UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC  20549

                             FORM 10-K

         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
                THE SECURITIES EXCHANGE ACT OF 1934

For the Year Ended
February 28, 1997                  Commission File Number:  291525-NY


                         MARKET GUIDE INC.

New  York                                          11-2646081
(State or other jurisdiction of           (IRS Employer Identification No.)
incorporation or organization)

2001 Marcus Avenue, Suite South 200, Lake Success, New York  11042-1011
              (Address of Principal Executive Offices)

                           (516) 327-2400
        (Registrant's Telephone Number, Including Area Code)

                                None
    (Securities Registered Pursuant to Section 12(b) of the Act)

                  Common Shares - $.001 Par Value
    (Securities Registered Pursuant to Section 12(g) of the Act)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 _______

As  of May 16, 1997, the aggregate market value of the voting stock held by non-
affiliates,  2,798,744 shares of Common Stock, $.001 par value,  was  $6,297,174
based on the bid price of $2.25 for one share of Common Stock on such date.

The  number  of shares outstanding of the issuer's Common Stock, as of  May  16,
1997 was 4,708,186.






                REPORT OF INDEPENDENT AUDITORS'


To the Board of Directors and Stockholders of
Market Guide Inc.
2001 Marcus Avenue, Suite S200
Lake Success, NY  11042-1011

We  have  audited  the accompanying Balance Sheets of Market Guide  Inc.  as  of
February  28, 1997 and February 29, 1996 and the related Statements of Operation
and  Accumulated  Deficit, Cash Flows and Stockholders'  Equity  for  the  years
February  28,  1997, February 29, 1996 and February 28, 1995 then ended.   These
financial  statements are the responsibility of the Company's  management.   Our
responsibility is to express an opinion on these financial statements  based  on
our audit.

We conducted our audit 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 audit provides a reasonable basis for our opinion.

In  our  opinion, the financial statements referred to above present fairly,  in
all  material  respects,  the financial position of  Market  Guide  Inc.  as  of
February  28,  1997 and February 29, 1996 and the results of its operations  and
its  cash  flows for the years February 28, 1997, February 29, 1996 and February
28, 1995 then ended in conformity with generally accepted accounting principles.

The  supplemental  information  on pages F-18  through  F-22  is  presented  for
purposes  of  additional  analysis and is not  a  required  part  of  the  basic
financial  statements.   Such information has been  subjected  to  the  auditing
procedures applied in the audit of the basic financial statements, and,  in  our
opinion,  is  fairly stated in all material respects in relation  to  the  basic
financial statements taken as a whole.



/s/ Zerbo & McKiernan, P.C.
Fairfield, New Jersey
May 19, 1997
                                     PART I
                                        
Item 1:   Business

Business

Market Guide Inc. was incorporated in the State of New York on March 23, 1983 as
"The  Unlisted  Market Service Corporation."  On September 3, 1986  the  current
corporate  name  was  adopted.   In 1996, the Company  formed  a  new  division,
CreditRisk Monitor, to develop a service for the corporate credit manager.

The  Company acquires, integrates, condenses and publishes accurate, timely, and
objective  financial and other information on publicly traded corporations,  and
markets this information to the financial, investment and credit communities, as
well as to independent investors, in a cost effective manner.

The  Market Guide Database covers over 8,300 companies trading on the New  York,
American,  Nasdaq  and  Over-the-Counter  Stock  Exchanges,  including   foreign
companies  trading in the U.S. as ADRs and ADSs.  The content created by  Market
Guide  is  derived  from  information filed by  the  subject  company  with  the
Securities and Exchange Commission, issued in press releases or carried in other
media  reports.  Each company's information is updated at least four  and  often
more  than  eight  times  a  year, as soon as the relevant  information  becomes
available.   Pricing  and  trading  volume  information  incorporated  into  the
database are updated daily, and short interest statistics are updated monthly.

Market  Guide adds value, distinguishes itself from the competition, and  serves
its clients through its:

     Flexible database design which gives users important insights not available
     in  competitive  databases, thereby enabling them to make  better  informed
     investment decisions,

     Inclusion  of  auxiliary  information such  as  earnings  estimates,  price
     performance,  relative price performance, summary insider and institutional
     ownership  statistics, bond ratings, and short interest  statistics  giving
     users a complete perspective on each company,

     Calculation  of  over  500  popular financial  ratios,  growth  rates,  and
     averages computed for the user's convenience, and

      Carefully  planned,  market tested display formats, including  company  to
industry   comparisons,  that  allow  users  to  quickly  and  efficiently  make
carefully considered     investment and credit decisions.

     Developing  efficient,  timely, cost-effective and  easy  to  use  delivery
     systems   such   as   Market   Guide  for  Windows,   our   Internet   site
     (www.marketguide.com)     and     the     CreditRisk      Monitor      site
     (www.creditriskmonitor.com).

The  targeted  markets  for  Market Guide's data and  related  products  include
investment  managers,  investment  research  departments,  financial   planners,
investment  counselors,  investment bankers, banks, stockbrokers  and  brokerage
firms,  traders, libraries, publications, corporations, law firms and individual
investors.    The   Company  sells  its  information  through   four   channels:
information  vendors,  the Internet, Market Guide for Windows  (its  proprietary
analytic  software)  and a print publication.  The CreditRisk  Monitor  division
serves  the  need  of the corporate credit managers through  an  Internet  based
service.

Vendors

Market  Guide  works in partnership with financial information service  vendors.
The  financial  information service vendors combine data from various  real-time
and  historical  information sources with their own analytic software  and  data
delivery capability.  Their sales forces sell the product and they also  provide
customer training and support services.  Market Guide focuses on developing  the
highest  quality information content and leveraging off the information vendor's
sales  force,  software, information dissemination infrastructure  and  customer
base.   The  amount  of data presented, its display format, and  the  software's
analytic  capabilities  vary depending upon the way  each  information  provider
defines  its  customers' needs, software capabilities, distribution technologies
and preferred pricing strategies.

The  information  service  vendors that currently distribute  the  Market  Guide
Database include: Accutrade; American Association of Individual Investors; Argus
Research;  Aufhauser;  Automatic  Data Processing;  AIQ  Systems,  Inc.;  Bridge
Information Systems Inc.; CDA Technology; Ceres Securities; Charles  Schwab  and
Company;   Data  Broadcasting  Corporation;  Dow  Jones  Telerate;  First   Call
Corporation;  Global Market Information; Holt Value Associates; IBM  Infomarket;
ILX  Systems  Inc.; Instinet Analytics; Interactive Data Corporation;  OneSource
Information  Services,  Inc.;  Pacific Brokerage  Services;  P.C.  Quote,  Inc.;
Prodigy  Services  Company;  Quotron Systems,  Inc.;  Real  Time  Quotes,  Inc.;
Securities Data Corporation; Shark Information Services, Inc.; Telemet  America,
Inc.;   Telescan,   Inc.;  Track  Data  Corporation;  Vickers   Stock   Research
Corporation; and Windows on Wall Street.

Business Developments

In  July 1992, Market Guide entered into a database distribution agreement  with
OneSource  Information  Services,  Inc.   OneSource  distributes  a  "Reference"
Product  Line  and  an  "Investment"  Product  Line  using  Market  Guide  data.
OneSource  Information  Services, Inc. has multiple CD-ROM  and  Internet  based
product  lines  that  have different software capabilities and  serve  different
marketplaces.  The Market Guide Database is the only database that we are  aware
of  that is available on four OneSource product lines -- CD/Corporate, CD/Notes,
CD/Investment and OneSource.com.

During  the 1993 and 1994 fiscal years AIQ Systems, Inc., Dial Data,  Dow  Jones
Telerate,  First  Call  Corporation, Instinet Analytics,  and  Interactive  Data
Corporation began distributing Market Guide information.

On December 28, 1993, it was announced that Prodigy Services Company had reached
an  agreement  with the Company to incorporate selected items  from  the  Market
Guide  Database  for  use in Prodigy's Strategic Investor product.   In  January
1995,  Prodigy  introduced  a completely revised and  greatly  enhanced  Company
Reports  and  a  new  "Stock  Hunter"  search  capability  that  features  eight
predesigned  screens utilizing recognized investment theories such  as  CANSLIM,
One up on Wall Street, Graham and Dodd, Wallflowers and others.  There is also a
"Personal Search" feature which enables users to conduct a self-designed  screen
search  of Market Guide data using six pre-selected criteria.  All these Prodigy
products  are created from Market Guide information and earnings estimates  from
Zack's  Investment  Research.  The Zacks information is  first  sent  to  Market
Guide,  integrated with our own information and sent to Prodigy as an integrated
data feed.  Company Reports, Stock Hunter and Personal Search may be accessed by
any  Prodigy  subscriber  for  a modest per access  fee,  or  are  available  to
Strategic  Investor users as part of their monthly subscription.  In  May  1997,
this agreement was expanded to cover the new Prodigy Internet service.

In August 1995, the Company announced an agreement with the American Association
of  Individual  Investors  (AAII) whereby AAII will incorporate  Market  Guide's
information in their existing screening software known as Stock Investor.   AAII
is  an educational not for profit corporation with over 100,000 members, a small
percentage  of  whom  subscribe to Stock Investor.  Market  Guide's  information
first appeared with Stock Investor's regular quarterly update in November 1995.

Market  Guide  has  developed an analytic software  package,  Market  Guide  for
Windows,  introduced  in  fiscal year 1996, that  allows  users  to  search  the
database,  develop  user  defined reports and download  information  to  popular
spreadsheet software packages.  The software is not patented or trademarked, but
a  copyright is claimed by the Company.  Market Guide for Windows  is  delivered
on a CD/ROM with weekly or monthly updates.

In  June  1996, the Company announced a multi-year contract with Reuters Limited
which  grants  Reuters' worldwide use of Market Guide's financial database.   To
date,  this  agreement represents the largest single contract in Market  Guide's
history

The  Company  has an Internet site that has been in operation since  the  second
quarter  of  fiscal  1997.  It is anticipated that this site  will  broaden  the
Company's  ability to sell and service its products directly to end users.   The
address  to our site is http://www.marketguide.com.  The Company also  uses  its
Internet  infrastructure to host co-branded sites and partnership  with  various
vendors.

The  same  Market Guide for Windows software with a smaller information  set  is
sold  over  the  Internet  to individual investors under  the  name  StockQuest.
StockQuest was introduced in August 1996.

In  August  1996, the Company formed a new division, CreditRisk  Monitor  (CRM).
CRM  is  an  Internet-based  financial information and  real-time  news  service
targeted  towards  the credit industry. After seven months of development  work,
the CreditRisk Monitor service was successfully introduced in April 1997.

Publications

A  quarterly  print product called The Market Guide - Select  Over  the  Counter
Stock  Edition  is  a  single volume of 800 one-page reports  on  fast  growing,
profitable  over-the-counter companies.  The book also has  a  detailed  company
index listing 15 key statistics on each company in a tabular format.  This index
is very useful to investors searching for attractive investment opportunities.

Market  Guide attempts to provide continuity of coverage so that subscribers  to
the  book can keep following companies in which they have an interest.  However,
from time-to-time the companies covered do change.  The most common reasons  for
deletion of coverage are:

     The company has been acquired in a merger or a leveraged buyout,

     The  company  has not filed a financial statement with the  Securities
     and Exchange Commission for two or more reporting periods,

     The  company has exhibited significant deterioration in its  financial
     condition,

     The company has been deleted from the National Association of Security
     Dealers  Automatic Quotation System (Nasdaq) and has fewer than  three
     Market Makers,

     The company now trades on the New York or American Stock Exchange, and
     no longer qualifies for the OTC edition.

Companies dropped from the book are replaced by companies which are selected  by
using  proprietary Market Guide selection criteria.  The companies in  the  book
have regularly outperformed the Nasdaq composite.

Database Enhancements

The  Company  continuously  expands, enhances  and  improves  the  Market  Guide
Database  based  on customer suggestions and employee feedback.   In  1988,  the
Company  added the New York and American Stock Exchange companies  to  its  then
current universe of Nasdaq and "pink sheet" companies.

In  1990,  Market  Guide  decided to expand the  database  to  include  complete
detailed  quarterly financial statements.  The Company engaged in  a  series  of
dialogues  with  current  or potential vendors and customers  to  determine  the
market  potential, to identify the Company's perceived strengths and weaknesses,
and   to  research  market  needs  and  the  appropriateness  of  the  Company's
methodologies and objectives.  The results of this analysis were the  commitment
of  resources  to  more  than  double the amount of  information  collected  and
maintained  on each subject company.  In fiscal years 1990, 1991  and  1992  the
Company  added the Annual Statement of Cash Flows and complete Quarterly  Income
Statements, Balance Sheets and Statements of Cash Flows on all the companies  in
the database.  This has allowed Market Guide to serve new markets and to bid  on
services for which Market Guide did not previously qualify.

In  late  1993  the Company began to track short interest information  published
monthly by the exchanges.

In early 1994 the Company began subscribing to and processing the Securities and
Exchange  Commission's (SEC's) Electronic Data Gathering Analysis and  Reporting
(EDGAR) service.  This has given our analysts access to source documents (10-Ks,
10-Qs,  etc.)  ten days to two weeks earlier than in previous years.   This  has
resulted in record levels of timeliness measures for the Market Guide Database.

In the fall of 1994,  Market Guide introduced completely new industry and sector
classifications that reflect the current economy and are being incorporated into
all of Market Guide's products.


These industry and sector classifications will help investors:

     Identify  which industry and sectors are outperforming the  market  or
     have fallen from favor,

     Compare companies to a well defined peer group,

      Permit  investors  to construct and analyze industry  aggregate  financial
characteristics,

     Properly construct portfolios to ensure adequate diversification, and

     Make well reasoned asset allocation decisions.

In  the  fall of 1995, the Company completed development of a historical pricing
database  to complement the financial information it has compiled.  The  pricing
database contains both historical and current information for all issues trading
on  the  New  York  and American Stock Exchanges, the Nasdaq Stock  Market,  and
selected  OTC  Bulletin  Board  Companies.  The Market  Guide  pricing  database
contains  Open,  High,  Low,  Close and Volume  information  on  a  daily  basis
beginning in 1983, with daily updates occurring each trading day.

In  order  to  satisfy  institutional investors' needs for extensive  historical
financial  information, Market Guide increased the number of years of historical
annual  financial statements in the Market Guide database.  With the culmination
of  the  Big Ten project, Market Guide now has annual financial statement  going
back  to  1983 for most companies on its database.  As a result of the  Big  Ten
project,  Market Guide is now able to compete for other business where at  least
ten  years  of historical data is required.  The information is currently  being
distributed  within  the OneSource US Equities product,  the  Market  Guide  for
Windows product, and through selected vendors.

In  fiscal  year  1997,  the Company began collecting  information  on  Dividend
Reinvestment  Plans  (DRIPs).    The  DRIP  information  Market  Guide  collects
includes  restrictions, fees, discounts and contacts on  over  900  plans.   The
Company will continue to expand its DRIP database as more companies realize  the
benefits of sponsoring such plans.

In  fiscal  year  1997, the Company incorporated Senior Debt  Ratings  into  its
database. The ratings offered on the Market Guide Database are provided by Fitch
Investors Service, L.P., Moody's Investors Service and Standard & Poor's  Rating
Group,  and  include current ratings, prior ratings and the accompanying  dates.
Using these ratings, Market Guide has calculated an average company and industry
rating.

Internet

The  Company has created a dynamic, comprehensive and extremely useful  Internet
site.   The  site  contains both advertising supported and added  cost  content.
Advertising  supported content is free to the user and Market Guide  expects  to
cover  its costs and generate profits from the sale of advertising.  As  of  May
1997, the advertising supported content included:

Price quotes (in partnership with PC Quote),

News (in partnership with News Alert),

Market Guide's Company Snapshot Reports,

Market  Guide's  What's  Hot/What's  Not  service  that  identifies  the   price
performing  leaders  and laggards by sector, industry and company  over  various
time periods, and

Price charts.

For users who wish to have more comprehensive information, added cost content is
available  for  nominal per report or subscription based fees.  The  added  cost
content includes:

The Market Guide Quick Facts Report,

The Market Guide Company Profile Report,

The Market Guide Ratio Comparison Report,

The Market Guide Detailed Financials,

The Market Guide ProVestor Report,

The Earnings Estimate Report (in partnership with First Call), and

The Market Guide StockQuest Screening and Reporting application.

The  Market  Guide  web  site  is  very  comprehensive  with  easy  navigational
capabilities.   It has been designed to handle all the needs of most  investors.
However,  we  continue to enhance the site with additional content, capabilities
and   educational  aids.   Future  enhancements  will  include  online   trading
capabilities and the sale of investment materials.

In  addition to our own site, Market Guide's information is available on over 20
other  web sites.  Most of these web partners also offer their users added  cost
services  from  Market  Guide.  These added cost services are  delivered  mostly
through co-branded sites hosted by Market Guide.

CreditRisk Monitor

Market  Guide's  newest  division, CreditRisk Monitor (CRM),  is  a  new  online
information  and  news  service that follows more than 375  U.S.  publicly  held
domestic  retail  chains  and wholesalers.  This online  service  is  accessible
through  the  Internet  (www.creditriskmonitor.com) and  has  been  designed  to
provide corporate credit managers with the analytical tools necessary to follow,
on a daily basis, all the public companies they do business with.

CRM  was  formed specifically to leverage Market Guide's comprehensive  database
and state-of-the-art technology through sales to a new market.  CRM provides the
credit  community with a cost efficient, online credit and financial information
service.

The  CRM  information service consists of:  CRM Company Reports, the  CRM  Alert
Notification Service and the CRM Real-Time News Service.  The CRM web  site  was
up and running as of April 1997.

Business Facilities

In  October 1994, the Company relocated to new headquarters in Lake Success, New
York.   Lake  Success  is on the Queens (New York City) -  Nassau  County  (Long
Island)  border.   The  Company currently maintains two office  suites  in  this
complex,  Suite  South 200 which totals 13,500 square feet, and Suite  West  290
which totals 5,500 square feet.

In  June  1996,  the Company leased a sales office in Chicago,  Illinois.   This
space totals 572 square feet and is staffed by a full time sales representative.

Reverse Stock Split

The Company instituted a one-for-four reverse stock split on October 16, 1995.

Corporate Incentives

At  the August 30, 1995 shareholders' meeting, shareholders approved an Employee
Stock  Purchase  Plan, a Key Employee Incentive Plan and an  Outside  Directors'
Incentive  Plan.   The  Employee Stock Purchase Plan  was  put  into  effect  on
September 1, 1995.  The incentive plans are currently being put into effect.

Competition

The  investment  and financial information industry is highly  competitive  with
many different firms serving the industry's needs.  There are numerous print and
electronic publishers of information for the investment community, most of  whom
have  been  in  business longer, are better known and whose financial  resources
exceed those of this Company.  Among the better known competitors are:  Standard
& Poor's, Moody's, Value Line and Disclosure.

The Company believes that it is distinguished from some of the competition as it
publishes  one  of  the  largest  databases of investment  quality  information.
Market  Guide  also  competes by providing a database structure  that  preserves
distinctions  that  help users make better informed decisions  and  through  the
effective use of technology that enables the Company to be a price leader.

One  of  the  most  significant distinctions is that  Market  Guide  stores  and
displays company financials in the same "company specific line item description"
format  used by the subject company in its SEC filings.  "Company specific  line
item  description"  means  that  the line item terminology  assigned  to  Income
Statement,  Balance Sheet or Statement of Cash Flow values is the same  as  that
used  by  the company in its official report.  For example, "Aircraft Fuel"  and
"Landing  Fees" may be shown for an airline company; "Newsprint"  and  "Postage"
for  a newspaper publisher.  This allows users to project the impact of external
events  such  as  changes  in  the  price  of  oil,  paper  or  postage  on  the
profitability of a company.  Competitive databases might consolidate these items
under general headings such as "Costs of Goods Sold."

The  principal  methods  of  competition between the companies  engaged  in  the
historical financial information business are:  timeliness of database updating;
accuracy  of  data; size of the universe presented; depth of  coverage  of  each
company in the universe; number of years of coverage; methods of delivery to the
end  user;  the  inclusion of analysis or opinion; customer/vendor  support  and
price.

Personnel

The  Company currently has a staff of 87 full-time employees, up from 58 at  the
end of fiscal 1996.  The increased hiring contributed to the growth in the sales
and  marketing,  MIS,  and research departments, as well  as  the  start  up  of
CreditRisk Monitor.

Item 2: Properties

In  October  1994,  the Company moved its entire data collection  operation  and
management  offices to 2001 Marcus Avenue, Suite South 200,  Lake  Success,  New
York 11042-1011.  The new space is approximately 13,500 square feet.

In November 1996, the Company leased an additional 5,500 square feet in the same
office  complex.   This  space is being used primarily for  Market  Guide's  new
division, CreditRisk Monitor, and the programming department.

In  management's opinion the layout, design, construction and furnishing of  the
facility  will support the growth of the Company.  The telephone, data  network,
lighting  and  electrical support systems designed  into the facility  create  a
pleasant,  professional and comfortable environment in which our  employees  can
efficiently perform their tasks effectively.

The  productive  capacity  of  the facility allows  for  the  expansion  of  the
Company's  data collection capacities in a more rapid and efficient  manner,  as
well  as  to increase the number of companies in the database and the amount  of
information collected on each subject company.

The  facility  has  allowed  the  Company to acquire  the  services  of  several
additional  sales and marketing personnel with space designated and  furnishings
in  place  for additional persons in the fields of marketing, sales and customer
support.

The   facility  contains  specifically  constructed  spaces  for  the  Company's
extensive  computer and programming activities.  Space exists for the  expansion
and  support  of current and anticipated on-line services, vendor delivery,  and
Internet services.

The facilities created to support the Company's analyst staff has allowed for  a
doubling in staff dedicated to the updating and maintenance of the Market  Guide
Database.   Network  redundancy  and  doubled  capacity  for  computer  terminal
placements have been designed and built in to this vital activity area.

In  June  1996,  the Company leased 572 square feet in Chicago,  Illinois.   The
space  is  being  used  as  a  sales  office  from  which  one  dedicated  sales
professional is managing selected existing vendors and generating new business.

Item 3: Legal Proceedings

In December 1996, the Company commenced litigation in the United States District
Court  for  the  Eastern District of New York against Information Clearinghouse,
Inc. d/b/a F&D Reports (ICI) and Lawrence Sarf.  The Company's complaint alleges
claims  of trademark infringement, unfair competition, deceptive trade practices
and conversion in connection with the defendant's theft and use of the Company's
proprietary  slogan, "On-Line, On-Time, On-Target," developed for use  with  its
Internet based credit reporting service, CreditRisk Monitor.  The Company  seeks
injunctive    relief,   an   accounting,   monetary   and   punitive    damages.
Contemporaneously, an action was commenced in the Nassau County Supreme Court by
ICI  against  the  Company,  its officers, and primarily,  three  newly  engaged
employees   of  Market  Guide.   ICI  claims  misappropriation  of   proprietary
information   and   trade  secrets  by  the  newly  engaged  employees,   unfair
competition,  breach  of  fiduciary duty and tortious interference.   While  ICI
requests injunctive relief as well as monetary damages, no request for temporary
relief has been sought.  Discovery has not commenced in either action.

Management does not believe that the pending actions will have a material effect
on  the  business activities of the Company.  Management intends  to  vigorously
prosecute  its  complaint against ICI and is determined to  defend  itself,  its
officers and employees against all claims made by ICI.

Item 4: Submission of Matters for a Vote of Security Holders

None.

Item 5: Market for Registrant's Common Equity and Related Stockholder Matters

The Company's Common Stock was previously traded on the OTC Bulletin Board under
the  symbol MARG for the 1996 and 1997 fiscal years.  Effective March  5,  1997,
the  Company's stock commenced trading on the Nasdaq SmallCap Market  under  the
symbol MARG. The table below sets forth, for the fiscal periods shown, the  high
and  low  closing  prices for the Common Stock as reported by a  brokerage  firm
active in the shares of the Company's Common Stock (as adjusted for the one-for-
four  reverse stock split in October 1995).  On May 16, 1997, the last  reported
sale  price of the Common Stock as reported on the OTC Bulletin Board was  $2.50
per share.


     Fiscal 1996              High      Low

     First Quarter            4 1/4     2 19/32
     Second Quarter           4         2 19/32
     Third Quarter            5 3/4     3
     Fourth Quarter           5 7/8     4


     Fiscal 1997              High      Low

     First Quarter            5 3/32    3 1/4
     Second Quarter           5 1/4     3 1/4
     Third Quarter            4 1/8     2 3/4
     Fourth Quarter           4 3/4     2 7/8

On  May  16,  1997 there were 410 holders of record of the Common Stock  of  the
Company.    The  Company  estimates  the number  of  beneficial  owners  of  the
Company's Common Stock on May 16, 1997 to be 800.

The  Company has never paid a cash dividend on its Common Stock.  The  Board  of
Directors  currently intends to retain all earnings to finance the expansion  of
the  Company's  business and does not anticipate paying cash  dividends  in  the
foreseeable future.


Item 6:   Selected Financial Data

The following is selected financial data only, and is qualified by the Financial
Statements, in their entirety, which are set forth elsewhere in this Form 10-K.

<TABLE>
<CAPTION>
<S>                         <C>              <C>              <C>               <C>                   <C>

                           Summary Operating Data
Fiscal Year Ended     Feb 28, 1997     Feb 29, 1996      Feb 28, 1995     Feb 28, 1994     Feb 28, 1993
Total Revenues (1)   $  4,776,418     $   3,999,759    $    2,687,950    $   2,001,118  $     1,614,527
Net Income                258,329           507,179           338,438          248,202           51,094
Earnings Per                                                                                             
Share (2)                     .06               .12               .08              .07             .01
Weighted Average                                                                                          
  Number of Shares                                                                                        
  Outstanding            4,250,124        4,165,457         4,052,950         3,505,141        3,505,141
                                                                                                          



                        Summary Balance Sheet Data
Fiscal Year Ended        Feb 28, 1997        Feb 29,1996     Feb 28, 1995      Feb 28, 1994     Feb 28, 1993
                                              (restated)
Working Capital (1)  $      1,447,754  $       974,102    $     766,951     $    (93,593)      $    (324,863)
Total Assets                5,228,648        3,471,704        2,603,097         1,230,797             931,345
Long Term Debt and                                                                                            
  Obligations Under                                                                                          
  Capital Leases,                                                                                     
Less                          564,262           291,202          182,737           14,092               2,283
  Current
Maturities
Stockholders'                4,060,202         2,448,230        1,843,471         590,819             342,617
Equity                                                                                                  
</TABLE>

(1) Print product and Market Guide for Windows revenue are deferred at the time
of  sale  and  recognized ratably over the terms of the  subscriptions.   Costs
connected with the procurement of subscriptions and memberships are expensed as
incurred.

   (2)  Earnings per share are computed based on the weighted average number of
shares of Common Stock outstanding in each fiscal year.
                            PART II

Item 7:Management's Discussion and Analysis of Financial Condition  and  Results
       of Operations


The  following  discussion and analysis of the fiscal years ended  February  28,
1997,  February  29, 1996, and February 28, 1995 should be read  in  conjunction
with the Consolidated Financial Statements and Notes thereto.

Results of Operations

For the fiscal year ended February 28, 1997 compared to February 29, 1996

Total  revenues  for the fiscal year ended February 28, 1997  increased  19%  to
$4,776,418  from  $3,999,759  in fiscal year 1996.   The  increase  in  revenues
reflects a 13% increase in database vendor sales to $4,150,777 and Market  Guide
product  sales growth of 119% to $563,788.  The revenue growth was  attributable
to  continued  sales gains in our traditional core of vendors, new revenue  from
the addition of more than a dozen new Internet related vendors, the introduction
of our own web site (www.marketguide.com), and incremental sales of Market Guide
for Windows products.  Revenue growth was restrained by a permanent reduction in
revenue from an existing vendor beginning in the second quarter of fiscal  1997.
Print product revenues, consisting mainly of the Market Guide - Select OTC Stock
Edition, decreased 9% to $61,853 from $67,928 in fiscal year 1996.  The  decline
in  sales  continues to reflect lower sales to public libraries  due  to  Market
Guide's decision to concentrate on marketing electronic products and services.

Total  operating expenses for the fiscal year ended February 28, 1997  increased
30%  to  $4,475,976  from  $3,455,120 in fiscal  year  1996.   Higher  operating
expenses principally reflected increased costs associated with hiring additional
personnel  in  all  departments to support faster anticipated growth,  increased
general and administrative expenses, and several one-time expenses in the fourth
quarter.  The non-recurring expenses included filing and accounting fees related
to the commencement of the Company's stock trading on the Nasdaq SmallCap market
in March 1997 and start-up and pre-release marketing expenditures related to the
Company's new division, CreditRisk Monitor.

Income from operations for the fiscal year ended February 28, 1997 decreased 45%
to  $300,442 from $544,639 in fiscal year 1996.  The decline in operating income
primarily resulted from a permanent reduction in revenue from an existing vendor
and higher operating expenses.

Interest  income  for the fiscal year ended February 28, 1997 increased  26%  to
$31,128  from  $24,641  in  fiscal year 1996.  The increase  reflects  increased
earnings on higher cash balances throughout the fiscal year.

Interest  expense for the fiscal year ended February 28, 1997 increased  24%  to
$75,592  from  $60,974 in fiscal year 1996.  Higher interest  expenses  included
additional capital lease service requirements in fiscal year 1997.

Income  tax  provision  for  the fiscal year ended  February  28,  1997  totaled
($2,351) compared with income tax expense of $1,127 in fiscal year 1996.

Net  income for the fiscal year ended February 28, 1997 declined 49% to $258,329
from  $507,179 in fiscal year 1996.  The decrease in net income was  principally
due  to  the  previously  discussed increases  in  expenses  and  the  permanent
reduction in revenue from an existing vendor relationship.

For the fiscal year ended February 29, 1996 compared to February 28, 1995

Total  revenues  for the fiscal year ended February 29, 1996  increased  49%  to
$3,999,759  from $2,687,950 in fiscal year 1995.  The increase  in  revenues  is
primarily  attributable to database vendor sales increasing 51%  to  $3,674,830.
Growth  in  database vendor sales resulted from an increase  in  the  number  of
vendors  providing  the  Market  Guide  database  as  well  as  increased  sales
penetration  among  several  existing  vendors.   Market  Guide  product   sales
increased 42% to $257,001 from $181,143 in fiscal year 1995.  Principally due to
the  successful introduction of Market Guide for Windows in October 1995.  Print
product  revenues,  consisting mainly of the Market Guide  -  Select  OTC  Stock
Edition,  declined 9% to $67,928 from $74,530 in fiscal year 1995.  The  decline
in print product revenues reflects lower sales to public libraries due to Market
Guide's decision to concentrate on marketing its electronic products.

Total  operating expenses for the fiscal year ended February 29, 1996  increased
49%  to  $3,455,120 from $2,325,773 in fiscal year 1995.  Contributing to higher
operating expenses were costs associated with the planned increase in the number
of  employees.  The Company added 15 employees from the end of fiscal year  1995
with  emphasis  on  the  sales  and  marketing  functions.   Additional  expense
increases resulted from a full year of occupancy at Market Guide's new corporate
location.   The  new  location is approximately three  times  the  size  of  the
Company's prior facility, accounting for much of the balance of the increase  in
general and administrative expenses.

Income from operations for the fiscal year ended February 29, 1996 increased 50%
to $544,639 from $362,177 in fiscal year 1995.  This increase reflects growth in
revenues,  as  mentioned  above,  as well as management's  continued  effort  to
control operating expense growth.

Net  interest  expense  for the fiscal year ended February  29,  1996  increased
$29,440  to $36,333.  The growth in interest expense reflects increased interest
costs associated with lease agreements used to purchase equipment and fixtures.

Income tax expense for the fiscal year ended February 29, 1996 decreased $15,719
to $1,127. The decline in income tax expense reflects changes in rules governing
alternative minimum tax in the state of New York.

Net income for the fiscal year ended February 29, 1996 increased 50% to $507,179
from  $338,438 in fiscal year 1995.  The increase reflects growth  in  revenues,
management's  continued  effort  to  control  operating  expense  growth  and  a
reduction in income taxes.

Liquidity and Capital Resources

The Company's financial condition reflects the eighth consecutive year of steady
improvement. The improvement is primarily attributable to higher revenue in  all
three  markets  --  The Individual, the Broker & Trader, and  the  Institutional
Investor marketplaces -- and equity financing.

As  of  February  28, 1997, the Company's working capital (current  assets  less
current  liabilities) increased 49% to $1,447,754, up from  $974,102  in  fiscal
year  1996.  The Company's cash and cash equivalents totaled $1,230,893  at  the
end of fiscal year 1997 compared to $680,783 at the end of fiscal year 1996.

For  the  fiscal  year ended February 28, 1997, net cash provided  by  operating
activities  increased 40% to $827,920, from $593,475 in fiscal year  1996.   The
increase  reflects  higher depreciation expenses and lower  accounts  receivable
balances.

For  the  fiscal  year  ended  February 28, 1997, net  cash  used  in  investing
activities increased 114% to $1,913,169, from $891,963 in fiscal year 1996.  The
increase  in investing activities reflects the establishment of a new  division,
CreditRisk  Monitor,  the  Company's investment in  database  enhancements,  the
continued  development  of  Market Guide for Windows  and  StockQuest,  and  the
development of the Market Guide Internet site (www.marketguide.com).

For  the  fiscal  year ended February 28, 1997, net cash provided  by  financing
activities  increased to $1,635,359 in fiscal year 1997 compared to $284,136  in
fiscal year 1996.  The majority of the increase in financing activities reflects
proceeds  from  the  January 1997 private placement of  $1,201,772  for  343,363
shares at $3.50 per share.  The Company also repaid all of its outstanding  debt
other than capitalized leases.

The Company did not engage in any borrowing other than capitalized leases during
the  fiscal  year.   In  March 1997, the Company finalized  an  agreement  on  a
$1,000,000 line of credit with Fleet Bank.  The line of credit will be used  for
funding equipment purchases and converts to a three year term loan after  August
31, 1997.

The  Company  believes  that its current liquidity is  sufficient  to  meet  its
obligations during the next twelve months.


Item 8:     Financial Statements and Supplementary Data

This information required by Item 8, and an index thereto, appears at pages  F-4
through F-22 (inclusive) of this Report, which pages follow page 22.


Item 9:     Disagreements on Accounting Financial Disclosure

None.
                            PART III

Item 10:    Directors and Executive Officers of the Registrant

  (a)  Identification of Directors

        The names, ages and principal occupations of the Company's Directors  as
     of  the  end of the reporting period, and the data on which their  term  of
     office commenced and expires, are as follows:
<TABLE>
<CAPTION>
<S>   <C>         <C>   <C>     <C>         <S>                               <C>

                                First
                      Term of   Became         Principal
Name             Age  Office    Director       Occupation

John D. Case      52    1       1984        Chairman of the Board of Directors,
                                            General Counsel and Secretary of the Company

Homi M. Byramji   44    1        1988        President, Chief Executive Officer,
                                             Treasurer and Director of the Company

Mark B. Burka     47    1        1995        Portfolio Manager, Manager of Pension
                                             and Deferred Benefit Investments, Aon
                                             Advisors, Inc. and Director of the Company

Raymond B. Dooley  50   1        1989        Banker, specializing in
                                             structuring government backed
                                             loans, and Director of the Company
</TABLE>
          (1)     Directors  are  elected  at  the  annual
          meeting   of  stockholders  and  hold  office   until   the
          following annual meeting.

         (2)     Time,  Inc.  has  the  right  to  name  a
          Director  to  the Board as long as it retains  at  least  a
          3.5%  ownership in the Company.  Time, Inc. currently  owns
          3.3%  of  the shares outstanding and has not exercised  its
          right to name a Director since 1987.

          (3)     Changes  since  end of  reported  period:
          None.

  (b)  Business Experience

        John  D.  Case,  age 52, is a graduate of Hofstra University  (B.A.
     1968)  and Suffolk University Law School (J.D. 1971).  He is  admitted
     to  the  practice of law in New York State and Federal  jurisdictions.
     Prior  to  assuming  the  Company's  Presidency  and  Chairmanship  in
     February 1989, he was a Director of the Company (elected 1984) and was
     engaged in the practice of law.  Mr. Case served as President and  CEO
     of  the  Company  from February 1989 to February  1992.  Mr.  Case  is
     currently  compensated in the form of cash and qualifies for  the  Key
     Employee Incentive Plan.

        Homi  M.  Byramji,  age 44, a Director since 1988,  had  previously
     consulted in computerized equity research for nine years.  He holds  a
     Masters  Degree in Business Administration, Rutgers University  (1975)
     and  became  Secretary and Treasurer of the Company  on  February  23,
     1989.   Mr.  Byramji  remained Treasurer and  assumed  the  duties  of
     President and CEO on March 1, 1992.  He is compensated in the form  of
     cash and qualifies for the Key Employee Incentive Plan.

        Mark  B. Burka, age 47, joined the Board in August 1995.  He  is  a
     Chartered  Financial  Analyst  and Manager  of  Pension  and  Deferred
     Benefit  Investments with Aon Advisors, Inc.  Mr. Burka hold a Masters
     Degree  in  Business  Administration from the University  of  Chicago,
     Graduate  School of Business.  He has been employed with Aon Advisors,
     Inc. and its predecessors since 1977.

        Raymond B. Dooley, age 50, joined the Board in March 1989.  He is a
     banker  specializing in structuring government backed corporate loans.
     Mr.  Dooley holds a Masters Degree in Business Administration from St.
     John's University.

All  Directors of the Company will serve in such capacity until the next  annual
meeting  of  Company's stockholders and until their successors  have  been  duly
elected and qualified.


Item 11:    Executive Compensation

Summary of Executive Compensation

The  following  table sets forth the total compensation paid or accrued  by  the
Company  to  executive  officers of the Company who served  in  such  capacities
during fiscal year 1997 (the "Named Officers") for services rendered during each
of the last three fiscal years.
<TABLE>
<CAPTION>
  <S>      <C>     <S>            <C>             <C>         <S>                <C>            <C>

                        SUMMARY COMPENSATION TABLE
                                                                            Long-Term
                                 Annual                                    Compensation
                                 Compens                                      Awards
                                  ation
                                 Fiscal                              Securities
  Name and Principal Position     Year        Salary         Bonus   Underlying
                                                                     Options
                                                                     Granted (#)
Homi M. Byramji.................  1997           $200,000     -0-     -0-   (a)
  President, Chief Executive      1996            170,000     -0-     -0-   (a)
  Officer and Treasurer           1995            142,000     -0-    12,500 (b)
John D.                           1997           $125,000     -0-     -0-   (a)
Case.......................       1996             75,000     -0-     -0-   (a)
  Chairman, General Counsel       1995             50,000     -0-    12,500 (b)
  and Secretary

</TABLE>
(a)     For the fiscal years ended February 28, 1997 and February 29, 1996,  Mr.
     Case  and  Mr.  Byramji  are included in the Key  Employee  Incentive  Plan
     approved by the shareholders in August 1995.  As of this date, the Plan has
     not been implemented and no options have been awarded.

(b)     Mr. Case and Mr. Byramji are partially compensated with options for  the
     purchase  of  Restricted Common Stock (per Rule 144 of the  Securities  and
     Exchange  Act  of 1933 as amended) of the Company.  The amount  of  options
     issued in exchange for services is valued at the average bid price for  the
     month of February.

Employment Agreements

None  of  the  Company's Executive Officers currently have employment  contracts
with the Company.

Employee Stock Purchase Plan

At  the  August  31, 1995 annual shareholders' meeting, the Board  of  Directors
approved  an  Employee  Stock  Purchase Plan.  The  Plan  enables  employees  to
purchase common stock of the Company through payroll deductions or cash payments
at  a  15%  discount based on the lower of the average closing price during  the
quarter, or the average closing price for the last five days of the quarter.

Key Employee Incentive Plan

At the August 31, 1995 annual shareholders' meeting, the shareholders approved a
plan that creates the ability to grant stock and/or options to purchase stock of
the Company to key corporate employees.

Outside Directors' Plan

At the August 31, 1995 annual shareholders' meeting, the shareholders approved a
plan  that  creates  the ability to grant non-qualified  stock  options  to  the
Company's outside directors.


Item 12:    Security Ownership of Certain Beneficial Owners and Management

The  following  table  sets forth certain information regarding  the  beneficial
ownership  of the Company's Common Stock as of February 28, 1997 by all  persons
known to the Company to be beneficial owners of more than 5% of its Common Stock
and  all Officers and Directors, both individually and as a Group.  For purposes
of   calculating   the  amount  of  beneficial  ownership  and  the   respective
percentages,  the number of shares of Common Stock which may be  acquired  by  a
person upon the exercise of outstanding warrants, options or upon conversion  of
outstanding  promissory  notes, are considered outstanding,  but  shall  not  be
deemed  to be outstanding for the purpose of computing the percentage of  Common
Stock owned by any other person.


Name and Address of      Amount and Nature of         Approximate
Beneficial Owner         Beneficial Ownership (1)     Percent of
Class (2)


Mark B. Burka                  441,000                     9.4%
618 Washington Avenue
Wilmette, IL  60091

Homi M. Byramji (3)            643,281                    13.6%
One Sheep Hill Road
Boonton Township, NJ 07005

John D. Case (3)               848,161                    18.0%
12 Timberland Lane
Old Brookville, NY 11545

Raymond B. Dooley                2,000                      -
98 Eighth Avenue
Sea Cliff, NY  11579

Irving B. Harris (4)           254,666                     5.4%
2 North LaSalle Street
Chicago, IL  60602

Jerome Kahn, Jr. (4)           452,999                     9.6%
2 North LaSalle Street
Chicago, IL  60602

Time Inc.                          157,576           3.3%
1271 Avenue of the Americas
New York, NY 10020

All Directors and Officers                   1,934,442          40.9%
as a Group (4 persons) (3)

      (1)      Unless otherwise indicated, all shares are directly owned and the
      sole voting and investment power is held by the persons named.
      (2)       Based   upon  4,708,186  shares  of  Common  Stock  issued   and
      outstanding as of February 28, 1997.
      (3)      Includes options for the purchase of 12,500 shares of  restricted
      Common Stock at $2.68 per share.
      (4)      Includes  shared voting and dispositive power  of  50,000  shares
      owned  by  the Harris Foundation and 204,666 shares owned by  the  William
      Harris & Company Profit Sharing Trust.

The  Company  does not know of any arrangements or pledge of its  securities  by
persons  now considered in control of the Company that might result in a  change
of control of the Company.

Item 13:  Certain Relationships and Related Party Transactions

In  February  1997,  the Company repaid all the outstanding  debt  owed  to  its
Chairman,  John  D. Case. The total debt repaid was $95,333, excluding  interest
paid.

Item 14:  Financial  Statements and Financial Statement Schedules, Exhibits  and
          Reports on Form 8-K and 8-A

 (a) (1) (2)   Financial Statements and Financial Statement Schedules

     A  list  of  the Financial Statements and Financial Statement  Schedules
  filed as a part of this Report is set forth in Item 8, and appears at  Page
  F-2 of this Report; which is incorporated herein by reference.

 (a) (3)  Exhibits

       3       Certificate of Incorporation and Amendments thereto*
       3(A)    By-Laws*

 (b)   Reports on Form 8-K


In  June  1996, Market Guide announced the signing of a multi-year  contract  to
provide  Reuters Ltd. with the right to use and distribute the contents  of  the
Market Guide database.  The Company deems the acquisition of this contract to be
of importance to its shareholders.

 (c)   Reports on Form 8-A


In January 1997, the Company announced completion of a private placement sale of
343,363  shares of restricted common stock at a price of $3.50 per  share  to  a
limited number of institutional and qualified individual investors.  Proceeds of
the offering totaled $1,201,771.

                           SIGNATURES

Pursuant  to the requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934, the Registrant has caused this Report to be signed on its behalf by
the  undersigned, as principal financial and accounting officer  thereunto  duly
authorized.

                                   MARKET GUIDE INC.

Dated: May 29, 1997
Lake Success, New York                  /s/ Homi M. Byramji
                                   President, CEO and Treasurer


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

SIGNATURES                    TITLE                      DATE




                           Chairman of the Board
/s/                        and Secretary             May 28, 1997
JOHN D. CASE


                           President, CEO,
/s/                        Treasurer and Director    May 29, 1997
HOMI M. BYRAMJI



/s/                         Director                 May 27, 1997
MARK B. BURKA



/s/                        Director                  May 28, 1997
RAYMOND B. DOOLEY








                       MARKET GUIDE INC.



                      FINANCIAL STATEMENTS

                               AND
                                        
                  REPORT OF INDEPENDENT AUDITORS'



             FOR THE YEARS ENDED FEBRUARY 28, 1997

                     FEBRUARY 29, 1996, AND

                       FEBRUARY 28, 1995


                          Table of Contents


Financial Statements


  Report of Independent Auditors'

  Balance Sheets for the Fiscal Years Ended February 28, 1997
  and February 29, 1996                                            F-4-5

  Statements of Operation and Accumulated Deficit for the  Fiscal
  Years
   Ended  February 28, 1997, February 29, 1996, and February  28,
1995                                                               F-6

  Statements  of  Cash Flows for the Fiscal Years Ended  February
  28, 1997,
  February 29, 1996, and February 28, 1995                         F-7

  Statements of Stockholders' Equity for the Fiscal Years Ended
  February 28, 1997, February 29, 1996, and February 28, 1995      F-8

  Notes  to Financial Statements February 28, 1997, February  29,
  1996,
  and February 28, 1995                                            F-9-17


Financial Statement Schedules


  Schedule  of  Indebtedness of and to Related  Parties  for  the
  Fiscal Years
   Ended  February 28, 1997, February 29, 1996, and February  28,
1995                                                               F-18

  Schedule  of  Property, Plant and Equipment for  the  Fiscal
  Years Ended
  February 28, 1997, February 29, 1996, and February 28, 1995      F-19

  Schedule  of  Accumulated  Depreciation  and  Amortization   of
  Property,
   Plant  and  Equipment for the Fiscal Years Ended February  28,
1997,
  February 29, 1996, and February 28, 1995                         F-20

  Schedule of Computer Software and Product Enhancements for the
  Fiscal Years Ended February 28, 1997, February 29, 1996,
  and February 28, 1995                                            F-21

  Accumulated Amortization of Computer Software and Product
  Enhancements for the Fiscal Years Ended February 28, 1997,
  February 29, 1996, and February 28, 1995                         F-22


                        MARKET GUIDE INC.
                         Balance Sheets
<TABLE>
<CAPTION>
<S>                                             <C>                    <C>
                                
                                       February 28, 1997     February 29, 1996
                                                                (restated)
ASSETS                                                      
Current Assets:                                             
Cash                                            $1,230,893             $680,783
Accounts receivable (net of                                                    
allowance for doubtful accounts)                   557,415              761,180
Prepaid  expenses and  other  current              263,630              264,411
assets
                                                                               
Total current assets                             2,051,938            1,706,374
                                                                               
Property, plant and equipment:                                                 
Furniture and equipment                            936,097              639,944
Equipment held under capital leases                942,949              543,655
Leasehold improvements                              72,509                    0
                                                 1,951,555            1,183,599
                                                                               
Less   Accumulated  depreciation  and                                          
amortization
(including  amortization of  $189,234                                          
and $154,233
in  1997  and 1996, respectively,  on              744,551              515,975
capital leases)
                                                                               
Net propery, plant and equipment                 1,207,004              667,624
                                                                               
Other assets:                                                                  
Computer    software   and    product                                          
enhancements
(net of accumulated amortization)                1,891,621            1,034,480
Deposits and other assets                           78,085               63,226
                                                                               
Total other assets                               1,969,706            1,097,706
                                                                               
Total assets                                    $5,228,648           $3,471,704
</TABLE>
                                                                               

                        MARKET GUIDE INC.
                   Balance Sheets - continued
<TABLE>
<CAPTION>
<S>                                                         <C>                <C>

                                                 February 28, 1997  February 29, 1996
                                                                        (restated)
                                                                    
LIABILITIES AND STOCKHOLDERS' EQUITY                                
Current liabilities:                                                
Current   maturities  of  long-term  debt   and            $176,012           $167,355
capital leases
Unearned revenues                                           248,679            163,371
Accounts payable and other accrued expenses                 179,493            401,546
                                                                                      
Total current liabilities                                   604,184            732,272
                                                                                      
Non-current liabilities:                                                              
Long-term  debt and capital lease  obligations,                                       
less
current maturities                                          564,262            291,202
                                                                                      
Total non-current liabilities                               564,262            291,202
                                                                                      
Commitments                                                       0                  0
                                                                                      
Total liabilities                                         1,168,446          1,023,474
                                                                                      
Stockholders' equity:                                                                 
Common  stock  -  $.001 par  value;  20,000,000                                       
shares
authorized,  4,708,186  and  4,188,245   shares                                       
issued
and outstanding in 1997 and 1996, respectively                4,708              4,188
Capital in excess of par value                            4,972,032          3,618,910
Accumulated deficit                                       (916,538)        (1,174,868)
                                                                                      
Total stockholders' equity                                4,060,202          2,448,230
                                                                                      
Total liabilities and stockholders' equity               $5,228,648         $3,471,704

</TABLE>

                        MARKET GUIDE INC.
         Statements of Operation and Accumulated Deficit
<TABLE>
<CAPTION>
<S>                                            <C>                    <C>                    <C>
                                
                                                        For the Years Ended
                                     Feb 28, 1997          Feb 29, 1996           Feb 28, 1995
                                                                             
Revenues:                                                                                          
Database vendors                           $4,150,777             $3,674,830             $2,432,007
Market Guide products                         563,788                257,001                181,413
Print product                                  61,853                 67,928                 74,530
                                                                                                   
Total revenues                              4,776,418              3,999,759              2,687,950
                                                                                                   
Expenses:                                                                                          
Salaries,   payroll   taxes   &             2,692,063              2,121,109              1,375,007
employee benefits
Database and product costs                    683,289                521,903                454,489
General and administrative                    961,663                724,406                440,826
Advertising and promotion                     138,961                 87,702                 55,451
                                                                                                   
Total expenses                              4,475,976              3,455,120              2,325,773
                                                                                                   
Income from operations                        300,442                544,639                362,177
Interest income                                31,128                 24,641                      0
Interest expense                             (75,592)               (60,974)                (6,893)
                                                                                                   
Income before income taxes                    255,978                508,306                355,284
Provision for income taxes                    (2,351)                  1,127                 16,846
                                                                                                   
Net income                                   $258,329               $507,179               $338,438
                                                                                                   
Accumulated deficit,  beginning           (1,174,868)            (1,682,047)            (2,020,485)
of year
Accumulated  deficit,  end   of            ($916,539)           ($1,174,868)           ($1,682,047)
year
                                                                                                   
Earnings per share:                                                                                
Primary                                         $0.06                  $0.12                  $0.08
Fully diluted                                   $0.06                  $0.12                  $0.08
                                                                                                   
Weighted   average  number   of                                                                    
shares
outstanding:                                                                                       
Primary                                     4,250,124              4,165,457              4,052,950
Fully diluted                               4,408,378              4,401,135              4,256,999
</TABLE>


                        MARKET GUIDE INC.
                    Statements of Cash Flows
                                
<TABLE>
<CAPTION>
<S>                                              <C>                  <C>                   <C>
                                                          For the Years Ended
                                        Feb 28, 1997         Feb 29, 1996         Feb 28, 1995
                                                              (restated)           (restated)
                                                                              
Cash     Flows    From    Operating                                                                
Activities:
Net income                                      $258,329             $507,179              $338,438
Adjustments to reconcile net income                                                                
to
net   cash  provided  by  operating              516,648              348,899               249,613
activities:
Depreciation and amortization                                                                      
                                                                                                   
Changes in assets and liabilities:                                                                 
(Increase)/Decrease   in   accounts              203,765            (202,367)             (227,141)
receivable
(Increase)/Decrease   in    prepaid                  781            (199,540)              (64,789)
assets
(Increase)/Decrease in deposits and             (14,858)              (6,750)              (49,855)
other assets
(Increase)/Decrease   in   accounts            (222,053)              185,548               (7,177)
payable
(Increase)/Decrease   in   unearned               85,308             (39,494)              (55,813)
revenues
Total adjustments                                569,591               86,296             (155,162)
                                                                                                   
Net   cash  provided  by  operating              827,920              593,475               183,276
activities
                                                                                                   
Cash     Flows    From    Investing                                                                
Activities:
Payments  for  purchase  of   fixed            (695,447)            (372,475)             (377,909)
assets
Payments for leasehold improvements             (72,509)                    0                     0
Development  of  computer  software                                                                
and
product enhancements                         (1,145,213)            (519,488)             (344,246)
                                                                                                   
Net    cash   used   by   investing          (1,913,169)            (891,963)             (722,155)
activities
                                                                                                   
Cash     Flows    From    Financing                                                                
Activities:
Payments  for notes payable,  long-                                                                
term debt and
capital leases                                 (250,392)             (60,428)              (57,134)
Proceeds from capital leases                     532,110              246,984               176,394
Proceeds    from    issuance     of                                                                
employee's and
director's stock plan                             51,869               64,129                60,844
Proceeds from private placement  of                                                                
common
stock                                          1,201,771                    0               853,370
Proceeds    from   stock    options              100,001               33,451                     0
exercised
                                                                                                   
Net   cash  provided  by  financing            1,635,359              284,136             1,033,474
activities
                                                                                                   
Net increase/(decrease) in cash                  550,110             (14,352)               494,595
Cash at beginning of year                        680,783              695,135               200,540
                                                                                                   
Cash at end of year                           $1,230,893             $680,783              $695,135
                                                                                                   
Supplemental  disclosure  of   cash                                                                
flow information:
Cash paid during the year for:                                                                     
                                                                                                   
Interest                                        $137,578              $60,974               $31,443
Corporate taxes                                    4,200                5,250                28,611

</TABLE>

                                                  
                        MARKET GUIDE INC.
               Statements of Stockholders' Equity
<TABLE>
<CAPTION>
<S>                                                 <C>             <C>      <C>                <C>            <C>
                                
                                                                         Capital In                       Total
                                                                          Excess of   Accumulated     Stockholders'
                                                 Shares      Par Value    Par Value     Deficit          Equity
                                                                                                   
Balance at February 28, 1994                      3,505,129      $3,505   $2,607,799  $(2,020,485)             $590,819
                                                                                                                      

Issuance  of  common  stock  in  a   private        568,930         569      852,801            0              853,370
placement for cash
Issuance   of   common  stock  pursuant   to         38,638          39       60,805            0               60,844
employee stock plan
Net income for the year                                   0           0            0      338,438              338,438
Balance at February 28, 1995                      4,112,697       4,113    3,521,405  (1,682,047)            1,843,471
                                                                                                                      
Stock options exercised                              45,717          45       33,406            0               33,451
Issuance   of   common  stock  pursuant   to         29,831          30       64,099            0               64,129
employee stock plan
Net income for the year                                   0           0            0      507,179              507,179
Balance at February 29, 1996                      4,188,245       4,188    3,618,910  (1,174,868)            2,448,230
                                                                                                                      
Issuance  of  common  stock  in  a   private        343,363         344    1,201,428            0            1,201,772
placement for cash
Stock options exercised                             158,334         158       99,843            0              100,001
Issuance   of   common  stock  pursuant   to                                                                          
employee's
and director's stock plans                           18,244          18       51,851            0               51,869
Net income for the year                                   0           0            0      258,329              258,329
Balance at February 28, 1997                      4,708,186      $4,708   $4,972,032   $(916,539)           $4,060,201
</TABLE>

                       MARKET GUIDE INC.
                 Notes to Financial Statements
            February 28, 1997, February 29, 1996 and
                       February 28, 1995

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.   Nature of Business

  Market  Guide Inc. was incorporated on March 23, 1983,  as  The
  Unlisted   Market  Service  Corporation  for  the  purpose   of
  collecting information to produce corporate profile reports  on
  unlisted publicly traded companies.  On September 3, 1986,  the
  current  corporate name was adopted.  Market Guide is currently
  engaged  in  acquiring, condensing, publishing and distributing
  historical   and   current   financial   information   to   the
  individual,  financial  services,  and  institutional  investor
  marketplaces.

  The   majority  of  the  Company's  revenue  is  derived   from
  approximately  fifty  third party vendors  who  distribute  and
  sell  the  Market Guide database.  Sales are made through  both
  third party vendors and direct sales to end users.

2.   Revenue Recognition

  Database  revenues  from certain information  vendors  are  not
  completely known until after the end of the fiscal period.   In
  these  instances, management uses estimates in recording vendor
  revenue   in  accordance  with  generally  accepted  accounting
  principles.   Accordingly,  actual results  could  differ  from
  these  estimates.  Subsequent adjustments are made after actual
  collection.

  Print  product  revenues and Market Guide for Windows  revenues
  are  deferred  at  the time of sale and recognized  ratably  as
  revenues   over  the  terms  of  their  subscriptions.    Costs
  associated  with procurement of these revenues are expensed  as
  incurred.  When CreditRisk Monitor sales begin, they will  also
  follow this practice.

  Bad   debts   are  recorded  under  the  allowance  method   of
  accounting.   For the years ended February 28,  1997,  February
  29,  1996  and February 28, 1995, $5,000, $15,000  and  $15,000
  were  charged to bad debt expense, respectively. As of February
  28,  1997  and  February 29, 1996, the allowance  for  doubtful
  accounts was $24,207 and $30,000, respectively.

3.   Property and Equipment

   Depreciation  and  amortization are provided  for  in  amounts
   sufficient  to  relate  the  cost  of  depreciable  assets  to
   operations   over  their  estimated  service  lives.    Leased
   property  under capital leases is amortized over the lives  of
   the  respective leases or over the service lives of the assets
   for  those leases which substantially transfer ownership.  The
   straight-line method
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (Continued)

  of  depreciation is followed for substantially all  assets  for
  both financial and tax reporting purposes.


4.   Capitalization of Computer Software and Product Enhancements

  Management  has elected, pursuant to SFAS No. 86, to capitalize
  computer  software  costs incurred for new product  development
  and  product  enhancements for the period  beginning  March  1,
  1989.   These  costs are reported at the lower  of  unamortized
  cost  or net realizable value.  The amortization of these costs
  are  included  in database and product cost.  All research  and
  development,  database maintenance and customer  support  costs
  are expensed as incurred.

  The  straight-line  method of amortization  is  used  over  the
  estimated  economic  life of the asset.  For  the  years  ended
  February  28,  1997, February 29, 1996 and February  28,  1995,
  $288,072, $199,233 and $179,656, respectively, were charged  to
  amortization expense. As of February 28, 1997 and February  29,
  1996,  accumulated  amortization was $1,172,555  and  $884,483,
  respectively.

5.   Earnings Per Share

  Primary  earnings per share are computed based on the  weighted
  average  number  of  shares of Common Stock outstanding.  Fully
  diluted  earnings  per  share  are  calculated  based  on   the
  weighted  average  number  of shares  and  include  outstanding
  stock options.

6.   Fair Value of Financial Instruments

  The  following methods and assumptions were used by the Company
  in   estimating  its  fair  value  disclosures  for   financial
  instruments:

  Cash  and  cash equivalents:  The carrying amounts of cash  and
  cash equivalents approximate their fair values.

  Capital  lease  obligations:  The carrying amounts  of  capital
  lease obligations approximate their fair value.

7.Employee Benefit Plan

  The  Company  established a 401(k) plan  effective  January  1,
  1997 for all employees with over six months of service.  On  an
  annual  basis, the employees may contribute the lesser  of  15%
  of  gross  salary or $9,500.  The Company matches  50%  of  the
  first  6%  of  the  employees' contribution.  Participants  are
  vested 20% for each year of service and are fully vested  after
  5  service years.  For the fiscal year ended February 28, 1997,
  the Company contributed $16,791 to the plan.

NOTE B -  LONG-TERM DEBT AND OTHER BORROWING ARRANGEMENTS
<TABLE>
<CAPTION>
     <S>                                       <C>                 <C>
                                                          
                                             02/28/97             02/29/96  
     12% Demand note (a)               $             0    $         95,333
     Capital lease obligations                 740,274             363,224
                                               740,274             458,557

     Less:  Current maturities                 176,012             167,355
     Total long-term debt                                                    
          and capitalized leases       $       564,262    $        291,202
     
</TABLE>
     
     (a)       The  holder  of this note is an  Officer  and
               Director of the Company.



Annual  scheduled  principal maturities  of  long-term  debt  and
capital lease obligations as of February 28, 1997 are as follows:
<TABLE>
<CAPTION>
  <C>                               <S>               <C>                     <C>
                                                  Capital Lease        Total of Long-Term
                                 Long-Term         Obligations          Debt and Capital
                                   Debt                                 Lease Obligations
Year Ending February 28(29),
  1998                         $    -0-        $     176,012        $         176,012
  1999                              -0-               195,405                 195,405
  2000                              -0-               201,625                 201,625
  2001                              -0-               140,486                 140,486
  2002                              -0-                26,746                  26,746
  TOTAL                        $    -0-        $      740,274       $         740,274
</TABLE>

NOTE C - COMMITMENTS AND CONTINGENCIES

1.   Capital Leases

The  schedule  of  future  minimum lease  payments  for  the
Company's  capital leases and the present value of  the  net
minimum lease payments are as follows:
<TABLE>
<CAPTION>
        <S> <C>        <S>                                           <C>

        Year ending February 28 (29),           1998          $      176,012
                                                1999                 195,405
                                                2000                 201,625
                                                2001                 140,486
                                                2002                  26,746
        Total minimum lease payments                          $      740,274
                                                                               
        Less:  Amounts representing interest                         166,898
                                                                              
        Present value of net minimum                                             
             lease payments                                    $      573,376
</TABLE>

2.   Operating Leases

The  Company  rents its three office facilities  under  operating
leases.  Two of the offices are located in Lake Success, New York
with a lease expiration in October 2005, and the other office  is
located in Chicago, Illinois with a lease expiration in May 1998.
For  the  periods ended February 28, 1997, February 29, 1996  and
February 28, 1995; $205,975, $127,910 and $88,020 were charged to
rent expense, respectively.

The  Company  can exercise a buyout option for the Lake  Success,
New  York offices in October 2001 for the amount of $165,134. The
annual  minimum lease payments under the operating leases  as  of
February 28, 1997 are:

   Year ending February 28 (29),   1998         $   375,804
                                   1999             441,394
                                   2000             452,836
                                   2001             467,169
                                   2002             482,051
                                   2003             497,473
                                   2004             513,337
                                   2005             529,812
                                   2006             360,740
                                                                      
                                 Total         $  4,120,616
                                                                      
NOTE C - COMMITMENTS AND CONTINGENCIES (continued)

3.   Legal Proceedings

The  Company  is  currently involved in a pending  lawsuit.   The
ultimate  outcome of this litigation is unknown  at  the  present
time.  Accordingly, no provision for any liability has been  made
to  the  accompanying financial statements.  Management does  not
believe  that the pending action will have a material  effect  on
the business activities of the Company.

NOTE D - INCOME TAXES

The  Company has adopted SFAS 109 and as of February 28, 1997 has
net operating loss and investment tax credit carryforwards in the
amount  of $895,735 and $10,524, respectively.  Pursuant to  SFAS
109, management believes that it does not have a greater than 50%
probability of realization of such loss carryforwards and credits
and  has decided to provide for a full valuation allowance.   The
investment  tax credits will begin to expire, if unused,  in  the
fiscal  year  ending  February  28,  1999.   Annual  fiscal  year
expirations total $3,588 in 1999; $5,470 in 2000; $1,466 in 2001.
Net  operating  losses will begin to expire, if  unused,  in  the
fiscal  year  ending  February  29,  2002.   Annual  fiscal  year
expirations  total  $607,252 in 2002 and $288,483  in  2003.  The
Company has recorded deferred tax assets related to the allowance
for  doubtful  accounts  in deposits and  other  assets.   As  of
February  28, 1997 and February 29, 1996 the deferred tax  assets
were $11,116 and $13,500, respectively.


The  components  of provision for income taxes (credits)  are  as
follows:

<TABLE>
<CAPTION>
        <S>                      <C>      <C>             <C>
                                                For the Years Ended
                               2/28/97     2/29/96       2/28/95
     Current                                                                      
        Federal            $     -0-     $  2,900    $    -0-
        State and Local        (4,734)     4,977          23,596
     Deferred                                                   
        Federal                  1,801    (5,100)         (5,100)
        State and Local          582      (1,650)         (1,650)
                                 
            TOTALS         $   (2,351)  $  1,127    $      16,846
</TABLE>

NOTE D - INCOME TAXES (continued)

Total  income tax expense differs from the expected  tax  expense
(computed by applying the U.S. Federal statutory income tax  rate
of 34% to income before income taxes) as follows:

<TABLE>
<CAPTION>
<S>                                    <C>             <C>        <C>        <C>            <C>       <C>
                                       02/28/97      %       02/29/96       %         02/28/95      %

Tax at Federal statutory rate     $     87,033      34.0  $     172,824    34.0  $    120,797      34.0
Federal alternative minimum tax            -0-       0.0          2,900     0.6           -0-       0.0

State income taxes, net of              (2,542)     (1.0)         1,636     0.3        13,924       3.9
  Federal tax benefit    

Net operating loss                                                                                          
  carryforwards, utilized              (88,324)     (34.5)     (179,716)   (35.4)      (118,772)   (33.4)

Graduated tax bracket
   differential                        (1,744)       (0.7)          -0-      0.0           -0-        0.0

Non deductible expenses                3,226           1.3        3,483      0.7            897       0.2

     TOTALS                   $        (2,351)        (0.9)  $    1,127      0.2  $     16,846      4.7

</TABLE>
Income  taxes payable as of February 28, 1997, February 29,  1996
and February 28, 1995 are as follows:
<TABLE>
<CAPTION>
     <S>                    <C>    <S>        <C>    <C>            <C>     <S>
     
                                   2/28/97          2/29/96            2/28/95

     Federal                $      -0-        $      2,900          $       -0-

     State and Local               929                 -0-                4,175
                  TOTALS    $      929         $     2,900           $    4,175
     
</TABLE>
NOTE E - STOCKHOLDERS' EQUITY

1.   Common Stock

On  January  27, 1997 the Company raised $1,201,771  through  the
sale  of 343,363 shares of restricted common stock at a price  of
$3.50  per  share in a private placement to a limited  number  of
institutional and individual investors.

On March 21, 1994 the Company raised $853,370 through the sale of
568,930 shares of restricted common stock at a price of $1.50 per
share, adjusted for the October 1995 one-for-four

NOTE E - STOCKHOLDERS' EQUITY (continued)

reverse stock split, in a private placement with a limited number
of institutional and individual investors.
     
On  August 11, 1994 the Company created a stock bonus program for
employees  based upon merit and years of service.  The bonus  was
awarded  in  four  equal quarterly installments  in  the  periods
ending  August 1994, November 1994, February 1995 and  May  1995,
subject  to  an employee's continued employment on the  dates  of
each award.  For the period ending February 28, 1995, the Company
issued  38,638 restricted shares at a total cost of $60,844.   In
the  period  ending February 29, 1996, the Company issued  29,831
restricted  shares at a total cost of $64,129.   For  the  period
ended  February  28, 1997, the Company did not  issue  any  stock
bonus.

The  Company  adopted an Employee Stock Purchase  Plan  effective
September 1, 1995.  The Employee Stock Purchase Plan is  intended
to qualify under Section 423 of the Internal Revenue Code.  Under
the terms of the Plan, 125,000 shares are available for purchase.
The  purchase price will be the lesser of an amount equal to  85%
of  the fair market value of stock calculated on the lower of the
average of the stock's closing price for a full fiscal quarter or
the  average  of  the stock's closing price  for  the  last  five
trading  days  of  a fiscal quarter.  As of the end  of  February
1997, 10,244 shares had been purchased under this plan at a total
cost of $31,388.

2.   Common Stock Options

In  May 1993 the Company granted options to two officers for  the
purchase  of  125,000 shares of restricted  Common  Stock  at  an
exercise price of $0.40 per share, adjusted for the October  1995
one-for-four  reverse  stock split, through  February  28,  1998.
These options were exercised on January 2, 1997.

In March 1994 the Company granted options to two officers for the
purchase  of  33,334  shares of restricted  Common  Stock  at  an
exercise price of $1.50 per share, adjusted for the October  1995
one-for-four  reverse  stock split, through  February  28,  1999.
These options were exercised on January 2, 1997.

In March 1995 the Company granted options to two officers for the
purchase  of  25,000  shares of restricted  Common  Stock  at  an
exercise price of $2.68 per share, adjusted for the October  1995
one-for-four reverse stock split, through February 29, 2000.

The  Company  adopted  an Incentive Stock  Option  Plan  for  key
employees  effective  September 1,  1995.   The  Incentive  Stock
Option  Plan  is  intended to qualify under Section  422  of  the
Internal  Revenue Code.  Under the terms of the  Plan,  incentive
stock  options or non-qualified stock options may be granted  and
93,750  shares were made available.  The option price  cannot  be
less  than  100%  of  the  fair market  value  of  the  stock  as
determined by the Company's Board of Directors on the date of the
grant  of  the  option.  As of February 28, 1997, there  were  no
options granted or exercised.

The  Company  adopted an Independent Director's  Stock  Incentive
Plan  effective September 1, 1995.  Under the terms of the  Plan,
only non-qualified stock options may be
NOTE E - STOCKHOLDERS' EQUITY (continued)

granted and 12,500 shares were made available.  The option  price
is  determined  by  a  Committee of three  disinterested  persons
appointed by the Board of Directors on the date of grant  of  the
option.   As of February 28, 1997, there were no options  granted
or exercised.

NOTE F - REVERSE STOCK SPLIT

On  August  31,  1995  the shareholders approved  a  one-for-four
reverse  stock  split  of the Company's $.001  par  value  common
stock.   The reverse stock split was effective as of October  16,
1995.  All references in the accompanying financial statements to
the  per  share amounts and earnings per share have been restated
to reflect the reverse stock split for all periods presented.

NOTE G - MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK

The Company has two major customers accounting for total sales of
$1,041,830  for  the  year ending February 28,  1997.   They  are
OneSource and Reuters.

As of February 28, 1997, the Company had $1,076,088 on deposit at
First  National Bank of Long Island and $139,052  on  deposit  at
Rocky Mountain Securities.

NOTE H - SUBSEQUENT EVENTS

On  March  5,  1997, the Company's stock commenced trading  on  a
Nasdaq SmallCap Market under the symbol MARG.

On April 4, 1997, CreditRisk Monitor, an Internet-based financial
information  and real-time news service targeted  at  the  credit
industry, began operating activities.

On  April  15,  1997,  the Company secured a $1,000,000  line  of
credit  with Fleet Bank.  The credit line is secured by a  first-
priority  perfected security interest in all present  and  future
assets of the Company.  The Company must maintain net earnings on
a  consolidated basis of no less than $1 in any fiscal year,  and
total  consolidated liabilities to tangible  net  worth  may  not
exceed  1.5 to 1.0 at any fiscal quarter end.  The interest  rate
on the line of credit ranges from prime rate plus % to prime rate
plus %.

NOTE I - RECLASSIFICATION OF FINANCIAL STATEMENT PRESENTATION

The Company has reclassified deferred interest charges of capital
leases   and   certain   computer  software   purchases.    These
reclassifications have been made to the 1996 and  1995  financial
statements   to   conform  with  the  1997  financial   statement
presentation.  Such reclassifications had no effect on net income
as previously reported.
NOTE J - SELECTED QUARTERLY FINANCIAL DATA (Unaudited)

Selected  quarterly financial data for the years  ended  February
28,  1997  and  February 29, 1996 are presented in the  following
table:
<TABLE>
<CAPTION>
                                                         Three Months Ended
<S>                                    <C>             <C>                <C>                       <C>

                                 May 31, 1996  August 31, 1996   November 30, 1996      February 28, 1997 
                                                                                                       
Total revenues                $     1,131,106  $     1,117,148 $        1,256,688       $       1,271,476
Operating income                      150,374           45,068            124,052                (19,052)
Income before taxes                   139,032           38,092            108,874                (30,020)
Net income                            137,712           37,442            107,341                (24,166)     
Earnings per share                        .03              .01                .03                   (.01)
Weighted average number of                                                                                
shares outstanding                  4,188,272        4,192,088          4,195,172               4,428,238
Fully diluted earnings per                .03              .01                .02                     .00
share
Fully diluted weighted                                                                                              
average number of shares            4,371,701        4,375,517          4,378,601               4,509,568
outstanding
                                                                                                                    
                                 May 31, 1995  August 31, 1995   November 30, 1995           February 29, 1996     
                                                                                                       
Total revenues                $       890,341  $       970,580 $        1,063,124   (1)   $       1,075,714   (2)
Operating income                       87,093          116,394            190,933                   150,219         
Income before taxes                    81,971          109,196            184,780                   132,359         
Net income                             77,053          101,552            173,693   (1)             154,881   (2)
Earnings per share                       $.02             $.02               $.04                      $.04    
Weighted average number of                                                                                          
shares outstanding                  4,116,737        4,174,470          4,182,802                 4,188,259 
Fully diluted earnings per               $.02             $.02               $.04                      $.04         
share
Fully diluted weighted                                                                                              
average number of shares            4,379,037        4,409,171          4,409,171                 4,409,171
outstanding
</TABLE>

(1)   Total revenues and net income were overstated by approximately
$25,000 due to Fourth Quarter revenues inadvertently
included in totals.

(2)   Total revenues and net income were understated by approximately
$25,000  due to revenues inadvertently included in  Third
Quarter totals (see (1) above).



       Schedule of Indebtedness of and to Related Parties
<TABLE>
<CAPTION>
<S>   <C>                 <C>   <C>     <C>    <S>  <C>  <C>     <C>      <S>

                              Balance At
                              Beginning Of                             End of
                              Year        Additions   Reductions       Year
February 28, 1997                                                            
John D. Case              $     95,333  $      -0-  $    95,333  $        -0-
                          $     95,333  $      -0-  $    95,333  $        -0-
February 29, 1996                                                            
                                                                             
John D. Case              $     95,333  $      -0-  $       -0-  $     95,333
                          $     95,333  $      -0-  $       -0-  $     95,333
February 28, 1995                                                            
                                                                             
John D. Case              $    125,333  $      -0-  $    30,000  $     95,333
                          $    125,333  $      -0-  $    30,000  $     95,333

</TABLE>

        
      Schedule of Property, Plant and Equipment
<TABLE>
<CAPTION>
     <S>       <C>               <C> <C>      <C> <C>     <C>    <S>  <C>     <C>

                                 Balance At                               
                                 Beginning      Additions                    End of
                                 Of Year        At Cost     Retirements       Year
     February 28, 1997                                                               
     Machinery & Equipment       $   571,525  $   262,709 $      -0-  $       834,234
     Capitalized Leased              543,655      399,294        -0-          942,949
     Equipment
     Office Equipment                 36,112          -0-        -0-           36,112
     Furniture & Fixtures             32,307       33,444        -0-           65,751
     Leasehold Improvements              -0-       72,509        -0-           72,509
          TOTAL                  $  1,183,599  $   767,956 $      -0-  $     1,951,555
                                           
                                                                                     
     February 29, 1996                                                               
     Machinery & Equipment       $   446,033  $   125,492 $      -0-  $       571,525
     Capitalized Leased              296,672      246,983        -0-          543,655
     Equipment
     Office Equipment                 36,112          -0-        -0-           36,112
     Furniture & Fixtures             32,307          -0-        -0-           32,307
     Leasehold Improvements              -0-          -0-        -0-              -0-
          TOTAL                  $   811,124  $   372,475 $      -0-  $     1,183,599
                                                                                     
     February 28, 1995                                                               
     Machinery & Equipment       $   267,919  $   178,114 $      -0-  $       446,033
     Capitalized Leased              106,983      189,689        -0-          296,672
     Equipment
     Office Equipment                 36,112          -0-        -0-           36,112
     Furniture & Fixtures             22,201       10,106        -0-           32,307
     Leasehold Improvements            4,859          -0-      4,859              -0-
          TOTAL                  $   438,074  $   377,909 $    4,859  $       811,124
</TABLE>


      Schedule of Accumulated Depreciation and Amortization of
                    Property, Plant and Equipment
<TABLE>
<CAPTION>
     <S>       <C>           <C>  <C>     <C>   <C>      <C>    <S>  <C>     <C>
                                  
                                Balance At                                  
                                Beginning                                   End of
                                Of Year       Depreciation   Retirements     Year
                             
     February 28, 1997                                                              
     Machinery & Equipment   $    302,109 $     189,411  $      -0-  $       491,520
     Capitalized Leased                                                             
        Equipment                 154,233        35,001         -0-          189,234
     Office Equipment              36,112           -0-         -0-           36,112
     Furniture & Fixtures          23,521         2,964         -0-           26,485
     Leasehold Improvements           -0-         1,200         -0-            1,200
          TOTAL              $    515,975 $     228,576  $      -0-  $       744,551
                                                                                    
     February 29, 1996                                                              
     Machinery & Equipment   $    224,526 $      77,583  $      -0-  $       302,109
     Capitalized Leased            84,002        70,231         -0-          154,233
        Equipment
     Office Equipment              36,112           -0-         -0-           36,112
     Furniture & Fixtures          21,669         1,852         -0-           23,521
     Leasehold Improvements           -0-           -0-         -0-              -0-
          TOTAL              $    366,309 $     149,666  $      -0-  $       515,975
                                                                                    
     February 28, 1995                                                              
     Machinery & Equipment   $    180,670 $      43,856  $      -0-  $       224,526
     Capitalized Leased                                                             
        Equipment                  58,677        25,325         -0-           84,002
     Office Equipment              36,112           -0-         -0-           36,112
     Furniture & Fixtures          20,893           776         -0-           21,669
     Leasehold Improvements         4,859           -0-       4,859              -0-
          TOTAL              $    301,211 $      69,957  $    4,859  $       366,309
</TABLE>



       Schedule of Computer Software and Product Enhancements

<TABLE>
<CAPTION>
     <S>                    <C>    <C>        <C>  <C>        <C>       <S>  <C> <C>

                                   Balance At                                  
                                   Beginning Of                                  
                                   Year           Additions        Retirement       Total
     February 28, 1997                                                                    
     Computer Software      $      1,918,963  $    1,145,213  $         -0-  $   3,064,176
     TOTAL                  $      1,918,963  $    1,145,213  $         -0-  $   3,064,176
                                                                                          
     February 29, 1996                                                                    
     Computer Software      $      1,399,475  $      519,488  $         -0-  $   1,918,963
     TOTAL                  $      1,399,475  $      519,488  $         -0-  $   1,918,963
                                                                                          
     February 28, 1995                                                                    
                                                                                          
     Computer Software      $      1,055,229  $      344,246  $         -0-  $   1,399,475
     TOTAL                  $      1,055,229  $      344,246  $         -0-  $   1,399,475

</TABLE>
     

      Schedule of Accumulated Amortization of Computer Software
                      and Product Enhancements
                                  
<TABLE>
<CAPTION>
                                  
     <S>                       <C>   <C>      <C>   <C>     <C>     <S>  <C>     <C>
                                  
                                  Balance At                                
                                  Beginning Of                                 
                                  Year           Amortization    Retirement     Total
     February 28, 1997                                                                    
     Computer Software         $     884,483  $     288,072 $       -0-  $       1,172,555
     TOTAL                     $     884,483  $     288,072 $       -0-  $       1,172,555
                                                                                          
     February 29, 1996                                                                    
     Computer Software         $     685,250  $     199,233 $       -0-  $         884,483
     TOTAL                     $     685,250  $     199,233 $       -0-  $         884,483
                                                                                          
     February 28, 1995                                                                    
                                                                                          
     Computer Software         $     505,594  $     179,656 $       -0-  $         685,250
     TOTAL                     $     505,594  $     179,656 $       -0-  $         685,250

</TABLE>