UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, DC 20549


                                 FORM 10-Q  

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

For the Quarter Ended        September 30, 1997
                                 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, 1997:     

                                   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, 1997 (unaudited) and 
             December 31, 1996 (unaudited)                    II-4

             Consolidated Statement of Operations for
             Three months and Nine months ended         
             September 30, 1997 and 1996 (unaudited)          II-5          
              

             Condensed Consolidated Statement of
             Changes in Financial Position Nine 
             months ended September 30, 1997 and     
             1996 (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-9 
   Item 6.  Exhibits and Reports on Form 8-K                  II-9 











                                     II-3

                            GENERAL DEVICES, INC.
                         CONSOLIDATED BALANCE SHEET
                                 (Unaudited)

                                                September 30    December 31 
                                                    1997           1996   


ASSETS

Current assets:                           
  Cash                                                8                 15
  Accounts Receivable                                 -                  -
    Total current assets                              8                 15

    Total assets                                      8                 15

  LIABILITIES & SHAREHOLDER EQUITY

Pre-petition Liabilities                      2,179,210          2,179,210
Current liabilities:
  Current portion of long-term debt                   -                  -
  Accounts payable                                    -                  -
  Other accrued liabilities                       5,171                670  
 
            
    Total current liabilities                     5,171                670

Long term debt:
    Other Liabilities                                 -                  -

    Total liabilities                         2,184,381          2,179,880

Shareholders equity:
  Common stock $.01 par value: authorized                                
   10,000,000 shares. issued 4,076,623           40,766             40,766
  Capital in excess of par value              1,998,255          1,998,255
  Retained earnings                          (4,161,915)        (4,157,610) 
      

                                             (2,122,894)        (2,118,386)

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

    Total shareholders equity (deficit)      (2,184,373)        (2,179,865)

    Total liabilities and stockholder
     equity (deficit)                                 8                 15


Note: The balance sheet of December 31, 1996 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        
                              1997         1996        1997        1996 
     
Net Sales                  $   -       $    -      $    -     $    -
Operating expenses                                                 
  Cost of sales                -            -           -          -
  Selling, general and               
   administrative           (1,362)     (8,784)      (4,040)    (12,642)

Operating Gain (Loss)       (1,362)     (8,784)      (4,040)    (12,642)

Other income and (expense)
  Interest expense             -       (90,957)         -       (90,957)

  Miscellaneous income                      -           -           352

Gain (loss) from                      
 continuing operations      (1,362)    (99,741)      (4.040)   (103,247)

 
Net gain (loss) per share  (0.0003)    (0.025)       (0.001)     (0.025)

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           
                                                   1997          1996  

Cash flow from operating activities:                                  
  Net income (loss)                            $( 1,362)      $(103,247)

    Depreciation and amortization                    -              -

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

    Increase (decrease) in accounts 
     payable and accrued expenses                 1,336         (88,341)

    Increase (decrease) in other 
     liabilities                                     -          191,867
                                                     

    Total adjustments                             1,336         103,526

    Net cash provided (used) by operations          (26)            279

Net increase (decrease) in cash                                       
    and cash equivalents                            (26)            279

    Cash and cash equivalents - beginning            32              20   

    Cash and cash equivalents - end                   8             299


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, 1997, 
   the condensed consolidated statement of operations for the three         
   and nine months ended September 30, 1997 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, 1997
   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, 1996 Form 10K.  The results of operations for the period
   ended September 30, 1997 are not necessarily indicative of the operating 
   results for the full year.


2. Shareholders Equity

   During the nine months ended September 30, 1997 shareholders equity
   decreased due to the following items: net loss of $4,040 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 need to be accomplished in order to perform the duties of a
Debtor in Possession and are handled by the Treasurer and the President
without pay to enable an orderly administration.  The S.E.C. reports and
any tax filings have all been done on a timely basis.  The monthly   
operating reports required by the Court have all been done in a timely
manner as well as the payment of the Quarterly Fee to the U. S. Trustee  
each quarter.                                                        

Interest Expenses

We had no operational developed receivables in 1997 so far, as we had none
in 1996.  There was no interest paid or accrued during this period.       

Income Taxes

There were no provisions made for taxes on income in the first 9 months of
1997. 

At December 31, 1996, 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, 1997 the Company had negative working capital of
($2,184,372) versus a negative working capital of ($2,180,335) at December
31, 1996, an additional decrease of $4,037 in working capital.  Net income
(loss) for the first 9 months of 1997 amounted to ($4,040).  The further  
decrease in working capital resulted primarily from loss from operations.
Working capital is negative at both December 31, 1996 and September 30, 
1997.  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, 1997, 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
until 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 awaiting approval and
confirmation of our 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: October 24, 1997           By:(S)                          
                                    

                       
                                      Theodore A. Raymond
                                      President            
                                      



           












                                    II-10