Exhibit 99




                         SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C. 20549



                                     FORM  11-K



                     Annual Report Pursuant to Section 15(d) of
                         THE SECURITIES EXCHANGE ACT OF 1934



                     For the fiscal year ended December 31, 1996



                    COMPUTRAC, INC. EMPLOYEE STOCK PURCHASE PLAN
                  1991 COMPUTRAC, INC. EMPLOYEE STOCK PURCHASE PLAN



                              (Full title of the plans)



                                   COMPUTRAC, INC.



            (Name of issuer of the securities held pursuant to the plans)



            COMPUTRAC, INC., 222 MUNICIPAL DRIVE, RICHARDSON, TEXAS 75080



                       (Address of principal executive office)

       <PAGE>

       Item 1.   Changes in the Plans

                 There  were no  material changes  in the  provisions of  the
                 plans during the year ended December 31, 1996.


       Item 2.   Changes in Investment Policies

                 There  were no  changes in  the investment  policies of  the
                 plans during the year ended December 31, 1996.


       Item 3.   Contributions Under the Plans

                 The Company's contributions are not  discretionary and are a
                 specified percentage of the employee's contributions.


       Item 4.   Participating Employees

                 There  were 19  participating employees  as of  December 31,
                 1996.


       Item 5.   Administration of the Plans

                 (a)  The plans are administered by a committee designated by
                      the Board of Directors and composed of the following
                      members:


       Name and Address              Position       Position with Issuer


       Harry W. Margolis             Member         Chairman of the Board
       222 Municipal Drive                          and Director
       Richardson, TX  75080

       Cheri L. White                Member         Vice President of Finance
       222 Municipal Drive
       Richardson, TX  75080


                 (b)  No member of the committee received any compensation
                      from the plans during the  year ended December  31, 
                      1996.

       <PAGE>

       Item 6.   Custodian of Investments

                 (a)  Alliance Trust Company is the custodian of investments.
                      The  address of  Alliance is,  4835 LBJ  Freeway, Suite
                      632, Dallas, Texas  75244.

                 (b)  The  plans paid  no compensation  to the  custodian for
                      service in any capacity for the year ended December 31,
                      1996.


       Item 7.   Reports to Participating Employees

                 During the year ended December 31,  1996, the plans provided
                 participants with a quarterly statement of activity, as well
                 as an annual report of the individual account activity.


       Item 8.   Investment of Funds

                 No substantial part of the assets  of the plans are invested
                 in securities other than the Registrant's.


       Item 9.   Financial Statements and Exhibits

                 (a)  Financial Statements:

                                                              Page


                 Statements of Net Assets Available for Plan
                    Benefits - December 31, 1996 and 1995      4
                 Statement of Changes in Net Assets Available
                    for Plan Benefits for the three years ended
                    December 31, 1996                          5
                 Notes to Financial Statements                 6

            (b)  Exhibits:

                 None

       <PAGE>
       <TABLE>
                                   COMPUTRAC, INC.
                            EMPLOYEE STOCK PURCHASE PLANS

                 Statement of Net Assets Available for Plan Benefits
                                     (unaudited)
       <CAPTION>
                                                                     December 31,
                                                                   1996       1995
       <S>                                                    <C>          <C>
          Assets:

          Cash                                                  $     18   $  11,999

          Common stock of CompuTrac, Inc., 19,993 and 71,931
             shares in 1996 and 1995, respectively, at
             market, cost was $50,681 and $111,115,
             respectively                                         42,485     179,828


                       Total assets                               42,503     191,827


          Liabilities:

          Common stock purchases  payable                         10,164      19,228

                       Total liabilities                          10,164      19,228

          Net assets available for plan benefits                $ 32,339   $ 172,599








       <FN>
       See accompanying notes to financial statements.

       </TABLE>
       <PAGE>
       <TABLE>
                                   COMPUTRAC, INC.
                            EMPLOYEE STOCK PURCHASE PLANS

           Statement of Changes in Net Assets Available for Plan Benefits
                                     (unaudited)
       <CAPTION>
                                                              December 31,
                                                       1996        1995       1994
       <S>                                        <C>         <C>         <C>
       Net assets available for plan
           benefits, January 1                     $   172,599 $   27,118 $  141,291

       Additions:

           Employer cash contributions                  30,238     37,038     31,545

           Employee cash contributions                  90,793    111,125     22,200

           Other miscellaneous receipts                     21        867      1,880

           Unrealized (depreciation) appreciation
              of common stock of CompuTrac, Inc.      (20,733)    165,961     14,202

           Total additions                             100,319    314,991     69,827


       Deductions:

           Distributions to participants               236,238    169,510    181,628

           Other distributions                           4,341          0      2,372

           Total deductions                            240,579    169,510    184,000

       Net assets available for plan
           benefits, December 31                   $    32,339 $  172,599 $   27,118





       <FN>
       See accompanying notes to financial statements.


       </TABLE>
       <PAGE>

                                   COMPUTRAC, INC.

                            EMPLOYEE STOCK PURCHASE PLANS

                            NOTES TO FINANCIAL STATEMENTS


       NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

       (A)  CompuTrac, Inc.  (the "Company")  established the  Employee Stock
       Purchase Plans to provide its employees  with an employee benefit plan
       whereby its employees can participate in  the equity and growth of the
       Company.

       (B)  The investment in common stock of the Company is stated at market
       value  based  upon the  closing  sales  prices  as transacted  on  the
       American Stock Exchange.  Such closing  price was $2.125 and $2.50 per
       share at December 31, 1996 and 1995, respectively.

       (C)  The financial statements have been prepared  on the accrual basis
       of accounting.

       NOTE 2 - THE PLANS:

            The  Company's Board  of Directors  adopted  the CompuTrac,  Inc.
       Employee Stock Purchase Plan in December 1985 and in May 1991, adopted
       the CompuTrac,  Inc. 1991 Employee Stock  Purchase Plan.   The Company
       reserved 300,000 and  500,000 shares of its Common  Stock for purchase
       by its  employees pursuant  to the terms  of the  plans, respectively.
       Under the plans,  eligible participating employees of  the Company can
       purchase  Common Stock  from the  Company through  salary withholding.
       The plans are not subject to the provisions of the Employee Retirement
       Income Security  Act of  1974, nor  are they  intended to  qualify for
       special tax  treatment under Section 401  (a) of the  Internal Revenue
       Code.  The Company filed Registration  Statements in January 1986, and
       May 1991  and August 1995 covering  stock that can be  purchased under
       the plans.

            Each participating  employee may elect to  have an amount  up to,
       but  not in  excess of,  10% of  his or  her regular  salary or  wages
       withheld for the purpose of purchasing the Company's Common Stock.  On
       each  monthly stock  purchase date,  the Company  contributes to  each
       participating employee's  account an  amount equal to  33 1/3%  of the
       aggregate  contributions of  such  participant  since the  immediately
       preceding  stock purchase  date,  and funds  then  accumulated in  the
       participant's account, including the  Company's contribution, are used
       to purchase authorized but unissued shares  of the Common Stock of the
       Company.  Any  funds remaining in the participant's  account after the
       purchase of  the maximum  number of  full shares  of Common  Stock are
       retained  in the  participant's account  and  treated as  part of  the
       accumulation for the next succeeding calendar month.

       <PAGE>

            The purchase price of the Common  Stock purchased pursuant to the
       plans is the lesser of the  average of the closing sales prices during
       the  preceding calendar  month or  the  average of  the closing  sales
       prices for  the last  five trading days  preceding the  stock purchase
       date.    No fees,  commissions,  or  other  charges  are paid  by,  or
       otherwise charged to, the participants or their accounts in connection
       with the  purchase of Common Stock  under the plans.   All expenses of
       administering the plans are paid by the Company.

            All Common  Stock of the  Company purchased by  the participating
       employees pursuant  to the plans  may be voted  by the employee  or as
       directed by the employee.

            The Employee Stock Purchase Plans do  not discriminate, in scope,
       terms, or operation, in favor of  officers or directors of the Company
       and are available,  subject to the eligibility rules of  the plans, to
       all employees of the Company on the same basis.

       NOTE 3 - FEDERAL INCOME TAXES:

            The  Employee Stock  Purchase Plans  are not  subject to  federal
       income taxes.   Under current federal  income tax law,  the difference
       between the fair market value of  the shares acquired under the plans,
       and  the amount  contributed by  the employee  is treated  as ordinary
       income to the employee for federal  income tax purposes.  Accordingly,
       the  Company withholds  all applicable  taxes  from the  participating
       employee's salary.  The fair market  value of the shares is determined
       as of the stock purchase date.   The plans are not intended to qualify
       for  special tax  treatment  under Section  401  (a)  of the  Internal
       Revenue Code.
       <PAGE>
                                     SIGNATURES


            Pursuant to the requirements of the Securities Exchange Act of
       1934, the trustees have duly caused this annual report to be signed by
       the undersigned, thereunto duly authorized.

                    COMPUTRAC, INC. EMPLOYEE STOCK PURCHASE PLAN
                  1991 COMPUTRAC, INC. EMPLOYEE STOCK PURCHASE PLAN


                      By: ______________________________
                                Cheri L. White
                            Vice President of Finance
                            Date:  April 28, 1997