UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, DC 20549


                                FORM 10-Q/A  

Quarterly Report under Section 13 or 15(d) of the Securities 
Exchange Act of 1934

For the Quarter Ended        September 30  1996
                                 Commission File Number  0-3125    


                           GENERAL DEVICES, INC.
(Exact name of Registrant as specified in charter)

       New Jersey                               21-0661726
(State or other jurisdiction         (I.R.S. Employer Identification
of incorporation or organization)     number)
             
215 W. Church Road, Room 202, King of Prussia, PA 19406
(Address of principal executive offices)
                                                         

Registrant's telephone number, including area code:

                                610-992-1455

                               Not Applicable

Former name, address and former fiscal year, if changed since last year.

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 and (2) has been subject to 
such filing requirements for the past 90 days.

                              Yes   X       No 

The number of shares outstanding of each of the issuer's classes of 
common stock, as of September 30, 1996:

                                   Common Stock
                                   $.01 Par Value
                                   Shares Outstanding: 4,076,623





                                      


                                    II-2







                            GENERAL DEVICES, INC.
 
                                       
                                    INDEX


                                                             Page
                                                            Number



Part I  - Financial Information

   Item 1. Financial Statements
             Condensed Consolidated Balance Sheet
             September 30, 1996 (unaudited) and 
             December 31, 1995 (unaudited)                    II-4

             Consolidated Statement of Operations for
             Three months and nine months ended         
             September 30, 1996 and 1995 (unaudited)          II-5

             Condensed Consolidated Statement of
             Changes in Financial Position Nine
             months ended September 30, 1996 and 
             1995 (unaudited)                                 II-6
 
             Notes to Condensed Consolidated
             Financial Statements (unaudited)                 II-7

   Item 2. Management's Discussion and Analysis of
           Financial Condition and Results of
           Operations                                         II-8

Part II - Other Information

   Item 1.  Legal Proceedings                                 II-9
   Item 2.  Changes in Securities                             II-9

   Item 5.  Other Information                                 II-10
   Item 6.  Exhibits and Reports on Form 8-K                  II-10











                                     II-3


                            GENERAL DEVICES, INC.
                         CONSOLIDATED BALANCE SHEET
                                 (Unaudited)

                                              September 30     December 31  
                                                   1996           1995   


ASSETS

Current assets:                           
  Cash                                              299                 20
  Accounts Receivable                                 -                  -
    Total current assets                            299                 20

    Total assets                                    299                 20

  LIABILITIES & SHAREHOLDER EQUITY

Current liabilities:
  Current portion of long-term debt                   -            928,000
  Accounts payable                                    -             88,341
  Other accrued liabilities                         168            689,040  
 
            
    Total current liabilities                       168          1,705,381  
 

Long term debt:
  Debenture Holders Payable                   1,707,997            370,465
  Creditors Payable                             471,213

    Total liabilities                         2,179,378          2,075,846

Shareholders equity:
  Common stock $.01 par value: authorized                                
   10,000,000 shares. issued 4,096,923           40,969             40.969
  Capital in excess of par value              1,998,255          1,998,255
  Retained earnings                          (4,156,818)        (4,053,571) 
      

                                             (2,117,594)        (2,014,347)

Less:
  Treasury stock at cost, 20,300 shares      (   61,479)        (   61,479) 
      

    Total shareholders equity (deficit)      (2,179,073)        (2,075,826)

    Total liabilities and stockholder
     equity (deficit)                               299                 20


Note: The balance sheet of December 31, 1995 has been taken from the
unaudited financial statements at that date and condensed.
                                    
                                  II-4


                                      




                            GENERAL DEVICES, INC.
                    CONSOLIDATED STATEMENT OF OPERATIONS
                                 (Unaudited)


                               Three Months Ended     Nine Months Ended     
                                  September 30          September 30        
                                1996          1995     1996        1995 
     
Net Sales                   $    -       $     -   $    -     $    -
Operating expenses                                                 
  Cost of sales                  -             -        -          -
  Selling, general and               
   administrative            (8,784)      ( 4,170)  (12,642)    (14,874)

Operating Gain (Loss)        (8,784)      ( 4,170)  (12,642)    (14,874)

Other income and (expense)
  Interest expense          (90,957)      (38,402)  (90,957)   (106,080)

  Miscellaneous income           -         34,889       352     155,455

Gain (loss) from                      
 continuing operations      (99,741)        7,683   (103,247)     34,501

 
Net gain (loss) per share    (0.025)        (0.01)  (0.025)       0.01 

Dividends                      None         None      None        None

Average weighted number of       
 shares outstanding         4,076,623   4,076,623  4,076,623   4,076,623


The accompaning notes are an integral part of the financial statements.
















                                    II-5

         







                            GENERAL DEVICES, INC.
               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
                                 Unaudited)

                                                   Nine Months Ended 
                                                      September 30          
                                                   1996          1995  

Cash flow from operating activities:                                  
  Net income (loss)                            $(103,247)     $(34,501)

    Depreciation and amortization                    -              -

  Changes in assets and liabilities:
    (Increase) decrease in accounts                  -              -  
     receivable
    
    (Increase) decrease in other assets              -           6,274     

    Increase (decrease) in accounts 
     payable and accrued expenses               (88,341)       (42,214)

    Increase (decrease) in other 
     liabilities                                191,867             -
                                                     

    Total adjustments                           103,526        (34,493)

    Net cash provided (used) by operations          279              8 

Net increase (decrease) in cash                                       
    and cash equivalents                            279              8 

    Cash and cash equivalents - beginning            20             21    

    Cash and cash equivalents - end                 299             29


Supplemental disclosures of cash flow
 information:
    Cash paid during the period for:
      Interest                                       -0-            -0-
      Income Taxes                                   -0-            -0-








                                    II-6







                            GENERAL DEVICES, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (Unaudited)

1. Condensed Consolidated Financial Statements

   The condensed consolidated balance sheet as of September 30, 1996, the  
   condensed consolidated statement of operations for the three and nine  
   months ended September 30, 1995 and 1996 and the condensed consolidated 
   statement of cash flow for the nine months ended, have been prepared by
   the Company without audit.  In the opinion of management, all 
   adjustments (which include normal recurring adjustments) necessary to   
   present fairly the financial position at September 30, 1996 and for all 
   periods presented have been made.

   Certain information and footnote disclosure normally included in 
   financial statements in accordance with generally accepted accounting
   principles have been condensed or omitted.  It is suggested that these
   condensed consolidated financial statements be read in conjunction with
   the financial statements and notes thereto included in the Company's
   December 31, 1995 Form 10K.  The results of operations for the period
   ended September 30, 1996 are not necessarily indicative of the operating 
   results for the full year.


2. Shareholders Equity

   During the nine months ended September 30, 1996, shareholders equity
   decreased due to the following items: net loss of $99,741 on operations.






















                                    II-7









                   Management's Discussion and Analysis of
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of operations

Sales

As in last year's third quarter there were no operational sales or revenue
in the third quarter.  There is nothing at all to compare to the same
period last year or the year before.

Operating Cost and Expenses

There are very few administrative expenses.  There is no administrative 
payroll.  There are no paid employees of the Company.  Administrative
activities that need to be accomplished in order to keep the Company alive
are done by the Treasurer and President, without pay, to enable an orderly
closing down.  The SEC Reports and any tax reports have all been done on a
timely basis.

Interest Expenses

We had no operational developed receivables in 1996 so far, as we had none
in 1995.  There was no interest paid during this period, but we did adjust
the accrued interest on the defaulted convertbile debentures by the
additional amount of $90,957 for the period from December 1, 1995 up to
the petition filing date of August 23, 1996.

Income Taxes

There were no provisions made for taxes on income in the first 9 months of
1996. 

At December 31, 1995, the Company had net operating carryforwards for
federal income tax purposes of approximately $2,600,000 and general
business credit carryforwards of approximately $100,000.  These losses and
credits are available to reduce future income taxes, and will expire in 
various years through 2006.

Liquidity and Capital Reserves

At September 30, 1996 the Company had negative working capital of
($1,808,608) versus a negative working capital of ($1,705,381) at December
31, 1995, an additional decrease of $99,741 in working capital. Net income
(loss) for the first 9 months of 1996 amounted to ($99,741).  The further
decrease in working capital resulted primarily from loss from operations.
Working capital is negative at both December 31, 1995 and September 30,
1996. Since the date of the petition filing, August 23, 1996 all current
liabilities at that date are now considered non-current liabilities       
and listed accordingly on the balance sheet.                           
                                                                            
                                   II-8                                     
                                                                 
                                          

                                      

                                        
At September 30, 1996, the Company had no outstanding borrowing with banks.
Prompted by the fact that profits in our Search and Placement business all
but dried up at the end of 1991 and we could no longer depend on that 
subsidiary for cash flow help, the Company was forced to arrange other
financing.  As reported earlier the impractability of arranging high cost
"factoring" financing for our small amount of accounts receivable
encouraged management to accept the offer of a principal of the Company,
the President, to make loans to the Company on an accounts receivable
factoring basis through a company owned by him, but at least one half the
cost as any of the concerns the Company had investigated would charge. 
This financing arrangement was used through 1992 and still was in place up
untill the filing of the petition on August 23, 1996.

As mentioned in previous reports, further infusion of long term capital
would be necessary if the Company was to continue in business 1n 1996 and
beyond.  It was doubtful that the Company could continue as a going concern
without some outside help or reorganization.  The Company filed a petition
for Chapter 11 Reorganization on August 23, 1996.

Our long term objective was to stay in business, even though we had no
revenues, no assets or employees .  We have had very little operating
overhead.  We have made all our reports both SEC and IRS and are still in
business, but are an inactive concern that has filed for Chapter 11
Reorganization.  The Company is in the process of preparing a Plan of
Reorganization.


Part II - Other Information

Item 1. - Legal Proceedings

          None

Item 2.   Change in Securities

          None

Item 5. - Other Information

          None

Item 6. - Exhibits and Reports on Form 8K

          (a) An Exhibit 27, Financial Date Schedule, is attached as an
              exhibit

          (b) A Form 8K was filed on September 6, 1996 noting our filing
              for Chapter 11 Reorganization on August 23, 1996.





                               II-9



                                      

                                      







                                 SIGNATURES





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


                                   GENERAL DEVICES, INC.





Dated: December 6,1996            By:(S)                          
                                    

                       
                                      Theodore A. Raymond
                                      President