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        June 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 June 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
             June 30, 1996 (unaudited) and 
             December 31, 1995 (unaudited)                    II-4

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

             Condensed Consolidated Statement of
             Changes in Financial Position Six
             months ended June 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)

                                                 June 30       December 31  
                                                   1996           1995   


ASSETS

Current assets:                           
  Cash                                               79                 20
  Accounts Receivable                                 -                  -
    Total current assets                             79                 20

    Total assets                                     79                 20

  LIABILITIES & SHAREHOLDER EQUITY

Current liabilities:
  Current portion of long-term debt             928,000            928,000
  Accounts payable                               91,906             88,341
  Other accrued liabilities                     689,040            689,040
            
    Total current liabilities                 1,708,946          1,705,381

Long term debt:
  Other liabilities                             370,465            370,465

    Total liabilities                         2,079,411          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                          (4,057,077)        (4,053,571) 
      

                                             (2,017,853)        (2,014,347)

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

    Total shareholders equity (deficit)      (2,079,332)        (2,075,826)

    Total liabilities and stockholder
     equity (deficit)                                79                 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     Six Months Ended      
                                     June 30              June 30           
                               1996          1995     1996        1995 
     
Net Sales                   $    -       $     -   $    -     $    -
Operating expenses                                                 
  Cost of sales                  -             -        -          -
  Selling, general and               
   administrative            (2,459)      ( 7,713)  (3,858)     (10,703)

Operating Gain (Loss)        (2,459)      ( 7,713)  (3,858)     (10,703)

Other income and (expense)
  Interest expense               -        (33,870)      -       (67,678)

  Miscellaneous income          352        12,591      352      120,566

Gain (loss) from                      
 continuing operations       (2,107)      (28,992)  (3,506)      42,185

 
Net gain (loss) per share    (0.0005)       (0.01) (0.0008)       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)

                                                    Six Months Ended 
                                                         June 30,           
                                                   1996          1995  

Cash flow from operating activities:                                  
  Net income (loss)                            $ (3,506)      $ 78,884

    Depreciation and amortization                    -              -

  Changes in assets and liabilities:
    (Increase) decrease in accounts                  -         ( 1.447)
     receivable
    
    (Increase) decrease in other assets              -           4,183     

    Increase (decrease) in accounts 
     payable and accrued expenses                 3,565        (81,639)

    Increase (decrease) in other 
     liabilities                                     -              -
                                                     

    Total adjustments                             3,565        (78,903)

    Net cash provided (used) by operations           59        (    19)

Net increase (decrease) in cash                                       
    and cash equivalents                             59        (    19)

    Cash and cash equivalents - beginning            20             21    

    Cash and cash equivalents - end                  79              2


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 June 30, 1996, the       
   condensed consolidated statement of operations for the three and six
   months ended June 30, 1995 and 1996 and the condensed consolidated   
   statement of cash flow for the six 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 June 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 June 30, 1996 are not necessarily indicative of the operating      
   results for the full year.


2. Sharholders Equity

   During the six months ended June 30, 1996, shareholders equity
   decreased due to the following items: net loss of $3,506 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 second quarter there were no operational sales or revenue
in the second 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 or accrued for this period.

Income Taxes

There were no provisions made for taxes on income in the first 6 months of
1996. 

At December 31, 1995, the Company had net operating carryforwards for
federal income tax purposes of approximately $2,200,000 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 June 30, 1996 the Company had negative working capital of ($1,708,867)
versus a negative working capital of ($1,705,381) at December 31, 1995, an
additional decrease of $3,486 in working capital.  Net income (loss) for
the first 6 months of 1996 amounted to ($3,506).  The further decrease in 
working capital resulted primarily from loss from operations.  Working 
capital is negative at both December 31, 1995 and June 30, 1996 mainly
because the Company is in default on the interest payments due on the
outstanding debentures, and the $928,000 principal now due is in default
therefore is classified as a current debt.







                                    II-8





At June 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 is in place to
be used if needed.

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 is doubtful that the Company can continue as a going concern
without some outside help or reorganization.

Our long term objective is to stay in business, even though we have no
revenues, no assets or employees at present.  We have very little operating
overhead.  We are making all our reports both SEC and IRS and are still in
business, but are an inactive concern.


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

          Exhibit 27 (EX-27) Financial Data Schedule












                                      

                                    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: August 9, 1996              By:(S)                          
                                                           
                                      Theodore A. Raymond
                                      President