramar,  Florida,  and  is responsible for
the sale of POS and communications products  to  chain stores.
The Company's  sales  staff receives  a  base  salary  plus
commissions.

    The  Company participates in industry conferences  such  as
the National  Retail  Federation  ("NRF")  Annual  Conference,  the
Bank Administration   Institute   ("BAI")  Conference,   the NRF
RetailInformations  Systems  Conference and the Food  Marketing
Institute's Marketechnics Conference.  In addition, the Company
conducts  a  small number of private shows in selected cities.

Product Development and Enhancement

     In   1984,  the  Company's  predecessor  recognized  that
most cash-handling operations in businesses which handle large
amounts of cash on a daily basis did not have adequate cash
reporting/verification systems; and that most record keeping was
done by  hand  and, therefore, was costly and time consuming.  It
was  this realization  that led to the development of the
Company's proprietary software  systems  to  automate  cash
processing.   The Company  has continued  to enhance its systems
and, in 1996 and 1995,  the  Company spent $505,293 and $264,350,
respectively, to enhance its systems.

    The  Company  relies on the complexity of its  systems  and
its licensing agreements to protect its computer software coding.

Manufacture, Distribution and Proprietary Rights

     The  Company does not manufacture any of the equipment it
sells, although  some  equipment and components are manufactured
exclusively for  the  Company.  Some equipment is distributed
exclusively  by  the Company in the United States.  Other
equipment is purchased on an  OEM basis   with  the  Company's
label  and still  other  equipment   is distributed with the
manufacturer's label on a non-exclusive basis  by the Company.

    Other  than the printed circuit boards used in conjunction
with the  StoreComm ISP and the StoreComm AP, all of which are
proprietary and manufactured to the Company's specifications,
substitute equipment for  use  in  the Company's systems is
obtainable by the Company  from other sources.

Employees

      As of March 19, 1997 the Company had 46 full-time employees,
16 of  whom are at IEI. Ten of the Company's employees are
executive and administrative   personnel,  10  are  systems
software development personnel,  nine  are  customer software
support personnel,  five  are customer  hardware  support
personnel and 12 are sales  and  marketing personnel.  The
Company's employees are covered  by  a  comprehensive medical  and
major  medical  plan, and  receive  life  insurance  and long-term
disability benefits. The Company is not  a  party  to  any
collective  bargaining agreement and considers its employee
relations to be satisfactory.
      
      It  is the Company's practice to require its marketing
employees to   sign  a  non-compete  agreement  which  restricts
the  employee, following  the  employee's termination of
employment, from  competing with  the  Company for a six-month
period in any territory  where  the employee  served  for  the
Company or with respect  to  any  of  the employee's former
accounts. The Company's technical employees also are required to
sign a confidentiality agreement.
      
      From  time  to  time,  the  Company  utilizes  the  services
of independent  consultants  to  provide computer  systems
analysis and software  design and support.  The Company retains
all rights to  the work product created for the Company by such
consultants.

Competition
      
      The  Company's business is highly competitive.  There are
other manufacturers  and distributors of the systems and equipment
marketed by the Company which have the resources and technical
staff to develop and  market  systems and equipment similar to
that of the Company.  A number  of  these  competitors are larger
than the Company  and  have substantially greater resources.  The
Company believes its competitors generally sell products which are
rigid in their application  and  not suitable  for all retail
operations. The Company, on the  other  hand,
generally customizes its products to fit a customer's specific
needs. As  a result, the Company believes its products are more
flexible  and more comprehensive than its competitors' current
products.

ITEM 2 - DESCRIPTION OF PROPERTY

      The  Company leases approximately 8,350 square feet  in  a
four story  brick  building in Englewood, New Jersey at  a
current annual rental  of  $171,438, subject to increases for real
estate taxes  and utility  costs,  for a term which ends on
December 15, 1998.  At  the option of the Company, the term may be
extended for an additional five years.  Approximately 50 percent
of the space is used as executive and sales  offices,
approximately 20 percent  is used  for  storage  and approximately
30 percent is used for testing and development.

      IEI  leases  approximately 12,500 square feet in a
contemporary office  park  in  Miramar,  Florida at  a  current
annual  rental  of $124,587,  subject  to  increases for real
estate taxes  and  utility costs,  for  a  term  which expires on
April 30,  2000.  The  Company considers its facilities suitable
and adequate for its present use.

ITEM 3 - LEGAL PROCEEDINGS

      There  are  no material pending legal proceedings to  which
the Company is a party or to which any of its property is subject.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    No  matter  was submitted to a vote of security holders  of
the Company during the fourth quarter of its 1996 fiscal year.

PART II

ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

    (a)   Market  Information. The following table  sets  forth
the quarterly  high and low bid prices, as reported in the  "pink
sheets" published  by  the National Quotation Bureau Inc., for the
two  years ended  December  31, 1996.  The quotations reported
represent  prices between  dealers,  do  not  include  retail
markups,  markdowns   or commissions, and do not necessarily
represent actual transactions.
<TABLE>
<CAPTION>
     
     1996 Calendar Year       High Bid            Low Bid
     <S>                      <C>                 <C>
     1st Quarter              $1-1/4              $ 7/8
     2nd Quarter               1-3/8               1
     3rd Quarter               1-3/8               1
     4th Quarter               1                    7/16

     1995 Calendar Year       High Bid            Low Bid
     1st Quarter              $ 3/4               $ 1/2
     2nd Quarter               15/16                3/8
     3rd Quarter              1-5/16                11/16
     4th Quarter              1-5/16                7/8
</TABLE>

      (b)   Holders. As of March 21, 1997, the Company had 404
holders of  record  of Common Stock, including Cede & Co. which
held 1,675,353 shares  of Common Stock as nominee for a number of
securities brokers. Bulletin Board Market Makers maintaining a
market in the Common  Stock on  March 21, 1997 consisted of
Financial America Securities, Inc., M. H. Meyerson & Company,
Knight Securities LP, Mayer & Schweitzer, Inc., Paragon Capital
Corporation, Herzog, Heine, Geduld, Inc., Nash Weiss & Co., Inc.
and Sharpe Capital Inc.

   (c)  Dividends. The Company has never paid any cash dividends
and does  not  plan to pay cash dividends in the foreseeable
future.  The payment  of dividends will depend upon the Company's
outstanding  loan arrangements as well as it short-term and long
term cash availability, working  capital  and  working capital
needs and  other  factors,  as determined by the Company's Board
of Directors.

ITEM 6 -  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION IN  REVIEWING MANAGEMENT'S DISCUSSION AND ANALYSIS,
REFERENCE IS MADE TO  THE  FINANCIAL STATEMENTS AND NOTES THERETO
INCLUDED AS

ITEM  7  "FINANCIAL STATEMENTS" IN THIS ANNUAL REPORT ON FORM 10
KSB.
     Certain statements contained in this Item 6 and elsewhere in
this Annual Report on Form 10-KSB regarding matters that are not
historical facts, such as the market for the Company's products
and the Company's plans  to  expand  its  business  and  to
establish other  strategic alliances, are forward-looking
statements (as such term is defined  in the  Securities Act of
1933) and because such statements include risks and
uncertainties,  actual results may differ materially  from  those
expressed or implied by such forwardlooking statements.

Working Capital and Liquidity

      Information with respect to levels of working capital and
other ratios as of December 31, 1996, 1995 and 1994 is as
follows: 
<TABLE>
<CAPTION>
                         1996           1995         1994
     <S>               <C>           <C>            <C>
     Working Capital   $1,512,100    $1,481,287     $1,293,813
     (current assets
     less current
     liabilities)

     Working  Capital  2.78 to 1     2.58 to 1      2.59 to 1
     Ratio (current
     assets to
     current liabilities)

     Percentage of Current   35%           46%            50%
     Liabilities to
     Stockholders Equity

     Percentage of Total     45%           59%            66%
     Liabilities to
     Stockholders Equity
</TABLE>

        At  December 31, 1996, cash (and cash equivalents)
  amounted to  $308,138  and  the  Company  did  not  have  any
  outstanding borrowings.   In  April  1996, First  Union
  National  renewed  a $750,000   discretionary  line  of
  credit for the   Company's short-term  needs, at an interest rate
  equal to such bank's  base rate  plus  1/2%.  All advances
  under this  line  of  credit  are required  to  be secured by
  a lien on substantially  all  of  the Company's  assets.  As
  of December 31, 1996 and March  21,  1997, the Company did
  not have any draw against this line of credit.
  
        Management believes that economic conditions within the
  two largest  industries from which the Company draws its
  customers  banking and retail - will continue to improve in
  1997, which  may result in increased revenues for the
  Company.
  
       The Company believes that its working capital and
available cash during 1997 will be adequate to maintain its
operations  and pay its outstanding obligations as they become
due,  and  that excess cash will be used primarily to purchase 
inventory, and to enhance its software. The Company does not believe 
that it will be  necessary  to raise additional funds during 1997,
except by temporary bank borrowings in the normal course of
business.

         The  Company does not believe that inflation  will  have
a material impact on the Company's sales or income.

Results of Operations

1996 Compared with 1995

        Revenues for 1996 decreased $354,042 (4.2%) to $8,059,474
from $8,413,516 for 1995.  Product and system sales decreased
$317,106 (5.2%) to $5,752,718 from $6,069,824 in 1995 due to lower
sales by IEI only partially offset by higher sales by ATS.

     Maintenance revenue during 1996 amounted to $2,306,756, a
decline of $36,936 (1.6%) from the prior year.  This was primarily
due to the loss of an equipment hardware maintenance contract from
a major customer during 1996.

    Cost of goods sold and service expenses declined from 47.9%
of sales in 1995 to 44.4% in 1996.  This was primarily due to
ATS sales of more profitable systems.  Maintenance costs also
decreased due to a new contract with a different third party
maintenance vendor.

    Selling, general and administrative expenses were
$4,004,115 in 1996 compared to $3,849,891 in 1995, an increase
of $154,224 (4.0%), primarily due to non-recurring expense of
$307,828 relating to legal and accounting fees incurred in
connection with the possible acquisition of a company that did
not materialize. Similarly, the prior year had a non-recurring
expense of $381,314 due to legal and accounting fees incurred in
connection with a Settlement Agreement which resolved a
potential proxy contest. Excluding these expenses in both years,
other expenses in 1996 increased by $227,710 (6.6%).  The
largest increase were ATS expenses of Director's Fees and
Expenses ($65,424-105.4%); Travel ($39,408 - 32.9%) and Software
Amortization ($33,020 - 22.8%).
     
     Interest income in 1996 was $38,767, an increase of $13,554
(53.8%) over 1995.  This was due to a larger amount of short-
term investments arising from available cash during 1996.
     
     The tax provision of $199,260 was $11,373 (6.1%) greater
than the 1995 provision of $187,887, as a result of higher
taxable income.

   As a result of the foregoing, the Company had net income of
$317,382 for 1996 compared to $369,650  in 1995, a decrease of
$52,268 (14.1%).

New Accounting Pronouncements:

        See Note 2 of the Notes to Consolidated Financial Statements for
a discussion of two new accounting standards that were effective in
1996.

1995 Compared with 1994

       IEI  was  acquired  in August of 1994 and  its  results  of
operations  were reflected in the Company's financial  statements
for  the  remaining balance of 1994.
In 1995, IEI was operational for twelve months and increased its
revenues by $2,224,602  over revenue during the five month period of 1994.
This accounted  for most of the  $2,668,792  (46.4%)  increase  in
revenues from $5,744,724  in  1994 to $8,413,516 in 1995. Product  
and  systems sales increased  $2,041,639  (50.7%)  from
1994  sales,  while maintenance  revenues of $2,343,692
were $627,153 (36.5%)  higher than  in 1994.

       Cost  of  goods  sold  and service  expenses  rose  as  a
percentage  of  sales from 47.7% in 1994 to 47.9% in  1995.  This slight
overall increase was comprised of a 4.1% increase in  cost of  systems
and stand-alone products and a decrease of  9.2%  in maintenance
costs  due to IEI contracts which include  software support only.

       Selling,  general  and administrative  expenses  increased
$1,204,295 (45.5%) in 1995, primarily due to a $878,276  increase in
expenses of IEI, which was operational for twelve  months  of 1995  compared
to five months of 1994. Substantially all  of  the remaining increase was
due to legal fees of $361,794 incurred in connection  with  a  potential
proxy  contest  relating  to  the election of directors at the 1995
Annual Meeting. Accounting fees related thereto were $19,520. In
August 1995, the Company, Gerard F. Murphy and Fred Den entered into a
Settlement Agreement  with Michael  M. Smith  and  Louis Z. Weitz (then
directors  of  the Company), which resolved a potential
proxy contest threatened  by Mr. Smith.  As  part  of the Settlement
Agreement,  the  Company agreed  to pay all legal and accounting expenses
of the  parties related thereto.
      
      The tax provision for 1995 of $187,887 was $174,046 greater than 
the 1994 provisionof $13,841. In 1994, the  deferred  tax benefit 
from utilizing operating loss carryforwards offset  most of the liability. 
In 1995, there were no such tax benefits.

      As a result of the foregoing, the Company had net income of $369,650
in  1995, compared to $360,026 in 1994, an increase  of $9,624 or 2.7%.

ITEM 7 -

ATS MONEY SYSTEMS, INC.
Consolidated Financial Statements as of
December 31, 1996 and 1995 and for 
Each of the Three Years in the
Period Ended December 31, 1996, and
Independent Auditors' Report


ATS MONEY SYSTEMS, INC.

TABLE OF CONTENTS                                       Page 

INDEPENDENT AUDITORS' REPORT                              1

CONSOLIDATED FINANCIAL STATEMENTS:

 Balance Sheets                                            2

 Statements of Operations                                  3

 Statements of Changes in Stockholders' Equity             4

 Statements of Cash Flows                                  5

 Notes to Financial Statements                             6-13


INDEPENDENT AUDITORS' REPORT

ATS Money Systems, Inc.

We have audited the accompanying consolidated balance
sheets of ATS Money Systems, Inc. as of December 31, 1996
and 1995, and the related consolidated statements of
operations, changes in stockholders' equity and cash flows
for each of the three years in the period ended December
31, 1996.  These consolidated financial statements are the
responsibility of the Company's management.  Our
responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with generally
accepted auditing standards.  Those standards require that
we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on
a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also
includes assessing the accounting principles used and
significant estimates made by management, as well as
evaluating the overall financial
statement presentation.  We believe that our audits provide
a reasonable basis for our opinion.

In our opinion, such consolidated financial statements
present fairly, in all material respects, the consolidated
financial position of ATS Money Systems, Inc. as of
December 31, 1996 and 1995, and the results of their
operations and their cash flows for each of the three years
in the period ended December 31, 1996 in conformity with
generally accepted accounting principles.

Deloitte & Touche LLP
Parsippany, New Jersey

March 21, 1997
<TABLE>
<CAPTION>
ATS MONEY SYSTEMS, INC.

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1996 AND 1995
<S>                                               <C>           <C>
ASSETS                                            1996          1995
CURRENT ASSETS:
  Cash and cash equivalents                       $  308,138    $  164,548
 Trade accounts receivable, 
 less allowance for doubtful
  accounts of $74,183 in 1996, 
  and $92,363 in 1995                              1,264,521     1,560,626
  Inventories (Note 4)                               567,420       520,996
  Prepaid expenses and other 
   current assets (Note 5)                           219,922       172,221

           Total current assets                    2,360,001     2,418,391

PROPERTY - At cost:
  Office furniture                                    91,011        52,912
  Office machinery and equipment                     146,021       100,520

     Subtotal                                        237,032       153,432

  Less accumulated depreciation                      102,432        68,796

           Property - net                            134,600        84,636

OTHER ASSETS:
  Software costs, less accumulated 
   amortization of $511,790 in
   1996 and $361,641 in 1995 (Note 2)               908,586       631,568
  Deposits                                           50,677        65,073
           Total other assets                       959,263       696,641

TOTAL                                            $3,453,864    $3,199,668

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable - trade                       $  148,921   $  155,808
  Accrued expenses                                  210,160      418,058
  Deferred revenue                                  322,125      247,602
  Deferred income taxes                               4,732         -
  Other liabilities                                 161,963      115,636

           Total current liabilities                847,901      937,104
LONG-TERM - Deferred credit, 
 less amortization of $67,727 in  
 1996 and $39,211 in 1995 (Note 3)                  217,440      245,956

COMMITMENTS AND CONTINGENCIES (Note 6)

STOCKHOLDERS' EQUITY (Note 7):
 Common stock - $.001 par value, 25,000,000 
  shares authorized, 5,891,911 and 5,835,794 
  shares issued at December 31, 1996 and 
  1995, respectively                                  5,892        5,836
  Additional paid-in capital                      2,374,397    2,319,920
  Accumulated earnings (deficit)                      8,334     (309,048)
  Treasury stock - 100,000 shares, at par value        (100)        (100)

           Total stockholders' equity             2,388,523    2,016,608

TOTAL                                            $3,453,864   $3,199,668
</TABLE>

See notes to financial statements.
<TABLE>
<CAPTION>
ATS MONEY SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<S>                                      <C>          <C>          <C>
                                         1996         1995         1994

REVENUE:
  Equipment and systems sales            $5,752,718   $6,069,824   $4,028,185
  Equipment maintenance and 
   service revenue                        2,306,756    2,343,692    1,716,539

           Total revenue                  8,059,474    8,413,516    5,744,724

COSTS AND EXPENSES:
  Cost of goods sold and 
   service expense:
    Equipment and systems                 2,633,655    3,032,235    1,849,448
    Equipment maintenance and service       943,829      999,066      889,609
  Selling, general and administrative 
   expenses
    (Notes 5 and 12)                      4,004,115    3,849,891    2,645,596

           Total costs and expenses       7,581,599    7,881,192    5,384,653

INCOME FROM OPERATIONS                      477,895      532,324      360,071

NET INTEREST (INCOME)                       (38,767)     (25,213)     (13,796)

INCOME BEFORE INCOME TAX EXPENSE            516,642      557,537      373,867

INCOME TAX EXPENSE (Note 8)                 199,260      187,887       13,841

NET INCOME                               $  317,382   $  369,650   $  360,026

EARNINGS PER COMMON SHARE (Note 2):
Primary and fully diluted                $     0.05   $     0.06   $     0.06
                                
WEIGHTED AVERAGE NUMBER OF SHARES
  OUTSTANDING                             5,878,975    5,837,605    5,716,955
</TABLE>

See notes to financial statements.
<TABLE>
<CAPTION>

ATS MONEY SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994


                                 Additional Accumulated             Total 
                        Common     Paid-in  (Deficit)   Treasury Stockholders'
                         Stock     Capital   Earnings     Stock    Equity
<S>                      <C>    <C>          <C>          <C>     <C>
BALANCE,
 DECEMBER 31, 1993       $5,816  $2,314,364  $(1,038,724)  $(100)  $1,281,356

  Issuance of common stock
    due to exercise of stock
    options (4,171) shares    4       1,171       -          -          1,175
    Net income - 1994         -         -        360,026     -        360,026

BALANCE,
  DECEMBER 31, 1994       5,820   2,315,535     (678,698)  (100)    1,642,557

  Issuance of common stock
    due to exercise of stock
     options (15,653 shares) 16       4,385          -       -          4,401

  Net income - 1995           -         -        369,650     -        369,650

BALANCE,
  DECEMBER 31, 1995       5,836   2,319,920     (309,048) (100)     2,016,608

  Issuance of common stock
    for the issue of stock 
    grants(40,000 shares)
    and the exercise of 
    stock options 
    (16,117 shares)         56      54,477          -       -          54,533

  Net income - 1996         -          -        317,382     -         317,382

BALANCE,
DECEMBER 31, 1996       $5,892  $2,374,397    $   8,334  $(100)    $2,388,523
</TABLE>

See notes to financial statements.
<TABLE>
<CAPTION>
ATS MONEY SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<S>                                          <C>          <C>        <C>
                                             1996         1995       1994
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                 $317,382     $369,650   $360,026
  Adjustments to reconcile net income 
  to cash provided by (used in) operating 
  activities:
   Depreciation and amortization              233,398      154,478    139,088
    Changes in current assets and liabilities: 
    Compensation expense recorded for 
    common stock issued under Director 
    Stock Plan                                 50,000          -         -
      Trade accounts receivable - net         296,105     (704,782)   313,318
      Inventories                             (46,424)      96,800     46,428
      Prepaid expenses and other 
      current assets                          (33,305)     (54,083)    14,608
      Accounts payable - trade                 (6,887)     (83,976)    81,845
      Accrued expenses                       (207,899)     189,154    (31,126)
      Deferred revenue                         74,523      (75,939)    62,711
      Deferred income taxes                     4,732          -         -
      Deposits                                 40,192      (42,596)   (34,382)
      Other liabilities                         6,136       92,531     (9,840)

           Net cash provided by (used in) 
           operating activities               727,953      (58,763)   942,676

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capitalization of software 
  development costs                          (505,296)    (264,350)  (304,324)
  Additions to property                       (83,600)     (34,109)   (32,351)
  Cost of acquisition                            -            -      (204,110)

           Net cash used in investing 
           activities                        (588,896)   (298,459)   (540,785)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayment of stockholder's loan                -          -          30,000
  Notes issued to employee (Note 5)              -       (10,000)     (45,000)
  Proceeds from the issuance of common stock    4,533      4,401        1,175

           Net cash provided by 
           (used in) financing activities       4,533     (5,599)     (13,825)
NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                            143,590   (362,821)     388,066

CASH AND CASH EQUIVALENTS,
  BEGINNING OF YEAR                           164,548    527,369      139,303

CASH AND CASH EQUIVALENTS, END OF YEAR       $308,138   $164,548     $527,369
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
  INFORMATION:
  Cash paid during the year for:
   Interest                                  $    -     $    -       $   -

    Income taxes                             $210,000   $114,499    $8,100
See notes to financial statements.
</TABLE>

ATS MONEY SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
 
 1.DESCRIPTION OF COMPANY OPERATIONS
   ATS Money Systems, Inc. ("ATS"), with a wholly-owned
   subsidiary, Innovative Electronics, Inc., acquired in August,
   1994 (collectively, the ("Company"), is engaged in the
   development, sale and service of currency counting systems and
   equipment for department and chain stores' cash offices and
   bank commercial vaults and of communications systems primarily
   used by chain stores.  In addition, the Company offers
   maintenance and service contracts through a national service
   organization on all machines and equipment they sell.  The
   Company's customers are businesses that handle a large number
   of cash, check and credit transactions on a daily basis, such
   as banks, department stores and chain stores. ATS was
   incorporated in 1987 under the laws of the State of Nevada and
   is the successor to a similar business acquired by merger in
   1988.
   
   The principal products sold by the Company during 1996 were its
   ATS CP-2000 Deposit/Register Verification, Powervault and
   CP3000 Retail Cash Office Management Systems, and an IEI
   communications product, the StoreComm ISP and its related
   hardware.
   
   The principal market for the Company's products has been in the
   United States.

 2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
   
   Principles of Consolidation - The consolidated financial
   statements include the accounts of ATS Money Systems, Inc. and
   its wholly owned subsidiary.  All significant intercompany
   transactions and account balances have been eliminated.
   Cash and Cash Equivalents - Cash and cash equivalents include
   investments with original maturities of three months or less.
   Inventories - Inventories are stated at the lower of cost or
   market.  Cost is determined by the first-in, first-out method
   for machine parts and specific identification for machines held
   for sale.
   
   Property - Depreciation is computed using the straight-line
   method over the estimated useful lives of the assets which
   range from five to ten years.
  
   Capitalized Software Costs - The Company capitalizes computer
   software development costs in accordance with the provisions of
   Statement of Financial Accounting Standards No. 86.  Costs
   incurred to establish the technological feasibility of computer
   software are expensed as incurred.  Costs incurred for product
   enhancements, subsequent to establishing technological
   feasibility, are capitalized and stated at the lower of cost or
   net realizable value.  Capitalized costs are amortized using the
   straight-line method over five years, which approximates the
   estimated remaining useful life of the product.  It is possible
   that the estimate of the economic life of the products and related
   carrying values could be reduced in the near term due to
   competitive pressures.  Amortization of computer software costs
   amounted to $228,275, $162,765 and $139,708 for the years ended
   December 31, 1996, 1995 and 1994, respectively.  Fully depreciated
   software costs of $77,700, $69,950, and $118,936 were written off
   in 1996, 1995 and 1994, respectively.
   
   Revenue Recognition - Revenue from equipment and systems sales is
   recognized upon shipment to the buyer and satisfaction of related
   obligations by the Company.  Revenue from software licensing is
   recognized on either delivery of the software if collectibility is
   probable or upon completion of the majority of the product, which
   equates to reaching a milestone in accordance with the contract
   agreement, and any remaining insignificant obligations of the
   Company are accounted for by deferring a pro rata portion
   of revenue and recognizing it either ratably as the obligations
   are fulfilled or on completion of performance or by recording a
   current year expense for the remaining costs associated with
   completing the project.
   
   Equipment Maintenance and Service Revenue - Equipment maintenance
   and service revenue is recognized as earned over the term of the
   contract, which is generally a maximum of one year in length.
   Deferred revenue represents the unearned portion of equipment
   maintenance and service fees.
   
   Use of Estimates - The Company's financial statements include the
   use of estimates and assumptions which have been developed by
   management based on available facts and information.  Actual
   results could differ from those estimates.
   
   Earnings Per Common Share - For purposes of calculating earnings
   per common share, for the years ended December 31, 1996, 1995 and
   1994, the Company used the weighted average number of shares of
   common stock outstanding during the year applied to the net
   income.  The exercise of stock options (see Note 7) was assumed in
   the calculation.
   
   New Accounting Pronouncements - In March 1995, the Financial
   Accounting Standards Board issued Statement of Financial
   Accounting Standards ("SFAS 121"), Accounting for the Impairment
   of Long-Lived Assets and for Long-Lived Assets to Be Disposed of,
   which is effective in 1996.  The statement requires that longlived
   assets be reviewed for impairment whenever events or changes in
   circumstances indicate that the carrying amount of an asset may
   not be recoverable.  The resultant impairment, if any, would be
   measured based on the fair value of the asset.  The adoption of
   
   SFAS 121 did not have any effect on the Company's results of
   operations or financial position.
   
   SFAS 123, Accounting for Stock-Based Compensation, which was
   adopted by the Company in 1996, includes certain elective
   provisions as to the method of recording compensation for awards
   made under the Common Stock Incentive Plan.  The Company has
   elected to continue to account for grants under the Common Stock
   Incentive Plan using the method prescribed by Accounting
   Principles Board Opinion No. 25, Accounting for Stock Issued to
   Employees, and provide pro forma disclosure of the effect of
   adopting SFAS 123.  The pro forma effect on net income and
   earnings per share is immaterial.
   
   Income Taxes - The Company adopted Statement of Financial
   Accounting Standards No. 109, Accounting for Income Taxes
   ("SFAS 109") effective January 1, 1993.  SFAS 109 required a
   change from the deferred to the liability method for financial
   accounting and reporting of income taxes.
   
   Reclassifications - Certain prior year amounts have been
   reclassified in order to conform with the 1996 presentation.

 3. ACQUISITION
   
   On August 25, 1994, the Company, through a newly formed wholly
   owned subsidiary, IEI Acquisition Corp., purchased certain
   assets and assumed certain liabilities of a subsidiary of
   Dynatech Corporation, headquartered in Miramar, Florida.  The
   subsidiary, which changed its name to Innovative Electronics,
   Inc., is in the business of marketing hardware and software
   products designed to permit the exchange of pricing, product
   and other data among stores within a chain.
   
   The acquisition was accounted for by the purchase method of
   accounting.  Accordingly, the assets, liabilities and results
   of operations of Innovative Electronics, Inc., are included in
   the consolidated financial statements, beginning on August 25,
   1994.
   
   The purchase price has been allocated to the assets acquired
   and liabilities assumed based on the fair values at the date
   of acquisition.
   
   The purchase price of the assets acquired plus certain direct
   closing costs aggregated to $204,110.  The excess of the
   estimated fair values of the assets acquired over the purchase
   price ($285,167) has been recorded as a deferred credit, and
   is being amortized on a straight line basis over ten (10)
   years.
   
   The details of the subsidiary acquired and its impact on cash
   flow is as follows:
     <TABLE>
     <S>                                             <C>
     Fair value of assets acquired                   $551,963
     Liabilities assumed                               62,686

     Fair value of assets acquired
       over liabilities assumed                       489,277
     Less acquisition costs                           104,110
     Less excess of net assets acquired
       over cash paid                                 285,167

     Cash paid for subsidiary                        $100,000
</TABLE>

4. INVENTORIES

   Inventories consist of machines held for sale and machine
   parts, as follows:
<TABLE>   
      <S>                                         <C>          <C>
                                                  1996         1995

      Machines held for sale                      $504,935     $446,433
      Parts and raw materials                      105,085
      111,263 Reserve for obsolescence             (42,600)     (36,700)

      Total                                       $567,420     $520,996
</TABLE>

5.RELATED PARTY TRANSACTIONS

  During 1995 and 1994, the Company engaged one of its directors
  to oversee its accounting policies and activities, particularly
  of its newly acquired subsidiary.  During 1995, a salary was
  paid to the director of $15,937, fees of $12,704 and expenses
  of $1,337. During 1994, the fee was $20,000, plus expenses of
  $3,819.
  
  During 1994, the Company loaned $45,000, bearing an interest
  rate of 1% above the prime rate, to one of its employees who is
  not an executive officer.  The loan was evidenced by two notes
  of equal principal amounts.  The first of these two notes was
  due and payable on March 1, 1995 and the second was due and
  payable on March 1, 1996 provided that if the employee was
  employed by the Company on the due date the principal and
  accrued interest would be forgiven.  The Company amortized
  these notes on a straight line basis over the 24 month contract
  period beginning March 1, 1994.  The employee is currently
  employed and the $45,000 (a noncash transaction) was forgiven
  as of March 1,                                1996.

  During 1995, the Company loaned $10,000, bearing an interest rate
  of 1% above the prime rate, to an executive officer of the
  Company.  The loan was paid in December 1996.

  During 1996, the Company engaged three members of the Board of
  Directors as consultants on the potential acquisition which did
  not materialize.  The directors were paid fees and expenses of
  $326, $1,013 and $11,879, respectively.  Other expenses for
  legal accounting and consulting services (not paid to related
  parties) in connection with this potential acquisition
  aggregated $294,610.
   
  At December 31, 1996 and 1995, all directors and executive
  officers, as a group, collectively owned 41% and 64%,
  respectively, of the Company's common stock.
  
6.COMMITMENTS AND CONTINGENCIES

  At December 31, 1996, the Company was committed under
  noncancellable, operating leases for office space, automobiles
  and office equipment, expiring at various dates through April
  2000, requiring minimum annual rental payments as follows:
  <TABLE>
     <S>                                                   <C>
     1997                                                  $301,040
     1998                                                   289,151
     1999                                                   131,512
     2000                                                    34,183

                                                           $755,886
</TABLE>
   Rental expense under such leases totaled $343,434, $322,081
   and $216,351 for the years ended December 31, 1996, 1995 and
   1994, respectively.
   
7.STOCKHOLDERS' EQUITY

   Common Stock - The authorized capital stock of the Company
   consists of 25,000,000 shares of
   noncumulative, voting, common stock, with a par value of $.001
   per share.

   Common Stock Incentive Plan - In 1993, the Company adopted a
   common stock incentive plan (the "Plan"), which as amended
   authorizes the issuance, within ten years, of options covering
   up to 480,000 shares of common stock to certain employees and
   other individuals of importance to the Company.  The Plan is
   intended to provide incentive to continued employment of
   certain employees and other individuals by enabling them to
   acquire a proprietary interest in the Company.  Options granted
   under the Plan may be either "incentive stock options" or "non-
   qualified stock options."  Incentive stock options, granted
   only to certain employees of the Company, expire within ten
   years (five years for a 10% beneficial owner of the Company's
   securities) from the date granted and are exercisable from time
   to time in accordance with the terms of such options.  The
   exercise price of an incentive stock option must be at least
   equal to the fair market value of the common stock on the date
   of grant (110% for a 10% beneficial owner of the Company's
   securities). Nonqualified stock options can be granted to
   certain employees of the Company and advisors and consultants
   to the Company. Such stock options are exercisable on or after
   the date of grant and the exercise price is not limited and may
   be below fair market value.
  
 On September 14, 1993, when the fair market value of the common
  stock was $.28125 per share, the Company granted 159,685
  incentive stock options at such price ($.31 per share for one
  employee) and 65,315 nonqualified stock options (15,315 granted
  at $.28125 per share and 50,000 granted at $.001 per share).
  During 1993, 50,000 nonqualified options were exercised at a
  price of $.001 per share.
  
  During 1994, the Company granted 36,000 incentive stock options
  (21,000 granted at $1.25 per share and 15,000 granted at
  $1.375). Also during 1994, 4,171 of the incentive stock options
  were exercised at a price of $.28125 per share.
  The Company did not grant any options in 1995.  During 1995,
  15,653 options were exercised at a price of $.28125 per share.
  On February 2, 1996, the Company granted 46,001 incentive stock
  options (37,626 granted at $1.03125 per share and 8,375 granted
  at $1.1344 per share).  On June 4, 1996, the Company granted
  2,500 incentive stock options at $1.344 per share.  Also during
  1996, 16,117 options were exercised at $.28125 per share.
  At December 31, 1996, there were 207,295 options outstanding at
  prices ranging from $.28125 to $1.375 per share of which
  165,619 were exercisable.
  In 1995, the Company adopted the 1995 Director Stock Plan
  pursuant to which the Company's nonemployee directors, upon
  first being elected to the Board, are granted 10,000 shares of
  the Company's common stock, and thereafter, on each reelection,
  are granted options to purchase 5,000 shares of the Company's
  common stock with an exercise price equal to the then fair
  market value of such shares.  In 1995, the nonemployee
  directors have been granted 40,000 shares of common stock under
  this plan, all of which were issued during 1996.
8.INCOME TAXES
  Deferred income taxes reflect the net tax effect of temporary
  differences between the carrying amounts of assets and
  liabilities for financial reporting purposes and the amounts used
  for income tax purposes.
  
  The significant items comprising the Company's net deferred taxes
  as of December 31, 1996 and 1995 are as follows:
<TABLE>                                                 
  <S>                                            <C>      <C>
                                                 1996     1995
  Deferred tax assets:
    Provision for bad debts                      $29,674  $29,674
    Inventory write-downs                         12,000    8,600
    Payroll                                        8,845    6,000
    Deferred credits - acquisition                85,749   91,798

             Total deferred tax assets           136,268  136,072

  Deferred tax liabilities:
    Depreciation                                  11,627    4,830
    Software amortization                        129,373   88,468

             Total deferred tax liabilities      141,000   93,298

  Net deferred tax asset before 
  valuation allowance                                -     42,774
  Valuation allowance                                -    (42,774)

  Net deferred tax liability                     $(4,732) $   -
</TABLE>

The income tax provision for the years ended December 31,
1996 and 1995 consists of the following components:
<TABLE>
  <S>                                            <C>        <C>
                                                 1996       1995

  Federal                                        $123,850   $176,887
    State                                          70,678     11,000    
  Total current                                   194,528    187,887

  Deferred:
    Federal                                         4,022     20,566
    State                                             710      5,971
    Change in valuation allowance                      -     (26,537)

             Total deferred                         4,732       -

  Income tax expense                             $199,260   $187,887
</TABLE>
A reconciliation of the Company's statutory rate to the
Company's effective rate is as follows:
<TABLE>
  <S>                                   <C>      <C>      <C>
                                        1996     1995     1994

  Expected statutory rate               34.0%   34.0%     34.0%

     State income tax (composite rate)   4.7     2.0       9.0
     Change in valuation allowance 
      resulting from the utilization
      of net operating loss 
      carryforwards and use of 
      tax credits                         -    (2.3)    (39.3)
                                           
                                        38.7%  33.7%      3.7% 
</TABLE>  
   For the year ended December 31, 1994, the Company
   utilized the remaining net operating loss carryforward, which
   had the effect of reducing current Federal and State income
   taxes payable. For the year ended December 31, 1995, the
   Company used its remaining investment tax credits, research
   credits and alternative minimum tax credits, totaling $38,300
   to reduce current taxes payable. At December 31, 1996, the
   Company had no available net operating loss carryforwards or
   tax credits for Federal or State tax purposes.
 
 9.MAJOR CUSTOMERS
   
   Sales to each of the Company's three major customers, which
   are subject to change annually, as a percentage of
   consolidated revenue, for the years ended December 31
   approximated:
   <TABLE>                                        
     <S>                                   <C>      <C>     <C>
                                           1996     1995    1994
     Major Customer 1                      19%      16%     22%
     Major Customer 2                       15       13      17
     Major Customer 3                        9        9      12
</TABLE>
10.RETIREMENT PLAN

   The Company has a defined contribution plan covering
   substantially all of its employees.  Company contributions to
   the plan, which are discretionary, are made from its profits.
   Contributions are based upon a percentage of eligible employees
   salaries ranging from -0-% to a maximum of 15%.  The
   contributions for 1996, 1995 and 1994 were $0, $0 and $36,072,
   respectively.
   
11.LINE OF CREDIT

   The Company has a bank line of credit of $750,000 available.
   Interest rates will be the bank's base rate plus 0.5%.  The
    Company has no borrowings outstanding at December 31, 1996.

12.SETTLEMENT AGREEMENTS
   On August 30, 1995, the Company, Michael M. Smith, Gerard F.
   Murphy, Fred Den and Louis Z. Weitz entered into a Settlement
   Agreement which resolved a potential proxy contest threatened
   by Messrs. Smith and Murphy in connection with the election of
   directors at the 1995 Annual Meeting of Stockholders.
   As part of the Settlement Agreement, the Company agreed to pay
   all legal and accounting expenses related thereto.  Legal
   expenses amounted to $361,794 and accounting fees were $19,520.
   Such expenses are included in Selling, General and
   Administrative expenses.
   
   On October 25, 1996, the Company, Michael M. Smith, and counsel
   to Mr. Smith, which law firm also had acted as securities
   counsel to the Company until its termination by the Company
   effective May 31, 1996 ("Counsel"), entered into an agreement
   to settle all disputes relating to amounts claimed by Mr. Smith
   and Counsel to be owed to them by the Company.  Pursuant to
   such agreements, the Company paid Counsel $50,000 in
   satisfaction of all outstanding legal bills rendered by
   Counsel to the Company, and reimbursed Mr. Smith $13,034
   for out-of-pocket expenses incurred by him in connection
   with his Company duties.


ITEM 8 -  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE

        Deloitte & Touche LLP served as the
independent auditors for the Company and its predecessor from 1988
through July 7, 1995, at which time Messrs. Weitz and Den, then
constituting a majority of the Company's threemember Board of
Directors, terminated Deloitte & Touche LLP ("Deloitte") as the
Company's auditors and engaged Margolin, Winer & Evens LLP
("Margolin") as the Company's auditors.  On September 29, 1995,
Margolin was dismissed as the Company's auditors and Deloitte was
re-engaged as the Company's auditors by a reconstituted Board of
Directors of the
Company. The reports on the financial statements of the Company for
the years ended December 31, 1993 and 1994 were audited by Deloitte
and contained no adverse opinion, disclaimer of opinion,
modification or qualification.  During its engagement, Margolin did
not issue any reports on the
financial statements of the Company.At no time during either of
their respective engagements, has there been any disagreements with
Deloitte or Margolin on any matter of disclosure or audit scope and
procedure, which disagreement, if unresolved to the satisfaction of
such firm, would have caused it to make reference to the subject
matter of the disagreement in connection with its report on the
Company's financial statements.

PART III

Except for information required by Item 13 (Exhibits and
Reports on Form 8-K), the information called for by Part III of
Form 10-KSB (Items 9, 10, 11 and 12) is incorporated by reference
herein from the Registrant's definitive proxy statement to be filed
with the Commission within 120 after the close of its fiscal year
ended December 31, 1996.

ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

     3.  Articles of incorporation and by-laws.

     (a)  Articles of Incorporation of ATS Money Systems, Inc.
(formerly known as More Creative Mergers, Inc.), as filed with the
Secretary of State of the State of Nevada on August 28, 1987
incorporated herein by reference to Exhibit 8 to Registration
Statement on Form S-18 (No. 33-19657-NY).


     (b)  Agreement of Merger of ATS Money Systems, Inc. into More
Creative Mergers, Inc., dated July 25, 1988, as filed with the
Secretary of State of the State of Nevada on September 6, 1988
incorporated herein by reference to Exhibit 12 to Post-Effective
Amendment No. 1 dated September 26, 1988 to Registration Statement
on Form S-18 (No. 33-19657-NY).


     (c)  By-Laws of ATS Money Systems, Inc. - incorporated herein
by reference to Exhibit 9 to Registration Statement on Form S-18
(No. 33-19657-NY).


     4.  Instruments defining the rights of security holders,
including indentures.

    (a)  Form of Common Stock certificate of ATS Money Systems,
Inc. - incorporated herein by reference to Exhibit 5 to Amendment
No. 1 dated March 11, 1988 to Registration Statement on Form S-18
(No. 33-19657-NY).

     10.  Material contracts.

    (a)  (i)  Lease, dated November 30, 1989, between ATS Money
Systems, Inc. and Rockwood Four Limited Partnership incorporated
herein by reference to Exhibit 10(a) to the Annual Report on Form
10-K of ATS Money Systems, Inc. for the fiscal year ended December
31, 1989.

          (ii) Amendment of Lease, dated as of December 1, 1992,
between ATS Money Systems, Inc. and Rockwood Limited Partnership
incorporated herein by reference to Exhibit 10(a)(ii) to the Annual
Report on Form 10-KSB of ATS Money Systems, Inc. for the fiscal
year ended December 31, 1992.

          (iii) Amendment of Lease, dated as of September 15, 1995,
between ATS Money Systems, Inc. and Rockwood Four Limited
Partnership - incorporated herein by reference to Exhibit
10(a)(iii) to the Annual Report on Form 10-KSB of ATS Money
Systems, Inc. for the fiscal year ended December 31, 1995.

    (b)  Profit Sharing Plan of ATS Money Systems, Inc., dated
January 1, 1987 - incorporated herein by reference to Exhibit 19 to
Post-Effective Amendment No. 1 dated September 26, 1988 to
Registration Statement on Form S-18 (No. 33-19657-NY).

     (c)  Form of Salesman Employment Agreement - incorporated
herein by reference to Exhibit 10(j) to the Annual Report on Form
10-K of ATS Money Systems, Inc. for the fiscal year ended December
31, 1989.

    (d)  Form of Maintenance Agreement - incorporated herein by
reference to Exhibit 10(k) to the Annual Report on Form 10-K of ATS
Money Systems, Inc. for the fiscal year ended December 31, 1989.

     (e)  Common Stock Incentive Plan - incorporated herein by
reference to Exhibit 10(l) to the Annual Report on Form 10-KSB of
ATS Money Systems, Inc. for the fiscal year ended December 31,
1992.

     (f)  (i)  Software Development Project Agreement, dated March
5, 1993, between ATS Money Systems, Inc. and Wells Fargo Armored
Car Service Corporation and addendum thereto incorporated herein by
reference to Exhibit 10(n)(i) to the Annual Report on Form 10KSB of
ATS Money Systems, Inc. for the fiscal year ended December 31,
1993.
          (ii) Joint Sales and Marketing Agreement, dated January
1, 1993, between ATS Money Systems, Inc. and Wells Fargo Armored
Car Service Corporation - incorporated herein by reference to
Exhibit 10(n)(ii) to the Annual Report on Form 10-KSB of ATS Money
Systems, Inc. for the fiscal year ended December 31, 1993.

          (iii)  Hardware Maintenance Agreement, dated as of March
5, 1993, between ATS Money Systems, Inc. and Wells Fargo Armored
Car Service Corporation - incorporated herein by reference to
Exhibit 10(n)(iii) to the Annual Report on Form 10-KSB of ATS Money
Systems, Inc. for the fiscal year ended December 31, 1993.

          (iv)  Software License Agreement, dated as of March 5,
1993, between ATS Money Systems, Inc. and Wells Fargo Armored Car
Service Corporation - incorporated herein by reference to Exhibit
10(n)(iv) to the Annual Report on Form 10-KSB of ATS Money Systems,
Inc. for the fiscal year ended December 31, 1993.

          (v)  Hardware Sale Agreement, dated as of March 5, 1993,
between ATS Money Systems, Inc. and Wells Fargo Armored Car Service
Corporation - incorporated herein by reference to Exhibit 10(n)(v)
to the Annual Report on Form 10-KSB of ATS Money Systems, Inc. for
the fiscal year ended December 31, 1993.

          (vi) Software Support/Consulting Agreement, dated as of
March 5, 1993, between ATS Money Systems, Inc. and Wells Fargo
Armored Car Service Corporation - incorporated herein by reference
to Exhibit 10(n)(vi) to the Annual Report on Form 10-KSB of ATS
Money Systems, Inc. for the fiscal year ended December 31, 1993.

          (vii)  Escrow Agreement, dated as of March 5, 1993,
between ATS Money Systems, Inc. and Wells Fargo Armored Car Service
Corporation - incorporated herein by reference to Exhibit
10(n)(vii) to the Annual Report on Form 10-KSB of ATS Money
Systems, Inc. for the fiscal year ended December 31, 1993.
     
     (g)  Joint Sales and Marketing Agreement, dated as of
September 29, 1993, between ATS Money Systems, Inc. and Standard
Register Company - incorporated herein by reference to Exhibit
10(o) to the Annual Report on Form 10-KSB of ATS Money Systems,
Inc. for the fiscal year ended December 31, 1993.
    
    (h)  Purchase Agreement, dated August 24, 1994, between ATS
Money Systems, Inc., IEI Acquisition Corp., Dynatech Corporation
and Innovative Electronics, Inc. - incorporated herein by reference
to Exhibit 10(j) to the Annual Report on Form 10-KSB of ATS Money
Systems, Inc. for the fiscal year ended December 31, 1994.

      (i)  ATS Moneys Systems, Inc. 1995 Director Stock Plan
                                 
      (j)  Employment Agreement, dated May 23, 1996, between
Gerard F. Murphy and ATS Money Systems, Inc.

     (k)  Technical Support Agreement, dated January 30, 1996,
between Technology Service Solutions and ATS Money Systems, Inc.

     11.  Statement re computation of per share earnings -  Not
required since such computation can be clearly determined from the
material contained in this report on Form 10-KSB.

     13.  Annual report to security holders for the last fiscal
year, Form 10-Q or 10-QSB or quarterly report to security holders,
if incorporated by reference in the filing  - Not applicable.

    21.  Subsidiaries of the small business issuer:  Innovative
Electronics, Inc. - incorporated under the laws of the State of
Florida.

     23.  Consent of independent accountants.

     27.  Financial Data Schedule.

    (b)  No reports on Form 8-K were filed with the Commission
during the fourth quarter of the fiscal year ended December 31,
1996.
                            SIGNATURES
                                 
    In accordance with Section 13 or 15(d) of the Exchange Act,
the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Dated:  March 26, 1997                 ATS Money Systems, Inc.
                              By: /s/  GERARD F. MURPHY
                                   Gerard F. Murphy, President
                                   (Chief Executive Officer)
                                   
     In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated:

Dated:

March 26, 1997                               /s/  GERARD F.MURPHY
                                             Gerard F. Murphy
                                             Director
                                             
March 26, 1997                               /s/  FRED DEN
                                             Fred Den
                                             Director

March 26, 1997                               /s/  A. PAUL COX
                                             A. Paul Cox
                                             Director

March 26, 1997                               /s/ THOMAS J. CAREY
                                             Thomas J. Carey
                                             Director
                                             
March 26, 1997                               /s/  JOSEPH M. BURKE
                                             Joseph M. Burke
                                             Vice President -Finance
                                             (Principal Accounting
                                             and
                                              Financial Officer)