UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                                FORM 10-K
(Mark One)
	   X	      	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
             THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

               For the fiscal year ended June 30, 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 2-30257

                          DBA SYSTEMS, INC.
        (Exact name of registrant as specified in its charter)
	   Florida                                                  	59-0996417
	(State or other jurisdiction of	                          (I.R.S. Employer
	 incorporation or organization)                          	Identification No.)

             1200 South Woody Burke Road, Melbourne, Florida  32901
              (Address of principal executive offices)  (Zip Code)

                            (407) 727-0660
             (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act:

Title of each class:  None	  	Name of each exchange on which registered:  None

           Securities registered pursuant to Section 12(g) of the Act:

DBA Systems, Inc., Common Stock, $.10 par value

	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 _____

	Indicate by check mark if disclosure of delinquent filers pursuant to Item 
405 of Regulation S-K is not contained herein, and will not be contained, to 
the best of registrant's knowledge, in definitive proxy or information 
statements incorporated by reference in Part III of the Form 10-K or any 
amendment to this Form 10-K [  ]

	As of September 1, 1997, 4,422,062 shares of the Registrant's Common Stock, 
excluding stock held in Treasury, were issued and outstanding, and the 
aggregate market value of such shares held by nonaffiliates of the Registrant 
on such date was approximately $22,942,868 (based on the last price on that 
date of $5.4375 per share).

                     DOCUMENTS INCORPORATED BY REFERENCE
	List hereunder the following documents if incorporated by reference and the 
Part of the Form 10-K into which the document is incorporated:  Proxy 
Statement, filed within 120 days - Part III, Form S-2 Registration Statement, 
filed September 25, 1985 (including Amendment Nos. 1 and 2).

Total number of sequentially numbered pages:  40
The Exhibit index appears on sequential page 38
<PAGE>1
                                PART 1
ITEM 1
The forward-looking statements included in Management's Discussion and 
Analysis of Financial Condition and Results of Operations, which reflect 
management's best judgment based on factors currently known, involve risks 
and uncertainties.  Actual results could differ materially from those 
anticipated in these forward-looking statements as a result of a number of 
factors.  Forward-looking information provided by DBA Systems pursuant to the
safe harbor established by recent securities legislation should be evaluated 
in the context of these factors.

General Description of Business

The Company was founded in 1963 to provide near earth tracking analysis of 
spacecraft for NASA.  Over the ensuing years, DBA has been predominantly 
involved in providing hardware and software systems for applications in the 
defense industry.  In April 1984, the Company temporarily broadened its base 
of business into the commercial graphic arts, remote sensing and medical 
imaging markets.  With the sale of these commercial businesses during fiscal 
year 1988, DBA re-focused on its traditional capabilities and markets.  DBA 
is now principally engaged in the defense mapping, charting & geodesy and 
electronics business and has re-entered the medical imaging and commercial 
imaging markets.  DBA provides specialized products and services in two major 
areas of concentration: imaging systems and electro-optical systems.

The imaging systems' area includes the acquisition of image data, the 
processing, manipulation and exploitation of that data, its dissemination in 
either electronic or hard copy form, and the development of derivative products
from imagery.  There are three company divisions involved in imaging systems:  
Proprietary Imagery Exploitation (PIE), Tactical Imagery Exploitation (TIE),
and Commercial Imagery Exploitation (CIE).  Applications of DBA's imaging 
technologies include development and support of precise mapping and targeting 
systems, development and support of imagery intelligence systems, development 
of geographic information systems and their data bases, and development of 
products to convert images from the hard copy to digital form and output 
digital images in hard copy form.

The electro-optical systems area is identified as the Systems Engineering and
Development (SED) Division.  It encompasses DBA's design, development and 
manufacture of electronic products and systems.  It is not imagery-based, but 
uses some of the same core technologies as the imaging systems area.  This 
equipment is primarily used in the test and evaluation of weapons systems and 
is employed in both test and training environments.  Specific products include 
automatic video trackers for use in precision test range applications and 
tactical fire control systems and infrared sources used in the calibration of 
infrared images and heat seeking missiles.  Systems include range systems for 
crew and system training against high fidelity replications of air defense 
threats in simulations as well as test range command and control systems for 
evaluation of crew and system effectiveness.

Products designed and developed for production are 
manufactured at the Melbourne manufacturing facility and include, but are not 
limited to video trackers, IR test sets, high resolution image scanners, 
telemetry systems and missile simulators.

The following table reflects the revenues recorded by the above areas of 
concentration during the prior three fiscal years:
<TABLE>
<CAPTION>                           
                        PERCENT OF TOTAL REVENUES

                                   Fiscal Year Ended June 30,
  	                                   1997   	1996    	1995
<S>                                    <C>     <C>      <C>
TIE,PIE and CIE	                       73%    	62%     	68%
Systems Engineering & Development	     27%   	 38%	     32%
	Total	                               100%	   100%    	100%
</TABLE>
<PAGE>2

Imaging Systems

The Company continues to face the challenge of increased competition for 
declining defense dollars in its traditional business areas.  Consequently, 
the Company remains vigilant for opportunities to expand our product and 
service lines and markets.  Our continuing goal of participating in larger 
programs has caused us to intensify our efforts to develop strategic alliances
with major firms that can utilize DBA's leading-edge imaging technology to 
complement their resources and strengthen their overall competitive position.  
Additionally, the Company has continued its research and development efforts 
directed toward new digital-imaging technologies, including the development of 
low-cost, high resolution digitizers; data compression techniques, and other 
technologies targeted to government and commercial markets.

Proprietary Imagery Exploitation

This business area originated in the late 1960's and early 1970's from research 
and development efforts of the Company which were associated with the 
exploitation of large area photographic imagery.  These activities led to 
several multi-million dollar contract awards.  DBA's expertise resides in the 
development of the mathematical techniques, systems design and software used 
to analyze imagery in support of creating large area, geometrically-precise 
data bases.  These programs typically involve one-of-a-kind systems comprised 
of DBA-developed scientific applications software and mainframe or super-mini 
computer hardware configurations.  Development extends over several years with 
DBA proceeding through various formal customer design reviews and factory and 
final acceptance reviews.  Subsequent to delivery, DBA often provides 
operations and maintenance support throughout the system life cycle.  In April 
1997, customer authority was transitioned to a new entity, as the federal 
government reorganized responsibilities in this area.  At that time $1.9 
million of orders was booked, with an additional booking of $5-6 million 
expected in late calendar year 1997.  This longtime program accounted for 25% 
of Company revenues this year.  This past year a study concerning softcopy 
applications was completed.  The results of this study are expected to lead 
to a major hardware and software upgrade over and above current scope on the 
contract.

Tactical Imagery Exploitation

DBA continued its longtime support of the Army's Tactical Exploitation of 
National CAPabilities (TENCAP) system during 1997.  The three existing MIES 
(Modernized Imagery Exploitation Systems) are being migrated toward Common 
Imagery Ground/Surface Systems (CIGSS) compliance as established by the 
Defense Airborne Reconnaissance Office and the Central Imagery Office.  This 
work is being performed on the contract worth $8.8 million received in June 
1996.

The MIES to CIGSS migration involves the coordinated integration of 
several evolving Government Furnished Equipment (GFE) architectures as well 
as the development of new hardware and software by DBA.  The major components 
being integrated are:  Imagery Exploitation Support System (IESS), Image 
Product Library (IPL), and Digital Imagery Exploitation and Production System 
(DIEPS).  DBA is an active participant with the Government agencies and 
defense contractors responsible for these products.  The DBA development 
effort includes the design and fabrication of a new hardware module and its 
associated software, to receive National Imagery as well as the design and 
implementation of the required Graphical User Interfaces (GUIs). 

An option for $1.5 million awarded in June 1997 will reconfigure MIES to be 
housed in 31 foot mobile enclosures.  The resultant systems will have greatly
enhanced transportability features.  Specifically they will be capable of 
being driven on or off of a C-130 transport aircraft.  This feature will 
allow rapid deployment into areas not able to support the larger air cargo 
vehicles.

The longtime TIE customer accounted for 43% of the Company revenues 
in fiscal 1997.  Renewal of the Operations & Maintenance part of the contract 
is expected in March 1998 for between $3-4 million. 
<PAGE>3

Commercial Imagery Exploitation

July 1997 marked the successful installation of DBA's first ImagClear(tm) 
Model F5000 High Volume Fingerprint Card Scanner in Michigan State Police 
Central Records Department in Lansing, Michigan.  The scanner, workstation 
and QuickScan software were delivered under a contract with NEC Technologies, 
Inc.  The ImagClear(tm) Model F5000 Scanner is DBA's newest addition to their 
line of high-speed, high-resolution scanning systems.  Identified last year as 
an emerging market, DBA developed the F5000 under Internal Research and 
Development and Capital Programs.  It was submitted to the Federal Bureau of 
Investigation (FBI) for certification against their Integrated Automated 
Fingerprint Identification System (IAFIS) Image Quality Specification (IQS) and
was subsequently certified in September 1996 and January 1997, meeting the 
Appendix F requirement.  Appendix F is the highest level of image quality 
certification attainable with the FBI.  DBA's ImagClear(tm)  Model F5000 
Scanner is currently the only scanner available that has attained the Appendix 
F certification that scans cards in a batch fashion.

PROMAM, the computer-aided radiologist prompting system which uses DBA's 
ImagClear(tm) medical film scanner to help radiologists detect breast cancer 
in mammograms, has continued to make technical progress toward completing 
development.  A demonstration of feasibility in a preclinical trial of 2,000 
cases at the West Scotland Breast Screening Center in Glasgow is scheduled for 
completion in September 1997.  Findings appear to confirm that PROMAM is able
to increase the sensitivity of a radiologist to detect cancer in the mammograms
of asymptomatic women to about the level normally associated with two 
radiologists "double reading" the mammograms, without the negative impacts of 
increasing patient recalls or biopsies due to false positive readings.  
Unfortunately, DBA's partner in this venture, the UK's Particle Physics 
Astronomy Research Council, has failed to date in its responsibility to 
secure public funding to continue on with full clinical trials involving 
30,000-100,000 cases.  Attempts to secure private funding over the past six 
months have yielded the serious interest of several investors, however, 
negotiations as yet have been unable to produce an agreeable company structure 
and work-share arrangement which would enable the next phase of the program 
to continue.  Meanwhile, DBA is proceeding to implement plans in December to 
roll-out an interim product, the Mammogram Review Station.

DBA is one of four contractors to the Jet Propulsion Laboratory (NASA/JPL) 
participating in an eight month study  to assess technical, cost and schedule 
requirements for a future L-Band Synthetic Aperture Radar (SAR) satellite and 
associated ground processing facilities.  The study goal is to validate and/or 
modify the LightSAR design to retain mission science objectives as well as to 
ensure a high commercial content through future sales of value-added SAR 
products.  A commercial enterprise, RadarSat of America, has been formed to 
develop the market and to offset the mission development and operational 
costs.

DBA's manufacturing group won two commercial "build-to-print" contracts with 
General Electric Medical Systems (GEMS).  The Optima Transmission Scanner is 
a medical device used in the nuclear medicine field.  This scanner is part of 
a Diagnostic Imaging System developed by GEMS.  The other program, Starcam, is 
a group of component kits that are ordered, packaged and shipped by DBA.

System Engineering and Development

System Engineering and Development (SED) Division has a thirty year record of 
technological leadership in the development of electro-optical systems 
designed to provide real-time tracking and evaluation of complex military 
systems.  Revenues accounted for 27% of the Company's 1997 performance.  
The business area has evolved and expanded to encompass advanced test, threat 
simulation and training instrumentation for air, space, naval and ground test 
range environments.  These systems provide evaluation of both crew and weapons 
systems effectiveness.

Continued interest in DBA's Portable Air Defense Threat Simulators from all 
branches of the military remained high during this fiscal year.  DBA Systems 
completed and delivered five XM18A Threat Simulators and modified the five 
High Mobility Multi-purpose Wheeled Vehicles (HMMWV) which will be used as 
deployment vehicles for the XM18A Systems.  The XM18A systems were delivered 
to the U.S. Army Operational Test and Evaluation Command (OPTEC) Threat Support
Activity (OTSA)
<PAGE 4>
located at Ft. Bliss, Texas.  The XM18A Systems will be used during 
Developmental and Operational Test and Evaluation to simulate advanced foreign 
manportable surface-to-air infrared missiles.  

During the current year DBA was awarded a five year contract to manufacture 
threat simulators, training systems and associated spares and support 
equipment.  This contract, with a ceiling of $10 million, will be used by 
various procuring activities to obtain a variety of equipment for specialized 
testing and training purposes.

DBA was also awarded a contract to design and build two threat simulation 
systems for the Southern California Offshore Range (SCORE).  These unique 
systems will provide the capability to operate two different advanced missile 
threats from a common scoring package.

DBA's ongoing Infrared Target Simulators (IRTS) programs have been very 
successful during this past year.  The Target Simulators are used to test the 
infrared guidance units of various missiles, such as the Mavericks, GBU-15's,
Slam, Harpoon, and the AGM-130's.  DBA has completed three separate contracts 
this past year worth $2.3 million.  These contracts were to assemble, test and 
deliver thirteen Maverick Infrared Target Simulators.  This brings the total 
quantity of Maverick IRTSs to 260 delivered by DBA to customers around the 
world.  Thirteen of these units under the USAF contract were marked for Foreign 
Military Sales.  Orders in FY 98 are expected to be in the $1-2 million range.

DBA has recently been awarded a two-year contract by U.S. Army Communications/
Electronics Command (CECOM) for depot level repair and overhaul of CN1314 
Vertical Displacement Gyroscopes.  DBA has been a primary supplier of gyroscopes
for U.S. Army helicopters for over 17 years.  The award of this contract, 
valued at just under $1 million (including the option), will position the 
Company to pursue other depot level gyro repair contracts that are available, 
in part, due to the reduction in defense budgets to procure new helicopters. 
DBA believes that the helicopter service life extension programs will provide a 
continuing and growing need for DBA, with its proven record of competence and 
integrity in this field, to repair and overhaul other gyroscope models for the 
U.S. Army Depot system.  Also, as a consequence of this contract, DBA will have 
opportunities for sales of a small number of new gyros to the U.S. Army as 
well as domestic and foreign commercial air frame manufacturers. 

DBA was awarded a contract for eight video trackers in support of the Navy's 
Optical Director program.  The award represents DBA's third contract with the 
Kollmorgen Corporation for this program.  The tracker is the latest addition to 
DBA's broad family of video tracker products and is being customized to ensure 
the design  supports multi-target tracking allowing target prioritization 
during engagements.  The tracker architecture also provides the ability to 
interface the system with a wide variety of video sensors, including the 
newer digital output format sensors.  The award is significant in that there is 
a strong potential to equip not only Destroyer class vessels, but Cruiser class 
and other naval surface ships.  There is also a significant market with foreign 
navies requiring this type system for coastal defense.

DBA is entering into the final design stage of a new product, the Asset 
Monitor.  The DBA Asset Monitor will provide the exact location of an item and 
have the capability to transmit a variety of sensor data to our customers.  
The initial target market for the Asset Monitor will be the trucking industry 
to provide location and security for the trailers.  The DBA Asset Monitor has 
the ability to provide data for up to 12 weeks with a built-in power source. 
This device enables the customer to obtain the location of his trailer, the 
temperature inside the trailer, the size of the load and when the doors were 
opened and shut.  If the customer desires to be notified when interrupts (door 
openings or out of temperature ranges) occur, the DBA Asset Monitor and sensor 
suite has the capability to notify them immediately.  As the product matures, 
its applications will expand into other areas including rail car location and 
remote asset status reporting.  DBA is in discussions with a telecommunications
firm in forming a partnership for providing customers with a product and 
recurring service.

The Advanced Multi-Mode Video Tracker (AMMVT) represents the latest product in 
DBA's continued evolution of video tracker products, dating back to the early 
70's.  The system is designed to provide the user with an inherently flexible 
architecture, allowing adaptation to a broad range of target and tracking 
requirements.  The system design permits easy integration into laboratory, 
surveillance, robotics, inspection, test range and tactical environments. 
<PAGE>5

DBA successfully continued its goal of transferring military technology into 
the commercial/medical marketplace with the completion of a National 
Institutes of Health (NIH) Phase I SBIR for an Eccentric Videorefractometer.  
The device provides the ability to rapidly screen large populations of 
noncooperative subjects such as infants, young children, and the multi-
handicapped for eye misfocus and related disorders.  The device integrates 
core technologies from DBA's imaging, photogrammetric and video tracker product
areas.  The Phase I research proved the feasibility of the proposed device and 
developed a preliminary design.  With submittal of the Phase I Final Report, a 
Phase II grant request was also submitted.  This request, if approved, will 
allow development of a prototype device to verify and refine the Phase I design
concept.

DBA was awarded a new Phase I SBIR by NIH for the development of an Infant 
Binocular Vision Test System.  The primary goal of this research is to design 
a compact, portable, stereoscopic test system for use in vision testing of 
infants and young children for early detection of amblyopia, strabismus and 
related disorders.  The system uses a state-of-the-art stereoscopic display and
the latest in DBA PC based tracker technology to provide a non-intrusive means
of measuring eye and head movement.

Enterprise Florida has selected DBA to participate in the "Florida Defense 
Business Adjustment Small Business Innovation Research Program."  This 
program provides the opportunity for defense-related companies to apply for 
co-investment funding in promising technology or commercialization leading to 
introduction of a product into the marketplace.  The basis of the award is to 
assist DBA with the implementation of a "Manufacturing Methods and Technology
Program" which would enable the Company to develop specialized techniques for
the manufacture of the "Eccentric Video Refractometer."  This device is planned
to be developed under a National Institutes of Health (NIH) Phase II Small 
Business Innovation Research Grant.  The instrument is designed to provide 
screening of vision disorders in non-communicative populations using advanced 
video tracking techniques, a leading DBA technology product.  The Infant Study
Center of Brooklyn College will be DBA's clinical partner.

Customers and Suppliers

During the fiscal years which ended June 30, 1997, 1996 and 1995, approximately
95%, 95% and 88% respectively, of the Company's revenues were derived from 
contracts with agencies of the U.S. Government and from subcontracts with 
Government prime contractors.  The Company performs work under fixed-price, 
time and material and cost-plus-fee contracts.  Contracts performed for the 
Government are generally terminable at the will of the Government or subject to 
re-negotiation at the election of the Government.  Future revenues and income 
of the Company could be materially affected by changes in Government procurement
policies or a reduction in Government expenditures for services of the type 
provided by the Company.  It is the goal of the Company to reach a mix of 30% 
commercial business base by the year 2000.

The Company is not dependent on any one supplier in connection with the 
development or manufacture of its products and services.  No one sole source 
supplier is responsible for more than 4% of the Company's revenues.  Sole 
source suppliers account for less than 16% of the Company's revenues for fiscal
1997.

Research and Development

DBA's business generally involves the application of existing technology to 
solve specific customer problems.  As a result, most of DBA's research and 
development efforts emphasize applied research rather than pure research into 
new technological frontiers.  Accordingly, research and development activities 
selected by DBA's management are a major factor in securing a continuous flow
of business.  It is critical that DBA stays abreast of technology relating to 
its products and services.  Additionally, a substantial amount of DBA's 
research and development activity occurs in connection with specific orders 
placed by its Government customers.
<PAGE>6

The following table reflects the independent research and development funds 
not specifically related to particular contracts expended by the Company over 
the last three fiscal years:
<TABLE>
<CAPTION>

                                   	 Fiscal Year Ended June 30,
	                                    1997     	   1996    	  1995
<S>                                   <C>         <C>         <C>
Total Research & Development	      $637,000	   $424,000	   $331,000
</TABLE>

Backlog

The Company's backlog of unfilled orders at June 30, 1997 was approximately 
$16.6 million as compared to $28.4 million at June 30, 1996.  TIE is credited 
with 48% of the backlog and 34% is attributable to PIE.  Approximately $15 
million of the June 30, 1997 backlog is expected to be converted into revenues 
during the fiscal year ending June 30, 1998.  An order is entered into backlog
only when the Company receives a definite commitment from a customer.  The 
Company plans to grow its backlog by nearly 30% over the next 12 months.  The 
emerging market for the Asset Monitor should generate $4-7 million of orders.  
Over $11 million of orders are expected from the two longtime customers in the 
PIE and TIE areas.

The Company's backlog is typically subject to a number of contingencies due 
to various factors.  Such factors include funding constraints, cancellation or
modification of Government programs and changes in allocation of work between 
prime and subcontractors.  Therefore, the amount of backlog should not be 
viewed as the sole determinant of future contract revenues.  Consequently, the 
dollar amount of the backlog is not necessarily indicative of the future 
revenue of the Company.

Competition

DBA experiences substantial competition in its markets and believes its 
principal competitive advantages to be its reputation and experience in its 
selected technical areas, creativity in applying existing technology to new 
applications, technical assistance to customers, price and adherence to 
delivery schedules.  DBA's systems address a market of high-end applications 
in which there are a limited number of competitors.  Much of the Company's 
business requires highly skilled and experienced technical personnel with high 
level U.S. Government security clearances.  The Company believes that the 
technical expertise and stability of its staff have been a significant factor 
in the development of DBA's business and its ability to compete to date.  As 
the Department of Defense experiences overall budget restraints, DBA expects 
the competition for its products and services to significantly intensify.  As 
a result, there is no assurance the Company can maintain its current revenue 
volume. 

Divisions of certain large industrial concerns with financial resources and 
facilities substantially greater than those of DBA, such as Raytheon/E-Systems,
General Dynamics, Intergraph, Lockheed-Martin, TRW, and Contraves, are active 
in fields similar to those of the Company.  DBA also experiences competition 
from other specialized firms, such as Morpho, Autometrics, SAIC, and Metric. 
As DBA enters the new commercial market for nationwide wireless data 
communications systems, DBA will be competing with QualComm, Highway Master, 
and AMSC.

DBA's future success will depend upon, among other things, its ability to 
withstand competition from larger companies, to obtain and retain competent 
personnel to successfully accomplish its obligations under its various contracts
and to productively extend its technological expertise to new applications. 
All of these factors are subject to uncertainty.

Patents

The Company holds and is also licensed under a number of U.S. and foreign 
product and process patents which extend through 2006  and has filed 
applications for other such patents that are pending.  The Company follows the 
practice of obtaining patents on new developments whenever advisable.  While 
the Company considers that in the aggregate its patents and licenses are 
valuable, it does not believe that its business is materially dependent on its 
<PAGE>7

patents or licenses or any group of them.  In DBA's opinion, engineering, 
production skills and experience are more important to its market position 
than patents or licenses.

Employees

As of September 2, 1997, the Company had 209 employees.  The Company is not 
subject to any collective bargaining agreements with its employees.

ITEM 2	PROPERTIES

DBA Systems, Inc. is headquartered in Melbourne, Florida.  The Corporate 
offices occupy approximately 3,300 square feet in a 64,000 square foot 
building located at 1200 South Woody Burke Road in Melbourne, Florida.

The leased facilities are occupied under leases for terms ranging from 1 to 40
years, a majority of which can be terminated or renewed at no longer than five-
year intervals at DBA's option.  DBA considers its facilities to be suitable 
and adequate for the purposes of which they are used.  Following are details 
of the properties occupied by DBA.
<TABLE>
<CAPTION>
<S>                         <C>             <C>                <C>
Location       	           Title	           Size	               Use
1200 S. Woody Burke Rd.	 Land Lease,    	64,000 sq. ft.	  Engineering, office
Melbourne, FL          	 Improvements		                   space & assembly area
	                        Owned
Redwood Plaza 1         	Leased         	20,060 sq. ft.	  Office space
10560 Arrowhead Dr.
Fairfax, VA
1101-1103 W. Hibiscus   	Owned	          27,500 sq. ft.	  Office space & retail
Blvd.                                                     space
Melbourne, FL			                                         
</TABLE>

The Kissimmee, Florida property, located at 2931 Poinciana Boulevard, is a 
141,500 sq. ft. building previously used for manufacturing.  This property is 
being held for sale and has received interest from numerous prospective buyers.
Approximately 2,000 sq. ft. is currently being used for manufacturing purposes, 
as the gyroscope repair line has recently been reactivated.  This area is 
expected to grow as more contracts are awarded.  The majority of the property 
is under short lease as a storage facility in order to defray facility expenses.
Approximately 6,500 sq. ft. of the Fairfax office has been sublet in order to 
defray operating expenses.

ITEM 3	LEGAL PROCEEDINGS 

From time to time, as is normal with respect to the nature and kind of business
in which DBA is engaged, various claims, charges and litigation are asserted 
or commenced against DBA arising from or related to product liability, patent 
breach or warranty, contractual relations or employee relations.  The amounts 
claimed in such litigation may be substantial but may not bear any reasonable 
relationship to the merits of the claim or the extent of any real risk of 
court awards.  In the opinion of management, final judgments if any, which 
might be rendered against DBA in potential or pending litigation, would not 
have a material adverse effect on its assets or business.

The Company maintains officers' and directors' liability insurance which 
insures individual officers and directors of the Company against certain 
claims as well as attorney's fees and related expenses incurred in connection
with the defense of such claims.

The Company finalized a negotiated settlement during the third quarter of a 
lawsuit filed by DBA in 1987 in Rhode Island stemming from default on a note 
payable by purchasers of Graphics Marketing, formerly a subsidiary of DBA 
Systems.  DBA received $175,000 in March as the complete and final settlement 
payment.
<PAGE>8

As of December 6, 1996, the Company formally appealed to the Armed Services 
Board of Contract Appeals (ASBCA) a final decision by the Contracting Officer
for the United States Army Tank-Automotive and Armaments Command on the M23 
Mortar Ballistic Computer (MBC) contract to award only $225,000 on a $9.4 
million certified claim for equitable adjustment for work completed in 1992.
DBA believes that it has a valid claim which arose out of a large number of 
defects in the government's drawing package that caused an incompatibility 
between the product's design and manufacturing and test specifications, which 
substantially increased contract performance costs and contained potential for 
defective products being fielded.  When DBA informed the Contracting Officer 
(CO) of this situation, the Government's response to these concerns was to 
direct DBA to continue with the completion of the contract, which it did, and
for which the Company subsequently filed a claim.  Progress on the case to date 
has been very slow due to an extremely large number of requests for information 
from the government during the discovery process.  Based on the normal course 
of such legal proceedings, it is anticipated that it will be another two years 
before the ASBCA issues its decision on this case.

The Company had a $12.5 million contract with Advanced Medical Management 
Systems, Inc. (AMMS) for the production and exclusive worldwide distribution 
of its ImagClear(tm) medical digitizers.  On August 10, 1995, the Company filed
suit in the U.S. District Court to recover liquidated damages which arose 
from nonperformance of the contract by AMMS.  On October 3, 1996, the court 
awarded DBA a favorable judgment against Mr. Bob Wilson, the principal 
financial backer of AMMS, for $9,375,000.  In DBA's opinion, collection on 
this judgment is problematic.  The Company is proceeding with plans to bring 
the medical digitizers to market through partnership with another entity.

ITEM 4	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fourth 
quarter of the fiscal year through solicitation of proxies or otherwise. 

                                PART II
ITEM 5          	MARKET FOR THE REGISTRANT'S COMMON EQUITY AND 
                 RELATED SECURITY
A.	DBA common stock, par value $.10, is currently traded on NASDAQ/NMS.  The 
   high and low closing price for each quarterly period during the last two 
   fiscal years is as follows:
<TABLE>
<CAPTION>	

                                     Lowest           	Highest
<S>                                   <C>                <C>
1st Quarter FY97	                    4 3/4	             5 3/4
2nd Quarter FY97	                    5 3/8	             6 3/4
3rd Quarter FY97	                    4 3/8             	6
4th Quarter FY97	                    4 7/8             	6

1st Quarter FY96                    	5 1/2             	7 1/4
2nd Quarter FY96	                    4 3/8             	7 1/8
3rd Quarter FY96                    	4 1/8             	5 3/8
4th Quarter FY96	                    4 7/8             	5 7/8
</TABLE>

B.	The number of record holders of DBA Systems, Inc. common stock as of June 30,
   1997 and 1996 was 587 and 614, respectively.

C.	As of June 30, 1997, DBA Systems, Inc. has not declared nor paid dividends.
   Although the Company intends to continue to invest any future earnings in 
   its business, it may determine at some future date the payment of cash 
   dividends would be desirable.  The payment of such dividends would depend, 
   among other things, upon the earnings and financial condition of the Company.
<PAGE>9

D.	In December 1996, DBA liquidated all remaining long term debt by exercising
   its option to redeem the $1.9 million of outstanding 8.25% debentures at par.

ITEMS 6, 7 AND 8

The information called for by Items 6, 7 and 8, inclusive of Part II of this 
form, is contained in the following sections of this Report at the pages 
indicated below:
<TABLE>
<CAPTION>
		                                      Captions and Pages(s) of this Report
      <S>           <C>                                 <C>  
    ITEM 6	Selected Financial Data	           "Selected Financial Data"   	15
    ITEM 7	Management's Discussion and     	  "Management's Discussion and
	          Analysis of Financial Condition  	  Analysis"                	15-19
           and Results of Operations

    ITEM 8	Financial Statements and           	DBA Systems, Inc. and
	          Supplementary Data	                 Subsidiaries "Consolidated 
                                               Financial Statements"    	20-34
</TABLE>    

ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON 
        ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable


                                  PART III
The information required to be set forth herein, Item 10, "Directors and 
Executive Officers of the Registrant"; Item 11, "Executive Compensation"; 
Item 12, "Security Ownership of Certain Beneficial Owners and Management"; 
and Item 13, "Certain Relationships and Related Transactions", is included in a 
definitive Proxy Statement pursuant to Regulation 14A, which is incorporated 
herein by reference, filed with the Securities & Exchange Commission not 
later than 120 days after close of the fiscal year ended June 30, 1997.

                                  PART IV

ITEM 14.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS 
         ON FORM 8-K

A-1	Financial Statements
   	A list of the financial statements included herein is set forth in the 
    Index to Financial Statements, Schedules and Exhibits submitted as a 
    separate section of this Report.

A-2	Financial Statement Schedules
   	A list of financial statement schedules included herein is contained in 
    the accompanying Index to Financial Statements, Schedules and Exhibits 
    submitted as a separate section of this Report.

A-3	Exhibits required to be filed by Item 601(a) of Regulation S-K are included 
    as exhibits to this Report as follows:

3(i)  	Articles of Incorporation of the Registrant, as amended, are included as
       an exhibit to this Report.  
       (Incorporated by reference to Registrant's 1985 Form 10-K.)

3(ii)	By-Laws of the Registrant, as amended, are included as an exhibit to 
      this Report.  (Incorporated by reference to Registrant's 1985 Form 10-K.)
<PAGE>10

4(a) 	Form S-2 Registration Statement (Convertible Subordinated Debenture 
      Offering) filed with the SEC on September 25, 1985, as amended by 
      Amendment No. 1, filed October 18, 1985, as amended by Amendment No. 2,
      filed November 14, 1985, all of which are incorporated herein by 
      reference.

4(b)	 Form S-8 Registration Statement (Employee Incentive Stock Option Plan-
      1982, Directors' Stock Option Plan-1982, and Directors' Stock Option 
      Plan-1987) filed with the SEC on June 17, 1988 are incorporated herein 
      by reference.

4(c) 	Form 13E-4 filed with the SEC on March 12, 1991, as amended by Amendment
      No. 1 filed April 9, 1991, as amended by Amendment No. 2 filed April 16,
      1991, as amended by Amendment No. 3 filed April 23, 1991, as amended by
      Amendment No. 4 filed May 8, 1991 is incorporated herein by reference.

4(d) 	Form 13E-4 filed with the SEC on June 22, 1992, as amended by Amendment 
      No. 1 filed on July 24, 1992, is incorporated herein by reference.

4(e) 	Form S-8 Registration Statement (Employee Incentive Stock Option Plan-
      1992, and Directors' Stock Option Plan-1993), filed with the SEC on 
      February 18, 1994 are incorporated herein by reference.

10(a)	Lease dated July 9, 1981, between the Registrant and City of Melbourne 
      Airport Authority.  (Incorporated by reference to Registrant's 1982 
      Form 10-K.)

10(b)	Employee Retirement Plan and Trust.  (Incorporated by reference to the 
      1979 Definitive Proxy Statement  of the Company.)

10(e)	Bonus agreement dated August 10, 1989 between DBA Systems, Inc. and 
      John L. Slack.  (Incorporated by reference to the Registrant's 1990 
      Form 10-K.)

10(f)	Lease agreement executed on June 24, 1993 between the registrant and 
      the Equitable Life Assurance Society of the United States.  
      (Incorporated by reference to the Registrant's 1994 Form 10-K.)

10(g)	1992 Employee Incentive Stock Option Plan. (Incorporated by reference to
      the 1992 Proxy Statement of the Company.)

10(h)	1993 Directors' Stock Option Plan. (Incorporated by reference to the 1993
      Proxy Statement of the Company.)

11   	Computation of Earnings per Share.

21   	Subsidiaries of the Registrant.
	
      Registrant agrees to furnish the Commission, upon request, a copy of 
      each instrument with respect to issues of long-term debt.  The principal 
      amount of any individual instrument, which has not been previously filed,
      does not exceed ten percent of the total assets of the Registrant and its 
      subsidiaries on a consolidated basis.

B.   	Reports on Form 8-K

     	The Company had no filings on Form 8-K during the fourth quarter of the
      fiscal year ending June 30, 1997.
<PAGE>11

Pursuant to the requirement of Section 13 or 15(d) 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.
                                         	DBA SYSTEMS, INC.
	                                         (Registrant)
DATED:	September 18, 1997
                                          	By	___(SIGNATURE)______	
	                                         	John L. Slack
		                                         Chairman of the Board, President,
	                                         	and Chief Executive Officer



                                          	By ____(SIGNATURE)_____		
		                                         Charles B. Robertson
		                                         Vice President of Administration
		                                         Corporate Secretary



                                         	By____(SIGNATURE)_____		
		                                        Edward M. Bielski
                                       	 	Corporate Treasurer 
    	                                    	Corporate Controller


<PAGE>12

Pursuant to the requirement of the Securities Exchange Act of 1934, this Report
has been executed below by the following persons on behalf of the Registrant 
and in the capacities and on the dates indicated.

  	SIGNATURE                    	TITLE              	DATE

___(signature)_____
John L. Slack                 		Director	           8/13/96	


___(signature)______            Director            9/18/97
Dr. Richard N. Baney

____(signature)_____           	Director            9/18/97		
Thomas J. Boyce, Jr.

____(signature)_____           	Director	           8/13/97	
Ambassador Robert F. Ellsworth

____(signature)____		           Director            9/18/97		
William C. Potter

____(signature)___	            	Director            9/18/97		
Dr. Lynn E. Weaver

<PAGE>13

INDEX TO FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS
                                                     	Page(s) in this Report

The following documents are filed as part of this Report:

(1)	Financial Statements
   	
    Selected Financial Data	                                         	15
	   
    Management's Discussion and Analysis                         		15-19
	   
    Quarterly Financial Data (Unaudited)                            		20
	
    Consolidated Statements of Income for the 
	   years ended June 30, 1997, 1996 and 1995	                        	21
	
    Consolidated Balance Sheets at June 30, 1997 and 
    June 30, 1996	                                                	22-23
 
   	Consolidated Statements of Cash Flows for the years 
    ended	June 30, 1997, 1996 and 1995                           		24-25

   	Consolidated Statements of Stockholders' Equity 
    for the years	ended June 30, 1997, 1996 and 1995		                26

   	Notes to Consolidated Financial Statements 		                  27-35
   
   	Independent Auditors' Report                                    		36
 
(2)	Valuation and Qualifying Accounts

	II	Allowance for Doubtful Accounts on Accounts Receivable, 
    Obsolete Inventory  and Estimated losses on uncompleted
    contracts for the years ended June 30, 1997, 1996 and 1995	      	37

(3)	Exhibits
   
   	11	Computation of Earnings per Share                            		39
	
    21	Subsidiaries of the Registrant          		                     40

All other schedules are omitted because they are not applicable or the 
required information is shown in the Consolidated Financial Statements or 
Notes thereto.
<PAGE>14

                     DBA Systems, Inc. and Subsidiaries
                         SELECTED FINANCIAL DATA
               (In Thousands, Except Per Share Information)
<TABLE>
<CAPTION>
                                   Years Ended June 30
	                         1997      	1996      	1995      	1994      	1993
<S>                        <C>        <C>       <C>         <C>       <C>
Revenues	             	$	25,508  	$	20,470  	$	29,696  	$	24,316  	$	33,298
Operating income		     $ 	2,355  	$ 	1,140  	$ 	1,675  	$ 	1,231  	$ 	3,047
Net income		           $ 	1,785  	$ 	1,161	  $ 	1,502  	$   	837	  $ 	2,209
Total assets	         	$	34,014  	$	33,851	  $	32,209	  $	29,061	  $	30,687
Long-term debt		       $     	0  	$ 	1,926	  $ 	1,926  	$ 	2,540  	$ 	4,816
Stockholders' equity 		$	29,175	  $	27,815	  $	26,424	  $	24,632	  $	22,071

Earnings per common share 
assuming full dilution:

Net income per share		 $  	.40   	$  	.26   	$  	.34	   $  	.20    $  	.56

Dividends per common 
share                		$  	.00    $  	.00	   $  	.00	   $	  .00	   $  	.00
</TABLE>

Management's Discussion and Analysis

The forward-looking statements included in Management's Discussion and 
Analysis of Financial Condition and Results of Operations, which reflect 
management's best judgment based on factors currently known, involve risks 
and uncertainties.  Actual results could differ materially from those 
anticipated in these forward-looking statements as a result of a number of 
factors.  Forward-looking information provided by DBA Systems pursuant to the
safe harbor established by recent securities legislation should be evaluated 
in the context of these factors.

Business Environment

Over the past year the defense industry experienced further mergers and 
consolidations of government contractors.  This trend is expected to increase
in pace but decrease in size as the pool of candidate merger companies 
contracts.  The U.S. general economy is enjoying an unprecedented boom period
with record-low interest rates, unemployment and inflation.  On the other 
hand, the Federal Government continues to decrease in size and increase the 
scrutiny of its spending in the defense area as the country anticipates a 
"peace dividend" resulting from the end of the Cold War.  Therefore, 
competition for available government contracts remains intense, especially as
merged firms are able to muster greater resources in the development and 
proposal process.  In response, the Company continues its policy of aggressively
managing costs while focusing resources on new business opportunities with the
greatest promise of success. 

Liabilities remain at very low levels and liquid assets at very high levels 
while the Company poises itself to expand by taking advantage of commercial 
market opportunities.  The Company is seriously seeking to acquire other 
companies and/or product lines in its bid to broaden sales within core 
competencies and enhance shareholder value.  Indirect costs have been 
maintained at historically all-time-low levels to enhance competitiveness in 
the fierce marketplace.  The Company will continue to maintain this posture as 
it marches through the challenging transition period of capturing commercial 
markets.  Meanwhile, the Company's two long-term traditional government 
customers that make up two-thirds of the revenue base are projected to 
continue their current levels of revenues in the foreseeable future.

Reduction in the Department of Defense budget, continued Congressional and 
regulatory oversight of the Government procurement process, increased 
competition within the Company's traditional market niches, and the current 
Government procurement policy to award contracts based primarily on price and 
not
<PAGE>15
exclusively on technical capabilities are all factors which may have a 
material effect on the Company's future operating revenues and profit margins.
The Government's decisions regarding options presently held by the Company 
under existing contracts may also have an impact on the Company.  These trends 
may result in delays in previously anticipated contracts or the loss of 
anticipated business to competitors.  As a result, the reported financial 
information may not necessarily be indicative of the Company's future 
operating results or financial condition.

Results of Operations

The following table sets forth, for the periods indicated, the percentage that 
certain items in the Company's Consolidated Statements of Income bear to 
revenues and the annual percentage change of such items for the period 
indicated:
<TABLE>
<CAPTION>

                              	Percentage of Revenues      	Percentage Change
	                              Year Ended June 30,         	Year Ended June 30,
	                           1997	     1996	     1995       	1996	 to  	1995	to
				                                                          1997      	1996
<S>                          <C>      <C>       <C>           <C>        <C>
Revenues	                 	100.0%   	100.0%   	100.0%       	24.6%	    (31.1)%
Costs and expenses		        90.8	     94.4	     94.4	        19.8     	(31.0)
Operating income		           9.2	      5.6	      5.6       	106.6     	(31.9)

Interest income		            3.0	      2.8      	1.0        	32.9	      93.3
Interest expense		          (0.4)    	(0.9)    	(0.7)      	(44.0)    	(12.1)
Other expense - net		       (0.6)    	(1.4)    	(0.7)      	(41.3)    	 27.9
Total other expense		        2.0	      0.5	     (0.4)	      365.1	    (180.9)

Income before taxes		       11.2      	6.1      	5.2       	128.6	     (19.3)
Provision for taxes		       (4.2)    	(0.4)	    (0.1)     	1150.6	     102.4
Net income                 		7.0%     	5.7%	     5.1%	       53.7%	    (22.7)%
</TABLE>

During the years ended June 30, 1997, 1996 and 1995, approximately 95%, 95% 
and 88%, respectively, of the Company's revenues were derived from contracts 
with agencies of the U.S. Government and from subcontracts with government 
prime contractors.  Future revenues and income of the Company could be 
materially affected by changes in Government procurement policies or a 
reduction in Government expenditures for services of the type provided by the 
Company.  The Company's business is performed under cost reimbursement, fixed 
price and fixed rate time and material contracts.

Fiscal Year 1997 Compared with Fiscal Year 1996

Revenues for the fiscal year ending June 30, 1997 were approximately 
$25,508,000, an increase of $5,038,000 or 24.6% when compared to the 
$20,470,000 recorded in the prior fiscal year.  Over $4 million of the 
increase in revenues was attributable to increased Tactical Imagery 
Exploitation revenues resulting from the $8.8 million Common Imagery Ground 
Surface System (CIGSS) contract awarded in June 1996.  The Company recorded 
approximately $13,500,000 in new bookings during fiscal 1997 as compared to 
approximately $32,100,000 during fiscal 1996.  Decreased bookings in fiscal 
year 1997 were due mainly to the nature of follow-on procurements of 
Proprietary Imagery Exploitation and Tactical Imagery Exploitation which occur 
every two years.  In December 1996, it was announced that DBA was not awarded 
the subcontract for its proposal worth $9 million concerning the competition 
for new business as a derivative offshoot of its Tactical Imagery Exploitation 
market.  However, the Contractor formally agreed to provide supplanting 
opportunities over the next five years.
<PAGE>16

Costs and expenses increased from approximately $19,330,000 for the fiscal 
year ending June 30, 1996 to approximately $23,153,000 for the fiscal year 
ending June 30, 1997.  As a percentage of revenues, expenses dropped from 
94.4% to 90.8%.  This relative decrease in costs and expenses was 
attributable to the successful completion of the $9.2 million Multi-year 
Avenger production contract as well as the fact that several unprofitable 
production contracts from previous years no longer were in operation.  The 
Tactical Imagery Exploitation (TIE) and Proprietary Imagery Exploitation 
(PIE) programs continued their cost-effective high levels of performance.  
Indirect support costs increased by approximately $2,300,000.

Interest income for fiscal 1997 was $763,000 as compared to $574,000 during 
fiscal 1996.  This rise of 33% was primarily attributable to a $2.5 million 
increase in the cash available for investment as well as a modestly more 
aggressive investment policy combined with higher market interest rates which 
increased investment returns by over .5%.  Management anticipates use of 
significant amounts of this available cash in the coming year for acquisition 
purposes which should help increase the Company's Return-On-Equity.  During the 
interim, interest earned will be reinvested.

Interest expense for fiscal 1997 was $99,000 as compared to $175,000 during 
fiscal 1996.  The reduction in interest expense was primarily attributable to 
the liquidation of the $1.9 million in 8.25% debentures in December 1996, 
which was viewed as a prudent use of available working capital.  All long-term
debt has now been eliminated from the Company's balance sheet.  There are no 
current plans to incur further debt or raise capital from equity due to the 
current significant levels of working capital.
 
In March 1997, other income was significantly increased by a one-time 
recognition of a $175,000 settlement of a nine-year old lawsuit filed in Rhode
Island stemming from default on a note payable by purchasers of Graphics 
Marketing, formerly a subsidiary of DBA Systems.  

Significant state and federal income taxes were incurred this year for the 
first time since 1988 due to the consumption of Net Operating Loss (NOL)
carryforwards from previous years.

As a result of the above factors net income of $1,785,000 was earned during 
fiscal 1997 as compared to $1,161,000 in the prior fiscal year.

Fiscal Year 1996 Compared with Fiscal Year 1995

Revenues for the fiscal year ending June 30, 1996 were approximately 
$20,470,000 a decrease of $9,226,000 or 31.1% when compared to the 
$29,696,000 recorded in the prior fiscal year.  The decrease in revenues was 
attributable to default of the AMMS production contract and loss of expected 
competitively bid government proposals.  The Company recorded approximately 
$32,100,000 in new bookings during fiscal 1996 as compared to approximately 
$23,000,000 during fiscal 1995.  Increased bookings in fiscal year 1996 were 
due mainly to follow-on procurements of Proprietary Imagery Exploitation and 
Tactical Imagery Exploitation which occur every two years.

Costs and expenses decreased from approximately $28,021,000 for the fiscal 
year ending June 30, 1995 to approximately $19,330,000 for the fiscal year 
ending June 30, 1996.  The decrease in costs and expenses was attributable to 
lower levels of direct contract activity.  Indirect support costs were reduced 
by approximately $9,000 or 0.1% from fiscal 1995 to fiscal 1996.

Interest expense for fiscal 1996 was $175,000 as compared to $199,000 during 
fiscal 1995.  The reduction in interest expense was primarily attributable to
advance payment of the Company's Industrial Development Revenue Bonds in 1995.

As a result of the above factors net income of $1,161,000 was earned during 
fiscal 1996 as compared to $1,502,000 in the prior fiscal year.
<PAGE>17

Fiscal Year 1995 Compared with Fiscal Year 1994

Revenues for the fiscal year ending June 30, 1995 were approximately 
$29,696,000, an increase of $5,380,000 or 22.1% when compared to the 
$24,316,000 recorded in the prior fiscal year.  The increase in revenues was 
attributable to favorable bookings during fiscal year 1994 and 1995 as well 
as increased levels of government and commercial contract activity throughout 
the year.  The Company recorded approximately $23,000,000 in new bookings 
during fiscal 1995 as compared to approximately $28,300,000 during fiscal 
1994.  Decreased bookings in fiscal year 1995 were due to rescheduling of 
certain Government procurements into the Company's 1996 fiscal year.

The Company has entered into certain contracts with The Sokol Group, Inc., 
whose President and CEO is a DBA director.  Under such contracts, the Company 
recognized revenues of approximately $128,000 for the fiscal year ended 
June 30, 1995

Costs and expenses increased from approximately $23,085,000 for the fiscal 
year ending June 30, 1994 to approximately $28,021,000 for the fiscal year 
ending June 30, 1995.  The increase in costs and expenses was attributable to 
heightened levels of direct contract activity.  Indirect support costs were 
reduced by approximately  $3,030,000 or 24.5% from fiscal 1994 to fiscal 1995.

Interest expense for fiscal 1995 was $199,000 as compared to $355,000 during 
fiscal 1994.  The reduction in interest expense was primarily attributable to 
advance payment of the Company's Industrial Development Revenue Bonds.  A 
secondary factor was the reduction of other interest costs and financing fees 
as a result of active management of the Company's treasury function.

As a result of the above factors net income of $1,502,000 was earned during 
fiscal 1995 as compared to $837,000 in the prior fiscal year.

Liquidity and Capital Resources

At June 30, 1997, the Company had working capital of approximately $18,330,000 
as compared to approximately $18,215,000 at June 30, 1996.  The current ratio 
on June 30, 1997 was approximately 4.79:1  versus 5.44:1 on June 30, 1996.  
The Company has retained a very strong cash position and remains financially 
flexible.  As of June 30, 1997 there was a total of $14.9 million of cash and 
short term investments recorded.  

The Company has a $4,000,000 unsecured line of credit with a bank which expires 
January 31, 1998.  Amounts drawn on this line of credit accrue interest at 
either the bank's prime rate or the bank's LIBOR plus 1.75%, as selected by 
the Company upon the utilization of any portion of the line of credit.  The 
Company had no borrowings against the line of credit at June 30, 1997.

During the year ended June 30, 1997, the Company incurred capital expenditures 
of approximately $454,000 for manufacturing equipment, test fixtures and office 
equipment which were financed from working capital.  The Company believes 
capital requirements for fiscal 1998 can be internally generated from working 
capital.  The Company anticipates that capital requirements for fiscal 1998 
will include manufacturing equipment, test fixtures and office equipment and 
will increase to slightly more than $.5 million in order to provide for 
expansion of the Company, especially in the area of its facilitization of the 
production line for manufacturing the asset monitor for truck trailer 
communications.

There is no outstanding long term debt with the liquidation of 8 1/4% 
debentures as of December 1996 when the Company exercised its option to 
redeem these bonds at par.  This action is estimated to save approximately 
$55,000 annually.

In connection with the sale of the Company's commercial operations to an 
unrelated entity (the "Buyer") in 1987, the Company was named as a guarantor 
under a mortgage assumed by the Buyer.  The mortgage was collateralized by a 
building which the Buyer sold for less than the mortgage value during October 
1994.  In exchange for settlement of the mortgage, the Company received a 
promissory note from the Buyer in the amount of $250,000, plus interest at 
the prime lending rate plus 1.50%.  The note was payable in quarterly 
installments of $16,666 which began March 31, 1995 and concluded March 31, 
1997.
<PAGE>18

The 141,000 square foot manufacturing facility in Kissimmee remains for sale, 
and is currently utilized for leased storage as well as for limited 
manufacturing operations concerning the recent award of a $1 million (including
the option) gyroscope repair contract. 

On February 26, 1997 the Company announced that its Board of Directors 
authorized a stock repurchase program whereby the Company may repurchase up 
to 200,000 shares of its outstanding stock in the open market or in 
negotiated transactions through August 31, 1997 and at such prices as the 
Company may decide.  This action was taken based on the assessment that DBA's 
common shares were undervalued.

In keeping with its long-standing policy of enhancing growth through usage of 
internally generated funds, the Company does not plan to issue dividends to 
shareholders.
<PAGE>19 

                      DBA Systems, Inc. and Subsidiaries
                           QUARTERLY FINANCIAL DATA
                                  (Unaudited)
                 (In Thousands, Except Per Share Information)

Selected quarterly financial data is summarized as follows:
<TABLE>
<CAPTION>
  	                                              Quarter Ended
<S>                                    <C>       <C>        <C>       <C>
1997                               	Sept 30	    Dec 31	   Mar 31 	  June 30

Revenues		                          $	6,293	    $	5,431	  $	6,381	  $	7,403
Operating income        	 	         $	  534	    $  	497	  $  	624  	$  	700
Income before income taxes      	  	$  	512    	$  	592  	$  	891  	$  	853
Net income		                        $  	323    	$  	372	  $  	704  	$  	386

Fully-diluted earnings per share  		$  	.07    	$  	.08	  $  	.16  	$  	.09

                                                	Quarter Ended
1996                               	Sept 30	    Dec 31	   Mar 31	   June 30

Revenues		                          $	4,900	    $	4,596	  $	5,418	  $	5,556
Operating income		                  $  	233    	$  	210  	$  	291  	$  	406
Income before income taxes		        $  	275	    $  	249  	$  	298	  $  	424
Net income		                        $  	259    	$  	215  	$  	272	  $  	415

Fully-diluted earnings per share	  	$  	.06 	   $  	.05	  $  	.06  	$  	.09
</TABLE>
<PAGE>20

                       DBA Systems, Inc. and Subsidiaries
                       CONSOLIDATED STATEMENTS OF INCOME
                 (In thousands, except per share information)
<TABLE>
<CAPTION>
   		                                               Years Ended June 30,
<S>	                                               <C>         <C>       <C>
                                                  1997       	1996     	1995

Revenues (Note 1)	                             	$25,508	    $20,470   	$29,696
Costs and expenses (Note 1)                    		23,153     	19,330    	28,021
Operating income 		                               2,355     	 1,140    	 1,675
Other income (expense):
Interest income	                                   	763        	574       	297
Interest expense (Note 3) 	                        	(99)      	(175)     	(199)
Other expense-net (Note 9)		                       (171)    	  (293)	     (229)
Total other income (expense) - net		                493	        106    	  (131)

Income before income taxes                      		2,848      	1,246     	1,544
Less provision for income taxes (Notes 1 and 6)		 1,063	         85	        42
Net income                                    		$ 1,785    	$ 1,161	   $ 1,502

Earnings per common and
common equivalent share (Note 7)		                $ .40	      $ .26     	$ .34
 
Earnings per common share
assuming full dilution (Note 7)	              	   $ .40	      $ .26	     $ .34

Primary weighted shares outstanding             		4,479      	4,493	     4,460

Fully diluted shares outstanding                		4,485	      4,493     	4,480

</TABLE>











See accompanying Notes to Consolidated Financial Statements
<PAGE>21

                          DBA Systems, Inc. and Subsidiaries
                            CONSOLIDATED BALANCE SHEETS
                                 (In Thousands)

                                                                	June 30,
<TABLE>
<CAPTION>
<S>                                                            <C>       <C>
ASSETS                                                   	     1997    	1996
Current Assets:
	Cash and cash equivalents (Note 1)      		                  $ 5,595 	$ 2,699
	Investments (Note 1)      	                                  	9,311   	9,888
	Accounts receivable, less allowance for doubtful
	accounts of $140 in 1997 and $200 in 1996 (Note 1)	      	    3,523	   2,586
	Costs and estimated earnings in excess of billings
	on uncompleted contracts (Notes 1 & 2)	                      	2,318   	4,055
	Inventory (Note 1):
		Finished goods 		                                            1,815   	2,509
		Work in progress	                                             	103      	37
		Raw materials		                                                 66	      14
			Total inventory		                                           1,984   	2,560
	Other current assets		                                          438	     537
		Total Current Assets                                      		23,169	  22,325

Property (Note 1):
	Buildings and improvements                                  		5,707	   5,681
	Furniture and fixtures	                                      	1,315   	1,386
	Machinery and equipment		                                     9,296   	9,421
	Leasehold improvements		                                        376	     374
		Total	                                                     	16,694  	16,862
	Less: accumulated depreciation and amortization		            10,667  	10,401
		Property-net		                                               6,027	   6,461

Other Assets:
	Cost in excess of value of net assets of businesses
 acquired	less accumulated amortization of $110 
 in 1997	and $101 in 1996 (Note 1) 		                            224     	232
	Real estate held for sale (Note 1)		                          4,347   	4,436
	Other assets 		                                                 247	     397
		Total Other Assets		                                         4,818	   5,065
 
TOTAL		                                                      $34,014 	$33,851

</TABLE>




See accompanying Notes to Consolidated Financial Statements
<PAGE>22

                            DBA Systems, Inc. and Subsidiaries
                               CONSOLIDATED BALANCE SHEETS
                                    (In Thousands)

                                                            	June 30,
<TABLE>
<CAPTION>
<S>                                                            <C>      <C>
LIABILITIES AND STOCKHOLDERS' EQUITY                          	1997    	1996

Current Liabilities:
	Accounts payable (Note 1)                                		$ 1,050  	$   968
	Accrued expenses (Note 1):
		Salaries and wages		                                          206      	169
		Vacation pay 		                                               495	      495
		Other		                                                       604      	631
	Billings in excess of costs and estimated  earnings on
	uncompleted contracts (Notes 1 and 2)	                      	1,071    	1,376
	Estimated losses on uncompleted contracts (Note 1)		         1,398      	271
	Other current liabilities 		                                    15   	   200
			Total Current Liabilities           	                     	4,839    	4,110
 
Long-term Debt (Note 3)	                                              		1,926

Commitments and Contingencies (Notes 5 and 10)

Stockholders' Equity (Notes 1 and 4):
	Common stock-$.10 par value; shares authorized, 10,000; 
		shares issued, 5,569 in 1997; and 5,541 in 1996;
		shares outstanding, 4,422 in 1997; and 4,483 in 1996       	 	557      	554
	Additional paid-in capital	                                	24,539   	24,432
	Retained earnings		                                         23,153	   21,432
		Total		                                                    48,249   	46,418
	Treasury stock-at cost, 1,147  shares in 1997 and
		1,058 shares in 1996		                                    (19,074) 	(18,603)
			Total Stockholders' Equity-net	                          	29,175   	27,815

TOTAL                                                     		$34,014	  $33,851
</TABLE>








See accompanying Notes to Consolidated Financial Statements
<PAGE>23

                          DBA Systems, Inc. and Subsidiaries
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (In Thousands)
<TABLE>
<CAPTION>
	                                                     Years Ended June 30  
<S>                                                     <C>     <C>     <C>
	                                                       1997   	1996   	1995
Cash Flows from Operating Activities:
Net income		                                           $1,785 	$1,161 	$1,502
Adjustments to reconcile net income to net cash 
 provided by operating activities:
	Depreciation and amortization	                        	1,091  	1,078  	1,179
	Loss (gain) on disposal of property	                    	(13)   	(23)     	2
	Issuance of treasury stock to employees	                  19      	2     	24
	Contribution of treasury stock to ESOP			                        100    	100
	Decrease (increase) in current assets:
	Accounts receivable		                                   (937) 	2,333	 (1,433)
	Costs and estimated earnings in excess of billings
  on uncompleted contracts		                            1,737   		109  	1,235
	Inventory	                                              	576   	(375)   	268
	Other current assets	                                    	99   	(150)   	640
	Increase (decrease) in current liabilities:
	Accounts payable		                                        82   	(588) 	1,373
	Accrued expenses	                                        	10     	34     	(5)
	Billings in excess of costs and estimated earnings
  on uncompleted contracts		                             (305)   	682    	571
	Estimated losses on uncompleted contracts		            1,127     	30    	196
	Other current liabilities		                             (185)    	93     	26
	Other-net		                                              (43)	    73 	   (62)
Net cash provided by operating activities		             4,101 		4,559	  5,616

Cash Flows from Investing Activities:
Capital expenditures	                                   	(454)  	(333)  	(427)
Purchase of investments                              		(9,311)	(9,888)	(5,000)
Proceeds from sale of investments		                     9,888  	5,000
Proceeds from sale of property		                           20	     31 	     1
Net cash provided by (used in) investing activities		     143 	(5,190)	(5,426)

Cash Flows from Financing Activities:
Repayments of long-term debt		                         (1,926)          		(15)
Repayments on Industrial Development Revenue Bond				                    (790)
Purchase of stock from ESOP                               471
Proceeds from issuance of common stock  		                107	    128	    166
Net cash provided by (used in) financing activities	  	 (1348)	   128	   (639)

Net Increase (Decrease) in Cash for the Year          		2,896   	(503)  	(449)
Cash and Cash Equivalents at Beginning of Year 	      	 2,699	  3,202	  3,651
Cash and Cash Equivalents at End of Year 	            	$5,595 	$2,699	 $3,202
</TABLE>
<PAGE>24

                             DBA Systems, Inc. and Subsidiaries
                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                                           (CONTINUED)

Supplemental Disclosure of Non-Cash Investing and Financing Activities (In 
Dollars): 

For the years ended June 30, 1997 and 1996, the Company transferred assets of 
approximately $88,000 and $10,000, respectively, from inventory to property.

During the year ended June 30, 1996, property with a net book value of 
$4,436,000 was reclassified as real estate held for sale.

Supplemental Disclosure of Cash Flow Information (In Thousands):
<TABLE>
<CAPTION>
<S>                               <C>       <C>      <C>
	                                 1997     	1996    	1995

Income taxes paid	              	$867	      $ 89	    $ 20

Interest paid	                  	$ 99	      $175	    $199
</TABLE>

















See accompanying Notes to Consolidated Financial Statements
<PAGE>25

                     DBA Systems, Inc. and Subsidiaries
              CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                               (In Thousands)
<TABLE>
<CAPTION>
<S>                            <C>      <C>      <C>       <C>         <C>
		                                  Additional		                     	Total
	                            Common	  Paid-In  Retained 	Treasury	 Stockholders'
                	            Stock	   Capital 	Earnings	  Stock	      Equity
	
Balance at July 1, 1994		    $545	    $24,129   $19,267	 $(19,309)   	$24,632

Stock issued to ESOP:
	15 shares	                                     			(161)     	261	        100
Stock issued to employees:
	5 shares		                                       		(60)      	84         	24
Stock options exercised:
	63 shares		                   6	         178	               	(18)       	166
Net income		                                 	    1,502	                1,502
Balance at June 30, 1995		   551      	24,307	   20,548	  (18,982)   	 26,424

Stock issued to ESOP:
	21 shares		                                     		(261)     	361	        100
Stock issued to employees:
	1 share			                                        	(16)      	18          	2
Stock options exercised:
	27 shares		                   3         	125	                          		128
 Net income		                                     1,161	                1,161
Balance at June 30, 1996		    554	     24,432  	 21,432	  (18,603)   	 27,815
	 
Stock issued to employees:
	5 shares	                                       			(64)       82         	18
Stock options exercised:
	107 shares		                   3        	107                          			110
Stock purchased:
 	1,500 shares		                                            			(8)        	(8)
Stock purchased from ESOP:
	92,762 shares					                                          (545)	      (545)
Net income		                                      1,785	                1,785
Balance at June 30, 1997   		$557    	$24,539  	$23,153 	$(19,074)   	$29,175
</TABLE>







See accompanying Notes to Consolidated Financial Statements
<PAGE>26

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS

Description of Business and Major Customer

DBA Systems, Inc. and subsidiaries ("DBA" or the "Company") operate in a 
single line of business.  DBA is principally engaged in developing and 
manufacturing computerized image processing and electro-optical systems for a 
variety of defense electronics applications.  Approximately 95%, 95% and 88% 
of DBA's fiscal 1997, 1996 and 1995 revenues from continuing operations, 
respectively, were derived from contracts with the U.S. Government, or agencies
thereof.

Principles of Consolidation

The consolidated financial statements include the accounts of DBA Systems, Inc. 
and its wholly-owned subsidiaries.  All significant intercompany accounts and 
transactions have been eliminated.

Revenue and Cost Recognition

Revenues and costs from government fixed-priced and time-and-material contracts
are recognized on the percentage-of-completion method, measured by the 
percentage of total costs incurred to date to total estimated costs for each 
contract.  This method is used because management considers total expended 
costs to be the best available measure of progress on these contracts.  
Revenues from cost-plus-fee Government contracts are recognized on the basis of 
costs incurred during the period plus the fee earned measured by the same 
method.  Total expended costs as used to compute revenues exclude, especially 
during early stages of a contract, all or a portion of the costs of such 
materials or subcontracts if, in the opinion of management, it appears that 
such an exclusion would result in a more accurate measurement of the level of 
work performed towards contract completion.  Estimates of the effect of 
changes in total estimated contract costs are recognized in the period 
determined.  At the time a loss on a contract becomes known, the entire 
amount of the estimated loss on the contract is accrued.

Government contract costs include all direct material and labor costs and 
those indirect costs related to contract performance such as indirect labor, 
supplies, repairs and depreciation costs.  General and administrative expenses 
(including bid and proposal expenses and independent research and development 
costs) allowable in accordance with United States Government procurement 
practices are included in contract costs because they are identifiable with 
contract revenue and are reimbursable under the contracts.

The asset, "Costs and estimated earnings in excess of billings on uncompleted 
contracts,"  represents revenues recognized in excess of amounts billed.  The 
liability, "Billings in excess of costs and estimated earnings on uncompleted 
contracts," represents billings in excess of revenues recognized.  The Company 
progress bills its customers monthly as the work is in progress.

Use of Estimates in Preparation of the Financial Statements

The preparation of financial statements in conformity with generally accepted 
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of 
contingent assets and liabilities at the date of the financial statements, and 
the reported amounts of revenues and expenses during the reporting period.  
Actual results could differ from those estimates.
<PAGE>27

Property

DBA amortizes the cost of depreciable properties over their estimated service
lives.  Expenditures for maintenance, repairs and minor renewals are charged 
against operations.  Interest cost is capitalized for qualifying assets during 
the assets' acquisition periods.

The approximate annual rates of depreciation and the methods of application are 
as follows:
<TABLE>
<CAPTION>
<S>                                 <C>                   <C>
Buildings and improvements	             2.5%	-	3%     straight-line
Furniture and fixtures	                 10%	-	33%	    straight-line and 
                                                      declining balance
Machinery and equipment	                10%	-	33%    	straight-line and 
                                                      declining balance
Leasehold improvements	                  7%	-	50%    	straight-line
Leased equipment under capital leases  	14%	-	33%    	straight-line
</TABLE>

Real Estate Held for Sale

Real estate held for sale is carried at the lower of cost or fair value less 
estimated costs to sell.  The value of such real estate is periodically 
reviewed and reduced if appropriate.

Income Taxes

Deferred income taxes are provided on items which are recognized in different 
years for tax and financial reporting purposes.  The Company accounts for 
income taxes using the liability method of computing deferred income taxes.  
Deferred tax assets and liabilities are recognized for the future consequences 
attributed to differences between the financial statement carrying amounts of 
existing assets and liabilities and their respective tax bases.  Differences 
between income for financial and tax reporting purposes arise primarily from 
the use of accelerated depreciation as required for income tax purposes and 
recording of estimated losses on uncompleted contracts for financial reporting 
purposes.  Also, under the liability method, deferred tax assets and liabilities
are measured using estimated tax rates expected to apply to taxable income in 
the years in which those temporary differences are expected to be recovered or 
settled.

Inventory

Inventories are valued at the lower of cost (weighted average) or market and 
include applicable material, labor and overhead costs.  During the years ending 
June 30, 1997, 1996 and 1995, approximately $10,000, $274,000 and $110,000, 
respectively, in general and administrative costs were charged to inventory.  
As of June 30, 1997 and 1996, approximately $174,000  and $403,000, 
respectively, in general and administrative costs were included in inventory.  
The allowance for obsolete inventory at June 30, 1997 and 1996 was approximately
$452,000 and $450,000, respectively.

Leases

Leases which meet certain criteria are classified as capital leases, and assets
and liabilities are recorded at amounts equal to the lesser of the present 
value of the minimum lease payments or the fair value of the leased properties 
at the beginning of the respective lease terms.  Such assets are amortized
over their economic useful life on a straight-line basis.  Leases which do not 
meet such criteria are classified as operating leases and related rentals are 
charged to expense as incurred.

Cost in Excess of Value of Net Assets of Businesses Acquired

The cost in excess of the value of net assets of businesses acquired is 
amortized using the straight-line method over forty years.  Management 
evaluates the recoverability of such assets quarterly and annually based on 
current operating trends in relation to the recorded values of such assets.
<PAGE>28

Research and Development Costs

Research and development costs associated with product development programs 
are expensed as incurred.  Research and development expenditures incurred by 
the Company and not expressly reimbursed pursuant to contracts with customers 
were approximately $637,000 in fiscal 1997, $424,000 in fiscal 1996 and 
$331,000 in fiscal 1995.

Cash and Cash Equivalents

Cash equivalents consist of financial instruments which are readily convertible 
to cash and mature less than three months after the date of acquisition.

Investments  

The Company does not invest in securities as its primary business and does 
not maintain a trading account.  Occasionally, however, the Company purchases 
financial instruments with maturities greater than three months from the date 
of acquisition.  Such securities are classified as either "available for sale" 
or "held to maturity" as required by Statement of Financial Accounting Standards
No. 115 (FAS 115) "Accounting for Certain Investments in Debt and Equity 
Securities."  As of June 30, 1997 and 1996, all such investment securities 
owned by the Company mature in one year or less, were classified as 
"available for sale," and were carried at their current market value, which 
approximates their cost, as required by FAS 115.

New Accounting Standards

In February 1997, FAS No. 128, "Earnings Per Share," was issued.  FAS No. 128,
which supersedes Accounting Principles Board ("APB") Opinion No. 15, requires 
a dual presentation of basic and diluted earning per share on the face of the 
income statement.  Basic earnings per share excludes dilution and is computed 
by dividing income or loss attributable to common stockholders by the weighted-
average number of common shares outstanding for the period.  Diluted earnings 
per share reflects the potential dilution that could occur if securities or 
other contracts to issue common stock were exercised or converted into common 
stock or resulted in the issuance of common stock that then shared in the 
earning of the entity.  Diluted earnings per share is computed similarly to 
fully diluted earnings per share under APB Opinion No. 15. FAS No. 128 is 
effective for financial statements issued for periods ending after 
December 15, 1997.

Had FAS No. 128 been adopted, pro forma basic earnings per 
share and pro forma diluted earnings per share would have been as follows:
<TABLE>
<CAPTION>
		
                              Pro Forma Earnings         	Per Share
		                                   Basic	               	Diluted
<S>                                  <C>                      <C>	
 Years Ended June 30:		
	1995	                             	$.34	                    $.34
	1996		                             $.26                    	$.26
	1997		                             $.40                    	$.40
</TABLE>

In June 1997, FAS No. 130, "Reporting Comprehensive  Income," was issued. 
FAS No. 130 establishes standards for reporting and display of comprehensive 
income and its components (revenues, expenses, gain, and losses) in a full 
set of general-purpose financial statements.  FAS No. 130 requires that all 
items that are required to be recognized under accounting standards as 
components of comprehensive income be reported in a financial statement that is
displayed with the same prominence as other financial statements.  FAS No. 130 
requires that a company (a) classify items of other comprehensive income by 
their nature in a financial statement and (b) display the accumulated balance 
of other comprehensive income separately from retained earnings and additional 
paid-in capital in the equity section of the balance sheet.  FAS No. 130 is 
effective for fiscal years beginning after December 15, 1997.  Reclassification 
of financial statements for earlier periods provided for comparative purposes 
is required.  The Company has not determined the effects, if any, that FAS No. 
130 will have on its consolidated financial statements.
<PAGE>29
In June 1997, FAS No. 131, "Disclosure about Segments of an Enterprise and 
Related Information," was issued.  FAS No. 131 establishes standards for the 
way that public companies report selected information about operating segments 
in annual financial statements and required that those companies report 
selected information about segments in interim financial reports issued to the 
shareholders.  It also establishes standards for related disclosures about 
products and services, geographic areas, and major customers.  FAS No. 131 
which supersedes FAS No. 14"Financial Reporting for Segments of a Business 
Enterprise," but retains the requirement to report information about major 
customers, requires that a public company report financial and descriptive 
information about its reportable operating segments.  Operating segments are 
components of an enterprise about which separate financial information is 
available that is evaluated regularly by the chief operating decision maker 
in deciding how to allocate resources and in assessing performance.  
Generally, financial information is required to be reported on the basis that 
is used internally for evaluating segments performance and deciding how to 
allocate resources to segments.  FAS No. 131 requires that a public company 
report a measure of segment profit or loss, certain specific revenue and 
expense items, and segment assets.  However, FAS No. 131 does not require the 
reporting of information that is not prepared for internal use if reporting it 
would be impracticable.  FAS No. 131 also requires that a public company report 
descriptive information about the way that the operating segments were 
determined, the products and services provided by the operating segments, 
differences between the measurements used in reporting segments information 
and those used in the enterprise's general-purpose financial statements, and 
changes in the measurement of segment amounts from period to period.  FAS 
No. 131 is effective for financial statements for periods beginning after 
December 15, 1997.  The Company has not determined the effects, if any, that 
FAS No. 131 will have on the disclosures in its consolidated financial 
statements. 

Reclassification

Certain amounts have been reclassified in the prior years' financial statements
to conform with the current year presentation.

Fair Value of Financial Instruments

The carrying values of the Company's financial instruments: cash and cash 
equivalents, investments, receivables,  accrued expenses and accounts payable, 
approximate their estimated fair values at June 30, 
1997. 
<PAGE>30

2.	COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS
<TABLE>
<CAPTION>

                                                           		As of June 30,
			                                                         1997   		  1996
		                                                          	(in thousands)
<S>                                                          <C>        <C>
Costs and estimated earnings on uncompleted contracts	  	$	231,560 	$	241,770 
Less: billings to date 			                                 230,313  		239,091 
Total		                                                  $  	1,247 	$  	2,679
</TABLE>
 
Included in accompanying balance sheet under the following captions:
<TABLE>
<CAPTION>
<S>                                                          <C>        <C>
Costs and estimated earnings in excess of billings on
 uncompleted contracts	                         	        $  	2,318 	$  	4,055 
Billings in excess of costs and estimated earnings on
 uncompleted contracts	                                   		(1,071)	  	(1,376)
Total		                                                  $  	1,247 	$  	2,679
</TABLE>
 
As of June 30, 1997 and 1996, the amounts billed but not paid under contract 
retainage provisions were approximately $81,000 and $65,000, respectively.  
Such retainage amounts are expected to be collected within one year.  Amounts 
included in Costs and Estimated Earnings on Uncompleted Contracts which are 
subject to future negotiation were approximately $574,000 as of June 30, 1997 
and 1996.

3.	LONG-TERM DEBT

Long-term debt at June 30, 1996 consisted of $1,926,000 of 8.25% Convertible 
Subordinated Debentures, $1,000 par value, scheduled to mature on November 1, 
2010 which paid interest semi-annually on November 1 and May 1.  In December 
1996, the Company exercised its option to redeem all remaining debentures at 
par value.  As of June 30, 1997, there was no long-term debt.

The Company has a $4,000,000 unsecured line of credit with a bank which 
expires January 31, 1998.  Amounts drawn on this line of credit accrue interest
at either the bank's prime rate or the bank's LIBOR plus 1.75%, as selected by 
the Company upon the utilization of any portion of the line of credit.  The 
Company had no borrowings against the line of credit at June 30, 1997 or 1996.

4.	STOCKHOLDERS' EQUITY

The Company has two stock-based compensation plans, which are described below.  
The Company applied APB Opinion 25, "Accounting for Stock Issued to Employees",
and related interpretations in accounting for its plans.  Accordingly, no 
compensation cost has been recognized for the plans.  Had compensation cost for
the Company's two stock-based compensation plans been determined based on the 
fair value at the grant dates for awards under those plans consistent with the 
method of FAS No. 123, "Accounting for Stock-Based Compensation", the Company's
1997 and 1996 net income and earnings per common share would have changed to 
the pro forma amounts indicated below:

<TABLE>
<CAPTION>
<S>                                                 <C>        <C>
		                                                 	1997     		1996
Net income
	As reported (in thousands)                      	$	1,785	   $	1,161
	Pro forma	(in thousands)                         $	1,573   	$  	908

Earnings per common share assuming no dilution:
	As reported                                 	    $ 	0.40   	$ 	0.26
	Pro forma	                                       $ 	0.35   	$ 	0.20
</TABLE>
The fair value of each option grant is estimated on the date of grant using 
the Black-Scholes option-pricing model with the following weighted-average 
assumptions:  no dividend yield for 1997 or 1996, expected volatility of 57% 
and 55% for 1997 and 1996, respectively, risk-free interest rate of 6.22% and 
6.07% for 1997 and 1996, respectively, and expected lives of 3.29 years and 
3.33 years for 1997 and 1996, respectively.
<PAGE>31

The 1992 Employee Incentive Stock Option Plan which will expire on November 12,
2002, provides for the issuance of up to 500,000 shares of the Company's 
common stock.  Options may be granted only to employees of DBA and its 
subsidiaries at an option price not less than the fair market value of DBA 
common stock on the date of grant.  At June 30, 1997, 304,533 of these shares 
were under option.

The 1993 Directors' Stock Option Plan which will expire on November 17, 1998, 
provides for the issuance of up to 200,000 shares of DBA's common stock.  
Options can only be granted to members of the Board of Directors at an option 
price not less than the fair market value of DBA's common stock on the date of 
grant.  At June 30, 1997, 20,000 of these shares were under option.

DBA also grants options not pursuant to a formal plan to officers, directors 
and key employees at the discretion of the Board of Directors.  Options are 
granted at an option price not less than the fair market value of DBA's 
common stock on the date of grant.  At June 30, 1997, options for 25,000 shares
were outstanding.

The following is a summary of the activity in all of DBA's Option Plans for 
the three year period ended June 30, 1997:
<TABLE>
<CAPTION>
<S>                                                <C>             <C>
             				                                              Option Price
		                                                Shares	        Per Share  
Outstanding June 30, 1994                       	304,652 
Options Granted Fiscal 1995	                    	126,100    	$	3.88	-	$	8.63
Options Canceled Fiscal 1995	                   	(43,801)   	$	2.50	-	$	16.25
Options Exercised Fiscal 1995		                  (63,481)   	$	2.50	-	$	4.75

Outstanding June 30, 1995	                       323,470 
Options Granted Fiscal 1996		                    109,600    	$	4.88	-	$	6.00
Options Canceled Fiscal 1996	                   	(53,985)   	$	3.88	-	$	6.75
Options Exercised Fiscal 1996                  		(27,000)   	$	4.75

Outstanding June 30, 1996                        352,085 
Options Granted Fiscal 1997                     		91,750    	$	4.75	-	$	5.50
Options Canceled Fiscal 1997		                   (65,966)   	$	3.88	-	$	6.75
Options Exercised Fiscal 1997                  		(28,336)   	$	3.88

Outstanding June 30, 1997	                    	  349,533 

Shares Exercisable June 30, 1997	               	190,495 	
</TABLE>

5.	COMMITMENTS AND CONTINGENCIES

DBA leases land, office space, manufacturing facilities and various equipment 
under non-cancelable operating leases.  The leased facilities are occupied 
under leases with escalation clauses and terms ranging from one to forty years,
a majority of which can be terminated or renewed at no longer than five (5) 
year intervals at the Company's option.

Total rent expense charged to operations for all operating leases was 
approximately $453,000 in 1997,  $422,000 in 1996, and $396,000 in 1995.
<PAGE>32

Future minimum payments under all operating leases having a remaining non-
cancelable term of more than one year are approximately as follows:
<TABLE>
<CAPTION>
<S>                                                 <C>
For the Year Ended June 30,	                 	(in thousands)
  1998                                        		$  	399
  1999		                                           	124
  2000		                                           	115
  2001	                                           		108
  2002			                                            54
  Thereafter		                                     	703
  Total                                       		$	1,503
</TABLE>

In connection with the sale of the Company's commercial operations to an 
unrelated entity (the "Buyer") in 1987, the Company was named as a guarantor 
under a mortgage assumed by the Buyer.  The mortgage was collateralized by a 
building which the Buyer sold for less than the mortgage value during October 
1994.  In exchange for settlement of the mortgage, the Company received a 
promissory note from the Buyer in the amount of $250,000, plus interest at the 
prime lending rate plus 1.50%.  The note was payable in quarterly installments 
of $16,666 which began March 31, 1995 and concluded March 31, 1997.  On June 30,
1997, the balance outstanding on the promissory note was $0.

As a normal consequence of the Company's business, contract claims against the 
U.S. Government, or agencies thereof, can arise.  Contract claims are comprised
of costs which the Company has incurred and expects to recover from the U.S. 
Government.  The Company had various claims pending against the U.S. Government 
at June 30, 1997 and 1996.

6.	INCOME TAXES

The components of the provision for income taxes are as follows:
<TABLE>
<CAPTION>
<S>                                                      <C>     <C>     <C>
	         		                                             1997  		1996  		1995 
				                                                        (in thousands)
Current Federal income tax expense		                    $	682   	$	85   	$	42 
Current State income tax expense	 		                      136 
Deferred Federal and State income tax expense			          245 				   
	Total		                                               	1,063   	$	85   	$	42
</TABLE>
 
DBA's effective tax rate differs from the statutory federal income tax rate 
for the following reasons:
<TABLE>
<CAPTION>
<S>                                                      <C>      <C>     <C>
		                                                     	1997   		1996  		1995 
			                                                        	(in thousands) 
Computed Federal statutory amount	                    	$	968   	$	423  	$	525 
State income taxes, net of federal benefit		    	        136 
Change in valuation allowance for deferred tax assets			(354)	  	(374)
Other                                                  		(41)    		16  		(109)
	                                                   	$	1,063    	$	85 	 $ 	42 
</TABLE>
<PAGE>33

The tax effect of temporary differences that give rise to deferred tax assets 
and deferred tax liabilities at June 30, 1997 and 1996 are presented below:
<TABLE>
<CAPTION>
<S>                                                 <C>     <C>		
	                                                    1997	     	1996
	                                                      		(in thousands)
Deferred Tax Assets:
Net operating loss carryforwards	                            			$ 	41 
Alternative minimum tax credits					                              399 
Deferred compensation		                              $	117 	     	137 
Reserve for uncompleted contracts			                   510       		92 
Other individually immaterial items			                 216 	    	 340 
Total deferred tax assets	                           		843    		1,009 
 
Deferred Tax Liabilities:
Depreciation			                                      1,020      		982 
Purchase accounting adjustment	                       		68       		63 
Total deferred tax liabilities		                    	1,088    		1,045 
Total net deferred tax asset (liability)          		$	(245      $	(36)
</TABLE>
 
7.	EARNINGS PER SHARE

Earnings per common share and common equivalent share are computed by dividing
net income by the weighted average number of common shares and common 
equivalent shares outstanding during the period.  Common equivalent shares 
consist of common stock which may be issued upon exercise of outstanding stock 
options.  Weighted shares used in 1997, 1996 and 1995 were approximately 
4,479,000, 4,493,000 and 4,460,000, respectively.

In determining earnigs per common share assuming full dilution, consideration 
is given to the additional dilutive effect of common stock equivalents which 
results from year-end market prices exceeding the average market price during 
the period.  Weighted shares used in 1997, 1996 and 1995 were approximately 
4,485,000,  4,493,000 and 4,480,000, respectively.

8.	EMPLOYEE BENEFIT PLANS

Effective July 1, 1981 and most recently amended August 5, 1995, the Company 
adopted a qualified retirement plan (the "Plan") covering all employees who 
meet the eligibility requirement of one month of service.  The Plan has a 
profit-sharing component to which DBA makes contributions equal to amounts 
determined by the Board of Directors.  Expense for the profit-sharing 
component for 1997, 1996 and 1995 was $175,000, $150,000 and $150,000, 
respectively.  Effective July 1, 1989, the Company adopted a qualified 401(k) 
component to which the Company has agreed to contribute an amount equal to 50%
of a participant's contributions up to the lessor of 3% of the employee's 
aggregate compensation or $750.  On December 7, 1996 the Company rescinded the 
$750 cap and modified the Employer Matching Contributions with a sliding scale 
up to a maximum of 6% of the employee's compensation.  Expense for the 401(k) 
component for 1997, 1996 and 1995 was approximately $287,000, $114,000 and 
$119,000, respectively.  Effective July 1, 1988 and most recently restated May 
7, 1995, the Company adopted an Employee Stock Ownership Plan (the "ESOP').  
Contributions to the ESOP are at the discretion of the Board of Directors.  
During the fiscal years 1996 and 1995, accruals towards stock contributions 
were $100,000 and $100,000, respectively.  The actual contributions of stock 
are made from Treasury Stock.  Effective December 16, 1996 the Company t
erminated the ESOP Plan and no contribution was made in fiscal year 1997.
<PAGE>34

9.	OTHER EXPENSE-NET

The components of other expense-net are as follows:
<TABLE>
<CAPTION>

                                           			Year Ended June 30,
<S>                                          <C>       <C>       <C>		
	                                           1997	  	  1996	  	  1995
	                                              (in thousands)
Patent amortization expense	             	$	(112)  	$	(112)  	$	(112)
Other-net	                                 		(59)	   	(181)   		(117)
Total		                                   $	(171)  	$	(293)  	$	(229)
</TABLE>

10.	LITIGATION 

From time to time, as is normal with respect to the nature and kind of business
in which DBA is engaged, various claims, charges and litigation are asserted 
or commenced against DBA arising from or related to product liability, patent, 
breach of warranty, contractual relations or employee relations.  The amounts 
claimed in such litigation may be substantial but may not bear any reasonable 
relationship to the merits of the claim or the extent of any real risk of court
awards.  In the opinion of management, final judgments, if any, which might be 
rendered against DBA in potential or pending litigation, would not have a 
material adverse effect on its assets or business.

The Company maintains officers' and directors' liability insurance which 
insures individual officers and directors of the Company against certain claims 
as well as attorney's fees and related expenses incurred in connection with the 
defense of such claims.
<PAGE>35

                        INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders of DBA Systems, Inc.:

We have audited the accompanying consolidated balance sheets of DBA Systems, 
Inc. and subsidiaries (the Company) as of June 30, 1997 and 1996, and the 
related consolidated statements of income, stockholders' equity and cash flows 
for each of the three years in the period ended June 30, 1997.  Our audits also 
included the financial statement schedule listed in the Index at Item 14.  The 
financial statements and the financial statement schedule are the 
responsibility of the Company's management.  Our responsibility is to express 
an opinion on the financial statements and the financial statement schedule 
based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free of 
material misstatement.  An audit includes examining, on a test basis, evidence 
supporting the amounts and disclosures in the financial statements.  An audit 
also includes assessing the accounting principles used and significant 
estimates made by management, as well as evaluating the overall financial 
statement presentation.  We believe that our audits provide a reasonable basis 
for our opinion.

In our opinion, such consolidated financial statements present fairly, in all 
material respects, the financial position of the Company at June 30, 1997 and 
1996, and the results of its operations and its cash flows for each of the 
three years in the period ended June 30, 1997, in conformity with generally 
accepted accounting principles.  Also, in our opinion, the financial statement 
schedule, when considered in relation to the basic consolidated financial 
statements taken as a whole, presents fairly in all material respects the 
information set forth therein.



DELOITTE & TOUCHE LLP

Orlando, Florida
August 20, 1997
<PAGE>36

                                   SCHEDULE II

                         DBA Systems, Inc. and Subsidiaries
                          Valuation and Qualifying Accounts
                                  (In Thousands)
<TABLE>
<CAPTION>
<S>                       <C>          <C>         <C>         <C>         <C>
             	          Balance at	  Charged to  	Charged	           	  Balance
Allowance for    	      Beginning	   Costs and	   to Other		            at End
Doubtful Accounts      	of Year	     Expense	     Accounts	 Deductions	 of Year

1997                  		$ 200       	$   0       	$   0	      $ (60)    	$ 140

1996	                  	$ 100	       $ 100       	$   2      	$  (2)	    $ 200

1995	 	                 $  96       	$  34       	$   4	      $ (34)	    $ 100


                       	Balance at	   Charged to	  Charged             		Balance
Allowance for 	         Beginning	    Costs and	   to Other		            at End
Obsolete Inventory	     of Year	      Expense	     Accounts  Deductions 	of Year

1997		                  $ 450	        $   5       	$   0     $   (3)	    $ 452

1996	                  	$ 350	        $  76	       $  24     	$   0     	$ 450

1995                  		$ 109	        $  35	       $ 206	     $   0 	    $ 350


                       	Balance at	   Charged to	  Charged		             Balance
Estimated losses on	    Beginning	    Costs and	   to Other            		at End
Uncompleted Contracts	  of Year	      Expense	     Accounts	 Deductions	 of Year

1997		                  $ 271	       $1,016	       $ 112	     $  (1)    	$1,398

1996                  		$ 241	       $  124	       $   0     	$ (94)	    $  271

1995                  		$  45	       $  347       	$   0     	$(151)    	$  241
</TABLE>
<PAGE>37
                             DBA Systems, Inc. and Subsidiaries
                                    EXHIBIT INDEX
<TABLE>
<CAPTION>
<S>                                                     <C>
                                                      Page No.
Exhibit 11 - Computation of earnings per share		         38
Exhibit 21 - Subsidiaries of the Registrant		            39
</TABLE>
<PAGE>38

                                     EXHIBIT 11
                           DBA Systems, Inc. and Subsidiaries
                            COMPUTATION OF EARNINGS PER SHARE
                      (In Thousands, Except Per Share Information)

                                               		Year Ended June 30,

<TABLE>
<CAPTION>
<S>                                       <C>       <C>       <C>
	                                        1997     	1996      1995
 
Net income (A)	                       	$1,785    $1,161	    $1,502

Weighted average shares outstanding 	  	4,449    	4,447     	4,385
Incremental shares-stock options		         30	       46	        75
Subtotal (B)                          		4,479    	4,493     	4,460
Incremental shares-stock options		          6	            	     20
Total (C)		                             4,485    	4,493     	4,480

Primary earnings per share: 
Net Income (A/B)                       		$.40     	$.26      	$.34

Fully diluted earnings per share:
Net income (A/C)                       		$.40     	$.26	      $.34
</TABLE>
<PAGE> 39

                                     EXHIBIT 21

                          SUBSIDIARIES OF THE REGISTRANT

                     (1)	DBA/Delaware Systems Corporation
	                        100% Owned Subsidiary
                        	Incorporated in the State of Delaware

                    (2)	LTM Corporation
	                       100% Owned Subsidiary
	                       Incorporated in the State of Ohio

                    (3)	Energy/Environmental Research Group, Inc.
                       	100% Owned Subsidiary
                       	Incorporated in the State of Arizona

                    (4)	RadarSat of America, Inc.
                       	100% Owned Subsidiary
	                       Incorporated in the State of Florida
<PAGE>40