PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements
















                     FEDERATED PURCHASER, INC.


                CONSOLIDATED FINANCIAL STATEMENTS


                      JULY 31, 1997 AND 1996




<PAGE>
                     FEDERATED PURCHASER, INC.
                    CONSOLIDATED BALANCE SHEETS

                             ASSETS


<TABLE>
<CAPTION>
                                                        July 31,    October 31,
                                                          1997           1996
                                                      (Unaudited)
<S>                                                <C>              <
CURRENT ASSETS:
  Cash                                             $   102,341       $  95,918
  Accounts receivable, less allowance for
   doubtful accounts of $30,839 at July 31,
   1997 and $26,339 at October 31, 1996,
   respectively                                        403,464         493,285
  Inventories                                          279,350         314,447
  Prepaid expenses and sundry receivables               22,613          22,925
  Note receivable - Freedom Electronics                 25,000          20,000
  Corporation Restrictive covenant receivable           22,500          24,375

  TOTAL CURRENT ASSETS                                 855,268         970,950

PROPERTY AND EQUIPMENT, at cost, less accumulated
  depreciation of $124,696 and $115,259,
  respectively                                          22,592		32,028

OTHER ASSETS:
  Note receivable - Freedom Electronics
    Corportion - net of current portion                135,000         155,000
  Security deposits                                     10,845          10,845
  Restrictive covenant receivable - net of
   current portion				         7,500          24,375
  Other                                                 95,826          94,126

  TOTAL OTHER ASSETS                                   249,171         284,346

TOTAL ASSETS                                        $1,127,031      $1,287,324

                     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Current portion of long-term debt                $    11,510      $   10,624
  Accounts payable                                     435,181         375,851
  Accrued expenses                                      64,448          93,861

  TOTAL CURRENT LIABILITIES                            511,139         480,336

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

DEFERRED INCOME                                         30,000          48,750

TOTAL LIABILITIES                                      541,139         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                               (1,217,348)   (1,053,333)
    Total                                              646,970       810,985
  Less:  Treasury stock at cost                         61,078        61,078

  TOTAL STOCKHOLDERS' EQUITY                           585,892       749,907

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY          $1,127,031    $1,287,324

</TABLE>

                                      (1)


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

                                  (Unaudited)








<TABLE>
<CAPTION>
                                       Three Months Ended       Nine Months Ended
                                            JULY 31,                JULY 31,
                                       1997       1996         1997        1996
<S>				  <C>		<C>	     <C>          <C>
SALES                             $   836,668   $1,009,865   $2,515,054   $3,008,004


COSTS AND EXPENSES (INCOME):
  Cost of sales                       636,828      789,204    1,919,823    2,333,366
  Selling, shipping and general
    and administrative                275,579      304,259      774,253      961,007
  Interest expense                        706          707        2,013        2,121
  Depreciation and amortization         3,290        3,172        9,436        9,516
  Restrictive covenant                 (1,838)      (3,750)      (8,721)     (15,000)
  Interest income                      (5,625)      (4,440)     (18,750)     (13,830)

  TOTAL COSTS AND EXPENSES (INCOME)   908,940    1,089,152    2,678,054    3,277,180

LOSS BEFORE PROVISION FOR
  INCOME TAXES                        (72,272)     (79,287)    (163,000)    (269,176)

PROVISION FOR INCOME TAXES                 40          500        1,015        1,000

NET LOSS                          $   (72,312)  $  (79,787)  $ (164,015)  $ (270,176)

WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING         1,611,317    1,611,317    1,611,317    1,611,317

LOSS PER COMMON SHARE             $      (.04)  $     (.05)  $     (.10)  $     (.17)

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

</TABLE>














                                      (2)


<PAGE>
                          FEDERATED PURCHASER, INC.
                       CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                          NINE MONTHS ENDED JULY 31, 1997 AND 1996

                                         (Unaudited)







<TABLE>
<CAPTION>

										         Common Stock
										   	   Held in
                                                       Additional        		   Treasury
                                       COMMON STOCK    Paid-in 	      Accumulated           AT COST
                                  SHARES    AMOUNT     CAPITAL        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                          -         -            -        	 (270,176)         -         -


BALANCES - July 31, 1996      1,719,758   $171,976   $1,692,342	      $  (908,683)     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                         -          -            -             (164,015)        -          -


BALANCES - July 31, 1997      1,719,758   $171,976   $1,692,342       $(1,217,348)     108,441    $61,078

</TABLE>



















                                             (3)


<PAGE>
                     FEDERATED PURCHASER, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                   NINE MONTHS ENDED JULY 31, 1997 AND 1996

                                  (Unaudited)



<TABLE>
<CAPTION>

                                	                        1997           1996
<S>                                                <C>             <C> 
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                    	        	           $  (164,015)    $ (270,176)
  Adjustments to reconcile net loss to net cash
    from operating activities:
      Depreciation and amortization          	                 9,436          9,516
      Allowance for doubtful accounts                            4,500          9,000
      (Increase) decrease in operating assets:
        Accounts receivable                                     85,321         37,654
        Inventories                                             35,097         (6,432)
        Prepaid expenses and sundry receivables                    312         13,037
      Increase (decrease) in operating liabilities:
        Accounts payable                                        59,330         36,168
        Accrued expenses                                       (29,413)         7,339

    NET CASH PROVIDED BY (USED BY) OPERATING ACTIVITIES            568	     (163,894)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Redemption of marketable securities                 		  -            99,744
  Purchase of property and equipment                              -              (471)
  Proceeds on note receivable                         		15,000         30,000
  Increase in association membership costs                      (1,700)       (15,300)

  NET CASH PROVIDED BY INVESTING ACTIVITIES                     13,300        113,973

CASH FLOWS USED BY FINANCING ACTIVITIES:
  Payments on notes payable and long-term debt                  (7,445)        (7,968)

NET INCREASE (DECREASE) IN CASH                                  6,423        (57,889)

CASH - beginning                                                95,918        186,515

CASH - ending                                              $   102,341    $   128,626


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest                                               $     2,013    $     2,121

    Income taxes                                           $      -       $      -


</TABLE>





                                      (4)


<PAGE>
                     FEDERATED PURCHASER, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            JULY 31, 1997 AND 1996

                                  (Unaudited)








NOTE 1

        The  accompanying  unaudited  consolidated financial statements contain
        all adjustments (consisting of  normal recurring accruals) necessary to
        present fairly the financial position  as  of  July  31,  1997  and the
        results of operations for the nine months ended July 31, 1997 and 1996.

NOTE 2

        The  results of operations for the nine months ended July 31, 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  $164,015 for the nine months ended July 31,
1997 on net sales of $2,515,054 compared  to  a  loss  of $270,176 for the nine
months ended July 31, 1996 on net sales of $3,008,004.   The  loss  of $164,015
for  the nine months ended July 31, 1997 represents an improvement of  $106,161
when compared  to the loss of $270,176 for the nine months ended July 31, 1996.
Despite the relative  improvement  in  the  magnitude of the loss when compared
with the nine months ended July 31, 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 losses, as of
July 31, 1997, working capital had decreased to $344,129 and the Company had an
accumulated deficit of $1,217,348.  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 July 31,
1997, the Company's cash reserves were $102,341.  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 $2,515,054 for the nine months ended July  31,  1997 as compared
to $3,008,004 for the nine months ended July 31, 1996, a decrease  of  $492,950
or  16.4%  under  the prior year.  Net sales were $836,668 for the three months
ended July 31, 1997  as  compared to $1,009,865 for the three months ended July
31, 1996 a decrease of $173,197  or  17.2% under the prior year.  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 $1,919,823 or 76.3% of sales for  the nine months ended July
31, 1997 compared to $2,333,366 or 77.6% of sales for  the  nine  months  ended
July  31,  1996.   Cost  of sales were $636,828 or 76.1% of sales for the three
months ended July 31, 1997 compared to $789,204 or 78.1% of sales for the three
months ended July 31, 1996.   The  decrease  in cost of sales for both the nine
months and three months ended July 31, 1997 is  the  result  of  the  Company's
decrease  in  sales  volume.   The  gross profit percentage for the nine months
ended July 31, 1997 was 23.7% compared  to 22.4% for the nine months ended July
31, 1996.  The gross profit percentage for the three months ended July 31, 1997
was 23.9% compared to 21.9% for the three  months  ended  July 31, 1996.  There
can be no assurances that the minor improvement in the Company's  gross  margin
can be sustained, or that lower 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
$774,253 for the nine  months ended July 31, 1997, compared to $961,007 for the
nine months ended July 31, 1996, a decrease of $186,754 or 19.4% as compared to
the prior comparable period.   For  the  three  months  ended  July  31,  1997,
selling,  shipping  and  general  and  administrative expenses were $275,579 as
compared to $304,259 for the three months  ended  July  31, 1996, a decrease of
$28,680 or 9.4% as compared to 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 decrease 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 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 $164,015 for the nine
ended July 31, 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 when  it received a one-time
cash  payment of $755,845 from its November 15, 1994 divestiture  of  a  former
subsidiary,  Freedom  Electronics,  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 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  increased  by  $6,423 for the nine months ended July
31, 1997 compared to a decrease of $57,889  for  the nine months ended July 31,
1996.  For the nine months ended July 31, 1997, the  Company  provided  cash of
$568  from operating activities primarily as a result of a decrease in accounts
receivable  of  $85,321,  a  decrease  of $35,097 in inventories an increase of
$59,330 in accounts payable offset by the  net  loss of $164,015 and a decrease
of  $29,413  in accrued expenses.  The Company generated  cash  from  investing
activities of $13,300 from the collection of $15,000 in notes receivable offset
by $1,700 in association  membership  costs.  During the nine months ended July
31, 1997, the Company used cash of $7,445 for notes payable.  The collection of
$15,000 in notes receivable is due to the  Company's  renegotiation  of certain
payment  terms  relating to debt owed by Freedom in relation to the divestiture
described above.

The Company currently  has  no  access to any outside source of capital, except
for approximately $11,500 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 terminated  Federated
Purchaser's  franchise  agreement   as  an  Industrial  Electronic  Distributor
effective July 1, 1997.  The Company  expects  to continue to be able to obtain
electronic parts from that supplier through a cooperative purchasing group.

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  July 31, 1997 reflects working  capital  of
$344,129 as compared to $639,351 at July  31, 1996, which represents a decrease
of $295,222.

The Company's stockholders' equity is $585,392  at July 31, 1997, equivalent to
a book value per share of $.36.


                                      (7)


<PAGE>
PART II - OTHER INFORMATION

                     FEDERATED PURCHASER, INC.
                         OTHER INFORMATION
                       JULY 31, 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 nine  months  ended July 31, 1997 other
than which has been reported.

There were no securities of the Company sold by the Company  during  the  three
months ended July 31, 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




SEPTEMBER 12, 1997
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    JULY 31, 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 August 26, 1997,
there are 1,719,758 shares of common stock outstanding.