<PAGE>

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

                                  FORM 10-Q/A

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

               For the Quarterly Period Ended: December 31, 1997
                                               ------------------

                         Commission File Number: 1-9605

                               Media Logic, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)
             

<TABLE>
<S>                                                     <C>
        Massachusetts                                      04-2772354
-------------------------------                         --------------------
(State or other jurisdiction of                         (I.R.S. Employer 
 incorporation or organization)                         Identification No.)
</TABLE>


             310 South Street, P.O. Box 2258, Plainville, MA 02762
             -----------------------------------------------------
              (Address of principal executive offices) (Zip Code)

                                (508) 695-2006
             -----------------------------------------------------
              (Registrant's telephone number, including area code)

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.

                                 X Yes ______No

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

          Common stock, $.01 par value per share - 11,081,076 shares issued and
          outstanding as of February 9, 1998.





<PAGE>

                                      INDEX

                                MEDIA LOGIC, INC.

PART I.  FINANCIAL INFORMATION
------------------------------

Item 1.  Consolidated condensed financial statements (Unaudited)

          Consolidated condensed balance sheets - December 31, 1997 (As
                  Restated) and March 31, 1997

          Consolidated condensed statements of operations - three and nine
                  months ended December 31, 1997 (As Restated) and 1996

          Consolidated condensed statements of cash flows - nine months ended
                  December 31, 1997 and 1996

          Notes to consolidated condensed financial statements - December 31, 
                  1997

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

Part II.  OTHER INFORMATION
---------------------------

Item 1.  Legal Proceedings

Item 2.  Changes in Securities

Item 3.  Defaults upon Senior Securities

Item 4.  Submission of Matters to a Vote of Security Holders

Item 5.  Other Information

Item 6.  Exhibits and Reports on Form 8-K


SIGNATURES
----------


<PAGE>

PART I.  FINANCIAL INFORMATION

                                MEDIA LOGIC, INC.

                      CONSOLIDATED CONDENSED BALANCE SHEETS  
<TABLE>
<CAPTION>

                                                                             
                                                                            (UNAUDITED)
                                                                            December 31,                    March 31,
                                                                                1997                           1997
                                                                     ---------------------------     -------------------------
ASSETS                                                                      As Restated
<S>                                                                  <C>                             <C>
CURRENT ASSETS:
  Cash and cash equivalents                                                         $ 1,357,739                    $2,382,875
  Accounts receivable, net                                                              132,259                       813,993
  Inventories                                                                         3,897,088                     3,563,482
  Prepaid expenses and other current assets                                               4,230                         1,000
                                                                     ---------------------------     -------------------------
          Total current assets                                                        5,393,316                     6,761,350

PROPERTY AND EQUIPMENT, net                                                             318,170                       469,080
DEFERRED FINANCING COSTS                                                              1,451,659                     1,711,829
OTHER ASSETS                                                                             31,364                        30,696
                                                                     ---------------------------     -------------------------

                                                                                     $7,192,509                    $8,972,955
                                                                     ---------------------------     -------------------------
                                                                     ---------------------------     -------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

CURRENT LIABILITIES:
  Accounts payable                                                                  $   482,423                    $1,107,732
  Accrued expenses                                                                      166,728                       293,238
                                                                     ---------------------------     -------------------------
     Total current liabilities                                                          649,151                     1,400,970

CONVERTIBLE SUBORDINATED DEBENTURES                                                   1,009,232                     3,266,663

STOCKHOLDERS' EQUITY:

Common stock, par value $.01 per share; 20,000,000 
shares authorized; 10,253,660 and 6,320,909 shares 
issued and outstanding as of December 31, 1997 and 
March 31, 1997, respectively                                                            102,537                        63,209
Additional paid-in capital                                                           24,941,168                    20,577,945
Accumulated deficit                                                                (19,509,579)                  (16,335,832)
                                                                     ---------------------------     -------------------------
     Total stockholders' equity                                                       5,534,126                     4,305,322
                                                                     ---------------------------     -------------------------

                                                                                     $7,192,509                    $8,972,955
                                                                     ---------------------------     -------------------------
                                                                     ---------------------------     -------------------------
</TABLE>


            SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS




<PAGE>

PART I.  FINANCIAL INFORMATION
------------------------------

                                MEDIA LOGIC, INC.

           CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>

                                                    Three Months Ended                          Nine Months Ended
                                                       December 31,                               December 31,

                                                1997                   1996                  1997                 1996
                                         -------------------    -------------------    -----------------   -------------------
                                                As Restated                                 As Restated

<S>                                      <C>                    <C>                    <C>                 <C>
NET SALES                                        $  200,749             $  897,376        $     968,375            $2,972,809

COSTS AND EXPENSES:
  Cost of products sold                             136,818                739,535              628,110             2,017,060
  Selling, general and administrative 
  expenses                                          644,210                883,465            1,926,134             2,820,786
  Research and development expenses                 279,824                463,436              959,076             1,316,292
                                         -------------------    -------------------    -----------------   -------------------

LOSS FROM OPERATIONS                             $(860,103)           $(1,189,060)         $(2,544,945)          $(3,181,329)

OTHER INCOME (EXPENSE):
  Interest income                                         -                      -               18,897                73,035
  Interest expense-convertible 
  debentures                                      (215,993)                      -            (653,278)                     -
  Other                                                 979                  1,273                5,579               (4,808)
                                         -------------------    -------------------    -----------------   -------------------

LOSS BEFORE INCOME TAXES                       $(1,075,117)           $(1,187,787)         $(3,173,747)          $(3,113,102)

PROVISION FOR INCOME TAXES                                -                      -                    -                46,122
                                         -------------------    -------------------    -----------------   -------------------

NET LOSS                                       $(1,075,117)           $(1,187,787)         $(3,173,747)          $(3,159,224)
                                         -------------------    -------------------    -----------------   -------------------
                                         -------------------    -------------------    -----------------   -------------------

BASIC AND DILUTED  LOSS PER SHARE                    $(.13)                 $(.19)                $(.44)               $(.50)
(NOTE 4)
                                         -------------------    -------------------    -----------------   -------------------
                                         -------------------    -------------------    -----------------   -------------------

WEIGHTED AVERAGE NUMBER OF 
COMMON SHARES OUTSTANDING                         8,330,927              6,315,439            7,236,279             6,255,950
                                         -------------------    -------------------    -----------------   -------------------
                                         -------------------    -------------------    -----------------   -------------------
</TABLE>





            SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS




<PAGE>

PART I.  FINANCIAL INFORMATION

                                MEDIA LOGIC, INC.

           CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                        NINE MONTHS ENDED
                                                                                          DECEMBER 31,
                                                                                   1997                   1996
                                                                             ------------------     -----------------
<S>                                                                          <C>                    <C>         
CASH (USED) BY OPERATING ACTIVITIES                                               $(2,812,318)          $(3,239,991)
                                                                             ------------------     -----------------

CASH PROVIDED (USED) BY INVESTING ACTIVITIES:
Sale (purchase) of property and equipment, net                                         (9,663)             (115,100)
(Increase) in other assets                                                               (668)                     -
                                                                             ------------------     -----------------

                                                                                      (10,331)             (115,100)
                                                                             ------------------     -----------------

CASH PROVIDED BY FINANCING ACTIVITIES:
Exercise of stock options                                                                1,200               117,277
Net proceeds from issuance of convertible debentures                                   607,342                     -
Net proceeds from issuance of common stock                                           1,188,971                     -
Issuance of common stock upon conversion of debentures                               2,919,806                     -
Decrease in debentures upon conversion                                             (2,919,806)                     -
                                                                             ------------------     -----------------

                                                                                     1,797,513               117,277
                                                                             ------------------     -----------------

NET INCREASE (DECREASE) IN CASH                                                    (1,025,136)           (3,237,814)

CASH BALANCE, BEGINNING OF  PERIOD                                                   2,382,875             3,545,477
                                                                             ------------------     -----------------
                                                                             ------------------     -----------------

CASH BALANCE, END OF PERIOD                                                         $1,357,739           $   307,663
                                                                             ------------------     -----------------
                                                                             ------------------     -----------------
</TABLE>






            SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS




<PAGE>

PART I.  FINANCIAL INFORMATION

                                MEDIA LOGIC, INC.

        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                                December 31, 1997

(1) Operations and Basis of Presentation
    ------------------------------------
Media Logic, Inc. (the "Company") designs and manufactures tape-based data
storage libraries targeted at the information needs of small to mid-sized
businesses. The Company also supplies evaluation equipment for flexible computer
disks and tape, and manufactures and sells industrial duplication equipment for
high volume and high reliability applications.

As permitted by the rules of the Securities and Exchange Commission applicable
to quarterly reports on Form 10-Q, these notes are condensed and do not contain
all disclosures required by generally accepted accounting principles. Reference
should be made to the consolidated financial statements and related notes
included in the Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1997 and the Company's Quarterly Reports on Form 10-Q for the
quarterly periods ended June 30, 1997 and September 30, 1997.

In the opinion of the Company's management, the accompanying consolidated
condensed financial statements contain all adjustments (consisting of only
normal recurring items) necessary to present fairly the Company's financial
position at December 31, 1997, and the results of its operations and its cash
flows for the nine months ended December 31, 1997 and December 31, 1996.

(2) Restatement of Financial Information
    ------------------------------------
The Company has restated its consolidated condensed financial statements for the
unaudited quarter ended December 31, 1997, because subsequent to the issuance of
the Company's financial statements for the quarter ended December 31, 1997
certain products sold by the Company were returned. The restatement reflects the
reversal of certain product sales recorded in the third quarter, consisting
primarily of initial production tape library units which, despite efforts by the
Company to remedy customers' concerns regarding problems with the units, payment
was not received and the product was subsequently returned. In the opinion of
management, all material adjustments necessary to correct the financial
statements have been recorded.

A summary of the impact of such restatement on the financial statements for the
unaudited three and nine month periods ended December 31, 1997 is as follows:

<TABLE>
<CAPTION>

                                                    Three Months Ended                          Nine Months Ended
                                                     December 31, 1997                          December 31, 1997

                                             Previously            As Restated            Previously           As Restated
                                              Reported                                     Reported
                                         -------------------    -------------------    ------------------    -----------------

<S>                                             <C>                    <C>                   <C>                  <C>
Net Sales                                        $  450,749             $  200,749           $ 1,218,375          $   968,375
Cost of products sold                               261,818                136,818               753,110              628,110
Loss from operations                              (735,103)              (860,103)           (2,419,945)          (2,544,945)
Net Loss                                          (950,117)            (1,075,117)           (3,048,747)          (3,173,747)
Basic and diluted loss per share                    $(0.11)                $(0.13)               $(0.42)              $(0.44)
Accounts receivable                                                                              382,259              132,259
Inventory                                                                                      3,772,088            3,897,088
Total assets                                                                                 $ 7,317,509          $ 7,192,509
</TABLE>




<PAGE>


(3) Inventories

<TABLE>
<CAPTION>
                                                         December 31, 1997                 March 31, 1997
                                                 Previously            As Restated
                                                   Reported

<S>                                           <C>                    <C>                    <C>
Raw materials                                 $   1,873,399          $   1,873,399          $  1,808,917
Work in process                                     160,082                160,082               168,762
Finished goods                                    1,738,607              1,863,607             1,585,803
                                              -------------              ---------             ---------
                                              $   3,772,088          $   3,897,088          $  3,563,482
                                              -------------          -------------          ------------
</TABLE>


(4) Loss per Share
    --------------
Net loss per share is computed by dividing the net loss by the weighted average
number of shares of common stock outstanding during the period. Common stock
equivalents were not considered in the determination of net loss per share as
their inclusion would be anti-dilutive.

(5) Convertible Debentures
    ----------------------
On March 24, 1997, the Company issued 7% convertible subordinated debentures
(the "Debentures") with gross proceeds of $3,530,000. Each debenture has a face
amount of $10,000 and bears interest at 7% per annum. Interest is payable upon
conversion or redemption of the Debentures and is payable in either cash or
shares of common stock at the average market price of common stock over the five
days preceding the conversion dates, at the option of the Company.

The Debentures are convertible at the option of the holder into common stock of
the Company. In connection with the Company's private placement of common stock
in December 1997, on December 29, 1997, all of the remaining holders of the
Debentures and the Company agreed to set a fixed conversion price for the
Debentures of $.90 per share of common stock until January 28, 1998 and
thereafter of the lower of (i) $2.805, which amount is 120% of the average
closing bid price of the common stock as calculated over the five trading-day
period ending on March 21, 1997 and (ii) 80% of the average closing bid price of
the common stock as calculated over the five trading-day period immediately
preceding the date of conversion, subject to a $.90 per share minimum conversion
price. The Debentures mature on March 24, 2000 and automatically convert on that
date at the then current conversion price.

In connection with the issuance of the Debentures, the Company issued warrants
to purchase 1,550,870 shares of common stock at $3.00 per share and 200,000
shares of common stock at $2.00 per share. 650,870 of the warrants to purchase
shares of common stock at an exercise price of $3.00 per share are exercisable
at any time prior to September 22, 2001 and 900,000 of such warrants are
exercisable at any time on or prior to March 24, 2002.

The Company recognized the estimated fair value of the warrants based on the
Black-Scholes valuation model and the guaranteed return conversion feature
attributable to the Debentures as deferred financing costs with an increase to
additional paid-in capital. These amounted to $1,228,000 along with actual cash
financing costs of approximately $484,000. Deferred financing costs are being
amortized over three years, the stated term of the Debentures, and are included
in "Interest expense-convertible debentures", which is a non-cash expense, in
the accompanying Consolidated Condensed Statements of Operations. To the extent
that the Debentures are converted, any unamortized deferred financing costs will
be charged against additional paid-in capital.




<PAGE>

On October 29, 1997, the Company issued 7% convertible debentures ("the October
Debentures") with gross proceeds of $750,000. The October Debentures mature on
October 29, 2000 and are convertible into the Company's common stock prior to
that date at the option of the holder at a conversion price equal to $.90 per
share until January 28, 1998 and thereafter equal to the lower of (i) 80% of the
average closing bid price for the common stock for the five days prior to the
conversion date and (ii) $1.95 per share, subject to a $.90 per share minimum
conversion price. In connection with the issuance of the October Debentures, the
Company issued warrants to purchase 500,000 shares of common stock at $2.00 per
share, with an expiration date of January 25, 2003. The Company recognized the
estimated fair value of the warrants based on the Black-Scholes valuation model
and the guaranteed return conversion feature as deferred financing costs with an
increase to additional paid-in capital. These amounted to approximately
$342,000, with actual cash financing costs of approximately $142,000, and are
being amortized over three years, the stated term of the October Debentures, and
are included in "Interest expense-convertible debentures", which are a non-cash
expense, in the accompanying Consolidated Condensed Statements of Operations.
Unamortized deferred financing costs will be charged against additional paid-in
capital to the extent that the October Debentures are converted.

(6) Common Stock
    ------------
On December 29, 1997, the Company sold 1,700,000 shares of common stock (the
"December Private Placement") with gross proceeds of $1,530,000. Costs
associated with this financing of approximately $340,000 were charged to
additional paid-in capital. In connection with the December Private Placement,
the Company issued warrants to purchase 1,000,000 shares of common stock at an
exercise price of $3.00 per share and warrants to purchase 1,000,000 shares of
common stock at an exercise price of $1.50 per share. The Company is also
obligated to issue warrants to purchase an aggregate of 500,000 shares of common
stock at an exercise price of $2.00 per share to the placement agents for the
December Private Placement.




<PAGE>

Management's Discussion and Analysis of Financial Condition and Results of 
Operations Three and Nine Months Ended December 31, 1997 Compared to Three 
and Nine Months Ended December 31, 1996

The Company has restated its consolidated condensed financial statements for 
the unaudited quarter ended December 31, 1997, because subsequent to the 
issuance of the Company's financial statements for the quarter ended December 
31, 1997 certain products sold by the Company were returned. The restatement 
reflects the reversal of certain product sales recorded in the third quarter, 
consisting primarily of initial production tape library units which, despite 
efforts by the Company to remedy customers' concerns regarding problems with 
the units, payment was not received and the product was subsequently 
returned. In the opinion of management, all material adjustments necessary to 
correct the financial statements have been recorded. The discussion below 
reflects such changes.

Results of operations
---------------------

Sales:
------

Sales for the three and nine month periods ended December 31, 1997 were 
$200,749 and $968,375 as compared with $897,376 and $2,972,809 for the three 
and nine month periods ended December 31, 1996, representing sales decreases 
from the three and nine month periods ended December 31, 1996 of 77.6% and 
67.4%, respectively. Demand for the Company's traditional products continues 
to decline, while sales of the Company's Automated Data Library ("ADL") line 
have not been sufficient to offset this decline.

The Company is primarily focused on the sale of its ADL products. The Company 
is also continuing to pursue its traditional product lines, which includes 
not only the sale of new certification, test and duplication equipment but 
also upgrades, spare parts and maintenance for previously sold units.

Gross Profit:
-------------
Gross profit for the three and nine months ended December 31, 1997 was $63,931
(31.8%) and $340,265 (35.1%) as compared with $157,841 (17.6%) and $955,749
(32.1%) for the three and nine months ended December 31, 1996.

Expenses:
---------
Selling, general and administrative ("SG&A") expenses for the three and nine
months ended December 31, 1997 were $644,210 (320.9% of sales) and $1,926,134
(198.9% of sales) as compared with $883,465 (98.4% of sales) and $2,820,786
(94.9% of sales) for the three and nine months ended December 31, 1996. The
Company's total SG&A expenses have been significantly reduced by the Company's
consolidation of all ADL operations in Plainville, MA.

Research and development ("R&D") expenses for the three and nine month 
periods ended December 31, 1997 were $279,824 (139.4% of sales) and $959,076 
(99.0% of sales) as compared to $463,436 (51.6% of sales) and $1,316,292 
(44.3% of sales) for the three and nine month periods ended December 31, 
1996. All of the Company's R&D expenses for the three and nine months ended 
December 31, 1997 were related to the development of the ADL product line. 
During the quarter ended September 30, 1997, all R&D operations were 
consolidated in Plainville, resulting in a decline in R&D expenses.

<PAGE>

Interest expense-convertible debentures, a non-cash item, represents the
amortization of assigned deferred costs in accordance with generally accepted
accounting principles in conjunction with the issuance of the Company's 7%
Convertible Subordinated Debentures and 7% Convertible Debentures. See Note 5 of
Notes to Consolidated Condensed Financial Statements.

Liquidity and Capital Resources:
--------------------------------
At December 31, 1997, the Company had working capital of $4.7 million compared
to $5.4 million at March 31, 1997. The current ratio was 8.3 to 1 as of December
31, 1997 and 4.8 to 1 as of March 31, 1997. The decrease in working capital is
principally due to significant operating losses and funding of the development
and introduction to the marketplace of the ADL family of products.

On March 24, 1997, the Company issued $3,530,000 aggregate principal amount of
7% Convertible Subordinated Debentures (the "Debentures") in a private placement
exempt from registration under Regulation D under the Securities Act of 1933, as
amended, (the "Securities Act"). The Debentures mature on March 24, 2000 and are
convertible into the Company's common stock prior to that date at the option of
the holder. In connection with the Company's private placement of common stock
in December 1997, all of the remaining holders of the Debentures and the Company
agreed to set a fixed conversion price for the Debentures of $.90 per share of
common stock until January 28, 1998 and thereafter at the lower of (i) $2.805,
which amount is 120% of the average closing bid price of the common stock as
calculated over the five trading-day period ending on March 21, 1997 and (ii)
80% of the average closing bid price of the common stock as calculated over the
five trading-day period immediately preceding the date of conversion, subject to
a $.90 per share minimum conversion price. In connection with the issuance of
the Debentures, the Company issued warrants to purchase 1,550,870 shares of
common stock at an exercise price of $3.00 per share and warrants to purchase
200,000 shares of common stock at $2.00 per share. During the quarter ended
September 30, 1997, Debentures aggregating $1,770,000, plus accrued interest,
were converted into 1,341,788 shares of the Company's common stock. During the
quarter ended December 31, 1997, Debentures aggregating $1,060,000, plus accrued
interest, were converted into 890,363 shares of the Company's common stock.
Subsequent to December 31, 1997, Debentures aggregating $700,000, plus accrued
interest, were converted into 807,416 shares of the Company's common stock. All
of these Debentures have now been converted.

On October 29, 1997, the Company issued $750,000 aggregate principal amount of
7% Convertible Debentures (the "October Debentures") in a private placement
exempt from registration under Regulation D under the Securities Act, with gross
proceeds of $750,000. The October Debentures mature on October 29, 2000 and are
convertible into the Company's common stock prior to that date at the option of
the holder at a conversion price equal to $.90 per share until January 28, 1998
and thereafter equal to the lower of (i) 80% of the average closing bid price
for the common stock for the five days prior to the conversion date, and (ii)
$1.95 per share, subject to a $.90 minimum conversion price. In connection with
the issuance of the October Debentures, the Company issued warrants to purchase
500,000 shares of common stock at an exercise price of $2.00 per share.

On December 29, 1997, the Company sold 1,700,000 shares of common stock in a
private placement (the "December Private Placement") exempt from registration
under Regulation D under 




<PAGE>

the Securities Act, with gross proceeds of $1,530,000. Costs associated with 
this financing of approximately $340,000 were charged to additional paid-in 
capital. In connection with the December Private Placement, the Company 
issued warrants to purchase 1,000,000 shares of common stock at an exercise 
price of $3.00 per share and warrants to purchase 1,000,000 shares of common 
stock at an exercise price of $1.50 per share. The Company is also obligated 
to issue warrants to purchase an aggregate of 500,000 shares of common stock 
at an exercise price of $2.00 per share to the placement agents for the 
December Private Placement.

The Company, because of its continuing losses from operations, anticipates that,
unless revenues increase significantly, it will not have sufficient cash
resources for the next twelve months and it will require additional capital in
order to continue its operations. The Company has no assurance that it will be
able to raise such additional capital, if needed, in a timely manner or on
favorable terms, if at all. If the Company is unable to increase revenues
significantly and/or secure additional financing, the Company could be forced to
curtail or discontinue its operations. The Company does not fully satisfy all of
the American Stock Exchange guidelines for continued listing and there is no
assurance listing will be continued.

The Company continually monitors the changing business conditions and takes
whatever actions it deems necessary to protect and promote the Company's
interests.

Uncertainties
-------------
The discussion in this report which express "belief", "anticipation", "plans",
"expectation", "future" or "intention" as well as other statements which are not
historical fact are forward- looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements are based on
management's current expectations and involve a number of risks and
uncertainties. The Company's actual results could differ significantly from the
results discussed in these forward-looking statements. Factors that could cause
future results to differ materially from such expectations include, but are not
limited to: the uncertainty surrounding the Company's change in product base
from floppy disk/magnetic tape certifiers and evaluators to automated data
libraries: the Company's limited experience in manufacturing, marketing and
selling automated data libraries and the risk that the Company's new products
may not be able to be marketed at acceptable prices or receive commercial
acceptance in the markets that the Company expects to target; the loss of the
services of one or more of the Company's key individuals, which could have a
material adverse impact on the Company; the development of competing or superior
technologies and products from competitors, many of whom have substantially
greater financial, technical and other resources than the Company; the cyclical
nature of the computer industry; the availability of additional capital to fund
continued operations on acceptable terms, if at all; and, general economic
conditions in both the United States and overseas markets. As a result, the
Company's future operations involve a high degree of risk.




<PAGE>

PART II.  OTHER INFORMATION
---------------------------

      Item 1.  LEGAL PROCEEDINGS

               None

      Item 2.  CHANGES IN SECURITIES

               During the quarter ended December 31, 1997, 890,363 shares of the
               Company's common stock were issued upon the conversion of an
               aggregate of $1,060,000 principal amount of 7% Convertible
               Subordinated Debentures, plus interest.

               Subsequent to December 31, 1997, 807,416 shares of the Company's
               common stock were issued upon the conversion of an aggregate of
               $700,000 principal amount of 7% Convertible Subordinated
               Debentures, plus interest.

               On October 29, 1997, the Company sold $750,000 aggregate
               principal amount of 7% Convertible Debentures (the "October
               Debentures") to an accredited investor, F.T.S. Worldwide
               Corporation ("FTS"), in a private placement (the "October
               Financing") exempt from registration pursuant to Rule 506 of
               Regulation D under the Securities Act of 1993, as amended (the
               "Securities Act") for gross proceeds of $750,000. The principal
               amount of the October Debentures is convertible into shares of
               the Company's common stock based on a predetermined formula. The
               price at which the October Debentures will convert will be $.90
               per share until January 28, 1998 and thereafter will be the lower
               of (i) $1.95, and (ii) 80% of the average closing bid price of
               the common stock as calculated over the five trading- day period
               immediately preceding the date of conversion, subject to a $.90
               per share minimum conversion price. The October Debentures bear
               interest at a rate of 7% per year. Interest is payable only upon
               conversion of the October Debentures and, at the Company's
               option, is payable either in cash or in shares of the Company's
               common stock based on the average closing sale price of the
               common stock as calculated over the five trading-day period
               ending on the trading day immediately preceding the date of
               conversion. In connection with the October Financing, the Company
               issued warrants to purchase 500,000 shares of common stock which
               are exercisable at any time during the period commencing January
               26, 1998 and ending January 25, 2003 at an exercise price of
               $2.00 per share.

               On December 29, 1997, the Company sold an aggregate of 1,700,000
               shares of common stock to two accredited investors, Imprimis SB
               L.P. and Wexford Spectrum Investors LLC (together,"Wexford"), for
               gross proceeds of $1,530,000 in a private placement (the
               "December Financing") exempt from registration pursuant to Rule
               506 of Regulation D under the Securities Act. For so long as
               Wexford and its affiliates own at least 5% of the issued and
               outstanding common stock of the Company on a fully diluted basis,
               the Company may not make any distributions or pay any dividends
               to its stockholders without the prior written consent of Wexford.
               In connection with the December Private Placement, the Company
               issued warrants (the "Wexford Warrants") to purchase an aggregate
               of 2,000,000 shares of common


<PAGE>



               stock. 1,000,000 of such warrants are exercisable at an exercise
               price of $3.00 per share and 1,000,000 of such warrants are
               exercisable at an exercise price of $1.50 per share. The Wexford
               Warrants may be exercised at any time prior to December 29, 2002.
               The Company is also obligated to issue warrants (the "December
               Warrants") to purchase an aggregate of 500,000 shares of common
               stock at an exercise price of $2.00 per share to the placement
               agents for the December Private Placement. The December Warrants
               will be exercisable at any time during the period commencing
               March 29, 1998 and ending March 29, 2003.

      Item 3.  DEFAULTS UPON SENIOR SECURITIES

               None

      Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

               None

      Item 5.  OTHER INFORMATION

               None

      Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

                  (a) Exhibits

                           27       Financial data schedule

                  (b) Reports on Form 8-K

                    The Company filed a report on Form 8-K dated December 31,
                    1997 announcing that (i) on October 29, 1997 the Company had
                    completed the October Financing in which it raised gross
                    proceeds of $750,000, (ii) on December 29, 1997, the Company
                    had completed the December Financing in which it raised
                    gross proceeds of $1,530,000 and (iii) on December 29, 1997,
                    FTS and the Company signed Amendment No. 1 to Convertible
                    Debentures Due October 29, 2000 in which FTS and the Company
                    agreed to set a fixed conversion price for the October
                    Debentures of $0.90 per share of common stock until 30 days
                    after the closing of the December Financing and thereafter
                    to set a minimum conversion price of $0.90 per share of
                    common stock.




<PAGE>

                                   SIGNATURES

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

                                               MEDIA LOGIC, INC.

Date:  June 26, 1998                           /s/ John T. Loughran
       -------------                           -------------------------
                                               John T. Loughran
                                               Principal Accounting Officer