<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, 1996

                                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 17, 1995,
there are 1,719,758 shares of common stock outstanding.


<PAGE>

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements















                     FEDERATED PURCHASER, INC.


                 CONSOLIDATED FINANCIAL STATEMENTS


                      JULY 31, 1996 AND 1995


<PAGE>
                     FEDERATED PURCHASER, INC.
                    CONSOLIDATED BALANCE SHEETS



                              ASSETS

                                      	           July 31,    October 31,
                                     	             1996         1995
                                       	         (Unaudited)
CURRENT ASSETS:
  Cash                                 	          $  128,626     $  186,515
  Investments - marketable securities                   -            99,744
  Accounts receivable, less allowance
    for doubtful accounts of $31,835 at
    July 31, 1996 and $22,835 at
    October 31, 1995                                  439,735       486,389
  Inventories                                         398,714       392,282
  Prepaid expenses and sundry receivables              23,831        36,868
  Note receivable                                      20,000          -
  Restrictive covenant receivable                      24,375        22,500

  TOTAL CURRENT ASSETS                 		     1,035,281    1,224,298

PROPERTY AND EQUIPMENT, at cost, less accumulated
  depreciation of $113,200 and $103,684 	        34,087       43,132

OTHER ASSETS:
  Note receivable - over one year                      160,000      210,000
  Security deposits                                     10,845       10,845
  Restrictive covenant receivable - over one year       30,000       46,875
  Other                                                 85,754       70,454

  TOTAL OTHER ASSETS                                   286,599      338,174

TOTAL ASSETS                                        $1,355,967   $1,605,604

               LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Current portion of long-term debt                $   10,624    $   10,624
  Accounts payable                                    319,493       283,325
  Accrued expenses                                     65,813        58,474

  TOTAL CURRENT LIABILITIES                           395,930       352,423

LONG-TERM DEBT, net of current portion                 11,105        19,073

DEFERRED INCOME                                        54,375        69,375

TOTAL LIABILITIES                                     461,410       440,871

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                                (908,683)     (638,507)
    Total                                             955,635     1,225,811
  Less:  Treasury stock at cost                        61,078        61,078

  TOTAL STOCKHOLDERS' EQUITY                          894,557     1,164,733

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $1,355,967    $1,605,604



                                (1)
<PAGE>
                         FEDERATED PURCHASER, INC.
                   CONSOLIDATED STATEMENTS OF OPERATIONS


                                (Unaudited)



<TABLE>
<CAPTION>

                                     Three Months Ended           Nine Months Ended
                                            JULY 31,                   JULY 31,
                                         1996       1995           1996       1995
<S>				     <C>          <C>           <C>          <C>
SALES                                $1,009,865   $1,173,644    $3,008,004   $3,070,712

COSTS AND EXPENSES (INCOME):
  Cost of sales                         789,204      864,610    2,333,366    2,331,603
  Selling, shipping and general
    and administrative                  304,259      321,451      961,007    1,005,797
  Interest expense                          707          707        2,121        2,790
  Depreciation and amortization           3,172        2,872        9,516        7,978
  Restrictive covenant                   (3,750)      (5,625)     (15,000)     (15,000)
  Interest income                        (4,440)      (6,688)     (13,830)     (26,336)
  Other income                             -          (1,157)        -          (9,872)
  Loss on sale of subsidiary               -            -            -         182,791

  TOTAL COSTS AND EXPENSES (INCOME)   1,089,152    1,176,170    3,277,180    3,479,751

LOSS BEFORE PROVISION FOR
  INCOME TAXES                          (79,287)      (2,526)    (269,176)    (409,039)

PROVISION FOR INCOME TAXES                  500         -           1,000          950

NET LOSS                             $  (79,787)   $  (2,526)  $ (270,176)  $ (409,989)

WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING           1,611,317    1,611,317    1,611,317    1,615,875

LOSS PER COMMON SHARE                      (.05)         .00         (.17)        (.25)

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, 1996 AND 1995

                                 (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, 1994	1,719,758   $171,976  $1,692,342  $ (92,445) 	19,552	 $16,633


  Net loss                           -          -           -      (409,989)      -         -


  Purchase of treasury stock         -          -           -         -         88,889    44,445


BALANCES - July 31, 1995        1,719,758   $171,976  $1,692,342  $(502,434)   108,441   $61,078




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

</TABLE>



















                                     (3)
<PAGE>
                     				FEDERATED PURCHASER, INC.
               				 CONSOLIDATED STATEMENTS OF CASH FLOWS
             				NINE MONTHS ENDED JULY 31, 1996 AND 1995

                            				(Unaudited)


                                                        1996       1995
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                          $ (270,176)  $ (409,989)
  Adjustments to reconcile net loss
    to net cash from operating activities:
      Depreciation and amortization                      9,516        7,978
      Allowance for doubtful accounts                    9,000        9,000
      Accrued interest income                             -          (3,013)
      Loss on divestiture of Freedom
        Electronics Corp.                                 -         182,791
      Freedom Electronics Corp., net assets and
        liabilities disposed of                           -        (127,802)
      Deferred income taxes                               -           7,866
      (Increase) decrease in operating assets:
        Accounts receivable                             37,654     (235,397)
        Inventories                                     (6,432)      (3,987)
        Prepaid expenses and sundry receivables		13,037       47,697
      Increase (decrease) in operating liabilities:
        Accounts payable                        	36,168       34,548
        Accrued expenses                                 7,339      (46,278)

  NET CASH USED BY OPERATING ACTIVITIES               (163,894)    (536,586)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds on divestiture of Freedom
    Electronics Corp.                                     -         755,845
  Purchase of marketable securities                       -        (286,224)
  Redemption of marketable securities                   99,744       91,401
  Purchase of property and equipment                      (471)        -
  Proceeds on note receivable                           30,000         -
  Increase in association membership costs
    and other assets                                   (15,300)     (15,300)

  NET CASH PROVIDED BY INVESTING ACTIVITIES            113,973      545,722

CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments on notes payable and long-term debt          (7,968)     (71,967)
  Proceeds from bank and equipment loans                  -            -

  NET CASH USED BY FINANCING ACTIVITIES                 (7,968)     (71,967)

NET DECREASE IN CASH                                   (57,889)     (62,831)

CASH - beginning                                       186,515      225,015

CASH - ending                                       $  128,626   $  162,184


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest                                        $    2,121   $    2,790

    Income taxes                                    $     -      $      789



                                (4)
<PAGE>
                     FEDERATED PURCHASER, INC.
        CONSOLIDATED STATEMENTS OF CASH FLOWS - (CONTINUED)
             NINE MONTHS ENDED JULY 31, 1996 AND 1995

                            (Unaudited)








                                              1996       1995

NON-CASH INVESTING AND FINANCING ACTIVITY:
  Divestiture of Freedom Electronics Corp.,
    summarized as follows:
      Selling price                         $     -    $1,100,290

      Less:  Note receivable                      -      (210,000)
             Restrictive covenant                 -       (90,000)
             Treasury stock                       -       (44,445)

      Cash received                         $     -    $  755,845




































                                (5)
<PAGE>
                     FEDERATED PURCHASER, INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      JULY 31, 1996 AND 1995

                            (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,  1996  and  the  results  of
operations for the nine months ended July 31, 1996 and 1995.

NOTE 2

The  results of operations for the nine months ended July 31, 1996 and 1995
are not  necessarily  indicative of the results to be expected for the full
year.





































                                (6)
<PAGE>
Item 2.

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

                            (UNAUDITED)




OPERATING RESULTS

The Company recognized  a  loss  of $270,176 for the nine months ended July
31, 1996 on net sales of $3,008,004  compared  to a loss of $409,989 on net
sales of $3,070,712 for the nine months ended July  31,  1995.  The loss of
$409,989  for  the  nine  months  ended July 31, 1995 included  a  loss  of
$182,791  on  the  divestiture  of  the   Company's   subsidiary,   Freedom
Electronics  Corp.  ("Freedom").   The  net loss for the three months ended
July 31, 1996 was $79,787, or $77,261 greater  than  the net loss of $2,526
for  the  comparable  period  in  1995,  and  is primarily a  result  of  a
deterioration in the Company's sales levels during the past three months.

Net  sales  were  $3,008,004 for the nine months ended  July  31,  1996  as
compared to $3,070,712  for  the  comparable  period in 1995, a decrease of
$62,708, or 2.1% less than the prior year.  Net  sales  were $1,009,865 for
the  three  months  ended July 31, 1996 as compared to $1,173,644  for  the
comparable  period in  1995,  a  decrease  of  $163,779,  or  14%  for  the
comparable period in 1995.  This decrease in sales levels for both the nine
months and three  months  ended  July  31,  1996  represents  a reversal of
moderate sales increases experienced by the Company during the previous six
months  of  the  1996  fiscal  year  and  is  due  to  intense  competition
particularly in the Northeast United States, and trends adversely affecting
the  electronics  industry.   These  competitive circumstances continue  to
negatively impact the Company's sales  volume  and  gross  margins, both of
which must improve in the short term for the Company to improve its results
of operations.  The likelihood of achieving the necessary increases in both
sales  volume  and  gross  profit  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   forced
management  to  seek  sales increases through price reductions, and certain
other  industry  trends  which   continue   to   adversely  impact  smaller
electronics  distributors.   While  management  continues  its  efforts  to
improve  the Company's sales while preserving its  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.

Cost of sales were $2,333,366  or  77.6% of sales for the nine months ended
July 31, 1996, compared to $2,331,603 or 75.9% of sales for the nine months
ended July 31, 1995.  Cost of sales were $789,204 or 78.1% of sales for the
three months ended July 31, 1996, compared  to  $864,610  or 73.7% of sales
for the three months ended July 31, 1995.  The gross profit  percentage for
the nine months ended July 31, 1996 was 22.4% as compared to 24.1%  for the
comparable  period  in  1995.   The  gross  profit percentage for the three
months  ended  July  31,  1996  was  21.9% as compared  to  26.3%  for  the
comparable period in 1995.  This increase  in cost of sales as a percentage
of sales and the corresponding reduction in  gross  profit  percentage  for
both  the nine months and three months ended July 31, 1996 is the result of
increased  competition  within  the  industry  and  management's  strategic
decision  to  attempt  to  improve the Company's sales volume and operating
results by reducing prices to its customers.




                                (7)
<PAGE>
                     FEDERATED PURCHASER, INC.
              MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                            (UNAUDITED)


OPERATING RESULTS (CONTINUED)

Selling, shipping and general  and  administrative  ("SSG&A") expenses were
$961,007 for the nine months ended July 31, 1996 as compared  to $1,005,797
for  the nine months ended July 31, 1995, a decrease of $44,790,  or  4.5%.
For the three months ended July 31, 1996, selling, shipping and general and
administrative expenses were $304,259 as compared to $321,451 for the prior
comparable period in 1995, a decrease of $17,192, or 5.3%.  The decrease is
the result  of  a  reduction in costs attributable to office salaries, data
processing salaries,  warehouse  salaries  and  insurance  costs, partially
offset  by  an  increase  in  sales  salaries  and  non-recurring severance
payments due certain employees as a result of management's  recent 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.


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 $546,062
for the year ended October 31, 1995 and the operating loss of  $270,176 for
the  nine  months  ended  Jule 31, 1996.  Moreover, the Company's liquidity
position may be 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, 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 Freedom, a
substantial portion of those proceeds have been  used to sustain operations
during  fiscal  1995 and for the nine months ending  July  31,  1996.   The
Company's ability to satisfy its fixed costs of operations will depend upon
management's success in increasing sales, improving gross margins, reducing
operating costs and  securing  additional  lines  of  credit  from  outside
lenders.   There can be no assurances that the Company's liquidity position
will not continue to be impaired both in the short-term and in the future.

Cash and cash  equivalents  decreased  by $57,889 for the nine months ended
July 31, 1996 compared to a decrease of  $62,831  for the nine months ended
July 31, 1995.  For the nine months ended July 31,  1996,  the Company used
net cash of $163,894 from operating activities primarily as a result of the
operating loss of $270,176, a decrease of $37,654 in accounts receivable, a
$43,507  increase  in accounts payable and accrued expenses.   The  Company
generated cash from  investing  activities  of  $113,973  for  this  period
primarily from the sale of $99,744 in marketable securities, the collection
of  $30,000 in notes receivable, partially offset by a $15,300 increase  in
association   membership  costs.    The  collection  of  $30,000  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.






                                (8)
<PAGE>
                     FEDERATED PURCHASER, INC.
              MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                            (UNAUDITED)






LIQUIDITY AND CAPITAL RESOURCES (Continued)

The cash decrease of $62,831 for the nine months ended July  31,  1995  was
primarily  attributable  to  the  $409,989  loss  for  the operating period
including the $182,791 loss resulting from the Divestiture,  as  well as an
increase  of $235,397 in accounts receivable, and a decrease of $47,697  in
prepaid  expenses.   The  cash  used  by  these  operating  activities  was
partially  offset  by  the  Company's  generation  of $545,722 in cash from
investing activities, primarily from the receipt of  $755,845  in  proceeds
from the Divestiture.  A portion of the Divestiture proceeds were also used
to purchase a net amount of $194,823 in marketable securities and to  pay a
$15,300 increase in association membership costs.

During  the  nine  months  ended July 31, 1995, the Company paid off a note
payable in the amount of $63,999  and  long-term  debt  in  the  amount  of
$7,968.   The  note was pursuant to a credit line agreement with New Jersey
National Bank which  had  previously  been withdrawn by the bank.  The note
was secured by accounts receivable and  inventory  of the Company.  As part
of  the  consideration  received  in  connection  with the  divestiture  of
Freedom, Federated was relieved of its obligations  under a note payable to
United  Jersey  Bank  in  the  amount of $250,000.  Federated  had  been  a
guarantor of this obligation of Freedom.

The Company currently has no access  to  any  outside  sources  of capital,
except  for  approximately  $22,000 outstanding under an existing equipment
financing arrangement.  While  management  has  sought and will continue to
seek new sources of financing from other financial  institutions,  no  such
arrangement  has  yet  been established.  As a result, management must meet
substantially all of its  short-term  capital  requirements  from cash from
operations   (if  any)  and  existing  cash  reserves  which  continue   to
deteriorate as a result of the Company's recurring operating losses.  There
can be no assurances  that  the  Company's  current  cash  reserves will be
sufficient  to  satisfy  the Company's financing requirements or  that  the
Company's inability to obtain  capital from outside sources will not impair
its ability to continue future operations.

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, 1996 reflects working capital  of
$639,351 as compared  to  $1,005,882  at  July 31, 1995, which represents a
decrease of $366,531.

The Company's stockholders' equity is $894,557  at July 31, 1996 equivalent
to a book value per share of $.56.





                                (9)
<PAGE>
PART II - OTHER INFORMATION

                     FEDERATED PURCHASER, INC.
                         OTHER INFORMATION
                      JULY 31, 1996 AND 1995

                            (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, 1996 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
three months ended  July  31,  1996,  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)






                                      Harry J. Fallon, President and
                                      Principal Accounting Officer





Date
				(10)