PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements
















                     	FEDERATED PURCHASER, INC.


                  CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


                         APRIL 30, 1997 AND 1996




<PAGE>
                     FEDERATED PURCHASER, INC.
                     CONSOLIDATED CONDENSED BALANCE SHEETS

                                    ASSETS
<TABLE>
<CAPTION>
                   	                                April 30,     October 31,
                        	                             1997          1996
                                	                (Unaudited)
<S>						       <C>	      <C>
CURRENT ASSETS:
  Cash                                            	$    84,100   $     95,918
  Accounts receivable, less allowance for doubtful
    accounts of $29,339 at April 30, 1997 and $22,835
    at October 31, 1996, respectively                       482,122        493,285
  Inventories                                               289,299        314,447
  Prepaid expenses and sundry receivables                    15,965         22,925
  Note receivable - Freedom Electronics Corporation          20,000         20,000
  Restrictive covenant receivable                            22,500         24,375

  TOTAL CURRENT ASSETS                                      913,986        970,950

PROPERTY AND EQUIPMENT, at cost, less accumulated
  depreciation of $121,406 and $115,259                      25,882         32,028

OTHER ASSETS:
  Note receivable, Freedom Electronics Corporation,
    net of current portion                                  145,000        155,000
  Security deposits                                          10,845         10,845
  Restrictive covenant, net of current portion               13,125         24,375
  Other                                                      96,399         94,126

  TOTAL OTHER ASSETS                                        265,369        284,346

TOTAL ASSETS                                             $1,205,237     $1,287,324

                     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Current portion of long-term debt                      $   10,624     $   10,624
  Accounts payable                                          456,722        375,851
  Accrued expenses                                           41,043         93,861

  TOTAL CURRENT LIABILITIES                                 508,389        480,336

LONG-TERM DEBT, net of current portion                        3,019          8,331

DEFERRED INCOME                                              35,625         48,750

TOTAL LIABILITIES                                           547,033        537,417

STOCKHOLDERS' EQUITY:
  Common stock, $.10 par value,
    Authorized, 5,000,000 shares,
    Issued and outstanding, 1,719,758 shares                171,976        171,976
  Additional paid-in capital                              1,692,342      1,692,342
  Accumulated deficit                                   (1,145,036)    (1,053,333)
    Total                                                   719,282        810,985
  Less:  Treasury stock at cost                              61,078         61,078

  TOTAL STOCKHOLDERS' EQUITY                                658,204        749,907

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY               $1,205,237     $1,287,324

</TABLE>

                                      (1)


<PAGE>
                         FEDERATED PURCHASER, INC.
                     CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

                                       (Unaudited)









<TABLE>
<CAPTION>
                                            Three Months Ended          Six Months Ended
                                                     APRIL 30,                 APRIL 30,
                                      1997         1996         1997         1996

<S>				  <C>	         <C>	      <C>	   <C>

SALES                             $   876,689    $1,058,900   $1,678,386   $1,998,139

COSTS AND EXPENSES (INCOME):


  Cost of sales                       672,835       817,527    1,282,995    1,544,162
  Selling, shipping and general
    and administrative   	      266,710       338,782      498,674      656,748
  Interest expense                        708           707        1,307        1,414
  Depreciation and amortization         3,290         3,172        6,146        6,344
  Restrictive covenant                (9,375)       (5,625)     (13,125)     (11,250)
  Interest income                     (3,908)       (2,917)      (6,883)      (9,390)

  TOTAL COSTS AND EXPENSES (INCOME)   930,260     1,151,646    1,769,114    2,188,028


LOSS BEFORE PROVISION FOR
  INCOME TAXES                        (53,571)     (92,746)     (90,728)    (189,889)

PROVISION FOR INCOME TAXES             -                -            975          500

NET LOSS                          $   (53,571)   $ (92,746)   $ (91,703)  $ (190,389)


WEIGHTED AVERAGE NUMBER OF

  COMMON SHARES OUTSTANDING         1,611,317     1,611,317    1,611,317    1,611,317

LOSS PER COMMON SHARE             $     (.04)    $    (.06)   $    (.06)   $    (.12)

CASH DIVIDEND PER COMMON SHARE    $       .00    $      .00   $      .00   $      .00

</TABLE>




                                           (2)

<PAGE>

                               FEDERATED PURCHASER, INC.
                CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY
                        SIX MONTHS ENDED APRIL 30, 1997 AND 1996

                                       (Unaudited)










<TABLE>
<CAPTION>
										   	Common Stock
										     	   Held in
                                                  	Additional                         Treasury
                                    Common Stock  	  Paid-in	Accumulated          At Cost
                                Shares        Amount      Captial      	   Deficit 	 Shares     Amount

<S>				<C>	     <C>  	  <C>            <C>             <C>        <C>
BALANCES - November 1, 1995 	1,719,758    $ 171,976	  $1,692,342     $   (638,507)	 108,441    $61,078


  Net loss                         -            -            -               (190,389)      -          -


BALANCES - April 30, 1996   	1,719,758    $ 171,976	  $1,692,342     $   (828,896)	 108,441    $61,078


BALANCES - November 1, 1996 	1,719,758    $ 171,976	  $1,692,342     $ (1,053,333)   108,441    $61,078


  Net loss                          -            -            -               (91,703)        -        -


BALANCES - April 30, 1997       1,719,758    $ 171,976    $1,692,342     $ (1,145,036)   108,441    $61,078

</TABLE>
                                           (3)

<PAGE>

                          FEDERATED PURCHASER, INC.
                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                   SIX MONTHS ENDED APRIL 30, 1997 AND 1996

                                  (Unaudited)





<TABLE>
<CAPTION>
                               		                    1997             1996
<S>					   		 <C>		  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                  	         $  (91,703)      $(190,389)
  Adjustments to reconcile net loss
    to net cash from operating activities:
      Depreciation and amortization                            6,146           6,344
      Allowance for doubtful accounts                          3,000           6,000
      (Increase) decrease in operating assets:
        Accounts receivable                                    8,163        (60,294)
        Inventories                                           25,148         (6,283)
        Prepaid expenses and sundry receivables                6,960         (8,064)
      Increase (decrease) in operating liabilities:
        Accounts payable                                      80,871         100,334
        Accrued expenses                                    (52,818)        (11,122)

  NET CASH USED BY OPERATING ACTIVITIES                     (14,233)       (163,474)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Sale of marketable securities                                -              99,744
  Collection of note receivable                               10,000          25,000
  Purchase of property and equipment                           -               (472)
  Increase in association membership costs                   (2,273)        (10,200)

  NET CASH PROVIDED BY INVESTING ACTIVITIES                    7,727         114,072

CASH FLOWS USED BY FINANCING ACTIVITIES:
  Payments on notes payable and long-term debt               (5,312)         (5,312)

NET DECREASE IN CASH                                        (11,818)        (54,714)

CASH - beginning                                              95,918         186,515

CASH - ending                                             $   84,100       $ 131,801


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest                                              $    1,307       $   1,414

</TABLE>


                                      (4)

<PAGE>
                     FEDERATED PURCHASER, INC.
             NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                            APRIL 30, 1997 AND 1996

                                  (Unaudited)








NOTE 1

        In  the  opinion of management, the accompanying unaudited consolidated
        financial  statements  contain  all  adjustments  (consisting of normal
        recurring accruals) necessary to present fairly the  financial position
        as of April 30, 1997 and the results of operations for  the  six months
        ended April 30, 1997 and 1996.

NOTE 2

        The  results of operations for the six months ended April 30, 1997  and
        1996 are  not  necessarily indicative of the results to be expected for
        the full year.





































                                      (5)


<PAGE>
Item 2.
                            FEDERATED PURCHASER, INC.
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                                  (Unaudited)

RESULTS OF OPERATIONS

The Company recognized a  loss  of  $91,703  for the six months ended April 30,
1997 on net sales of $1,678,386 compared to a  loss  of  $190,389  for  the six
months  ended  April  30, 1996 on net sales of $1,998,139.  The loss of $91,703
for the current six month  period  represents  an  improvement  of $98,686 when
compared to the net loss of $190,389 for the six months ended April  30,  1996.
The net loss for the three months ended April 30, 1997 was $53,571 compared  to
a  net  loss  of  $92,746 for the six months ended April 30, 1996.  Despite the
relative improvement  in  the  magnitude  of  the  current  six month loss when
contrasted  with  the  six months ended April 30, 1996, the loss  represents  a
continuation  of repeated  significant  operating  losses  experienced  by  the
Company since prior  to  1992.   As  a result of negative cash flows associated
with these repeated losses, as of April 30, 1997, working capital had decreased
to $405,597 and the Company had an accumulated  deficit of $1,145,036.  Because
the Company currently has no access to any outside  source  of  capital (except
for  an  existing  equipment financing arrangement), management must  meet  its
short-term capital requirements  solely  from cash from operations (if any) and
existing cash reserves.  At April 30, 1997,  the  Company's  cash reserves were
$84,100.   There can be no assurance that the Company's cash reserves  will  be
sufficient to  satisfy the Company's capital requirements or that the Company's
inability to obtain  capital from outside sources will not force the Company to
seek protection under the United States Bankruptcy Code.

Net sales were $1,678,386  for  the six months ended April 30, 1997 as compared
to $1,998,139 for the six months  ended  April 30, 1996, a decrease of $319,753
or 16.0% from the prior comparable period.   Net  sales  were  $876,689 for the
three months ended April 30, 1997 as compared to $1,058,900 for  the six months
ended April 30, 1996, a decrease of $182,211 or 17.2% from the prior comparable
period.   This  decrease  in net sales is a result of intense competition  from
larger competitors, as well  as  certain other industry trends which negatively
impact smaller electronics distributors such as the Company.  These competitive
circumstances have continued to reduce the Company's sales volume, which, along
with gross margins, must improve in  the  short-term for the Company to reverse
its negative results of operations.  The likelihood  of achieving the necessary
increases in both sales volume and gross margins continues to be compromised by
several factors, including the loss of certain customers  due  to the departure
of  key  sales  personnel,  intense industry competition which has resulted  in
management  seeking additional  sales  volume  through  price  reductions,  and
certain other  industry  trends  which  adversely  impact  smaller  electronics
distributors.   While  management continues its effort to improve sales  volume
while  preserving  the  Company's  current  customer  base,  there  can  be  no
assurances that management  will  succeed  in  achieving  the  sales increases,
improved  margins  and  cost  reductions  which  are  necessary to reverse  the
Company's negative results of operations.

Cost of sales were $1,282,995 for the six months ended  April 30, 1997 compared
to  $1,544,162  for the six months ended April 30, 1996.  Cost  of  sales  were
$672,835 for the three months ended April 30, 1997 compared to $817,527 for the
three months ended  April 30, 1996.  The decrease in cost of sales for both the
six months and three  months  ended  April 30, 1997 is directly attributable to
the Company's decrease in sales volume.   The  gross  profit percentage for the
six months ended April 30, 1997 was 23.6% compared to 22.8%  for the six months
ended April 30, 1996.  The gross profit percentage for the three  months  ended
April 30, 1997 was 23.3% compared to 22.8% for the three months ended April 30,
1996.  While management believes this minor improvement in gross profits is the
result of improved pricing policies, there can be no assurances that such minor
gross  profit  margins  improvement can be sustained, or that lower total gross
profits associated with the  reduction  in  sales  volume  will  not  force the
Company to seek protection under the United States Bankruptcy Code.

Selling,  shipping  and  general  and  administrative  ("SSG&A")  expenses were
$498,674 for the six months ended April 30, 1997, compared to $656,748  for the
six  months  ended  April  30,  1996, a decrease of $158,074 or 24.1%, from the
prior comparable period.  For the  three  months ended April 30, 1997, selling,
shipping  and general administrative expenses  were  $266,710  as  compared  to
$338,782 for the prior comparable period in 1996, a decrease of $72,072 or
21.3%, versus the prior comparable period.  The decrease is  a result  of  lower
sales  salaries,  warehouse  salaries,  administrative salaries,  advertising
expenses,  telephone expenses and office expenses.  The decreases in salaries
are the result  of  management's decision to downsize the Company's labor force.
Management anticipates that further reductions in SSG&A expenses will be one
component of a broader  effort  necessary  to  reverse the Company's negative
results of operations.



















































                                      (6)


<PAGE>
                     FEDERATED PURCHASER, INC.
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                                  (Unaudited)



LIQUIDITY AND CAPITAL RESOURCES

The  Company's  liquidity  position  has  been  and  continues  to be adversely
affected by a variety of factors, including the operating loss of  $414,826 for
the year ended October 31, 1996 and the operating loss of $91,703 for  the  six
months ended April 30, 1997.  Moreover, the Company's liquidity position may be
further  negatively  impacted  to  the  extent  that  certain trends, including
intense competition from larger competitors in the electronics industry and the
migration of certain customers, from smaller to larger  distributors,  continue
to  decrease the Company's sales levels, gross profit margins, or both.   While
the Company  enhanced  its  short  term liquidity position through the one time
receipt of $755,845 in cash from the  divestiture  of  its  subsidiary, Freedom
Electronics,  in  November  1994.   Those  proceeds have been used  to  sustain
operations since that time.  Thus, the Company's  ability  to satisfy its fixed
costs  of  operations  in the future will depend upon management's  success  in
increasing sales, improving  gross margins, reducing operations costs, securing
additional lines of credit from  outside  lenders  or  entering  into strategic
alliances.    Due  to  the  Company's  impaired  liquidity  position,  negative
financial performance,  reliance on cash from net profits to sustain operations
and  certain  other  factors,   the   Company's   independent  auditors  raised
substantial  doubt  regarding  the Company's ability to  continue  as  a  going
concern in the Company's annual report for the year ended October 31, 1996.  If
the  Company  is not successful in  achieving  any  or  all  of  its  strategic
objectives, it  may  have to seek protection under the United States Bankruptcy
Code.

Cash and cash equivalents  decreased  by $11,818 for the six months ended April
30, 1997 compared to a decrease of $54,714  for  the six months ended April 30,
1996.  For the six months ended April 30, 1997, the  Company  used  net cash of
$14,233  from operating activities primarily as a result of the operating  loss
of $91,703  a  decrease of $52,818 in accrued expenses and a $2,273 increase in
association membership  costs  which  were  partially  offset  by  decreases in
accounts  receivable  of  $8,613,  inventories of $25,148, prepaid expenses  of
$6,960 and an increase of $80,871 in  accounts  payable,  as well as, operating
collections of $10,000 from notes receivable and payments of  $5,312  for notes
payable.   The  collection of $10,000 in notes receivable is due to Federated's
renegotiation of  certain  payment  terms  relating  to debt owed by Freedom to
Federated as a result of the divestiture.

The  cash  decrease  of $54,714 for the six months ended  April  30,  1996  was
primarily attributable  to  the  $190,389  operating  loss  for  the period, an
increase  of  $60,294  in  accounts  receivable, a $11,122 decrease in  accrued
expenses  and  a $10,200 increase in association  membership  costs,  partially
offset by the sale  of  $99,744  in  marketable  securities,  the collection of
$25,000 in notes receivable and an increase of $100,334 in accounts payable.

The  Company  currently has no access to any outside source of capital,  except
for approximately  $13,000  outstanding  under  an existing equipment financing
arrangement.  While management continues to seek  new sources of financing from
other financial institutions, no such arrangements has yet been established.

A supplier of electronic parts to Federated Purchaser  has informed the Company
of its decision to terminate Federated Purchaser's franchise  agreement  as  an
Industrial Electronic Distributor effective July 1, 1997.  There can be no
assurances that this termination will not have a material adverse impact on the
Company's results of operations and cash flow position.

The  Company  maintains its records on the accrual basis of accounting.  Income
is recorded when earned and expenses are recorded when incurred.  The Company's
accounting policies with respect to customer right of returns are governed upon
written authorization by Federated except for special order items.

The Company's balance  sheet  at April 30, 1997 reflects a decrease of $315,326
in working capital to $405,597 as compared to $716,846 at April 30, 1996.

The Company's stockholders' equity  is $658,204 at April 30, 1997 equivalent to
a book value per share of $.41.



                                      (7)


<PAGE>
PART II - OTHER INFORMATION

                           FEDERATED PURCHASER, INC.
                               OTHER INFORMATION
                            APRIL 30, 1997 AND 1996

                                  (Unaudited)



ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

(a)     EXHIBITS

        None

(b)     REPORTS ON FORM 8-K


The Company was not required to report any material, unusual charges or credits
to  income  pursuant  to  Item 10(a) or a  change  in  independent  accountants
pursuant to Item 12 of Form  8-K  for the six months ended April 30, 1997 other
than which has been reported.

Form 8-K filed on November 30, 1994  in  regard  to  the divestiture of Freedom
Electronics Corp.

Form  8-K  filed on December 20, 1994 in regard to the change  in  registrant's
certifying accountant.

There were no  securities  of  the  Company  sold by the Company during the six
months ended April 30, 1997, which were not registered under the Securities Act
of 1933, in reliance upon an exemption from registrations  provided  by Section
4(2) of the Act.


                                  SIGNATURES

Pursuant  to  the  requirements  of  the  Securities  Exchange Act of 1934, the
registrant  has  duly  caused this report to be signed on  its  behalf  by  the
undersigned thereunto duly authorized.



                                             FEDERATED PURCHASER, INC.
					     --------------------------------
                                             (Registrant)




					     /S/ HARRY J. FALLON
					     ---------------------------------
                                             Harry J. Fallon, President and
                                             Principal Accounting Officer




-----------------------------
Date










                                      (8)


<PAGE>
                             FORM 10-Q

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

(Mark one)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the quarterly period ended    APRIL 30, 1997

                                OR

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

For the transition period from                   to
Commission file number     1-4310


                   FEDERATED PURCHASER, INC.
      (Exact name of registrant as specified in its charter)

      NEW YORK                             22-1589344
(State or other jurisdiction of          (I.R.S. Employer
incorporation or organization)           Identification No.)

       268 CLIFFWOOD AVENUE, CLIFFWOOD, NEW JERSEY 07721
              (Address of principle executive offices)
                              (Zip Code)

               (908) 290-2900
        (Registrant's telephone number, including area code)


        (Former name, former address and former fiscal year,
                   if changed since last report)

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


         APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

           PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check  mark  whether the registrant has filed all documents and
reports required to be filed  by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent  to  the distribution of securities under a
plan confirmed by a court.
Yes      No

               APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding  of  each of the issuer's classes
of common stock, as of the latest practicable date.   As  of  June 2, 1997,
there are 1,719,758 shares of common stock outstanding.