FORM 10-Q/A

                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    JANUARY 31, 1998

                                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 March 9, 1998,
there were 1,719,758 shares of common stock outstanding.


<PAGE>


This Amendment 1 on Form 10-Q/A to the Registrant's Quarterly Report for the 
year ended January 31, 1998 on Form 10-Q is submitted to reflect the 
amendment of Item 1 to add explanatory notes to the Consolidation Condensed
Statements of Operations, appearing on page 4.  No other Items of said
Registrant's Quarterly Report on Form 10-Q are amended.



<PAGE>

                           FEDERATED PURCHASER, INC.
                     CONSOLIDATED CONDENSED BALANCE SHEETS

                                    ASSETS
<TABLE>
<CAPTION>

												 	JANUARY 31,    OCTOBER 31,
                                                    	1998           1997
                                                	(Unaudited)
<S>													<C>				<C>		
CURRENT ASSETS:
  Cash                                            	$   135,589		$   69,358
  Accounts receivable, less allowance for doubtful
  accounts of $18,303 at January 31, 1998 and
    $16,803 at October 31, 1997, respectively           302,184        384,059
  Inventories                                           246,148        228,583
  Prepaid expenses and sundry receivables                 5,989         49,754
  Note receivable - Freedom Electronics Corporation     115,000         27,500
  Restrictive covenant receivable                        18,750         24,375

  TOTAL CURRENT ASSETS                                  823,660        783,629

PROPERTY AND EQUIPMENT, at cost, less accumulated
  depreciation of $118,115 and $115,259                  18,127         20,600

OTHER ASSETS:
  Note receivable - over one year                      		  -         92,500
  Security deposits                                    	 10,845         10,845
  Other                                                  93,601         93,601

  TOTAL OTHER ASSETS                                    104,446        196,946

TOTAL ASSETS                                      	$   946,233		$1,001,175

</TABLE>


                     LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

CURRENT LIABILITIES:
<S>												<C>				<C>
  Current portion of long-term debt				$       5,910	$      8,331
  Accounts payable                                    511,648        468,479
  Accrued expenses                                     57,140         31,984

  TOTAL CURRENT LIABILITIES                           574,698        508,794

LONG-TERM DEBT, net of current portion                      -              -

DEFERRED INCOME                                        18,750         24,375

TOTAL LIABILITIES                                     593,448        533,169

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                              (1,450,455)    (1,335,234)
    Total                                             413,863        529,084
  Less:  Treasury stock at cost                        61,078         61,078

  TOTAL STOCKHOLDERS' EQUITY                          352,785        468,006

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY        $   946,233     $1,001,175


									3


<PAGE>
                     FEDERATED PURCHASER, INC.
                CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                 THREE MONTHS ENDED JANUARY 31, 1998 AND 1997

                                  (UNAUDITED)





</TABLE>
<TABLE>
<CAPTION>


                                                    	1998           1997
<S>												 	<C>			 	<C>
SALES                                            	$   666,033 	$   801,697

OPERATING EXPENSES:
  Cost of sales                                         498,773         610,160
  Selling, shipping and general and administrative    	286,321			231,964
  Interest expense                                        	854			    599
  Depreciation and amortization                           2,473           2,856

  TOTAL OPERATING EXPENSES                            	788,421         845,579

LOSS FROM OPERATIONS                                   (122,388)	    (43,882)

OTHER INCOME:
  Restrictive covenant                                    2,042           3,750
  Interest income                                         5,625           2,975

  TOTAL OTHER INCOME                                      7,667           6,725

LOSS BEFORE PROVISION FOR INCOME TAXES                 (114,721)        (37,157)

PROVISION FOR INCOME TAXES                                  500             975

NET LOSS                                         	$  (115,221)	$   (38,132)

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

LOSS PER COMMON SHARE                            	$      (.07)	$      (.02)

CASH DIVIDEND PER COMMON SHARE                   	$       .00		$       .00

</TABLE>

NOTE A - The computations of losses per share are based upon the Company's net
loss of $115,221 and $38,132 for the three months ended January 31, 1998 and 
1997, respectively, divided by the weighted average number of shares 
outstanding of 1,611,317 in 1998 and 1997.

There were no common stock equivalents or other reconciling items effecting
either the numerator or denominator in calculated earnings (loss) per share.



                                       4



<PAGE>

                         FEDERATED PURCHASER, INC.
                 CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY
                       THREE MONTHS ENDED JANUARY 31, 1998 AND 1997

                                        (UNAUDITED)









<TABLE>
<CAPTION>
																				   COMMON STOCK
													 ADDITIONAL                       HELD IN
                                   COMMON STOCK      Paid-in	  Accumulated    TREASURY  AT COST
<S>								<C>		   <C>       <C>          <C>            <C>       <C>
 								SHARES     AMOUNT    CAPITAL      DEFICIT        SHARES    AMOUNT

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


  Net loss                              -         -           -       (38,132)         -         -


BALANCES - January 31, 1997     1,719,758  $171,976  $1,692,342   $(1,091,465)   108,441   $61,078




BALANCES - November 1, 1997		1,719,758  $171,976  $1,692,342   $(1,335,234)   108,441   $61,078


  Net loss                              -         -           -      (115,221)         -         -


BALANCES - January 31, 1998     1,719,758  $171,976  $1,692,342   $(1,450,455)   108,441   $61,078

</TABLE>

		                                      5


<PAGE>


	                     FEDERATED PURCHASER, INC.
                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                 THREE MONTHS ENDED JANUARY 31, 1998 AND 1997

                                  (UNAUDITED)


<TABLE>
<CAPTION>

<S>													<C>			<C>
													  1998		    1997

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                          $(115,221)   $  (38,132)
  Adjustments to reconcile net loss
    to net cash from operating activities:
      Depreciation and amortization                      2,473         2,856
      Allowance for doubtful accounts                    1,500         1,500
      (Increase) decrease in operating assets:
        Accounts receivable                             80,375        80,133
        Inventories                                   (17,565)        59,172
        Prepaid expenses and sundry receivables         43,765         8,597
      Increase (decrease) in operating liabilities:
        Accounts payable                                43,169     (104,361)
        Accrued expenses                                25,156      (10,521)

  NET CASH PROVIDED BY (USED BY) OPERATING ACTIVITIES   63,652         (756)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Collection on note receivable                          5,000         5,000
  Payments on notes payable and long-term debt          (2,421)       (2,655)

  NET CASH PROVIDED BY FINANCING ACTIVITIES              2,579         2,345

NET INCREASE IN CASH                                    66,231         1,589

CASH - beginning                                        69,358        95,918

CASH - end                                           $ 135,589    $   97,507


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest                                         $     854    $     599


</TABLE>

                                       6


<PAGE>
                     FEDERATED PURCHASER, INC.
             NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                           JANUARY 31, 1998 AND 1997

                                  (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 JANUARY 31, 1998 AND THE RESULTS OF OPERATIONS  FOR  THE  THREE
         MONTHS ENDED JANUARY 31, 1998 AND 1997.

NOTE 2

         THE RESULTS  OF OPERATIONS FOR THE THREE MONTHS ENDED JANUARY 31, 1998
         AND 1997 ARE NOT  NECESSARILY INDICATIVE OF THE RESULTS TO BE EXPECTED
         FOR THE FULL YEAR.


























                                       7



<PAGE>

                                  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




APRIL 16, 1998
Date

































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