<PAGE>

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM 10-K

x    Annual  report  under Section 13 of 15(d) of the  Securities
     Exchange Act of 1934
__   For the fiscal year ended March 31, 1998

     Transition  report  under  Section  13  or  15(d)   of   the
     Securities Exchange Act of 1934
     For the transition period from ____________ to _____________

                Commission file number: 0-22122


                   MICROS-TO-MAINFRAMES, INC.
     (Exact name of Registrant as specified in Its charter)


         New York                          13-3354896
(State or Other Jurisdiction            (I.R.S. Employer
of Incorporation or Organization)     Identification No.)


614 Corporate Way, Valley Cottage, New York    10989
(Address of Principal Executive Offices)     (Zip Code)

Registrant's Telephone Number, Including Area Code:    (914) 268-5000

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g)of the Act:Common Stock,
                                                        $.001 Par Value

      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

     Indicate  by  check mark if disclosure of delinquent  filers
pursuant  to Item 405 of Regulation S-K is not contained  herein,
and  will  not  be  contained, to the best  of  the  registrant's
knowledge,  in the proxy statements incorporated by reference  in
Part  III of this Form 10-K or any amendment to this Form 10-K  [ ].

     The  aggregate market value of the voting stock held by non-
affiliates of the Registrant, as of June 15, 1998, was $5,555,011
(assuming  solely  for  purposes of  this  calculation  that  all
directors and officers of the Registrant are "affiliates").

     The  number of shares outstanding of the Registrant's Common
Stock,  par  value  $.001 per share, as of  June  15,  1998,  was
4,450,374.

     Documents Incorporated by Reference: N/A


<PAGE>
ITEM 1.   BUSINESS

GENERAL

     Micros-to-Mainframes,   Inc.  and  its   subsidiaries,   MTM
Advanced   Technology,   Inc.   and   Data.Com   RESULTS,    Inc.
(collectively,  the  "Company" or "MTM") serve  as  a  "one-stop"
organization for data processing solutions by providing  computer
hardware   and  software  sales,  systems  design,  installation,
consulting,   maintenance   and  integration   of   microcomputer
products,  including the design and implementation of  wide  area
networks ("WAN's") and local area networks ("LANs").  The Company
sells,   installs  and  services  microcomputers,   microcomputer
software  products,  supplies, accessories  and  custom  designed
microcomputer  systems.  MTM  is primarily an  authorized  direct
dealer  and value added reseller.  The Company also serves  as  a
systems  integrator, by integrating into a single working system,
for a client, a group of hardware and software products from more
than 40 major computer vendors including Compaq, Hewlett Packard,
IBM,  Dell, NEC, Seagate Technology, Apple, Cisco, Canon, Novell,
Microsoft, Toshiba, 3COM, Cubix, Fore Systems, Madge and numerous
others.

     MTM  provides  its customers, some Fortune 500  corporations
and  others mostly considered to be in the Fortune 2000  category
(hereinafter referred to as "Fortune 2000 corporations")  in  the
tri-state  New  York  Metropolitan area, with  a  wide  range  of
related  outsourced customer support services, including  network
analysis    and    design,   systems   configuration,    physical
installation, software loading, application training,  continuing
education,  maintenance and repair services.  A  network  is  the
integration of two or more computers and their components into  a
system  that allows multiple users to share the same information,
communicate  with the mainframe (a computer with  large  capacity
used  primarily  for  massive  data storage  and  processing)  or
central  networking system and all other computers and peripheral
equipment.

     The  outsourcing  of computer services is a rapidly  growing
trend  whereby a client company obtains all or a portion  of  its
data  processing requirements from a systems integrator, such  as
MTM,  that  specializes  in  the  computer  service,  product  or
application  required  by  the client.   Outsourcing  is  a  fast
growing component of the data processing industry.  The focus  of
the  Company's  growth  revolves around the Company's  outsourced
support  services,  which include contract  programming,  network
consulting  and staff leasing in addition to systems integration.
Since  1991,  the  Company  has been providing  customer  support
services  and is focusing its current marketing efforts  in  such
areas.   Such  services account for about 22%  of  the  Company's
current  revenues, including a small amount of  revenues  derived
from maintenance and repair services.

     On  May  18,  1998,  the  Company acquired  19.9%  of  Pivot
Technologies, Inc. ("Pivot"), a remote network servicer,  and  an
option (the "Option") to cause the merger of Pivot into a  to  be
created wholly-owned subsidiary of the Company.  No assurance can
be   given  that  the  Company  will  exercise  the  Option.   In
connection  with such acquisition, Pivot and the  Company  agreed
that  Pivot  would  be its exclusive provider of  remote  network
services to such clients of the Company who desire such services.
Such  agreement  is generally for the term of the Option,  unless
extended  by  the Company in its sole discretion,  from  time  to
time, for a period not in excess of the earlier of ten (10) years
and  the  date  the Company no longer has an equity  interest  in
Pivot  (generally such time as, if ever, Pivot  calls  the  Pivot
stock owned by the Company or the Company puts same to Pivot).
<PAGE>
     On  May  6,  1996,  the  Company acquired  the  business  of
Data.Com  RESULTS,  Inc. ("Data.Com"), a data  communication  and
networking consultant and advanced technology solutions  provider
primarily   serving   clients  located  in   Connecticut.    This
acquisition  complements  the  Company's  existing  business   by
expanding its client base throughout Connecticut and New England.
The  Company expects to continue to expand its operations  either
internally  or through strategic acquisitions, with  emphasis  on
its support services.

     The  Company's software support services include network and
mainframe  connectivity  (communication  between  computers   and
networks) consulting, hardware and software maintenance,  network
management,  videoconferencing  consulting  and  trouble-shooting
support.   The  Company's clients have access to person-to-person
support  services  administered by  a  staff  of  highly  trained
support engineers, generally via a toll-free 800 telephone  call.
The  Company's  clients  also  have access  to  MTM's  consulting
services  for  LAN  and  WAN planning, detailed  systems  design,
gateway (a device which allows computer users to access data from
networks  to  the mainframes or by telephone), bridge  (a  device
which  allows computer users to communicate between networks  and
provides  an  expansion  route  for  the  existing  network)  and
security/disaster recovery, among other services.

     The Company was incorporated on May 12, 1986 in the State of
New York.

INDUSTRY

     The microcomputer industry has become a multi-billion dollar
industry  since  its  development in the late 1970's.  Management
believes   that  this  is  attributable  to  rapid  technological
advances  leading  to  the  development  of  significantly   more
powerful microcomputers at substantially lower prices than larger
minicomputers.   The use of microcomputers has become  widespread
throughout  the  workplace also because of the  smaller  size  of
microcomputers,   as   compared   to   minicomputers,   and   the
microcomputer's versatility and ability to connect to  and  share
information with mainframe systems.  The Company believes,  based
on  its  knowledge of the industry and industry  data,  that  the
microcomputer industry experienced a compound annual growth  rate
of  almost 50% from 1984 to 1988 and a more modest annual rate of
growth  ranging from 10% to 17% since 1988. The Company  believes
that  the industry will continue to grow at this modest  rate  in
the future, although there can be no assurance that it will.

     Corporations purchase their computer hardware from a  number
of   sources,  including  manufacturer  authorized  dealers   and
value-added  resellers,  such as MTM,  retail  stores  and,  with
increasing importance, directly from manufacturers through direct
telemarketing  and mail order organizations.  Direct  sales  have
benefited   from  microcomputer  users  becoming  more   computer
literate,  the  emergence  of industry  standards  and  increased
inter-changeability  of  peripherals.   As  a   result   of   the
foregoing,  the  microcomputer  dealer  distribution  channel  is
currently undergoing additional market segmentation into  dealers
such as the Company, which are systems integrators which offer  a
one-stop total solution for outsourcing.

PRODUCTS

     The  Company  markets  microcomputers,  printers,  displays,
video  conferencing  products, LAN and  WAN  products,  plotters,
software  and  other peripheral products.  MTM is  an  authorized
sales  and  service  dealership of  microcomputer  equipment  and
related  products  supplied  primarily  by  major  manufacturers,
including,  but not limited to, Compaq Computer Corporation,  IBM
Corporation, Dell Computer Corporation, Hewlett-Packard  Company,
Apple  Computer, Inc., Seagate Technology, Inc.,  Cisco  Systems,
Inc.,  Fore  Systems,  Inc., Canon USA, Inc.,  Novell,  Inc.  and
Toshiba  American Information.  The Company offers a  variety  of
products   manufactured   by  other  companies,   including   NEC
Technologies,  Inc., 3COM Corporation, Cubix  Corporation,  Madge
<PAGE>
Development  Corp. and others, and software products  from  major
suppliers, including Microsoft Corporation, IBM and others.

     MTM purchases certain products from distributors selling  to
other  dealers, at prices generally lower than the Company  could
obtain   directly  from  suppliers.   The  Company  also  obtains
products  from  a  number  of  suppliers,  including  independent
distributors, on an individual purchase order basis  rather  than
through  dealership  agreements.  MTM will  also  order  specific
products   from  other  manufacturers  to  satisfy  a  particular
customer  requirement.   The  Company  regularly  evaluates   new
products,  both  internally  and  through  evaluations  with  its
customers.  See "Business - Suppliers."

     The  microcomputer  industry is  characterized  by  numerous
hardware  systems  that utilize different and often  incompatible
standards  for  hardware  and  software.   The  Company  has  the
capability  to design systems and support services which  include
products  or  components  manufactured by numerous  manufacturers
that address most applicable industry standards.

     The  Company  is  an authorized dealership for  the  various
standardized  LAN systems, including Novell, 3COM, Microsoft  LAN
Manager,  the  IBM  Token Ring Network, Ethernet  and  compatible
alternatives.   In addition, the Company sells and  services  LAN
and  WAN products produced by the various manufacturers which  it
represents.  LAN and WAN systems allow various microcomputers  to
communicate  with  other  computers in a  group  and  with  other
microcomputers  in  other LANs and WANs.  The  Company's  clients
have  access  to  the  Company's Connectivity  and  Communication
Laboratory described below where they can test, design and create
LANs and WANs.

OUTSOURCED SUPPORT SERVICES

MTM  support  services include a wide range of services  designed
for  its  customers' corporate planners and management needing  a
single  source for technical support issues, such  as  local  and
wide   area   networks,  gateways,  bridges,  system   conversion
planning,  hardware  and  software specifications,  database  and
database server development and implementation, videoconferencing
and security/disaster recovery.

     The  outsourcing  of computer services is a rapidly  growing
trend  in which a client company obtains all or a portion of  its
data  processing requirements from a systems integrator, such  as
the Company, that specializes in the computer service, product or
application required by the client.

     The   Company   believes   that   it   is   generally   more
cost-effective  and  more efficient for its clients  to  purchase
outsourcing  services from the Company than for them  to  provide
equivalent  services  by  hiring their own  service  and  support
personnel.

     The  following services provide the Company's  clients  with
the  ability  to outsource virtually all of their support  issues
with one company for a wide variety of microcomputer hardware and
software   products.   These  services  generally   provide   the
Company's  clients  with  access via an  800  telephone  call  to
person-to-person  support services administered  by  a  staff  of
highly  trained  support  engineers  in  the  Company's  Advanced
Technology  Group.   The Advanced Technology  Group  includes  44
technical  support  persons  under  the  supervision  of  a  Data
Communications  Manager.  This group is responsible  for  systems
design and the implementation of technology and the management of
advanced  technology  projects  including  LANs,  WANs  and  data
communications problem solving for clients.

NETWORK AND MAINFRAME CONNECTIVITY CONSULTING

     MTM and its staff of networking consultants offer experience
at  all  levels  of  computers to provide management  information
<PAGE>
services (MIS) departments with consulting services ranging  from
connectivity  to  enhancements, feasibility  and  implementation.
These  services  address  critical issues  such  as  performance,
reliability   and  compatibility  with  proven   strategies   and
products.  MTM offers research and planning insight at all levels
of information flow from mainframes to minis to micros and within
each  system.   These  consulting services provide  clients  with
access  to  a  variety  of options in designing  and  maintaining
systems.

CONNECTIVITY AND COMMUNICATION LABORATORY

     The  Company's  Advanced Technology  Group  seeks  to  serve
customers'  increasing  communications  requirements,   including
their need to share data and resources using LANs and WANs.   The
Company  offers an array of connectivity services, including  LAN
and   WAN  system  design  and  configuration,  videoconferencing
consulting,  user  training and installation.  In  addition,  the
Company   has   established  a  Connectivity  and   Communication
Laboratory  in  its  executive  offices.   This  state-of-the-art
facility provides a multi-vendor environment to test connectivity
networks,   create  multi-vendor  LANs  and  WANs  and   solution
prototypes, perform feasibility studies, perform pre-release  and
new  connectivity product testing, perform product  compatibility
testing, product bulletproofing, procedures development,  product
evaluation and optimization, replication, diagnosis and  solution
of  service problems and to generally provide a basis to  address
support issues.

     The  Company's lab features several different  LAN  and  WAN
operating  systems from such manufacturers as Novell,  IBM,  SCO,
Microsoft  Lan Manager and 3COM and includes the entire  spectrum
of computer sizes.

NETWORK MANAGEMENT AND FINE-TUNING

     The  Company's  Advanced Technology Group provides  services
designed  to  resolve  complex network  and  data  communications
management  issues  for clients with existing  multiple  networks
and/or  sites currently utilizing communication servers, gateways
to host computers and bridges linking multiple servers (a primary
storage  device,  normally  a PC in a network).   These  services
include  network  security  planning  and  implementation,   data
integrity  and  redundancy,  network  fine-tuning  and  auditing,
performance  testing,  evaluation  and  optimization,   corporate
electronic mail and site management.

1-800-PRODUCT SUPPORT

     The  Company's experienced support engineers provide product
support  to  resolve  specific operating system  and  application
problems.  The Company's toll-free 800 telephone support line can
be  used  for such problems as application software, installation
assistance,  error  message handling or shared  device  problems.
The applications supported include spread sheets, word processing
packages,  communications,  network  and  PC  operating  systems,
graphics, databases and various utilities.

     The  Company provides its clients with instant access to the
latest   product  support  resources  for  known   problems   and
resolutions, updates and release information.

NETWORK TRAINING AND CONSULTING

     The   Company's  Advanced  Technology  Group  provides   the
Company's clients and their corporate management, as well as  its
own  engineering and sales personnel, with technical support  and
training.   The  Company's support engineers have generally  been
trained  by  the  major computer vendors and  receive  additional
training  from courses given by computer vendors, as well  as  by
the  Company's Data Communications Manager, on an as needed basis
<PAGE>
and  also  in  order  to maintain their certifications  with  the
respective  vendors.   The Company offers comprehensive  training
sessions    for   its   customers   featuring   instruction    by
manufacturer-trained  customer  support  representatives.    This
department  assists in post-sale customer inquiries  and  network
consultation  and  support via a toll-free 800 telephone  number.
The   Company  offers  customer  training  seminars  for  various
microcomputer  hardware  and  software  products   at   its   own
facilities and at customer sites.

PRODUCT MAINTENANCE

     The  Company  offers  contracts to its  customers  for  both
on-site  and  off-site  complete product maintenance  and  repair
services.  These maintenance contracts generally provide for  the
Company  to  maintain microcomputer equipment at  the  customer's
location   during  regular  business  hours.   Most   maintenance
contracts  are  renewable  annually.  In  addition,  the  Company
provides  authorized  warranty service and repair  for  equipment
sold  by  it  and  by  others.  The service  department  fulfills
warranty requirements and offers extended maintenance and  repair
agreements  after  the  expiration of manufacturers'  warranties.
The  service department maintains complete parts inventories  for
the  products  distributed  by the  Company  and  is  staffed  by
manufacturer-certified field engineers.

DIAGNOSTICS

     The  Company  will  ship  one of its trouble-shooting  tools
(e.g., HP Advisor,  Novellr LANalyzer or Network Analyzer)  to  a
client  to  allow  dial-in  access for  trouble-shooting  network
hardware  and  software  related  problems.   By  displaying  and
capturing  network  traffic,  the Company's  experienced  systems
engineers  can  analyze and determine the  network  problem.   In
addition, through a remote dial-in system, the Company's  systems
engineers can access a client's network problems.

DATABASE

     MTM has access to state-of-the-art technical databases which
provide  it  with  information concerning technological  advances
from major vendors.  This assists the Company in trouble-shooting
as it receives up-to-date product information from a wide variety
of  vendors.  The Company has either been licensed, contracted or
authorized  to use the following  databases:  Novell's  technical
database  which  Novell engineers use for  research  and  network
diagnosis,  as  well as technical information from  IBM,  Compaq,
Cisco,  Microsoft,  NEC,  3COM,  and Fore  Systems,  Inc.   These
databases  provide the Company with technological  advances  from
major vendors as soon as the information is published.  These, in
turn,  allow  the  Company its flexibility to  shift  rapidly  to
vendors  whose products are expected to increase in demand  as  a
result of technological advances.

ACCESSORY PRODUCTS

     The  Company  has  formed new purchasing relationships  with
several   computer  supply  vendors,  through  which  it  resells
diskettes,  data  tape, compact disks, toner, ribbons  and  other
related computer supplies.  The Company does not believe that  it
is dependent on any one vendor of computer supplies, and the loss
of  any  such vendor would not have a material adverse impact  on
the Company.

MARKETING AND SALES

     The  Company's marketing efforts are focused on Fortune  500
corporations and, to a greater degree, what may be categorized as
Fortune  2000  corporations, professional firms and  governmental
and   educational  institutions.   Except  for  major   corporate
accounts, these customers generally do not have internal computer
support  personnel.   Management  believes  that  the  increasing
complexity   of   microcomputer  systems,  increased   usage   of
<PAGE>
microcomputers  in  the workplace and the  trend  toward  network
interconnecting  will cause business and institutional  customers
to  require  significant  levels of outsourced  customer  support
services,  such  as those provided by the Company.   The  Company
believes  that these customers are increasingly relying on  their
dealers  and  suppliers  to provide, in addition  to  competitive
pricing,  a  one-stop  solution-based  approach  to  their   data
processing requirements.  The Company uses such an approach which
addresses   purchasing,   compatibility,  maintenance,   support,
training and obsolescence.

     The  Company  has  approximately 500  active  clients.   The
Company's  customers are well diversified in such  industries  as
securities,      financial     institutions,     pharmaceuticals,
manufacturing, distribution, law and accounting firms.   For  the
fiscal  years ended March 31, 1998, 1997 and 1996 ("Fiscal 1998",
"Fiscal 1997" and "Fiscal 1996"), approximately 13%, 13% and 16%,
respectively, of the Company's total revenues were  derived  from
sales  to PaineWebber, Incorporated ("PaineWebber").  Even though
the  Company's agreement with PaineWebber terminated in  February
28,  1998, the Company is negotiating an extension thereof.   The
Company  is  continuing  to  do  business  with  PaineWebber   on
generally  the  same terms as the expired agreement.   While  the
Company   believes  it  will  be  successful  in  extending   the
PaineWebber Agreement, no assurance thereof can be given.  In any
event,  sales  to PaineWebber are negotiated on a  case  by  case
basis.    During   Fiscal  1997,  Bloomberg,  L.P.  ("Bloomberg")
accounted  for  approximately 16% of the Company's revenues  even
though  for  Fiscal  1998  such  percentage  was  less  than  3%.
Although the Company's customer base has increased, the  loss  of
PaineWebber as well as, to a lesser extent, the loss of any other
principal customer, would be expected to have a material  adverse
effect  on  the Company's operations during the short term  until
the  Company  is able to generate replacement business,  although
there  can  be  no assurance of obtaining such business.   During
Fiscal  1998, the Company contracted with BTG, Inc.  ("BTG"),  in
connection  with  the termination of the agreement  and  plan  of
merger   between   the  Company  and  BTG,  to  provide   certain
"transition  services" to BTG.  It is not  anticipated  that  any
relationship between the Company and BTG will continue after  the
termination of the aforementioned service agreement.

     As  of  June  15, 1998, the Company employed 30 salespersons
who  are paid salaries, commissions and/or a combination of both.
The Company's sales executives regularly call on sales management
at  companies with solutions for their computer problems.   While
the  Company's marketing activities are focused on  Fortune  2000
corporations located in the tri-state Metropolitan New York  area
and  throughout New England, the Company sells its  products  and
services  to  branch offices of its customers, including  Fortune
500 corporations, throughout the United States.  The Company also
relies  on  customer  referrals  from  its  major  suppliers  and
manufacturers who often receive requests for a systems integrator
to design and install their systems.

     The  Company's  sales  executives generally  participate  in
approximately five hours of training per week concerning  various
topics,  including  product knowledge, industry  information  and
sales  techniques.  The Company's ability to successfully  expand
its  business will depend, in part, on its  ability  to  attract,
hire  and retain highly skilled and motivated marketing and sales
personnel, of which there can be no assurance.

     MTM also makes joint sales presentations with certain of the
Company's  major suppliers to existing and prospective customers.
Certain  of these suppliers' customer fulfillment option programs
allow  customers who purchase directly from the supplier to apply
purchases  from  MTM  to their purchase obligations  under  those
agreements.  As a result, these customers have the flexibility of
purchasing products from the Company to take advantage  of  MTM's
added   services   and   its  ability   to   integrate   multiple
manufacturers'   products.    Most   major   manufacturers   have
instituted  either  a  moratorium or  a  selective  authorization
procedure  on  the  approval of additional authorized  dealership
<PAGE>
locations.   While  in  effect, such policies  may  preclude  the
Company and its competitors from becoming authorized dealers  for
new vendors.

SUPPLIERS

     The  Company  purchases microcomputers and related  products
directly  from numerous suppliers as either an authorized  dealer
or  a  value  added  reseller.   The  Company  has  entered  into
authorization  agreements with its major  suppliers.   Typically,
these  agreements  provide  that MTM has  been  appointed,  on  a
non-exclusive  basis,  as  an  authorized  dealer   and   systems
integrator  of  specified products of the supplier  at  specified
locations.  Most of the authorization agreements provide that the
supplier  may terminate the agreement with or without cause  upon
30  to  90  days  notice or immediately upon  the  occurrence  of
certain   events.   In  addition,  although  each  agreement   is
generally subject to renewal on an annual basis, there can be  no
assurance  that  such  agreements will be renewed.   The  Company
believes  that  its  relationships with its major  suppliers  are
excellent.

     Sales   of   Dell  Computer  products  have  accounted   for
approximately  23%, 20% and 24%, respectively, of  the  Company's
revenues during Fiscal 1998, Fiscal 1997 and Fiscal 1996.  All or
substantially all of such product purchase were directly  through
Dell.  Sales of Compaq products accounted for approximately  16%,
26%  and  13%,  respectively, of the  Company's  revenues  during
Fiscal  1998,  Fiscal  1997 and Fiscal  1996.   Such  sales  were
substantially, if not all, through distributors.   Sales  of  IBM
products accounted for approximately 26% and 13% of the Company's
revenues during Fiscal 1997 and Fiscal 1996.  No other supplier's
products  accounted  for  10% or more of  the  Company's  revenue
during  Fiscal 1998, Fiscal 1997, or Fiscal 1996.  The  Company's
sales  of  products purchased through MicroAge Computer  Centers,
Inc.   ("MicroAge")  accounted  for  approximately  20%  of   the
Company's  total  revenues in Fiscal 1996 and sales  of  products
purchased  through Intelligent Electronics, Inc. ("IE") accounted
for  approximately 44% and 10% of total revenues in  Fiscal  1997
and  Fiscal  1996,  respectively.  The  Company  has  no  current
agreement  with either MicroAge or IE and no longer conducts  any
business  with  either MicroAge or IE.  The  Company's  sales  of
products purchased through Tech Data Corporation and Ingram Micro
Inc.  during Fiscal 1998 accounted for approximately 27% and 17%,
respectively.    Other  than  if  Dell  were  to  terminate   its
arrangement  with  the Company and Compaq notifying  distributors
that  the Company was not an authorized agent thereof, management
does  not  believe  that  a termination  of  any  one  supplier's
agreement  or  distributor's  agreement  would  have  a  material
adverse effect on the Company.

     The  Company's  future results of operations  are  dependent
upon  continued demand for microcomputer products.   Distributors
in  the microcomputer industry currently face a number of adverse
business  conditions,  including price and  gross  profit  margin
pressures and market consolidation.  During the past five  years,
all  major  hardware vendors have instituted extremely aggressive
price  reductions  in  response  to  lower  component  costs  and
discount  pricing  by certain microcomputer  manufacturers.   The
increased  price  competition among major  hardware  vendors  has
resulted  in  declining  gross  margins  for  many  microcomputer
distributors  and  may result in a reduction in  existing  vendor
subsidies.  Management of the Company believes that these current
conditions,  which  are forcing certain of the  Company's  direct
competitors  out  of  business,  may  present  the  Company  with
opportunities to expand its business.  There can be no assurance,
however,  that  the Company will be able to continue  to  compete
effectively in this industry, given the intense price  reductions
and competition currently existing in the microcomputer industry.

     Pursuant  to the terms of most of its authorized  dealership
agreements, the Company furnishes firm purchase orders 30  to  90
days   in  advance  of  shipment.   Under  the  terms  of   these
<PAGE>
agreements,  the  Company is generally liable  for  up  to  a  5%
restocking fee to many manufacturers for the return of previously
received  merchandise.   The  Company  has  not  experienced  any
significant cancellation penalties or restocking fees.

     The  Company receives certain discretionary cost  subsidies,
typical for the industry, from certain major suppliers to promote
sales  and  support activities relating to their  products.   The
Company  will  typically  earn about  1  1/2%  of  its  aggregate
purchases.   It  has  used  these funds to  subsidize  marketing,
advertising  and  its Connectivity and Communication  Laboratory,
where the Company has been able to expand into areas relating  to
these  suppliers'  products and sales,  such  as  LAN  sales  and
support.

     MTM's  current  arrangements with major suppliers  generally
provide protection for up to two months against declines  in  the
wholesale  price  of microcomputers and related products  in  the
Company's inventory.  These arrangements typically take the  form
of  a  cash  payment or a credit against future purchases  in  an
amount equal to the difference between the price actually paid by
the Company for its inventory of that supplier's products and the
new dealer price.

     The  Company's suppliers permit the Company to pass  through
to its customers all warranties and return policies applicable to
the  suppliers'  products.  To date, the Company has  experienced
little return of product and has been reimbursed by the suppliers
for  most warranty work done for its customers.  All service work
after  the expiration of the warranty period is at the customer's
expense.  The Company offers service contracts of varying lengths
under  which the Company agrees to be responsible for all service
costs  for  a  fixed term in exchange for a set fee paid  by  the
customer.

     Software  and  other  related products  are  purchased  from
numerous  industry suppliers.  As is customary, the Company  does
not  have  any  long-term  agreements or commitments  with  these
suppliers,  because competitive sources of supply  are  generally
available for such products.

     In  response  to discounted pricing by certain microcomputer
manufacturers,  all major CPU hardware suppliers have  instituted
aggressive  price  reductions.  The heightened price  competition
among  hardware suppliers has resulted in declining gross margins
for  many  microcomputer resellers.  Although  discounted  prices
have  enabled the Company to increase its sales volume  over  the
past three years, it has resulted in lower gross margins for some
of  the  Company's  product lines.  Network  and  service-related
hardware  products,  however, have had  improving  margins.   See
"Management's Discussion and Analysis of Financial Condition  and
Results of Operations."

TECH DATA CORPORATION AND INGRAM MICRO INC.

     The  Company  entered into a Program Agreement  with  Ingram
Micro  Inc.  as of December 5, 1997.  Such agreement incorporated
therein interim agreements between the parties.  Either party may
terminate  such  agreement without cause upon  thirty  (30)  days
prior  notice.   Pursuant  to the agreement,  Ingram  provides  a
supplemental program to provide the Company (and other  similarly
situated   companies  contracting  with  Ingram)  with   services
designed to assist the reseller in marketing and distributing its
product.  The Company agreed under such agreement to name  Ingram
as  its primary supplier and to purchase from Ingram at least 65%
of  its total product purchased from wholesale distributors.   No
assurance  can  be  given  that  such  agreement  will   not   be
prematurely terminated by Ingram.

     The Company's agreement with Tech Data Corporation was for a
one  year  term  commencing  January  15,  1997,  subject  to  an
automatic  three  month renewal.  Such agreement  was  terminable
upon 30 day prior notice.  Even though the term has expired,  the
Company   continues  to  conduct  business  with  Tech  Data   on
substantially  the  same terms as the original  agreement.   Such
agreement  generally  sets forth the  price  to  be  charged  the
<PAGE>
Company  for  purchases based on a percentage above  Tech  Data's
landed  cost.  Even though the Company has no reason  to  believe
that  Tech Data will not continue to do business on substantially
similar terms as provided in the agreement referred to above,  no
assurance thereof can be given.

PIVOT

     On  May  18,  1998,  the  Company acquired  19.9%  of  Pivot
Technologies, Inc. ("Pivot"), a remote network servicer,  and  an
option (the "Option") to cause the merger of Pivot into a  to  be
created wholly-owned subsidiary of the Company.  No assurance can
be   given  that  the  Company  will  exercise  the  Option.   In
connection  with such acquisition, Pivot and the  Company  agreed
that  Pivot  would  be its exclusive provider of  remote  network
services to such clients of the Company who desire such services.
The  aforementioned remote network service agreement is generally
for the term of the Option, unless extended by the Company in  it
sole discretion, from time to time, for a period not in excess of
the  earlier of ten (10) years and the date the Company no longer
has an equity interest in Pivot (generally such time as, if ever,
Pivot  calls the Pivot stock owned by the Company or the  Company
puts same to Pivot).

COMPETITION

     The microcomputer market is highly competitive.  The Company
is  in  direct  competition  with local,  regional  and  national
distributors  of  microcomputer products  and  related  services.
Several  of  these  competitors offer  most  of  the  same  basic
products  as does the Company.  The Company competes  with  other
resellers  and  believes  its  prices  and  delivery  terms   are
competitive.  Many competitors may sell their products  at  lower
prices  than  the Company, but generally do not  offer  the  same
range  of  support services after installation of equipment  that
the Company offers to its customers.

     In  addition, the tri-state Metropolitan New York  area  and
New  England,  to  which  the Company markets  its  products  and
services,  are  particularly characterized by  highly  discounted
pricing  on  microcomputer  products  from  various  sources   of
competition.   The  Company faces competition from  microcomputer
suppliers  that sell their products through direct  sales  forces
and from manufacturers and distributors that emphasize mail order
and telemarketing.

     Depending   on   the  customer,  the  principal   areas   of
competition may include price, pre-sales and post-sales technical
support  and  service, availability of inventory and  breadth  of
product  line.  The Company has an insignificant market share  of
sales in the microcomputer industry and the service markets which
the  Company serves.  Certain of the Company's competitors at the
regional  and national level are substantially larger, have  more
personnel,  have  materially  greater  financial  and   marketing
resources than the Company and operate within a larger geographic
area than does the Company.

     Management  believes that the Company will  continue  to  be
able  to  compete effectively against its various competitors  by
combining  fair  pricing with its wide range of customer  support
services   designed  to  provide  its  customers  with   high-end
technological    services,   multi-vendor   technical    support,
maintenance of their computer product needs, a dedicated, trained
staff  of  salespersons and technicians, complete  solutions  for
single  user,  multi-user  or  network  systems  and  specialized
vertical market software.

BACKLOG

     The  Company  generally delivers products from inventory  to
its  customers within one to two weeks of its receipt of purchase
orders.   As  a result, the Company believes that its backlog  of
unfilled customer orders is not material.
<PAGE>     
PROPRIETARY INFORMATION

     The   Company  holds  no  patents  and  has  no   trademarks
registered in the United States Patent and Trademark Office or in
any  state.   If the Company believes that trademark registration
is  significant in protecting its product or service recognition,
the  Company may apply for registration of various trademarks  or
service marks, including, but not limited to, the names Micros-to-
Mainframes, Data.Com and The Advanced Technology Group, in  which
it  believes that it has certain common-law rights.  The  Company
may also affix copyright notices on its support service, training
and  service manuals.  While such protection may become important
to  the Company, it is not considered essential to the success of
its business.  The Company relies on the know-how, experience and
capabilities of its management, sales and service personnel.  The
Company requires some of its employees to sign confidentiality or
non-competition agreements.

EMPLOYEES

     As  of June 15, 1998, the Company employed 155 persons,  all
but  four  of whom are full-time personnel.  Of these  employees,
five  are  responsible  for management, 30  are  responsible  for
sales,  one  is  responsible  for marketing,  102  for  technical
support, three for distribution, seven for finance and seven  for
administration.  None of the Company's personnel  is  represented
by  a union, and the Company considers its employee relations  to
be good.


ITEM 2.   PROPERTIES

     The Company's executive offices and warehouse are located in
approximately 11,000 square feet of space at a two-story facility
leased at 614 Corporate Way, Valley Cottage, New York.  The lease
expires  on August 31, 1998.  Approximately 35% of such space  is
devoted  to  marketing and telephone sales, 15%  to  service  and
customer  support, 10% to administration, 10% to the Connectivity
and  Communication Lab and 30% to warehouse space.   The  Company
does  not maintain a retail showroom.  The monthly rental payment
is  currently $6,400.  Even though no assurance can be given, the
Company  anticipates no difficulty in renewing the lease  at  the
current rate.

     The Company also leases 4,000 square feet of office space in
the Chrysler Building in New York City, which space is devoted to
high  technology sales.  The monthly payment was $11,111 under  a
lease  which expired on May 11, 1998.  The Company has agreed  to
vacate   such space by July 1, 1998.  The Company entered into  a
lease  on June 17, 1998 for 8,433 square feet of office space  at
270  Madison Avenue for an approximate term of 5 years and  three
months.  The monthly rent for the new space will be approximately
$22,550  for  the  first 2 years of the lease  and  approximately
$23,200 thereafter.  The Company also leases approximately  8,100
square feet of office and warehouse space (only about 10% of this
property   is   devoted  to  warehouse  space)  in  Rocky   Hill,
Connecticut.   The  monthly payment on this  lease  is  currently
$5,213.35.   The  lease is terminable on six months'  notice  and
expires on July 31, 1999.

     The  Company  is  also responsible for  real  estate  taxes,
insurance,  utilities and maintenance expenses  concerning  these
premises.


ITEM 3.   LEGAL PROCEEDINGS

     In  February 1998, the Company brought a civil action in the
Supreme  Court of the State of New York for Rockland  County  for
breach  of  contract  against KLM Royal Dutch  Airlines  alleging
damages in the amount of $141,004.23.  This action has since been
removed  to  the  United States District Court for  the  Southern
District  of  New York.  The Company's management cannot  predict
the final timing or outcome of this litigation.
<PAGE>

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

     On  January  6,  1998,  the approval  and  adoption  of  the
Agreement  and Plan of Merger ("Merger Agreement")  dated  as  of
August 29, 1997, by and among BTG, Inc. ("BTG"), BTG Merger  Sub,
Inc.  and  the  Company was submitted to a vote of the  Company's
stockholders.   Such  stockholders  subsequently   approved   and
adopted  same.   Subsequent  to the approval  and  adoption,  the
Merger Agreement was terminated.  No other matters were submitted
to a vote of the Company's stockholders during the fourth quarter
of the fiscal year ended March 31, 1998.


<PAGE>

                            PART II

ITEM  5.    MARKET  FOR  REGISTRANT'S COMMON EQUITY  AND  RELATED
STOCKHOLDER MATTERS

     The  Common  Stock  of the Company is listed  on  NASDAQ/NMS
under the symbol "MTMC".

     The  following table sets forth the high and low closing bid
prices  of  the  Common Stock for the last two  fiscal  years  as
reported by NASDAQ.  Bid quotations represent high and low prices
quoted  between  dealers, do not reflect retail  mark-ups,  mark-
downs  or  commissions  and do not necessarily  represent  actual
transactions.

                                                         Bid
Security            Period                   High         Low

COMMON
STOCK       FISCAL YEAR ENDED MARCH 31, 1997

            April 1-June 30, 1996           $5.875     $3.750
            July 1-September 30, 1996       $4.750     $3.000
            October 1 - December 31, 1996   $4.250     $2.125
            January 1 - March 31, 1997      $3.750     $2.500


            FISCAL YEAR ENDED MARCH 31, 1998

            April 1 - June 30, 1997         $4.00      $2.688
            July 1 - September 30, 1997     $5.188     $3.688
            October 1 - December 31, 1997   $4.875     $3.750
            January 1 - March 31, 1998      $4.875     $2.500


     On  June  15,  1998, the closing bid and asked prices  of  a
share  of  Common Stock were $2.75 and $2.875, respectively,  and
the  Company had in excess of 1500 beneficial holders  of  Common
Stock.

     The  Company has not paid any cash dividends on Common Stock
to  date  and  does not anticipate paying any in the  foreseeable
future.   The  Board of Directors intends to retain earnings,  if
any, to support the growth of the Company's business.


ITEM 6.   SELECTED FINANCIAL DATA

     The  following selected financial data for the fiscal  years
ended  March 31, 1998, 1997, 1996 and 1995 and 1994, are  derived
from the financial statements of the Company.  The data should be
read  in  conjunction with the consolidated financial statements,
related notes and other financial information included herein.
<PAGE>
Income Statement Data:

                                               Year Ended March 31
                             -------------------------------------------
                              1998     1997      1996      1995    1994
                               (In  thousands; except earnings per share)

Net revenues                $69,601 $ 58,062  $ 47,326   $43,043 $ 29,028
  Cost of products sold      51,912   47,549    40,452    37,530   24,862
  Cost of services
    provided                  9,414    2,420     1,109       778      562
  Selling, general and
    administrative
    expenses (3)              7,796    6,698     4,070     3,276    2,690
  Compensatory stock
    arrangement(1)                0        0     4,655         0        0
  Interest expense               13        6        13        40       94
Income (loss) from
  operations before
  income taxes                  629    1,530   (2,907)     1,514      820
Net income (loss)               342      910   (3,614)       878      478
Net income (loss) per
  common share:
     Basic                      $.08   $0.21   ($1.43)   0.40(2)    $0.37(2)
     Diluted                    $.08   $0.20   ($1.43)  $0.40(2)     0.37(2)
Weighted average number
  of common and common
  equivalent shares used
  in calculation:
    Basic                     4,450    4,425     2,533  2,176(2) 2,176(2)
    Diluted                   4,484    4,491     2,533  2,188(2) 2,189(2)


Balance Sheet Data:                            At March 31
                                 -----------------------------------------
                                 1998     1997      1996      1995    1994
                                             (In thousands)

Working Capital                $10,769 $ 10,418   $10,684    $4,648   $3,771
Total Assets                    22,077   20,460    16,209     9,420    8,486
Total Liabilities                9,391    8,117     5,208     4,554    4,501
Retained Earnings (Deficit)       (127)    (469)   (1,379)    2,235    1,357
Shareholders' Equity            12,685   12,343    11,000     4,866    3,985
_____________________

(1)   Reflects  a non-cash, non-recurring charge.  See  "Item  7.
Management's  Discussion and Analysis of Financial Condition  and
Results of Operations."

(2)  Share and per share data do not include 1,400,000 shares  of
the  Company's  Preferred  Stock issued  in  September  1993  and
redeemed  in  September 1996 in exchange for  980,000  shares  of
Common Stock (the "Preferred Stock").

(3)  Reflects receipt of $850,000 from BTG to offset  the  direct
($421,000)  and  indirect  costs of the  terminated  merger.  Net
income and basic and diluted net income per share would have  been
$85,000 and $0.02 respectively, excluding amounts associated  with
the aforementioned indirect cost.

ITEM 7.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF   FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

     The  following  discussion and analysis should  be  read  in
conjunction with the Consolidated Financial Statements and  Notes
thereto appearing elsewhere in this Report.
<PAGE>
RESULTS OF OPERATIONS

     The  following  table sets forth for the  periods  indicated
certain  items  in  the  Company's  Consolidated  Statements   of
Operations  expressed as a Percentage of total revenue  for  that
period:

                                       Year Ended March 31,
                                   -----------------------------
                                    1998      1997      1996




Product  Sales                    78.13%     88.95%    90.41%
Services                          21.87      11.05      9.59
                                 -------    -------   --------
Net sales                        100.00     100.00    100.00
  Cost of Revenues                88.11      86.06     87.82
                                 ------     ------   -------
                                  11.89      13.94     12.18
  Cost of services provided
  Selling, general and
    administrative expenses       11.20(2)   11.54     8.60
  Compensatory stock arrangement    --        --       9.84(1)
  Interest expense                 0.02      0.01      0.03
Income (loss) from operations
  before income taxes              0.90      2.64     (6.14)
Net income(loss)                    .49      1.57     (7.64)
_______________________

(1)   Reflects  the  non-cash non-recurring charge of  $4,655,000
   described below.

(2)   Includes $850,000 of payments from BTG to offset the direct
   ($421,000) and indirect cost of the terminated merger.

The following table sets forth revenues and cost of revenues as a
percentage of each category:


                                        Year Ended March 31,
                                  1998          1997          1996
                                 ---------------------------------

Product sales:
  Revenues                        100.00%      100.00%     100.00% 
  Cost  of products sold           95.46        92.07       94.54
                                  -------       ------    -------
                                   4.54%        7.93%        5.46%
                                  =======      =======    =======

Service Revenues
  Revenues                        100.00%      100.00%    100.00%
  Cost of revenues                 61.84        37.71      24.44
                                  -------      -------    ------
                                   38.16%       62.29%     75.56%
                                  =======      =======    ======




The Year Ended March 31, 1998 as compared to the Year Ended March 31, 1997.

     The  Company had net sales of approximately $69,601,000  for the Year
Ended   March   31,  1998  ("Fiscal  1998"),  as  compared   with
approximately  $58,062,000  for the Year  Ended  March  31,  1997
<PAGE>
("Fiscal 1997").  This increase in sales of approximately 20% was
primarily  related  to increased revenues from support  services,
(137%) with a modest increase in equipment sales (5%).

     Service revenue in Fiscal 1998 increased approximately  137%
to  $15,222,000  from $6,416,000 in Fiscal  1997.   The  cost  of
services   provided  increased  to  $9,414,000  from  $2,420,000,
primarily  as a result of the Company hiring additional technical
personnel and engaging third party vendors (such as CISCO, PIVOT,
ISG  and  various  other subcontractors) to  participate  in  the
providing  of  such  services. On an aggregate  basis,  technical
personnel  salaries in Fiscal 1998 increased  87%  to  $4,517,000
from  $2,420,000 in Fiscal 1997. This increase  was  due  to  the
Company's  hiring more technical personnel to meet current  needs
and  as  part of its long-term planning for the future growth  in
its   consulting  and  service  business.   Technical   personnel
salaries  as a percentage of service revenues were 30% in  Fiscal
1998  and 38% in Fiscal 1997. The Company expects to continue  to
hire  additional professional technicians and engineers  for  the
Advanced Technology Group in order to meet the expected demand in
the outsourcing and services business for the coming year and  to
not  be so dependent on third party service subcontractors in the
future. To the extent necessary, the Company will continue to use
subcontractors.
     
     Costs  of  products sold increased 3.39% compared to  Fiscal
1997  as  a result of competitive market pressures effecting  the
mark-up on product sales. The Company currently faces a number of
adverse  business  conditions, including price and  gross  profit
margin  pressures and market consolidation. During the past  five
years,  all  major  hardware  vendors have  instituted  extremely
aggressive price reductions in response to lower component  costs
and  discount pricing by certain microcomputer manufacturers. The
increased  price  competition among major  hardware  vendors  has
resulted  in  declining  gross  margins  for  many  microcomputer
distributors including the Company and may result in a  reduction
in  existing vendor subsides. Management of the Company  believes
that  these current conditions, which are forcing certain of  the
Company's  direct competitors out of business,  may  present  the
Company with opportunities to expand its business. There  can  be
no  assurance, however, that the Company will be able to continue
to  compete effectively in this industry, given the intense price
reductions  and  competition currently existing in  microcomputer
industry.

     Selling,  general and administrative ("SG&A") expenses  were
reduced  by  receipts  of  $850,000 from  BTG  to  offset  direct
($421,000)  and  indirect costs relating to the BTG  merger  (See
"Termination of Merger Agreement"), were approximately $7,796,000
for  Fiscal  1998,  as  compared to approximately  $6,698,000  in
Fiscal   1997.   The  increase  in  SG&A  expenses  ($1,948,000),
exclusive   of   the  BTG  payments  ($850,000)  were   primarily
attributable  to  the  Company's  overall  increase  in  overhead
expenses  due to the increase in the Company's infrastructure  to
support current and anticipated growth direct costs of the merger
and a provision of $100,000 to strengthen the company's allowance
for bad debts. The increase in overhead expenses primaily related
to  additional  compensation cost for sales  of personnel of
approximately $530,000. Payroll taxes, other employee benefits and
training  of employee  increased by approximately $355,000.
Telephone expenses related  to  sales increased approximately
$120,000.  Deprecation and  amortization  increased approximately
$116,000  due  to  the purchase of additional office equipment.
     

     The  effective income tax rate for Fiscal 1998 and 1997  was
46%  and  41%, respectively. The reason the effective income  tax
rate  increased  5% was due to the several adjustments  to  prior
year tax provisions.
     
     Accordingly, net income decreased to approximately  $342,000
in Fiscal 1998 from $910,000.
<PAGE>

The Year Ended March 31, 1997 as compared to the Year Ended March
31, 1996.

     The  Company had net sales of approximately $58,062,000  for
the  Year Ended March 31, 1997 ("Fiscal 1997"), as compared  with
approximately  $47,326,000  for the Year  Ended  March  31,  1996
("Fiscal 1996").  This increase in sales of approximately 23% was
attributable  to  increased sales of equipment to  both  new  and
existing  customers  in  Fiscal 1997, as  well  as  to  increased
revenues   from   support   services,   including   approximately
$6,289,000 in revenue derived from the newly acquired subsidiary.

     As  a percentage of net sales, the cost of products sold for
Fiscal 1997 decreased by 3.59% as compared to Fiscal 1996, due to
increased  service  revenues,  which  have  higher  margins  than
equipment  sales,  offset  by  competitive  market  pressures  on
product sales.

     Service  revenue in Fiscal 1997 increased 41% to  $6,416,000
from  $4,537,000 in Fiscal 1996.  Because of the increase in  the
Company's   service  business,  the  Company   hired   additional
technical  personnel.  On an aggregate basis, technical personnel
salaries  in  Fiscal  1997  increased  118%  to  $2,420,000  from
$1,109,000  in  Fiscal 1996.  Technical personnel salaries  as  a
percentage of service revenues were 38% in Fiscal 1997 and 24% in
Fiscal 1996.  This increase was due to the Company's hiring  more
technical personnel as part of its planning for future growth  in
its consulting and service business.  The Company is expected  to
continue   to   hire  additional  professional  technicians   and
engineers for the Advanced Technology Group in order to meet  the
expected demand in the outsourcing business for the coming year.

     Selling,  general and administrative ("SG&A") expenses  were
approximately  $6,698,000  for  Fiscal  1997,  as   compared   to
approximately  $4,070,000 in Fiscal 1996.   SG&A  expenses  as  a
percentage of net sales increased to 11.54% in Fiscal  1997  from
8.60%  in  Fiscal 1996.  This increase was primarily attributable
to the Company's overall increase in overhead expenses and to the
newly-formed  subsidiary that acquired the business  of  Data.Com
RESULTS,   Inc.  ("  Data.Com"),  which  had  SG&A  expenses   of
approximately  $1,513,000. Furthermore, due to  the  increase  in
sales  volume,  sales  commissions  and  salaries  increased   by
$100,000, and other employee payroll, benefits and payroll  taxes
increased by approximately $300,000. The increases were also  due
to  increases  in  occupancy expenses and telephone  expenses  of
approximately $222,000 for additional office space  in  New  York
City.

     Accordingly, net income increased to approximately  $910,000
in  Fiscal 1997 from a loss of $(3,614,000) in Fiscal 1996, which
included the 1996 non-cash, non-recurring charge of $4,655,000.


LIQUIDITY AND CAPITAL RESOURCES

     The  Company  measures its liquidity in a  number  of  ways,
including the following:

                                           March 31,
                                    ------------------------
                                    1998      1997      1996
                          (Dollars in thousands, except current ratio data)


Cash and cash equivalents          3,992     2,880     5,285
Working capital                   10,769    10,386    10,684
Current ratio                     2.15:1    2.29:1    3.05:1
Secured notes payable                  5         5         5
Working capital line available     7,761     8,140     8,759
<PAGE>

     During  Fiscal  1998,  the Company's net  cash  provided  by
operating  activities  was  approximately  $1,433,000.  The  cash
provided  by  operating activities resulted from  a  decrease  in
inventory  of  $126,000,  an increase  in  accounts  payable  and
accrued  expenses  of  $260,000 and an  increase  in  income  tax
payable  of  $199,000  and an increase  in  deferred  revenue  of
$810,000,  offset  by  an  increase  in  accounts  receivable  of
$392,000 and deferred income tax of $350,000.

     The   Company  used  approximately  $321,000  in   investing
activities for the purchase of property, equipment and software.

     The  Company  finances much of its business through  "floor-
plan"  financings, which are alternate credit lines  provided  by
manufacturers or through lines of credit provided by vendors. The
financing   arrangements   have  aggregate   credit   limits   of
approximately  $6,800,000 and allow the  Company  to  borrow  for
between 30 and 60 days, interest-free. Interest is charged to the
Company  only  after  the due date. These arrangements  generally
provide  for  security interests in the related inventory  and/or
accounts  receivable and liens against all assets of the Company.
The  Company also has a $5,000,000 revolving credit facility from
a  bank, expiring on July 31, 1998, which the Company intends  to
renew.  All of the floor-plan borrowings are subordinated to  the
Company's bank revolver except as to inventory and equipment,  as
to  which  the  floor-planners hold  a  first  lien  pursuant  to
intercreditor  agreements.  At  March  31,  1998  and  1997,  the
Company's   total   outstanding   debt   under   the   floor-plan
arrangements   was  approximately  $4,124,000   and   $5,155,000,
respectively, and the revolver balance was $5,000 at the  end  of
each year.

     The Company's current ratio decreased to 2.15:1 at March 31,
1998 from 2.29:1 at March 31, 1997.

     The  Company  believes  that expected  cash  flow  from  its
operations combined with available financing arrangements will be
sufficient to  satisfy its expected cash requirements for the next
12 months and  thereafter. There can be no assurance, however, that
changes in the Company's plans or other events affecting the Company
will not result in unexpected expenditures or cash requirements.


Termination of the Merger Agreement

     On  August  29, 1997, the Company entered into an  Agreement
and  Plan  of Merger (The "Agreement") with BTG, Inc., a Virginia
corporation  ("BTG"), and BTG Merger Sub, Inc.,  a  wholly  owned
subsidiary  of  BTG,  pursuant to which the  Company  was  to  be
acquired  by  BTG for cash and stock valued at approximately  $25
million.

     On  February  13, 1998, BTG, Inc. terminated  the  Agreement
with  the  Company.  As  a result of the default,  BTG  paid  the
Company a $500,000 termination fee provided for in the Agreement.
In addition, BTG paid the Company an additional $350,000 for out-
of-pocket  expenses  in  exchange  for  a  release  from   future
liability which may arise as a result of the termination  of  the
Agreement.  The Company recognized these payments as a  reduction
to  selling  and  administrative expenses, reflecting  an  offset
against the direct and indirect costs and expenses related to the
BTG merger.

     The  Company  also entered into a cooperative marketing  and
service agreement with BTG under which the Company received a non-
refundable  advance  payment  of $900,000  from  BTG  for  future
consulting  services to be provided during the 10  months  period
ending  December 31, 1998. The Company is recognizing the revenue
ratably  over  the term of the contract.  The Company  recognized
$90,000  of  income  during the year ending  March  31,  1998.The
Company is not required to provide services exceeding $900,000.
<PAGE>
Merger with Pivot Technologies, Inc

     On  May 18, 1998 (the "Pivot Closing"), the Company acquired
19.9%  of  the shares (the "Shares") of Pivot Technologies,  Inc.
("Pivot"), a remote network service provider, and an option  (the
"Option") to cause the merger ("Merger") of Pivot into  a  to  be
created wholly-owned subsidiary of the Company. No assurance  can
be  given  that  the  Company  will  exercise  the  Option.   The
aggregate purchase price for the Shares and the granting  of  the
Option  was  $475,000, together with the Company`s obligation  to
contribute additional sums of $60,000, $68,000, $68,000,  $75,000
and  $75,000  respectively  on each of  the  first  five  monthly
anniversaries  of the Pivot Closing, subject to Pivot's  material
compliance  with their business plan. The Company further  agreed
to  lend  Pivot up to an additional $125,000 in six equal monthly
installments  commencing shortly after  the  acquisition  of  the
Shares  and the Option. The loan is to be repaid without interest
on  the  first anniversary of the Pivot Closing or the redemption
of the Company's interest in Pivot.

     The  Option  expires fifteen days after the end of  the  six
month anniversary of the Pivot Closing ("Initial Option Period"),
subject  to  extension.  The  Initial  Option  Period,  shall  be
extended  to  up  to three additional one month  terms  upon  the
payment of an additional $80,000 prior to the expiration  of  the
Initial  Option  Period  and the commencement  of  each  addition
extension period, respectively.  If the Option is exercised,  the
Company  will own all the issued and outstanding stock  of  Pivot
upon the effectiveness of the Merger (the "Effective Time").   At
such  time, Pivot's stockholders, other than the Company and  its
affiliates,  will  receive (i) shares  of  the  Company's  Common
Stock,  $.001  par value per share having an aggregate  value  of
$1,100,000 based on the thirty trading day average closing  price
of  the  Company  Common Stock prior to the  Pivot  Closing  (the
average  price was $2.916767 which would require distribution  of
approximately 377,130 shares of the Company's Common Stock), (ii)
a  number of five year warrants, to acquire 100,000 shares of the
Company  Common  Stock at $2.916767, with such warrants  becoming
first exercisable one-third at the end of each of the first three
years  after the exercise of the Option, (iii) $337,600 in  cash,
and  (iv) if the Company elects to exercise its Option during any
of  the extension periods, an additional amount of cash equal  to
fifty  percent of the net profit after taxes generated  by  Pivot
during  the  period commencing on the day after the  end  of  the
Initial  Option  Period  and ending at the  date  the  Option  is
exercised.

     If the Company extends the Initial Option Period for each of
the three periods referred to above, but elects prior to the 75th
day  after  the end of the Initial Option Period not to  exercise
its Option, Pivot will transfer to the Company, for no additional
consideration, shares of Pivot Common Stock so that  the  Company
will  own on an aggregate basis, a 33.4 % interest in Pivot on  a
fully-diluted basis as determined as the date the Company  elects
not to exercise its Option.

     In the event the Company does not exercise its Option, Pivot
shall have the right for one hundred eighty days after the option
lapses to redeem all of its shares owned by the Company for  115%
of   the   amount  contributed  by  the  Company  as  a   capital
contribution  or  to extend the Option period. The  Company  will
have  a right to put shares back to Pivot in the event the Option
is  not  exercised  at  such  time  as  Pivot  receives  suitable
additional funding. The put price is the greater of (X)  125%  of
the  amount  contributed by the Company as a capital contribution
or (Y) in the event the additional funding is equity financing or
the  issuance  of  convertible debt, the then fair  market  value
thereof.

<PAGE>
ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
     This  information appears in Part IV, immediately  following
Item 14 of this Report.

ITEM  9.    CHANGES  IN  AND DISAGREEMENTS  WITH  ACCOUNTANTS  ON
ACCOUNTING AND           FINANCIAL DISCLOSURE

     None.
<PAGE>
                            PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The  directors and executive officers of the Company are  as
follows:


  Name                    Age       Position(s)

Howard Pavony             47        Chairman of the Board of
Directors

Steven H. Rothman         49        Chief Executive Officer,
                                    President and a Director

Frank T. Wong             50        Vice President-Finance
                                            and Secretary

Robert A. Fries           44        Vice President

Ramon Mota                36        Vice President-Technology
                                    and a Director
William Lerner*           64        Director

Arnold J. Wasserman*      60        Director
___________

* Member of the Audit Committee and Compensation Committee.

     Howard  Pavony  served as the Company's  Co-Chief  Executive
Officer,  President and a Director since the Company's  inception
in  May 1986 and has served as Chairman of the Board of Directors
since  September 1996.  He has also served as Vice  President  of
MTM  Advanced Technology, Inc. since 1986.  From 1977 until 1986,
Mr  Pavony  was employed by Data Research Associates  ("DRA"),  a
computer  hardware  and  accessories  company,  rising   to   the
positions  of Vice President of Sales and member of the Executive
Board of DRA.

     Steven H. Rothman served as the Company's Co-Chief Executive
Officer,  Vice  President,  and a Director  since  the  Company's
inception in May 1986 and has served as Chief Executive  Officer,
President and Director since September 1996.  Mr. Rothman was the
Company's Secretary from May 1986 to September 1995.  He has also
served as President of MTM  Advanced Technology, Inc. since 1986.
From 1976 until 1986, Mr. Rothman was employed by DRA, rising  to
the  positions  of  Director  of  Marketing  and  member  of  the
Executive Board.

     Frank    Wong    has   served   as   the   Company's    Vice
President-Finance  since February 1992, as a Director  from  June
1993  to March 1998 and as Secretary since September 1995.  Prior
thereto, from 1975 to 1991, he served as Chief Accountant of  the
Carvel Corporation, a franchise ice cream distributor.

     Robert  A.  Fries has served as a Vice President and  was  a
Director  of the Company from May 6, 1996 to March 31, 1998.   He
joined  the  Company as a result of the acquisition of  Data.Com.
He  was President of Data.Com RESULTS, Inc. from June 1986  until
he joined the Company and now serves as Co-President of Data.Com.

     Ramon Mota has served as a Director of the Company since May
6,  1996.   He  joined the Company in October 1991, acting  as  a
technical  salesperson  for  the  Company  and  was  promoted  to
Director  of Technology in June 1992.  He became Vice  President-
Technology  of the Company in April 1993.  He also has  been  Co-
President of  Data.Com since May 1996.  Prior thereto, from  1989
until  September  1991,  Mr.  Mota served  as  an  engineer  with
Multitech   System,   Inc.   a  modem  manufacturing   and   data
communications company.
<PAGE>
     William Lerner has served as a Director of the Company since
September  1995 and is the Chairman of the Audit and Compensation
Committees.  Mr. Lerner has been engaged in the private  practice
of  corporate  and  securities law in New York  and  Pennsylvania
since 1991.  From 1990 to 1991, Mr. Lerner was Vice President and
general  counsel  to Hon Development Company, a  California  real
estate development company.  From 1986 to 1990, Mr. Lerner was  a
Vice  President  and general counsel of The Geneva  Companies,  a
California  based business valuation and mergers and acquisitions
firm  specializing  in  privately owned middle-market  companies.
Mr.  Lerner previously served as the Director of Compliance  with
the  American  Stock Exchange and as a Branch Chief,  Enforcement
Attorney for the Securities and Exchange Commission.  Mr.  Lerner
serves  as a director of Helm; of Seitel, Inc., a New York  Stock
Exchange listed company engaged in several facets of the oil  and
gas  business;  and  of Rent-Way, Inc., a NASDAQ  listed  company
engaged in the rent-to-own business.

     Arnold  J.  Wasserman has, for the past  25  years,  been  a
principal of P & A Associates, a leasing/consulting firm.   Prior
to  that, he held positions with IBM and Litton Industries.   Mr.
Wasserman has consulted with major corporations in the  areas  of
marketing,  advertising and sales.  He is a director of  On-Sight
Sourcing,   Inc.  and  Stratasys,  Inc.,  both  publicly   traded
companies.

     All  directors hold office until the next annual meeting  of
shareholders  or until their successors are elected and  qualify.
Officers are elected annually by, and serve at the discretion of,
the Board of Directors.


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section  16(a)  of  the  Securities  Exchange  Act  of  1934
requires  the Company's Officers, Directors and persons  who  own
more  than  ten  percent of a registered class of  the  Company's
equity  securities, to file reports of ownership and  changes  in
ownership with the Securities and Exchange Commission.  Officers,
Directors and ten percent shareholders are required by regulation
to  furnish  the Company with copies of all Section  16(a)  forms
they  file.   Based solely on the Company's copies of such  forms
received   or  written  representations  from  certain  reporting
persons  that  no Form 5's were required for those  persons,  the
Company believes that, during the time period from April 1,  1997
to  March  31,  1998, all filing requirements applicable  to  its
Officers,  Directors  and  greater than  ten  percent  beneficial
owners were complied with.

ITEM 11.  EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

     The  following table sets forth all compensation awarded to,
earned  by,  or  paid for all services rendered  to  the  Company
during  Fiscal  1998,  Fiscal 1997 and  Fiscal  1996  by  certain
executive  officers of the Company.  No other executive  officers
received compensation in excess of $100,000 during such years.




                                                      Long-Term
                        Annual Compensation(1)       Compensation
                                                        Shares
Name and Principal                                    Underlying
Position              Year    Salary($)    Bonus($)   Options(#)
------------------   ------  ----------    --------   ---------
Howard Pavony         1998    $213,334       $  --         --
Chairman of the Board 1997    $185,417     $20,000     50,000
                      1996   $165,000      $20,000     10,000
<PAGE>

Steven H. Rothman     1998    $213,334     $  --          --
  President and CEO   1997    $185,417     $20,000     50,000
                      1996   $165,000      $20,000     10,000
                      

Robert Fries          1998    $139,992       $  --          -
  Vice President      1997    $103,326          --          0

Ramon Mota            1998    $110,333       $  --          -
  Vice-President      1997    $100,033    $  9,000      5,000
   Technology         1996    $ 95,000    $ 10,500          0


--------------------

(1)  The  compensation figures shown do not include the  cost  to
     the  Company  of benefits, including the use of  automobiles
     leased  or car allowances paid by the Company, premiums  for
     life  and  health insurance and any other personal  benefits
     provided by the Company to such persons, which are,  in  the
     aggregate, below reportable thresholds.


OPTION GRANTS IN LAST FISCAL YEAR

     The table below includes the number of stock options granted
to the executive officers named in the Summary Compensation Table
during  the  year ended March 31, 1998, exercise information  and
potential realizable value.


                                                      Value of
                                      Number of     Unexercised
                                     Unexercised    In-The-Money
                 Shares                Options        Options
                Acquired             at FY-End(#)   at FY-End($)
                on Exer-    Value    Exercisable/   Exercisable/
Name            cise (#)   Realized Unexercisable  Unexercisable
--------------  -------   --------- -------------- --------------
Steven H. Rothman  0          0     80,000/30,000     $_ / $_
Howard Pavony      0          0     80,000/30,000     $_ / $_
Robert Fries       0          0          0/0          $0 / $0
Ramon Mota         0          0      25,000/5,000     $0 / $7,500




AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY END OPTION
VALUES
     The  table  below includes information regarding  the  value
realized  on option exercises and the market value of unexercised
options  held  by  the executive officers named  in  the  Summary
Compensation Table during the year ended March 31, 1998.

                                                      Value of
                                      Number of     Unexercised
                                     Unexercised    In-The-Money
                 Shares                Options        Options
                Acquired             at FY-End(#)   at FY-End($)
                on Exer-    Value    Exercisable/   Exercisable/
Name            cise (#)   Realized Unexercisable  Unexercisable
---------------  -------   --------  ------------  --------------
Steven H. Rothman  0          0     80,000/30,000     $_ / $_
Howard Pavony      0          0     80,000/30,000     $_ / $_
Robert Fries       0          0          0/0          $0 / $0
Ramon Mota         0          0      25,000/5,000     $0 / $7,500

<PAGE>
DIRECTOR FEES

     The Company's independent directors receive an annual fee of
$9,000   payable  in  quarterly  installments  in  advance.    In
addition,   each   independent  director  receives   $1,500   for
attendance  in  person  at  each  Board  meeting  and  $250   for
participating in each telephonic board meeting held.  Members  of
the  Audit  Committee  and Compensation Committee  are  appointed
annually  and serve at the discretion of the Board of  Directors.
Each  member  of  each  Committee will receive  $1,000  for  each
meeting attended in excess of five meetings of such committee per
year.

     Management  directors currently receive no cash compensation
for serving on the Board of Directors other than reimbursement of
reasonable  expenses incurred in attending meetings.  Certain  of
the  Company's  directors have received stock  options  from  the
Company.  See "Stock Option Plans" below.

EMPLOYMENT AGREEMENTS

     On  September 1, 1996, Steven H. Rothman and Howard  Pavony,
respectively  the  Chief Executive Officer and  Chairman  of  the
Board of Directors of the Company, each entered into a five  year
employment  agreement with the Company on  the  terms  set  forth
below.   Each  agreement renews annually after  the  term  unless
either  party  elects to terminate.  Salary for the  fiscal  year
ending  March 31, 1998 was at the rate of $200,000.   Under  each
agreement,  the  executive receives annual  increases  in  salary
equal  to  the  greater  of (i) the percentage  increase  in  the
Consumer  Price  Index;  and  (ii) $10,000.   Each  executive  is
entitled  to participate in the Company's stock option plans  and
any  incentive bonus program established from time  to  time,  as
determined  by  the  Compensation  Committee  of  the  Board   of
Directors.  Further, the Company will maintain a $1,000,000  life
insurance  policy  on  each  executive's  life,  payable  to  the
beneficiaries named by him, and maintain disability insurance for
the  benefit of each executive which will pay $150,000 per  annum
to  him  in the event of his permanent disability.  In the  event
that  there is a change in control of the Company, the  executive
will  be entitled, upon such change of control, to terminate  his
employment  and receive 2.9 times his annual salary  as  then  in
effect.

     On  April 1, 1996, the Company and Mr. Mota entered  into  a
three-year  employment agreement providing for a base  salary  of
$98,000  in  the  first year, $105,000 in  the  second  year  and
$115,000  in the third year; a bonus depending upon the  earnings
generated  by the Advanced Technology Group; grants of  five-year
options to purchase up to 5,000 shares of Common Stock in each of
the  first  two  years of the term; and a $300 to $400/month  car
allowance.  The Company further agreed to use its best efforts to
designate  Mr. Mota as a member of the Board of Directors  during
the initial term of the agreement.

     Simultaneously with the acquisition of Data.Com, on  May  6,
1996,  the  Company  and  Mr.  Fries entered  into  a  three-year
employment  agreement providing for a base salary of $140,000;  a
bonus  of  6% of earnings of Data.Com, but in no event more  than
$60,000 with respect to a fiscal year; grants of up to a total of
20,000  incentive stock options over the three years, subject  to
Data.Com's earning certain minimum amounts; and a $400/month  car
allowance.

STOCK OPTION PLANS

     The  Company has established a 1993 Stock Option  Plan  (the
"1993 Plan") and a 1996 Stock Option Plan (the "1996 Plan")  and,
subject  to Shareholder approval, a 1998 Stock Option  Plan  (the
"1998 Plan")
     
       Pursuant  to  the  1993 Plan, as of the date  hereof,  the
Company  has  granted  an  aggregate of  267,500  stock  options,
including  the  grant  of 20,000 options to the  current  outside
<PAGE>
directors of the Company on April 1, 1998.  Of these, 113,333 are
currently  exercisable, and 27,500 have been exercised  to  date.
117,500  options  have been canceled to date or lapsed  and  made
available for regrant under the 1993 Plan.

     An  aggregate of 185,000 options have been granted  to  date
under  the  1996  Plan.   Of these, 25,000  are  exercisable  and
155,700  are  unexercisable.4,300 options have been  canceled  to
date  abd  made  available for request under the 1996  Plan.   No
options  have been exercised under the 1996 Plan,  to  date.   No
options have been granted under the 1998 Plan.

     As  of the date hereof, Messrs. Pavony and Rothman each hold
incentive stock options expiring on October 19, 2000 to  purchase
up  to  10,000  shares of Common Stock at $6.125  per  share  and
incentive  stock options expiring on August 31, 2001 to  purchase
50,000  shares  of Common Stock at $4.43 per share(  in  addtion,
each  had option to purchase 50,000 shares of Common Stock  lapse
om  May 9, 1998); Mr. Mota holds incentive stock options expiring
on  June 21, 1998 (issued in Fuscal 1994) to purchase up to 5,000
shares  of  Common  Stock  at $3.375 per share,  incentive  stock
options  expiring on February 24, 1999 (issue in Fiscal 1994)  to
purchase up to 15,000 shares of Common Stock at $1.25 per  share,
incentive stock options expiring on November 30, 2001 to purchase
up  to  5,000  shares  of Common Stock at  $2.50  per  share  and
incentive stock options expiring on March 31, 2002 to purchase up
to  5,000  shares of Common Stock at $3.875 per share;  Mr.  Wong
holds  incentive  stock options expiring  on  June  21,  1998  to
purchase  5,000 shares of Common Stock at $3.375  per  share  and
incentive stock options expiring on July 10, 2000 to purchase  up
to  10,000 shares of Common Stock at $5.125 per share; Mr. Lerner
holds  options expiring on September 14, 2000 to purchase  up  to
2,500 shares of Common Stock at $7.00 per share, options expiring
on August 19, 2001 to purchase up to 2,500 shares of Common Stock
at  $4.0625 per share and options expiring on March 31,  2008  to
purchase up to 10,000 shares of Common Stock at $2.75 per  share;
and  Mr.  Wasserman  holds options expiring  March  31,  2008  to
purchase up to 10,000 shares of Common Stock at $2.75 per share.

SUMMARY OF THE PLANS

     The  1993  Plan, the 1996 Plan, and the 1998 Plan  (each,  a
"Plan"),  provide for the grant of options to qualified employees
(including  officers  and  directors) of  the  Company,  and  its
subsidiaries,  independent contractors, consultants  and  certain
other  individuals to purchase shares of Common Stock. Each  Plan
must be administered by the Board of Directors or a committee  of
at least two disinterested members (and no interested members) of
the Board of Directors (the "Compensation Committee").  The Board
or  the  Compensation Committee has complete discretion to select
the  optionee and to establish the terms and conditions  of  each
option,  subject to the provisions of the respective  Plan.   The
exercise  price  of options may not be less than  100%  (no  such
limitation  with  respect to the 1998 Plan) of  the  fair  market
value  of the Common Stock as of the date of grant (110%  of  the
fair  market  value  if the grant is an Incentive  Option  to  an
employee who owns more than 10% of the outstanding Common Stock).
Options may not be exercised more than 10 years after the date of
grant.   An option may be exercised by tendering payment  of  the
purchase price to the Company or, at the discretion of the  Board
of  Directors or Compensation Committee, by delivery of shares of
Common  Stock  having a fair market value equal to  the  exercise
price  or  through a cashless exercise involving the cancellation
of  a  portion  of  the  shares underlying the  options  ("Option
Shares")  having a fair market value equal to the exercise  price
of the Option Shares issued and with respect to the 1998 Plan, by
the  cancellation of a number of options having an "in-the-money"
value  equal  to the average price of the Options Shares  issued.
Options  granted under the 1993 Plan and the 1996  Plan  are  not
transferable and may be exercised only by the respective grantees
during   their   lifetimes  or  by  their  heirs,  executors   or
administrators  in  the event of death.   Under  the  1998  Plan,
incentive stock options are as treated above, while non-qualified
stock  options  may at the options of the Board of  Directors  or
Compensation Committee, be transferable.  Option Shares that  are
<PAGE>
canceled  or terminated may later be re-granted.  The  number  of
options outstanding and the exercise price thereof are subject to
adjustment  in the case of certain transactions such as  mergers,
recapitalizations, stock splits or stock dividends.

     The  1993 Plan provides for the grant of options to purchase
up  to  an aggregate of 250,000 Option Shares.   Options  granted
under  the 1993 Plan may or may not be "incentive stock  options"
as defined in Section 422 of the Code ("ISOs"), and non-qualified
stock  options  ("NQSOs") may be granted  in  tandem  with  Stock
Appreciation  Rights  ("SARs")  or  Stock  Depreciation   Rights,
depending  upon  the  terms  established  by  the  Board  or  the
Compensation Committee at the time of grant.

     The  1996 Plan provides for the grant of options to purchase
up  to  an aggregate of 350,000 Option Shares.   Options  granted
under  the 1996 Plan may  be ISOs or NQSOs and may be granted  in
tandem  with  SARs, depending upon the terms established  by  the
Board or the Compensation Committee at the time of grant.

     The  1998 Plan provides for the grant of options to purchase
up  to  an  aggregate of 250,000 Option Shares.  Options  granted
under  the 1998 Plan may  be ISOs or NQSOs and may be granted  in
tandem  with  SARs, depending upon the terms established  by  the
Board or the Compensation Committee at the time of grant.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     There  are no compensation committee (or Board of Directors)
interlock relationships with respect to the Company.


ITEM  12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL  OWNERS  AND
MANAGEMENT

     The  following  table  sets forth, as of  the  date  hereof,
certain  information  concerning  those  persons  known  to   the
Company,  based on information obtained from such  persons,  with
respect  to the beneficial ownership (as such term is defined  in
Rule  13d-3 under the Securities Exchange Act of 1934) of  Common
Shares  and  Preferred  Stock by (i) each  person  known  by  the
Company to be the owner of more than 5% of the outstanding Common
Shares  and  Preferred  Stock, (ii)  each  Director,  (iii)  each
executive  officer  named in the Summary Compensation  Table  and
(iv) all Directors and executive officers as a group.


                      Amount and Nature
                   of Beneficial Ownership   Percent of Class (1)
Name and Address            Common                  Common
of Beneficial Owner         Shares                  Shares
-------------------   ---------------------  ---------------------
Steven H. Rothman(2)      1,108,625 (3)(4)           24.9%

Howard Pavony(2)          1,107,500 (3)(5)           24.9%

Robert A. Fries
71 Peria Drive
Rocky Hill, CT  06061        87,000                   2.0%

Ramon Mota(2)                25,065 (3)               *

William Lerner
423 East Beau Street
Washington, PA  15301         5,000 (3)              *


Arnold Wasserman
1 Brookwood Drive
WestCaldwell, NJ 07006           0   (3)              *


All Directors and
executive officers
as a group (6 persons)      2,333,190 (3)(4)(5)        52.4%
-----------------
* Represents less than 1%.

(1)  Based  on  4,450,374  shares  of  Common  Stock  issued  and
     outstanding as of the date of this Report.

(2)  The address of this person is c/o the Company, 614 Corporate
     Way, Valley Cottage, New York 10989.

(3)  Includes  options held by Steven Rothman and  Howard  Pavony
     each  to purchase 30,000 shares of Common Stock, options  to
     purchase  25,000 shares held by Ramon Mota and  to  purchase
     5,000   shares  held  by  Mr.  Lerner  which  are  currently
     exercisable.   Does  not include options  held  by  each  of
     Messrs.  Pavony and Rothman to purchase 30,000 shares option
     held  by  Mr.  Mota to purchase 5,000 shares which  are  not
     currently exercisable and options to purchase 10,000  shares
     held   by   Messrs.  Lerner  and  Wasserman  currently   not
     exercisable.


(4)  Includes 1,125 shares held by the wife of Mr. Rothman.  Also
     includes an aggregate of 169,139 shares of Common Stock held
     in  trust  for  Mr. Rothman's three children.   Mr.  Rothman
     disclaims beneficial ownership of all of such shares.

(5)  Includes  an aggregate of 164,044 shares held in  trust  for
     Mr.  Pavony's two children.  Mr. Pavony disclaims beneficial
     ownership of all of such shares.


ITEM 13.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     None.
           
<PAGE>
                            PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
          FORM 8-K
     (a)(1)  Financial  Statements.
            Independent Auditors' Report                               F-1

            Consolidated Balance Sheets at March 31, 1998 and 1997     F-2

            Consolidated Statements of Income for                      F-3
            the years ended March 31, 1998, 1997 and 1996
             
            Consolidated Statements of Changes in Shareholders'        F-4
            Equity for the years ended March 31, 1998, 1997
            and 1996

            Consolidated Statements of Cash Flows for the
            the years ended March 31, 1998, 1997and 1996               F-5

            Notes to Consolidated Financial Statements                 F-6


     (2)   Financial Statement Schedules

           Financial Statement Schedules have been omitted because of
           the absence of the conditions under which they are required
           or because the required information, where material, is
           shown in the Consolidated Financial Statements or the notes
           thereto.
     
     (3)  Exhibits

          2.1 Asset Purchase Agreement dated as of May 1, 1 996 by and
              among DATA.COM RESULTS, INC. ("DATA.COM"), the sole 
              shareholder of DATA.COM, the Company and the Company's
              wholly-owned subsidiary, DATA.COM DIRECT, INC. (4)
               
          2.2  Stock Purchase and Option Agreement dated May 15, 1998 by
               and among the Company, Pivot Technologies, Inc. and certain
               Pivot Shareholders. (7)
               
          3.1  Certificate of Incorporation of the Company, as amended.(1)
               
          3.2  Certificate of Amendment filed September 10, 1996. (6)
               
          3.3  By-Laws of the Company.(1)

         10.1  Lease Agreement between the Company and Asso ciates of
               Rockland County dated July 30, 1989 (1)
               
         10.2  Revised 1993 Employee Stock Option Plan.(1)

         10.3  Revolving Credit Line Agreement between The Bank of New
               York and the Company.(1)
<PAGE>               
         10.4  Modification and Extension  Agreement dated N ovember 12,
               1992 between the Bank of New York and the Company.(1)

         10.5  Remarketer/Integrator Agreement between Dell Marketing L.P.
               and Company, as amended.(1)

         10.6  Amendment to Lease between the Company and associates of
               Rockland County dated as of July 23, 1992. (1)

         10.7  Dealer Addendum, as amended, to IBM Agreement for
               Authorized Dealers and Industry Remarketers.(1)

         10.8  Master Purchase Agreement between Paine Webber Incorporated
               and the Company.(1)

         10.9  Agreement for Wholesale Financing between Deutsche
               Financial Service (f/k/a/ ITT Commercial Finance Corp.) and
               the Company.(1)

        10.10  September 13, 1993 amendment to Paine Webber Incorporated
               agreement.(1)

        10.11  Extension Agreement between the Bank of New York and the
               Company dated March 3, 1994.(2)

        10.12  Agreement of Cancellation and Termination of Franchise
               Agreement and general release, dated March 28, 1995.(3)

        10.13  Amendment to Revolving Loan Agreement between the Company
               and the Bank of New York, dated March 28, 1995.(3)

        10.14  Pledge and Escrow Agreement dated as of May 6, 1996 among
               the Company, Data.Com and Mr. Fries.(4)

        10.15  Employment Agreement dated as of May 6, 1996 between the
               Company and Mr. Fries.(4)

        10.16  Employment Agreement dated April 1, 1996 between the Company
               and Mr. Mota.(5)

        10.17  Lease Extension between the Company and Associates of Rockland
               County dated as of February 29, 1996.(5)

        10.18  Employment Agreement between the Company and Steven H.
               Rothman, dated September 1, 1996.(6)

        10.19  Employment Agreement between the Company and Howard Pavony,
               dated September 1, 1996.(6)
<PAGE>
        10.20  Agreement and Plan of Merger by and among the Company, a to
               be formed wholly-owned subsidiary, and Pivot Shareholders,
               to be entered into if Option is exercised pursuant to Stock
               Purchase and Option Agreement referred to in 2.2 above.(7)

       10.21  Lease Agreement between 270 Madison Limited Partnership as
              landlord and the Company as tenant for space located at 270
              Madison Avenue.

       11.1   Statement Re: Computation of Per Share Earnings

       21.1   Subsidiaries of the Company.(5)

       27.1   Financial Data Schedule.


1.   Incorporated by reference from the Company's Registration
     Statement on Form SB-2 for October 26, 1993 (No. 33-62932NY).
     
2.   Incorporated by reference from the Company's Annual Report
     on Form 10-KSB for the fiscal year ended March 31, 1994.
                                 
3.   Incorporated by reference from the Company's Current Report
     on Form 8-K dated March 28, 1995.

4.   Incorporated by reference from the Company's Current Report
     on Form 8-K dated May 6, 1996.

5.   Incorporated by reference from the Company's Annual Report
      on Form 10-K for the fiscal year ended March 31, 1996.
                                 
6.   Incorporated by reference from the Company's Annual Report
      on Form 10-K for the fiscal year ended March 31, 1997.
                                 
7.   Incorporated by reference from the Company's Current Report
     on Form 8-K dated May 15, 1998.

     (b)  Reports on Form 8-K.

     The Company filed a Current Report on Form 8-K dated May 15,
1998, reporting that it had entered into an agreement to acquire a
19.9% interest in Pivot Technologies, Inc. and an option to cause
the merger thereof into the Company.


<PAGE>




                    Report of Independent Auditors


Board of Directors and Shareholders
Micros-To-Mainframes, Inc.


We have audited the accompanying consolidated balance sheets of Micros-
To-Mainframes,  Inc.  as of March 31, 1998 and 1997  and  the  related
consolidated statements of operations, changes in shareholders' equity
and  cash flows for each of the three years in the period ended  March
31,  1998.  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 audits.

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

In  our  opinion,  the consolidated financial statements  referred  to
above  present  fairly,  in  all material respects,  the  consolidated
financial position of Micros-To-Mainframes, Inc. at March 31, 1998 and
1997 and the consolidated results of its operations and its cash flows
for  each  of  the three years in the period ended March 31, 1998  in
conformity with generally accepted accounting principles.


/s/ Ernst & Young LLP

Stamford, Connecticut
May 29, 1998


                             F-1
<PAGE>
      
                      Micros-To-Mainframes, Inc.
                      Consolidated Balance Sheets


                                                   March 31,
                                                1998        1997
                                            ------------------------
Assets                                                   
Current assets:                                          
Cash and cash equivalents                 $  3,991,593   $ 2,879,578
Accounts receivable - trade, less allowance              
of $140,000 and $41,000                     14,000,562    13,707,458
Inventory                                    1,332,322     1,458,467
Prepaid expenses and other current assets      396,618       410,817
Deferred income taxes                          402,400        47,000
                                           --------------------------
Total current assets                        20,123,495    18,503,320
Property and equipment:                                  
Leasehold improvements                         100,206        97,426
Furniture, fixtures and other equipment      1,852,350     1,555,840
                                           --------------------------
                                             1,952,556     1,653,266
Less accumulated deprecation 
 and amortization                              877,683       626,940
                                            -------------------------
                                             1,074,873     1,026,326
                                                         
Goodwill, net of accumulated amortization
  of $113,819 and $54,450                      777,181       836,550
Other assets                                   100,951        94,294
                                           --------------------------
Total assets                               $22,076,500   $20,460,490
                                           ==========================
                                                         
Liabilities and shareholders' equity                     
Current liabilities:                                     
Secured notes payable                  $         5,000         5,000
Accounts payable and accrued expenses        8,166,141     7,905,693
Income taxes payable                           373,284       174,553
Deferred revenue                               810,000          -
                                            -------------------------
Total current liabilities                    9,354,425     8,085,246
Deferred income taxes                           37,000        32,000
                                            -------------------------
Total liabilities                            9,391,425     8,117,246
                                                         
Shareholders' equity:                                    
Common stock, $.001 par value; 10,000,000                
shares authorized; 4,450,374 shares issued              
and outstanding at March 31, 1998 and 1997       4,450        4,450
Additional paid-in capital                  12,807,900   12,807,900
Retained equity (deficit)                     (127,275)    (469,106)
                                            ------------------------
Total shareholders' equity                  12,685,075   12,343,244
                                           -------------------------
Total liabilities and shareholders' equity $22,076,500  $20,428,490
                                           =========================


See accompanying notes.

                             F-2
<PAGE>
                      Micros-To-Mainframes, Inc.
                                   
                 Consolidated Statements of Operations


          
                                               Year ended March 31,
                                            1998        1997       1996
                                         ---------------------------------
Net revenues:                                               
  Products                             $54,378,851  $51,646,003  $42,789,681
  Services                              15,222,379    6,416,470    4,536,656
                                      --------------------------------------
                                         69,601,230  58,062,473   47,326,337
Costs and expenses:                                         
  Cost of products sold                  51,912,015  47,548,895   40,452,206
  Cost of services provided               9,413,815   2,419,527    1,108,941
  Selling, general and administrative    
    expenses                              7,796,253   6,698,265    4,070,111
  Compensatory stock arrangement            -           -          4,655,000
                                      --------------------------------------
                                         69,122,083  56,666,687   50,286,258
                                                            
Other income                                163,121     140,788       66,179
Interest expense                             13,437       6,136       13,325
                                      ---------------------------------------
Income (loss) from operations before 
   income taxes                             628,831   1,530,438   (2,907,067) 
Provision for income taxes                  287,000     620,450      707,000
                                     ----------------------------------------
Net income (loss)                         $ 341,831  $  909,988  $(3,614,067)
                                     ========================================
                                                            
Net income (loss) per common share:                         
      Basic                                $  .08      $  .21     $  (1.43)
                                     ========================================
                                    
      Diluted                              $  .08      $  .20     $  (1.43)
                                     ========================================
                                                            
Weighted average number of common                           
and common equivalent shares used
in calculation:
   Basic                                 4,450,374   4,425,073     2,532,777
                                    =========================================
   Diluted                               4,483,881   4,491,319     2,532,777
                                    =========================================


See accompanying notes.

                             F-3
<PAGE>

                      Micros-To-Mainframes, Inc.
                                   
                 Consolidated Statements of Changes in
                         Shareholders' Equity
<TABLE>
<CAPTION>


                         Preferred Stock     Common Stock
                         ---------------   ---------------  
                         Number            Number            Additional    Retained      
                           of                of              Paid-In       Earnings/
                         Shares   Amount   Shares   Amount    Capital      (Deficit)       Total
                        ---------------------------------------------------------------------------- 
<S>                       <C>       <C>     <C>        <C>      <C>           <C>           <C>    
Balance at March 31,1995  1,400,000 $1,400   2,177,410  $2,178  $ 2,627,485  $2,234,973   $ 4,866,036
                                                                         
                                                                                   
Issuance of common                                                                 
stock:
Employee options                              
exercised                                      7,500       7       14,680                     14,687
Underwriter                                                                        
  Representative
  Warrants exercised                          100,000    100      438,650                    438,750
Warrants exercised and                                                              
  redeemed less offering                                                             
  expenses of $78,076                       1,078,464  1,078    4,638,959                  4,640,037                           
Compensatory stock                                                            
arrangement                                                     4,655,000                  4,655,000  
Net loss                                                                    (3,614,067)   (3,614,067)
                         -----------------------------------------------------------------------------   
Balance at March 31,1996 1,400,000   1,400  3,363,374  3,363   12,374,774   (1,379,094)   11,000,443
                  
                                                                                   
Conversion of preferred 
    stock               (1,400,000) (1,400)   980,000    980          420                      -    
Issuance of common                                                                 
    stock:
Employee options                          
  exercised                                    20,000     20        24,980                    25,000
Acquisition of                          
  subsidiary                                   87,000     87       407,726                   407,813       
Net income                                                                      909,988      909,988
                        ----------------------------------------------------------------------------
Balance at March 31,1997    -        -      4,450,374  4,450    12,807,900     (469,106)  12,343,244
                       
                                                                                   
Net income                  -        -        -         -             -         341,831      341,831
                         ---------------------------------------------------------------------------
Balance at March 31,1998    -     $  -      4,450,374 $4,450   $12,807,900   $ (127,275) $12,685,075
                         ===========================================================================                          
                                                                      
</TABLE>
See accompanying notes.
                             F-4
<PAGE> 
                      Micros-To-Mainframes, Inc.
                                   
                 Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>

                                                   Year ended March 31,
                                                 1998      1997      1996
                                            -------------------------------
<S>                                         <C>            <C>         <C>
Operating activities                                         
Net income (loss)                          $  341,831      $ 909,988  $(3,614,067)
                                                             
Adjustments to reconcile net income                          
(loss) to net cash provided by (used
in) operating activities:                                
Depreciation and amortization                  331,976       223,506       90,269
Compensatory stock arrangement                  -              -        4,655,000
Deferred income taxes                         (350,400)        -         -    
Bad debt expense                                99,000         -         -
Other non-cash charges (credits)                 -             5,000      (14,000)
Changes in operating assets and                              
liabilities, net of effects of
acquisition in 1997:
Accounts receivable                           (392,104)   (3,418,345)   (2,121,743)
Inventory                                      126,145       (96,068)     (278,951)
Prepaid expenses and other current       
  assets                                        14,199        22,609      (158,679)           
Other assets                                    (6,657)      (25,132)      (38,883)
Accounts payable and accrued expenses          260,448     1,886,072       801,777
Income taxes payable                           198,731        55,413      (147,314)
Deferred revenue                               810,000         -            -
                                          -----------------------------------------
Net cash provided by (used in) operating 
activities                                   1,433,169      (436,957)     (826,591)         
                                                             
Investing activities                                         
Purchase of property and equipment            (321,154)     (682,034)     (149,304)
Purchase of subsidiary, net of cash     
  acquired                                        -       (1,311,018)         -
                                          -----------------------------------------
Net cash used in investing activities         (321,154)   (1,993,052)     (149,304)
                                                             
Financing activities                                         
Net proceeds from issuance of common
   stock                                         -            25,000     5,093,474
                                          -----------------------------------------                                             
Net cash provided by financing
  activities                                     -            25,000     5,093,474
                                           ----------------------------------------
                                                             
Increase (decrease) in cash                 1,112,015     (2,405,009)    4,117,579
Cash and cash equivalents at beginning
  of year                                   2,879,578       5,284,587    1,167,008
                                           ---------------------------------------
Cash and cash equivalents at end of year  $ 3,991,593      $2,879,578  $ 5,284,587
                                          ========================================
</TABLE>                                                 



See accompanying notes.

                             F-5
<PAGE>
                      Micros-To-Mainframes, Inc.
                                   
              Notes to Consolidated Financial Statements



1. Summary of Significant Accounting Policies

Principles of Consolidation and Nature of Operations

The   accompanying  consolidated  financial  statements  include   the
accounts   of   Micros-To-Mainframes,  Inc.   and   its   wholly-owned
subsidiaries, Data.Com RESULTS, Inc., "Data.Com" (see Note 7) and  MTM
Advanced Technology, Inc., hereafter, collectively referred to as  the
"Company".  Significant intercompany accounts  and  transactions  have
been eliminated. The Company is a premier provider of network analysis
&  diagnostics,  management, architecture, design, implementation  and
support  services  serving the New York Tri-State  area.  The  Company
practices   in  Network  Protocol  Analysis,  Network  OS  Consulting,
Internet & Network Security, Integrated Communications, and Life Cycle
Managed  Services  create a comprehensive computer  and  communication
services  suite.  Their many corporate, commercial, and  institutional
clients  choose the Company for best practices support  from  the  end
user to the enterprise.

The  Company  purchases microcomputers and related  products  directly
from  suppliers  as  either an authorized  dealer  or  a  value  added
reseller.  The Company has entered into authorization agreements  with
major  suppliers  which  can be terminated by the  supplier,  with  or
without  cause,  upon  30 to 90 days notice, or immediately  upon  the
occurrence  of  certain events. Sales of products purchased  from  the
Company's  two largest suppliers were 23% and 16% in fiscal  1998.  In
fiscal  1997,  product from three of the Company's  largest  suppliers
accounted for 20%, 26%, and 13% of sales. In fiscal 1996, product from
these  three suppliers accounted for 24% , 26%, and 13% of sales.  The
Company  believes that it has excellent relationships with  its  major
suppliers,  however, there can be no assurance that the aforementioned
agreements  will be renewed. If these agreements are not  renewed  the
Company may have difficulty obtaining inventory at a cost which  would
allow for resale at a competitive market price.

Certain  amounts  have been reclassified to conform  to  current  year
presentation.

Use of Estimates

The  preparation of financial statements in conformity with  generally
accepted  accounting principles requires management to make  estimates
and  assumptions  that affect the amounts reported  in  the  financial
statements  and accompanying notes. Actual results could  differ  from
those estimates.

Cash and Cash Equivalents

Cash  and cash equivalents generally consist of cash, certificates  of
deposit,  commercial  paper  and money market  funds  holding  similar
investments.  The  Company  considers all  highly  liquid  investments
purchased  with  a  maturity  of three  months  or  less  to  be  cash
equivalents.  Such  investments are stated at cost which  approximates
fair  value,  and  are  considered cash equivalents  for  purposes  of
reporting cash flows.

Inventories

Inventories, comprised principally of computer hardware and  software,
are  stated at the lower-of-cost or market using the first-in,  first-
out (FIFO) method.
                                F-6
<PAGE>
                      Micros-To-Mainframes, Inc.
                                   
        Notes to Consolidated Financial Statements (continued)


1. Summary of Significant Accounting Policies (continued)

Property and Equipment

Property  and  equipment are stated at cost and are depreciated  using
the straight-line method. Furniture, fixtures and other equipment have
useful lives ranging from 3 to 7 years.

Leasehold  improvements are depreciated over the shorter of the  lease
term  or economic life of the related improvement. Expenditures  which
extend   the   useful  lives  of  existing  assets  are   capitalized.
Maintenance and repair costs are charged to operations as incurred.

The  Company incurred approximately $273,000, $169,000 and $90,000  in
depreciation  expense for the years ended March  31,  1998,  1997  and
1996, respectively.

Goodwill

The goodwill is being amortized using the straight-line method over 15
years (see Note 7).

Impairment of Long-Lived Assets

Long-lived assets, including goodwill, are reviewed for impairment and
written down to fair value whenever events or changes in circumstances
indicate that the carrying amount of the asset may not be recoverable.
At  March  31, 1998, no such impairment existed. The Company  measures
the potential impairment of long-lived assets, including goodwill,  by
the undiscounted value of expected operating cash flow in relation  to
the assets to which it applies.

Income Taxes

Deferred  income taxes are provided, using the liability  method,  for
temporary differences between financial and tax reporting, which arise
principally from the deductions related to the allowances for doubtful
accounts,  certain deferred contract revenues, the basis of  inventory
and differences arising from book versus tax depreciation methods.

Revenue Recognition

The   Company  recognizes  revenue  upon  the  shipment   of   ordered
merchandise and as technical services are rendered.

Fair Value of Financial Instruments

The  estimated  fair  value of amounts reported  in  the  consolidated
financial  statements have been determined by using  available  market
information  and  appropriate valuation  methodologies.   All  current
assets  and  current  liabilities are carried  at  their  cost,  which
approximates fair value, because of their short term nature.

Stock Based Compensation

The Company has granted stock options for a fixed number of shares  to
employees with an exercise price equal to the fair value of the shares
at  the  date  of  grant. The Company has accounted for  stock  option
grants in accordance with Accounting Principles Board Opinion No.  25,
"Accounting  for Stock Issued to Employees" (APB 25), and  intends  to
continue to do so.

                             F-7
<PAGE>
                      Micros-To-Mainframes, Inc.
                                   
        Notes to Consolidated Financial Statements (continued)


1. Summary of Significant Accounting Policies (continued)

Earnings Per Share

The  Company  adopted Statement of Financial Accounting Standards  No.
128,  "Earnings  Per  Share"  ("FAS No. 128"),  which  supersedes  APB
Opinion  No.  15, "Earnings Per Share", and specifies the computation,
presentation,  and  disclosure requirements  for  earnings  per  share
("EPS")  for  entities with publicly held common  stock  or  potential
common stock. FAS No. 128 replaces primary and fully diluted EPS  with
basic   and   diluted  EPS,  respectively.  It  also   requires   dual
presentation  of Basic EPS and Diluted EPS on the face of  the  income
statement   and  requires  a  reconciliation  of  the  numerator   and
denominator  of  the  Basic  EPS  computation  to  the  numerator  and
denominator of the Diluted EPS computation.

Basic  EPS,  unlike Primary EPS, excludes all dilution  while  Diluted
EPS, like Fully Diluted EPS reflects the potential dilution that could
occur  if  securities or other contracts to issue  common  stock  were
exercised  or converted into common stock or resulted in the  issuance
of common stock that then shared in the earnings of the entity.

Earnings per share for 1997 and 1996 have been restated to conform  to
the requirements of FAS No. 128.

Concentrations of Credit Risk

Financial   instruments  that  potentially  subject  the  Company   to
significant concentrations of credit risk consist principally of  cash
and cash equivalents and trade accounts receivable. The Company places
its cash with high credit quality institutions. At times, such amounts
may be in excess of the FDIC insurance limits.

The  Company's customers are primarily mid to large size  corporations
in  diversified  industries located in the New  York  tri-state  area.
Receivables  from the Company's largest customer approximated  26%  of
trade  receivables  at  March  31, 1998. Receivables  from  two  major
customers  approximated 18% and 13% of the Company's trade receivables
at March 31, 1997. One customer accounted for approximately 13% of the
Company's  revenue for fiscal 1998. Two customers each  accounted  for
13%  of  the  Company's revenues in fiscal 1997, and 18%  and  16%  in
fiscal  1996.  The loss of a principal customer would be  expected  to
have a material adverse effect on the Company's operations during  the
short term until the Company is able to generate replacement business,
although there can be no assurance of obtaining such business.

Credit  is  extended  to  customers based on an  evaluation  of  their
financial  condition, and collateral is generally  not  required.  The
evaluation of financial condition is performed to reduce the  risk  of
loss. The Company has not historically experienced any material losses
due to uncollectible accounts receivable.

                             F-8
<PAGE>
                      Micros-To-Mainframes, Inc.
                                   
        Notes to Consolidated Financial Statements (continued)



2. Credit Facilities

The  Company  has  entered into several financing agreements  for  the
purchase   of  inventory.  These  agreements  aggregate  approximately
$6,800,000  at March 31, 1998 and $8,300,000 (approximately $2,676,000
and  $3,145,000 unused) at March 31, 1998 and 1997, respectively,  and
generally  provide for thirty day repayment terms. Current  borrowings
under  these  agreements are included in accounts payable and  accrued
liabilities.  These  agreements are secured by the  related  inventory
and/or  accounts  receivable  and liens  against  all  assets  of  the
Company.  In  addition, one of these agreements provides  for  minimum
amounts  of  tangible net worth and specified financial ratios.  These
agreements will remain in effect until terminated by either party. All
such  borrowings are subordinated to the bank financing, except as  to
inventory  and equipment, pursuant to an intercreditor agreement  (see
below).

A  revolving credit facility expiring July 31, 1998 allows the Company
to  borrow  up to $5,000,000 with an interest rate of either  (1)  the
bank's Alternate Base Rate (ABR); or (2) the Eurodollar rate plus  2%,
depending on certain factors as stipulated in the agreement. At  March
31,  1998  and  1997,  the Company had $5,000 outstanding  under  this
facility with interest payable at the bank's ABR of 8.50%.

The revolving credit facility provides, among other matters for: (i) a
general security interest first lien on all of the Company's assets (a
second  lien  to the extent a first lien on inventory and/or  accounts
receivable  is  held under the financing agreements described  above);
(ii)  unconditional  guarantees of MTM Advanced Technology,  Inc.  and
(iii)  requirements,  including limitations on additional  borrowings,
minimum  levels  of  shareholders'  equity,  restrictions  on  certain
transactions,  including  the  payment  of  dividends,  and  specified
financial ratios.

Interest   paid   during  fiscal  1998,  1997  and   1996   aggregated
approximately $13,000, $6,000 and $1,000, respectively.

3. Shareholders' Equity

In  connection  with the Company's initial public offering  of  common
stock, the Company issued 1,000,000 Warrants entitling the holders  to
purchase   common   shares,  and  100,000  Representative's   Warrants
entitling  the  holders to purchase units (consisting  of  one  common
share and one warrant). The 1,000,000 Warrants entitled the holders to
purchase  shares of common stock at an exercise price  of  $4.375  per
share  from  October 26, 1993 through October 26,  1997.  The  100,000
Representative's Warrants entitled the holders to purchase units at an
exercise  price  of $4.3875 per unit, from October  26,  1994  through
October  26,  1998.  During  fiscal 1996,  substantially  all  of  the
Company's  Warrants  and  all  of the Representative's  Warrants  were
exercised  resulting  in the issuance of 1,178,464  shares  of  common
stock.
                             F-9
<PAGE>
                      Micros-To-Mainframes, Inc.
                                   
        Notes to Consolidated Financial Statements (continued)



3. Shareholders' Equity (continued)

Preferred Shares

In   the   fourth   quarter  of  fiscal  1996,  the   thresholds   for
convertibility of 1,400,000 shares of preferred stock were  considered
probable. In conjunction with this determination, the Company and  the
holders   of   the  preferred  shares  committed  to  accelerate   the
convertibility  and  fix  the  amount of compensation  expense  to  be
charged  to  earnings.  The  Board  of  Directors  and  the  preferred
shareholders  agreed subject to the receipt of necessary stockholders'
consent and an independent appraisal as to the equivalent value of the
preferred  stock  and  the  common stock, to  the  conversion  of  the
preferred shares into common shares. The appraisal concluded that  the
1,400,000  preferred shares were equivalent to 980,000 common  shares.
The conversion was consummated upon stockholder approval at the August
20, 1996 meeting of Company stockholders. Based on the market value of
the Company's common stock at March 31, 1996, the Company recognized a
non-recurring, non-cash charge of $4,655,000.

In addition, at the Annual Meeting of Shareholders on August 20, 1996,
the  Company amended its Certificate of Incorporation, eliminating the
old  Series A Preferred Stock and authorizing a new class of 2,000,000
shares of "blank check" preferred stock, par value $.001 per share. As
of  March  31,  1998,  there  were  no  preferred  shares  issued  and
outstanding.

Employee Stock Option Plan

The 1993 Employee Stock Option Plan (the 1993 Plan) was adopted by the
Company in May 1993 and the 1996 Stock Option Plan (the 1996 Plan) was
approved  by the shareholders of the Company on August 20,  1996.  The
Plans  provide  for  granting of options,  including  incentive  stock
options, non-qualified stock options and stock appreciation rights  to
qualified employees (including officers and directors) of the Company,
independent   contractors,  consultants  and  other  individuals,   to
purchase  up to an aggregate of 250,000 and 350,000 shares  of  common
stock in the 1993 Plan and 1996 Plan, respectively. The exercise price
of  options  generally, may not be less than 100% of the  fair  market
value of the Company's' common stock at the date of grant. Options may
not  be exercised more than ten years after the date of grant. Options
granted  under  the  Plans  become  exercisable  in  accordance   with
different vesting schedules depending on the duration of the options.

                             F-10
<PAGE>
                      Micros-To-Mainframes, Inc.
                                   
        Notes to Consolidated Financial Statements (continued)



3. Shareholders' Equity (continued)

Information  regarding the Company's stock option plans is  summarized
below:
<TABLE>
<CAPTION>
                                       1993 Plan             1996 Plan
                               ------------------------------------------------
                                  Number     Option         Number     Option
                                    of       Exercise          of      Exercise
                                  Options    Price Per      Options   Price Per
                                              Share                     Share
                               ------------------------------------------------
<S>                              <C>         <C>     <C>     <C>         <C>      <C>
Outstanding at March 31, 1995    195,000     $1.25 - $3.375
                                                      
Terminated and canceled           (2,500)    $3.375
Options issued during the year    40,000     $5.125-$7.00
Options exercised during the year (7,500)    $1.25 -$3.375
                                 ---------
Outstanding at March 31, 1996     225,000    $1.25 -$7.00               

                                                      
Options issued during the year     15,000    $3.94 - $4.06     145,000  $2.50 - $4.43
Options exercised during the year (20,000)   $1.25                 -
                                  ---------                    --------
Outstanding at  March 31, 1997     220,000   $1.25 - $7.00     145,000  $2.50 - $4.43
                
                                                      
Option issued during the year        -           -              40,000   $2.875 -$3.875
Options canceled during the year     -           -              (4,300)  $2.875
                                   ---------                   --------
Outstanding at March 31, 1998      220,000   $1.25 - $7.00      180,700  $2.50-$4.43 

</TABLE>
The  weighted-average exercise price of the total options  outstanding
at March 31,1998 is $3.82 and the weighted-average contractual life is
8.2 years.

The  weighted-average fair value of options granted during fiscal 1998
and 1997 is $2.77 and $3.41, respectively.

There  were 213,333 and 202,500 options exercisable at March 31,  1998
and  1997, under the 1993 Plan and 25,000 options exercisable at March
31, 1998 under the 1996 Plan.

The  Company  has elected to follow APB 25 and related interpretations
in  accounting  for its employee stock options because,  as  discussed
below,  the alternative fair value accounting provided for under  FASB
Statement No. 123, "Accounting for Stock-Based Compensation," requires
use  of  option valuation models that were not developed  for  use  in
valuing  employee  stock options. Under APB 25, because  the  exercise
price  of the Company's employee stock options equal the market  price
of  the underlying stock on the date of grant, no compensation expense
is recognized.

Pro  forma information regarding net income and earnings per share  is
required  by Statement 123, and has been determined as if the  Company
had  accounted  for its employee stock options under  the  fair  value
method of the Statement. The fair value of these options was estimated
at  the date of grant using a Black-Scholes option pricing model  with
the  following weighted-average assumptions for fiscal 1998  and  1997
and  1996,  respectively: risk-free interest rate  6.0%;  no  dividend
yield;  a  volatility  factor  of the expected  market  price  of  the
Company's Common Stock of 0.57, 0.78 and 0.91 and an expected life  of
8.0, 8.5 and 8.1 years.
                             F-11

<PAGE>
                      Micros-To-Mainframes, Inc.
                                   
        Notes to Consolidated Financial Statements (continued)



3. Shareholders' Equity (continued)

The  Black-Scholes  option valuation model was developed  for  use  in
estimating  the  fair value of traded options which  have  no  vesting
restrictions and are fully transferable. In addition, option valuation
models  require  the input of highly subjective assumptions  including
the  expected  stock price volatility. Because the Company's  employee
stock  options have characteristics significantly different from those
of  traded  options,  and  because changes  in  the  subjective  input
assumptions  can  materially  affect  the  fair  value  estimate,   in
management's opinion, the existing models do not necessarily provide a
reliable  single  measure  of the fair value  of  its  employee  stock
options.

For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period.  The
Company's pro forma information is as follows:

                                              Year ended March 31,
                                          1998      1997       1996
                                       ---------------------------------

Pro forma net income (loss)            $301,225  $883,825   $(3,702,449)
                                      ==================================
Pro  forma income (loss) per share  -  
basic and diluted                      $ .07      $ .20       $ (1.46)
                                      ==================================

In  accordance  with the provisions of Statement 123,  the  pro  forma
disclosures include only the effect of stock options granted in fiscal
years  beginning after December 15, 1994. The application of  the  pro
forma  disclosures  presented  above are  not  representative  of  the
effects  of  Statement 123 may have on net earnings and  earnings  per
share  in  future years due to the timing of stock option  grants  and
considering that options vest over several years.

Earnings Per Share

The  following  table presents the computation of  basic  and  diluted
income (loss) per share:

                                            1998       1997       1996
                                         -----------------------------------
 Numerator:                                            
   Net income (loss)                     $ 341,831   $ 909,988   $(3,614,067)
                                         ===================================

 Denominator:                                          
  Denominator for basic earnings                          
    per share-weighted-average shares    4,450,374   4,425,073     2,532,777
    
  Dilutive effect of employee                             
    stock options and warrants              33,507      66,246       -
                                        ------------------------------------
  Denominator for diluted earnings
     per share                             4,483,881 4,491,319    2,532,777
                                        -------------------------------------
                                                          
   Net income (loss) per share-basic     $     .08     $   .21     $  (1.43)
                                        ====================================
                                                          
   Net income (loss) per share-diluted   $     .08     $   .20     $  (1.43)
                                        ====================================
                             F-12
<PAGE>
                      Micros-To-Mainframes, Inc.
                                   
        Notes to Consolidated Financial Statements (continued)


3. Shareholders' Equity (continued)

Options  to  purchase  45,000  and 155,000  shares  of  common  stock,
outstanding  as  of  March 31, 1998 and 1997, respectively,  were  not
included  in  the  computation of diluted earnings per  share  because
their  inclusion  would be antidilutive. Options to  purchase  225,000
shares  of common stock as of March 31, 1996 were not included in  the
computation  of diluted earnings per share because the Company  had  a
net  loss in 1996, and therefore, the inclusion of those options would
be  antidilutive. The conversion of the Company's preferred stock into
980,000  shares of common stock were excluded from the March 31,  1996
calculation  of  diluted earnings per share as the specified  earnings
targets had not been met at such date.

4. Income Taxes

The  liability  method is used in accounting for income  taxes.  Under
this  method, deferred tax assets and liabilities are determined based
on differences between financial reporting and tax bases of assets and
liabilities and are measured using the enacted tax rates and laws that
will be in effect when the differences are expected to reverse.

The provision for income taxes consists of the following:

                                          Year ended March 31,
                                         1998      1997      1996
                                       -----------------------------   
    Federal:                                              
     Current                           $513,100  $463,450   $568,300
     Deferred                          (289,000)    5,000    (14,000)
                                      -------------------------------
                                        224,100   468,450    554,300
    State:                                                
     Current                            124,300   152,000    152,700
     Deferred                           (61,400)      -        -
                                      -------------------------------
                                       $287,000  $620,450   $707,000
                                       ==============================

The  reconciliations of income tax computed at the  federal  statutory
tax rates to actual income tax expense are as follows:
                                               Year ended March 31,
                                          1998       1997        1996
                                        -------------------------------
    Tax expense (benefit) at statutory                    
      rates applied to pretax earnings  $213,800    $520,000  $(988,000)
    Compensatory stock arrangement                        
      without tax benefit                   -         -       1,583,000
    State income taxes, net of federal                    
     benefit                               41,500    100,000    101,000
    Other                                  31,700        450     11,000
                                        -------------------------------
                                         $287,000   $620,450 $  707,000
                                        ===============================
                             F-13
<PAGE>
                      Micros-To-Mainframes, Inc.
                                   
        Notes to Consolidated Financial Statements (continued)



4. Income Taxes (continued)

Significant  components  of  the Company's  deferred  tax  assets  and
liabilities are as follows:

                                          1998        1997
                                     -------------------------              
 Deferred tax assets:                           
  Reserve for bad debts                $  54,000   $  17,000
  Inventory reserve                       24,000      21,000
  Deferred revenue                       313,000         -
  Other, net                              11,400       9,000
                                        ---------------------
                                         402,400      47,000
                                                   
 Deferred tax liabilities:                      
  Depreciation                            37,000      32,000
                                       ----------------------            
  Net deferred tax assets               $365,400    $  15,000
                                       ======================

Income  taxes  paid  during  fiscal 1998,  1997  and  1996  aggregated
approximately $557,000, $560,000, and $871,000, respectively.

5. Commitments and Contingencies

Leases

The   Company  leases  three  locations  for  its  administrative  and
operational functions under operating leases through August 2002.  The
Company  is  presently negotiating the renewal terms  for  its  Valley
Cottage,  NY and Manhattan locations. In addition, the Company  leases
five cars for the use of certain employees, including its officers, as
well as office equipment.

Future  minimum annual lease payments under operating  leases  are  as
follows:

       Twelve months ending:                 
          March 31, 1999                     $114,900
          March 31, 2000                       53,150
          March 31, 2001                       22,325
          March 31, 2002                        3,380
          March 31, 2003                         -
                                             --------
                                             $193,755
                                             ========

Rental  expense  for operating leases approximated $356,000,  $460,000
and $210,000, respectively, for fiscal 1998, 1997 and 1996.

                             F-14
<PAGE>
                      Micros-To-Mainframes, Inc.
                                   
        Notes to Consolidated Financial Statements (continued)



6. Employee Savings Plan

The Company has an employee savings plan which qualifies under Section
401(k) of the Internal Revenue Code. Under the plan, all employees who
are  at  least 21 years of age and have completed one year of  service
are eligible to defer up to 15% of their pre-tax compensation, but not
more  than  $9,500  per  calendar year. The  Company  matches  10%  of
employee  contributions to a maximum of six percent of  the  employees
salary.  The Company contributed approximately $18,000 and $12,000  to
the plan in fiscal 1998 and 1997 respectively.

7. Acquisition of Data.Com RESULTS, Inc.

On  May  6,  1996, a subsidiary of the Company, acquired substantially
all  of  the  assets of Data.Com, in exchange for issuance  of  87,000
shares  of  common  stock  of  the company  (valued  at  approximately
$407,000),  and  the  assumption  of certain  of  Data.Com's  payables
(primarily trade). Data.Com is a data communication, wide area network
(WAN)  and local area network (LAN) consultant and advanced technology
solutions provider primarily serving clients located in Connecticut.

The  acquisition has been accounted for using the purchase  method  of
accounting, and, accordingly, the purchase price has been allocated to
the  assets acquired and the liabilities assumed based upon  the  fair
values  at  the date of acquisition. The excess of the purchase  price
over  the  fair  values of the net assets acquired  was  approximately
$891,000  and has been recorded as goodwill, which is being  amortized
on a straight-line basis over 15 years.

In  addition  to the above consideration, contingent consideration  is
payable in the Company's common stock based upon defined future levels
of  Data.Com's  earnings before taxes, depreciation, and  amortization
("EBTDA")  through Fiscal 1999. The maximum number  of  shares  to  be
issued are 25,000, 25,000, and 35,000 in fiscal 1997, 1998, and  1999,
respectively.  The  contingent consideration is not  included  in  the
calculation of the acquisition cost. No shares were issued  in  fiscal
1998  or  1997.  Compensation expense will be  recognized  during  the
target  period; when such targets are considered achievable, based  on
the market value of the Company's common stock.

In  addition  to the above contingent consideration, the president  of
Data.Com will be issued 5,000 and 10,000 stock options in Fiscal  1998
and  1999,  respectively, if Data.Com's EBTDA is  greater  than  $1.25
million and $1.35 million for 1998 and 1999, respectively. The  option
price for any option so granted shall be 110% of the fair market value
of  the Company's common stock as at the first day of the taxable year
in  which  the  respective options, if any, are granted.  The  options
shall  not vest until the first day of the taxable year following  the
year of grant, at which time all such options shall vest. Compensation
expense will be recognized during the target period; when such targets
are  considered achievable, based on the market value of the Company's
common stock.

The following summarized pro forma results of operations for the years
ended  March  31,  1997 and 1996 and have been prepared  assuming  the
acquisition occurred at the beginning of the respective periods.

                                          1997        1996
                                                   
    Net sales                          $58,907,524  $  52,518,181          
    Net income (loss)                      957,704     (3,775,433)
                                                   
    Earnings (loss) per share:                     
    Basic                                   .22           (1.49)
    Diluted                                 .21           (1.49)

                             F-15
<PAGE>
                      Micros-To-Mainframes, Inc.
                                   
        Notes to Consolidated Financial Statements (continued)




8. Termination of the Merger Agreement

On  August 29, 1997, the Company entered into an Agreement and Plan of
Merger  (the  "Agreement")  with BTG,  Inc.,  a  Virginia  corporation
("BTG"), and BTG Merger Sub, Inc., a wholly-owned subsidiary  of  BTG,
pursuant  to which the Company was to be acquired by BTG for cash  and
stock valued at approximately $25 million.

On  February  13,  1998, BTG, Inc. terminated the Agreement  with  the
Company.  As a result of the default BTG paid the Company  a  $500,000
termination  fee. In addition, BTG paid the Company for  out-of-pocket
expenses  of $350,000 in exchange for a release from future  liability
which  may arise as a result of the termination of the Agreement.  The
Company  recognized these payments as a reduction to selling,  general
and  administrative expenses, reflecting an offset against the  direct
and indirect costs and expenses related to the BTG merger.

The  Company  also  entered into a cooperative marketing  and  service
agreement  with BTG, under which the Company received a non-refundable
payment  of  $900,000 from BTG for consulting services to be  provided
during  the  10 month period ending December 31, 1998. The Company  is
recognizing  this revenue ratably over the term of the  contract.  The
Company  recognized $90,000 of income during the year ended March  31,
1998.  The  Company  is  not  required to provide  services  exceeding
$900,000.

                             F-16
<PAGE>

                      Micros-To-Mainframes, Inc.
                                   
        Notes to Consolidated Financial Statements (continued)




9. Quarterly Results of Operations (Unaudited)

The  following is a summary of the quarterly results of operations for
the years ended March 31, 1998, 1997 and 1996:

                              June 30    September 30  December 31   March 31
                            -------------------------------------------------
                                    (In Thousands, except per-share data)
                                                         
Fiscal 1998                                              
                                                         
Net revenues                     $17,576    $17,338     $15,835     $18,852
Cost of products sold             13,656     13,333      11,162      13,761
Cost of services provided          1,887      1,992       2,467       3,068
Net income                           130        128         73          11 (1)
Net income per common                                    
  share:
    Basic                            .03        .03        .02         .00 (1)
    Diluted                          .03        .03        .02         .00 (1)
                                                        
Fiscal 1997                                              
                                                         
Net revenues                      $13,311    $13,450     $13,679     $17,622
Cost of products sold              10,999     11,245      11,024      14,289
Cost of services provided             427        539         655         798
Net income (loss)                     256         79         171         404
Net income (loss) per                                    
  common share:
   Basic                              .06        .02         .04         .09
   Diluted                            .06        .02         .04         .09
                                                         

Earnings  per common share calculations for each of the quarters  were
based  on  the weighted average number of shares outstanding for  each
period,  and the sum of the quarters may not necessarily be  equal  to
the full year earnings per common share amount.

(1)Includes  a  termination  fee of $850,000  (approximately  $370,000
   after  tax)  received  from BTG. This amount was  recognized  as  a
   reduction  to selling, general and administrative expenses,  as  an
   offset  against the direct and indirect costs and expenses  related
   to the BTG merger.
                             F-17
<PAGE>

                      Micros-To-Mainframes, Inc.
                                   
        Notes to Consolidated Financial Statements (continued)



10. Subsequent Events

On  May  18,  1998, the Company acquired 19.9% of Pivot  Technologies,
Inc.  ("Pivot"),  a  remote  network  servicer,  and  an  option  (the
"Option")  to  cause the merger of Pivot into a to be created  wholly-
owned  subsidiary of the Company. In consideration for the Option  and
the  Pivot Shares, Micros-to-Mainframes paid Pivot (exclusive  of  the
merger consideration payable upon any exercise of the Option) $475,000
and agreed to make further payments if Pivot is in material compliance
with  its  Business  Plan,  as  defined in  the  Purchase  and  Option
Agreement,  up  to an aggregate of $346,000 over a five  month  period
commencing one month after Closing. The Company further agreed to lend
Pivot   up  to  an  additional  $125,000  in  six  (6)  equal  monthly
installments.  Such loan is payable, without interest,  twelve  months
after  its issuance, or upon redemption of MTM's interest in the event
the  Option  is exercised. No assurance can be given that the  Company
will exercise the Option. Pursuant to the Option, the shareholders  of
Pivot  (exclusive of MTM) would receive 377,130 shares of MTM's Common
Stock,  five  (5)  year warrants to acquire 100,000  shares  of  MTM's
Common Stock at $2.916767 per share, with such warrants becoming first
exercisable  one-third  at the end of each of the  first  three  years
after the exercise of the Option, and $337,600 in cash. The Option has
a  term  of  six  (6)  months, and may be extended  for  up  to  three
additional  one month terms upon the payment of an additional  $80,000
prior  to  the  expiration  of  the  Initial  Option  Period  and  the
commencement  of  each additional extension period, respectively.  The
Company  will have certain other rights if the Option is not exercised
or if Pivot receives additional funding.


                             F-18
<PAGE>

                             SIGNATURES

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

Dated: June 19, 1998

MICROS-TO-MAINFRAMES, INC.

By:  /s/ Steven H. Rothman
     Steven H. Rothman
     CEO and President

     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.


/s/ Howard Pavony             Chairman of the Board         June 19,1998
----------------
Howard Pavony


/s/ Steven H. Rothman         President,                    June 19,1998
--------------------
Steven H. Rothman             Principal Executive
                              Officer and Director


/s/ Frank Wong                Vice President-Finance        June 19,1998
---------------------
Frank Wong                    (Principal Financial and
                               Accounting Officer)


/s/ Ramon Mota                Vice President-Technology     June 19, 1998
---------------------
Ramon Mota


/s/ William Lerner            Director                      June 19, 1998
-----------------------
William Lerner


/s/ Arnold J. Wasserman       Director                      June 19, 1998
------------------------
Arnold J. Wasserman



<PAGE>






     EXHIBIT INDEX

Exhibit No.         Description

10.18          Lease Agreement between 270 Madison Limited
               Partnership as landlord and the Company as tenant
               for space located at 270 Madison Avenue.

27.1           Financial Data Schedule.