SECURITIES AND EXCHANGE COMMISSION

                 Washington,  D.C.  20549

                         Form 10-Q

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


For Quarter Ended:               December 31, 1996

Commission File Number:    33-15750-LA


                      OPTIFUND, INC.
(Exact name of registrant as specified in its charter)

        Arizona                       86-025995
(State of incorporation)           (I.R.S. Employer
                                   Identification No.)

3720 East Mountain View, Phoenix, Arizona    85028
(Address of principal executive offices) (Zip Code)


Registrant's telephone number, including area code:
(602) 996-0800


    Indicate by check mark whether 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 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 the number of shares outstanding of each of the 
issuer's classes of common stock, as of the latest practical date.

    6,460,005 shares of Class A Common Stock, no par value,     
    as of December 31, 1996.

<PAGE>



                       OPTIFUND, INC. AND SUBSIDIARY

                                 FORM 10-Q


Table of Contents



PART I   FINANCIAL INFORMATION                      Page

   Item 1.   Financial Statements

        A.   Consolidated Balance Sheets              3
             Dec 31, 1996 (unaudited) &
             Dec 31, 1995 (unaudited)
               
        B.   Consolidated Statements of               4 
             Operations Three Months Ended
             Dec 31, 1996 (unaudited) &
             Dec 31, 1995 (unaudited)
 
        C.   Consolidated Statements of               5
             Cash Flows Three Months Ended
             Dec 31, 1996 (unaudited) &
             Dec 31, 1995 (unaudited)
         
        D.   Notes to Consolidated Financial          6
             Statements 

   Item 2.   Management's Discussion and Analysis     6
             of Financial Condition and Results 
             of Operations

PART II  OTHER INFORMATION                            10


SIGNATURES                                            11
<PAGE>

<TABLE>

                     OPTIFUND, INC. AND SUBSIDIARY

                      CONSOLIDATED BALANCE SHEETS
                             (Unaudited)
				
<CAPTION>        
                              December 31,  December 31,
                                  1996           1995
                              ____________________________    

<S>                           <C>             <C> 
		      ASSETS
CURRENT ASSETS:
 Cash                         $    13,039     $       578   
                              ___________     ___________
 Total Current Assets         $    13,039     $       578
</TABLE>
<TABLE>

<CAPTION>	
		LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                           <C>             <C>
CURRENT LIABILITIES:
	Accrued expenses and other 
          Liabilities         $     3,000     $     2,000
                              ___________     ___________
 Total Current Liabilities    $     3,000     $     2,000

STOCKHOLDERS EQUITY:
 Common Stock                   2,484,734       2,464,734
 Accumulated Deficit           (2,474,695)     (2,466,156)
                              ___________     ___________
TOTAL STOCKHOLDERS EQUITY     $    10,039    $ (    1,422)    

TOTAL LIABILITIES &
STOCKHOLDERS EQUITY           $    13,039     $       578
<FN>
See notes to consolidated Financial Statements.
</TABLE>

<PAGE>
<TABLE>

                      OPTIFUND, INC. AND SUBSIDIARY

                   CONSOLIDATED STATEMENTS OF OPERATIONS
                               (Unaudited)

<CAPTION>                                    
                                      Three Months Ended
                                         December 31,                 
                                  ___________________________                                       
                                      1996            1995
<S>                               <C>             <C>
REVENUES                          $       -0-     $       -0-

EXPENSES
  Selling, general and
    administrative expenses       $       411     $       887
                                  ___________     ___________

NET INCOME OR (LOSS)              $      (411)    $      (887)
                                  ___________     ___________
NET INCOME OR LOSS PER COMMON
   SHARE                                  -0-             -0-

WEIGHTED AVERAGE NUMBER OF 
   COMMON SHARES OUTSTANDING        6,460,005       5,510,005

<FN>
See notes to Consolidated Financial Statements.
</TABLE>

<PAGE>
<TABLE>


                  OPTIFUND, INC. AND SUBSIDIARY

               CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (Unaudited)
<CAPTION>
                                       Three Months Ended       
                                        December 31, 1996    
                                       1996            1995  
                                    _________________________  
<S>                                 <C>            <C>   
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income or (Loss)                $ (  411)        $ (  887)
                                     _______         _________
Net Cash Used In Operations           (  411)          (  887)

CASH FLOWS FROM FINANCING ACTIVITIES:

     Borrowings from stock-
       holder                       $    -0-         $  2,000
                                    ________         ________
     NET CASH PROVIDED BY
     FINANCING ACTIVITIES           $    -0-         $  2,000
                                    ________         ________ 
NET INCREASE (DECREASE) IN
  CASH                              $ (  411)        $ (  887)  
CASH, beginning of period             13,450            1,465
                                     ________        ________
CASH, end of period                 $ 13,039         $    579
<FN>
See notes to Consolidated Financial Statements.
</TABLE>

<PAGE>


                 Optifund, Inc. and Subsidiary

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


A.   BASIS OF CONSOLIDATED FINANCIAL STATEMENTS

The accompanying consolidated financial statements of the Company
have been prepared by the Company and are unaudited. In the opinion
of management, all adjustments necessary for the fair presentation of
this information, including normal recurring accruals and adjustments,
have been made.

Certain information and footnote disclosures normally included in 
consolidated financial statements prepared in conformance with 
generally accepted accounting principles have been omitted.  This 
report should be read in conjunction with the Company's consolidated 
financial statements as set forth in Form 10-K filed by the Company 
with the Securities and Exchange Commission (the "Commission") for
the year ended March 31, 1996.  The results of operations for the
interim period are not necessarily indicative of the results to be
obtained for the entire year.

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

     As a result of continuing financial difficulties, in June 1989,
the Company sold substantially all of its assets to Kamar, Inc.
(Kamar). Pursuant to the terms of the purchase agreement, Kamar 
purchased substantially all of the Company's assets and assumed 
certain of the Company's liabilities and since then the Company  
has conducted no operations.  Consequently, during the quarters 
ended Dec 31, 1996, and Dec 31, 1995, the Company had no sales 
and did not incur any costs of goods sold.

     The expenses incurred during the three-month periods ended 
Dec 31, 1996 and Dec 31, 1995 were nominal.


LIQUIDITY AND CAPITAL RESOURCES

     The Company has virtually no liquidity.  The Company continues
to exist, but no longer operates as a manufacturer of printed circuits.

     The only source of liquidity has been loans made by Mr. Robert G. 
Loeb, the Company's largest shareholder.  In view of the Company's
financial condition, credit is not available to the Company. The 
Company has no means of repaying the loans, other than through the
issuance of stock. Loan proceeds have been applied to pay expenses
necessary to continue the Company's existence, wind down operations, 
and resolve various matters, including a dispute with the Internal
Revenue Service.  The Company continues to have a need for legal and
accounting services to maintain its existence. To date these services
and other expenses have been funded by Mr. Robert G. Loeb, the principal
shareholder, who has loaned monies to the Company to pay expenses.

     The Company has engaged in various transactions with its largest
shareholder, Mr. Robert G. Loeb.  As of July 23, 1992, Mr. Loeb agreed
to discharge $15,324 in debts owed to him by the Company in exchange
for the issuance of 750,000 shares of the Company's Class A Common Stock
at a price of $0.02 per share.  Mr. Loeb had advanced the $15,324 to 
the Company in order to meet operating costs. In addition, Mr. Loeb 
contributed $6,000 for 300,000 shares of the Company's Class A Common 
Stock at a price of $ 0.02 per share. Such amounts were applied by the
Company to pay legal and accounting expenses.

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES  - continued

     In addition to paying the Company's expenses, Mr. Loeb previously
delivered a personal note to the Company's legal counsel agreeing to
pay attorneys' fees.  As of July 23, 1992, the Company's Board of
Directors authorized the issuance of up to 1,250,000 shares of the
Class A Common Stock to members of the Board of Directors and other
sophisticated persons in order to obtain funds to pay the Company's 
obligations.

     Effective as of August 1, 1992, the Company redeemed 1,687,500 
shares of Mr. Loeb's Class B Common Stock at a price of $0.01 per
share in accordance with the mandatory redemption provisions of the 
Articles of Incorporation relating to these shares. Mr. Loeb's Class 
B Shares have been surrendered and cancelled. Notwithstanding the 
fact the Company did not have sufficient cash to pay the redemption
price, Mr. Loeb agreed to accept a demand note in the amount of 
$16,875. from the Company for the redemption price. In March 1993
Mr. Loeb agreed to accept the issuance of 843,750 shares of its
Class A Common Stock at a price of $0.02 per share, in payment 
of the note. In addition, 66,255 shares of Class A Common Stock
were issued to Mr. Loeb in exchange for advances Mr. Loeb had
made to the Company to cover operating expenses and the payment
of taxes. 

     As of March 15, 1994, the Board of Directors authorized the
issuance of an additional 600,000 shares of the Company's Class A 
Common Stock to Mr. Loeb in exchange for $12,000. advanced by 
Mr. Loeb to the Company to cover the Company's operating expenses.

    	As of March 14, 1995, the Board of Directors authorized the 
issuance of an additional 1,000,000 shares of the Company's Class A
Common Stock to Mr. Loeb in exchange for $20,000. Mr. Loeb had 
advanced to the Company.

     As of March 31, 1996 the Board of Directors agreed to issue
an additional 1,000,000 shares of its Class A Common Stock in 
consideration of Mr. Loeb's agreeing  to discharge $20,000. of 
indebtedness owed to him by the Company.  These share were issued 
to Mr. Loeb on April 12, 1996.

     Management of the Company continues to explore possibilities 
of merging the Company with a business interested in becoming 
publicly owned and, in that connection, management has explored a 
number of different opportunities, none of which have come to 
fruition. Management is currently exploring the possibility of the
Company entering into one or more joint ventures that would allow 
the Company to generate income, thereby making the Company more 
attractive if an appropriate merger candidate is identified. Although  
no assurances can be given management believes that a merger with 
another company seeking to acquire a publicly owned corporation is 
the most favorable means by which shareholders will obtain any return
of their investment. The Company has no significant assets other than
its tax loss carry foreward and does not have material tangible assets.

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES - continued

     The Company has also contacted investment bankers to assist 
it in identifying possible merger candidates who may be able to 
take advantage of the Company's tax loss carry forward or its
publicly held status. To date, these efforts have not been successful.
If continuing efforts to exploit these opportunities fail, the Company 
may liquidate.

     Before recommending liquidation, management intends to explore all
available opportunities that would allow shareholders to recover some
portion of their investment.

<PAGE>
                PART II - OTHER INFORMATION


Item 1. 	Legal Proceedings
		
       		None

Item 2. 	Changes in Securities

       		None

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 required by Item 601 of Regulation S-K

              No.                  Description

           Exhibit 4   Instruments defining the rights of security
                       holders, including indentures:		

                       a.  Article IV of the Articles of Incorporation
                           of Optifund, inc., filed as Exhibit 4.A to 
                           Optifund's Registration Statement of Form S-18
                           (File No. 33-15750-LA) effective September 2,
                           1987, and incorporated herein by reference.

                       b.  Section 5 of Optifund, Inc.'s Bylaws filed
                           as Exhibit 4.B to Optifund's Registration
                           Statement of Form s-18 (File No. 33-15750-LA)
                           effective September 2, 1987, and incorporated
                           herein by reference.

         (b) Report on Form 8-K

         The Company did not file any reports on Form 8-k during the  
three month period ended December 31, 1996.
<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.


                              OPTIFUND, INC.
                              Registrant


February 14, 1997             Robert G. Loeb 
Date                          Robert G. Loeb                       
                              Chief Executive Officer 
                              and Chairman of the Board
<PAGE>						

                         OPTIFUND, INC.
                 INDEX TO EXHIBITS TO FORM 10-Q

Exhibit                   Description

Exhibit 4    Instruments defining the rights of securities 
             holders, including indentures:

             A.  Article IV of the Articles of Incorporation
                 of Optifund, filed as Exhibit 4.A to 
                 Optifund's Registration Statement on Form
                 S-18 (File No.33-15750-LA), effective   
                 September 2, 1987, and incorporated herein
                 by reference.
                  
             B.  Section 5 of Optifund's Bylaws filed as  
                 Exhibit 4.B of Optifund's Registration
                 Statement on Form S-18 (File No.33-15750-LA), 
                 effective September 2, 1987, and incorporated  
                 herein by reference.
<PAGE>