PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements















                     FEDERATED PURCHASER, INC.


                  CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


                           JANUARY 31, 1997 AND 1996




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


<TABLE>
<CAPTION>
                                    ASSETS

                                        	          January 31,    October 31,
                                 	                   1997           1996
   						          (Unaudited)
<S>							 <C>            <C>
CURRENT ASSETS:
  Cash                                  	    	 $    97,507    $    95,918
  Accounts receivable, less allowance for doubtful
    accounts of $27,839 at January 31, 1997 and
    $26,339 at October 31, 1996, respectively                411,652        493,285
  Inventories                                                255,275        314,447
  Prepaid expenses and sundry receivables                     14,328         22,925
  Note receivable - Freedom Electronics Corporation           20,000         20,000
  Restrictive covenant receivable                             24,375         24,375
  TOTAL CURRENT ASSETS                                       823,137        970,950

PROPERTY AND EQUIPMENT, at cost, less accumulated
  depreciation of $118,115 and $115,259                       29,172         32,098

OTHER ASSETS:
  Note receivable - over one year                            150,000        155,000
  Security deposits                                           10,845         10,845
  Restrictive covenant - over one year                        20,625         24,375
  Other                                                       94,126         94,126

  TOTAL OTHER ASSETS                                         275,596        284,346

TOTAL ASSETS                                              $1,127,905     $1,287,324


                     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Current portion of long-term debt                      $    10,624    $    10,624
  Accounts payable                                           271,490        375,851
  Accrued expenses                                            83,340         93,861

  TOTAL CURRENT LIABILITIES                                  365,454        480,336

LONG-TERM DEBT, net of current portion                         5,676          8,331

DEFERRED INCOME                                               45,000         48,750

TOTAL LIABILITIES                                            416,130        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                                     (1,091,465)    (1,053,333)
    Total                                                    772,853        810,985
  Less:  Treasury stock at cost                               61,078         61,078

  TOTAL STOCKHOLDERS' EQUITY                                 711,775        749,907

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                $1,127,905     $1,287,324

</TABLE>

<PAGE>
                     FEDERATED PURCHASER, INC.
                CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                 THREE MONTHS ENDED JANUARY 31, 1997 AND 1996

                                  (Unaudited)




<TABLE>
<CAPTION>
                                                	  1997           1996
<S>					   	       <C>            <C>
SALES                                       	       $  801,697     $  939,239

COSTS AND EXPENSES (INCOME):
  Cost of sales                                           610,160        726,635
  Selling, shipping and general and administrative        231,964        317,966
  Interest expense                                            599            707
  Depreciation and amortization                             2,856          3,172
  Restrictive covenant                                     (3,750)        (5,625)
  Interest income                                          (2,975)        (6,473)

  TOTAL COSTS AND EXPENSES (INCOME)                       838,854      1,036,382

LOSS BEFORE PROVISION FOR INCOME TAXES                    (37,157)       (97,143)

PROVISION FOR INCOME TAXES                                    975            500

NET LOSS                                              $   (38,132)   $   (97,643)

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

LOSS PER COMMON SHARE                                 $      (.02)   $      (.06)

CASH DIVIDEND PER COMMON SHARE                        $       .00    $       .00

</TABLE>




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

                                        (Unaudited)








<TABLE>
<CAPTION>

									     	      Common Stock
                                             	       Additional     Retained           Held in
                                   COMMON STOCK         Paid-in       Earnings      TREASURY  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              	       -            -           -         (97,643)          -          -


BALANCES - January 31, 1996	1,719,758    $171,976   $1,692,342$      (736,150)    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             		        -           -            -        (38,132)          -          -


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


</TABLE>

<PAGE>
                     FEDERATED PURCHASER, INC.
                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                 THREE MONTHS ENDED JANUARY 31, 1997 AND 1996

                                  (Unaudited)



[CAPTION]
<TABLE>
                                                      1997          1996
<S>						    <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                          $  (38,132)   $  (97,643)
  Adjustments to reconcile net loss
    to net cash from operating activities:
      Depreciation and amortization                      2,856         3,172
      Allowance for doubtful accounts                    1,500         3,000
      (Increase) decrease in operating assets:
        Accounts receivable                             80,133         6,303
        Inventories                                     59,172       (30,019)
        Prepaid expenses and sundry receivables          8,597        (8,929)
      Increase (decrease) in operating liabilities:
        Accounts payable                              (104,361)       60,416
        Accrued expenses                               (10,521)       17,779

  NET CASH USED BY OPERATING ACTIVITIES                   (756)      (45,921)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Sale of marketable securities                          -            99,744
  Purchase of equipment                                  -              (472)
  Increase in association membership costs               -            (5,100)

  NET CASH PROVIDED BY INVESTING ACTIVITIES              -            94,172

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

  NET CASH PROVIDED BY (USED BY)
    FINANCING ACTIVITIES                                 2,345        (2,655)

NET INCREASE IN CASH                                     1,589        45,596

CASH - beginning                                        95,918       186,515

CASH - end                                          $   97,507    $  232,111


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest                                        $      599    $      707

    Income taxes                                    $     -       $      -

</TABLE>

<PAGE>
                     FEDERATED PURCHASER, INC.
             NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                           JANUARY 31, 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 January 31, 1997 and the results  of  operations  for  the three
         months ended January 31, 1997 and 1996.

NOTE 2

         The results of operations for the three months ended January 31,  1997
         and  1996 are not necessarily indicative of the results to be expected
         for the full year.


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


RESULTS OF OPERATIONS

The Company recognized a loss of $38,132 on net sales of $801,697 for the three
months  ended  January  31, 1997, compared to a loss of $97,143 on net sales of
$939,239 for the three months  ended January 31, 1996.  This loss represents an
improvement of $59,511 versus the  prior  comparable  period  and  is primarily
attributable  to  lower costs of sales associated with lower sales volume,  the
effects of which were  partially  offset  by  a  minor improvement in operating
margins  and a reduction in salary and other expenses.   Despite  the  relative
improvement  in the magnitude of the loss when contrasted with the three months
ended January  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 January
31, 1997, working capital had decreased  to  $458,683  and  the  Company had an
accumulated deficit of $1,091,465.  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 January 31,
1997, the Company's cash reserves were  $97,507.    There  can be no assurances
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 for the three months ended January 31, 1997 decreased by $137,542, or
14.6%, 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
efforts 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 for the three months ended January 31, 1997 decreased $116,475,
or 16.4%, to  $610,160  from  $726,635  for  the three months ended January 31,
1996.  This decrease is primarily attributable  to the 14.6% reduction in sales
volume for the three month period ended January 31,  1997.   The  gross  profit
percentage  for  the three months ended January 31, 1997 improved to 23.8%,  as
compared to 22.7%  for  the  three  months  ended  January  31, 1996.  However,
because  of the 14.6% reduction in sales volume, actual gross  profit  for  the
three month  period  ended  January 31, 1997 fell to $191,537 from $212,604 for
the three month period ended January 31, 1996.  There can be no assurances that
the minor improvement in the  Company's gross margins 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
$231,964 for the three months ended January  31,  1997, as compared to $317,966
for  the  three  months  ended  January 31, 1996, representing  a  decrease  of
$86,002, or 27.0%, 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 reduction  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  $414,826 for
the  year  ended  October  31, 1996, and the operating loss of $38,132 for  the
three  months  ended  January 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
through the one-time receipt of $755,845  in  cash  from the Divestiture, 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 operating costs, securing additional  lines  of  credit  from  outside
lenders  or  entering  into  other  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  increased  by  $1,589  for  the  three months ended
January 31, 1997 compared to an increase of $45,596 for the three  months ended
January  31,  1996.   For the three months ended January 31, 1997, the  Company
used net cash of $756 from  operating  activities, primarily as a result of the
operating loss of $38,132  and decreases  of  $104,361  and $10,521 in accounts
payable and accrued expenses, respectively, which were partially  offset  by  a
decrease   of  $80,133  in  accounts  receivable,  a  decrease  of  $59,172  in
inventories, and the collection of $5,000 in notes receivable.  The increase of
$45,596 for  the  three  months ended January 31, 1996 can be attributed to the
sale  of $99,744 in marketable  securities,  a  $60,416  increase  in  accounts
payable and an increase of $17,779 in accrued expenses, partially offset by the
operating  loss  of  $97,643  for  the  period  and  an  increase of $30,019 in
inventory levels.

The Company currently has no access to any outside sources  of  capital, except
for  approximately  $16,000  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.   Given  the  magnitude of the  Company's  recent
operating losses, there can be no assurances  that  the  Company's current cash
reserves, which were $97,507 at January 31, 1997, will be sufficient to satisfy
the  Company's  operating and/or financial 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.

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  January  31,  1997  reflects working capital of
$457,683  as  compared  to  $769,177 at January 31, 1996,  which  represents  a
decrease of $311,494.

The Company's stockholders' equity  is  $711,775  at January 31, 1997, which is
equivalent to a book value per share of $.44.


<PAGE>
PART II - OTHER INFORMATION

                     FEDERATED PURCHASER, INC.
                               OTHER INFORMATION
                           JANUARY 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 three months  ended  January  31,  1997
other than which has been reported.

There  were  no  securities of the Company sold by the Company during the three
months ended January  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




Date


<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     JANUARY    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  March 5, 1997, there
are 1,719,758 shares of common stock outstanding.