SECURITIES AND EXCHANGE COMMISSION                                
Washington, D.C.   20549
FORM 10-KSB
(    ) Annual Report Pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934
 
(  X  )Annual Report Pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934 for the fiscal year ended December 31, 1997

 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:   33-85218C 

ULTRADATA SYSTEMS, INCORPORATED
 (Name of small business issuer in its charter)
   Delaware			        	                	43-1401158           
(State or other jurisdiction of    (IRS Employer Identification No.)
 incorporation or organization)               			     	 	

9375 Dielman Industrial Drive, St. Louis, MO.	       	63132        
(Address of principal executive office)            (Zip code)

Issuer's telephone number, including area code: (314) 997-2250

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.01 Par Value      
(Title of Class)

Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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	
Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-KSB or any amendment to the Form 10-KSB.
	Yes 	X	  			No	

State the issuer's revenues for its most recent fiscal year: $13,817,231

The aggregate market value at March 13, 1998 of the voting stock held by
non-affiliates, based on the closing price as reported by NASDAQ National
Market System (NMS), was approximately $10,049,108.  The aggregate market
value has been computed by reference to a share price of $4.25 (The price at
which stock was sold, or the average bid or asked price of such stock on
March 13, 1998).  All directors and more than five percent of stockholders of
the Registrant have been deemed "affiliates" for the purpose of calculating 
such aggregate market value.

The number of shares outstanding of the issuer's common stock, as of
March 13, 1998, was 3,412,493.

Transitional Small Business Disclosure Format:	  Yes___    No  X  




DOCUMENTS INCORPORATED BY REFERENCE:     		None




PART I

Item 1. BUSINESS

GENERAL DEVELOPMENT OF BUSINESS

	Ultradata Systems, Incorporated ("The Company") is engaged in the
 manufacture and marketing of a line of hand-held data retrieval devices
 that employ the Company's proprietary data compression technology.
 During 1987, the Company identified this area of its business as having
 the greatest strategic value for its stockholders.  The Company, therefore,
 elected to reduce its initial focus on research and development activities
 leading to the manufacture of laser communication systems, and target 
 electronic data retrieval devices as its core growth path for the future.
 To better reflect this business reorientation, the Company changes its
 name in November 1994 from Laser Data Technology, Inc. to Ultradata
 Systems, Incorporated.

	The Company's primary focus today remains in the research, development, and
 marketing of electronic consumer travel products which utilize the Company's
 proprietary data compression technology for storing large quantities of
 information on, and retrieving it rapidly from, a microprocessor memory
 chip.  Each of the Company's consumer products is designed to allow the
 consumer to gain easy and immediate access to useful information stored in
 convenient hand-held units.  The Company's products generally sell 

PRODUCTS

CONSUMER PRODUCTS

	The Company's Consumer Products Division primarily develops and markets
 hand-held travel computers, the majority of which bear the ROAD WHIZ 
 registered trademark. Various models contain custom developed data
 to provide the traveler with directions and information regarding 
 the services available along the U.S. Interstate Highway System. 
 Some versions include city information as well. The travel database
 contained in most of the models offered by the Company is proprietary
 and contained on a memory chip built into each unit. The travel database 
 contains over 100,000 services.  This service information includes 
 destination, mileage, gas stations, hotels, motels, hospitals, 24-hour
 restaurants, and highway patrol emergency numbers along the United States
 Interstate Highway System.  ROAD WHIZ owners can update their unit by
 purchasing memory updates or upgrades as offered by the Company.  

The hand-held travel computers made by the Company provide routing and 
services similar to other travel software products in the market.
The Company's database of over 100,000 services, however, is proprietary to
the Company's travel computers. The Company sells its products through
independent sales representatives, catalog companies, department stores,
office supply stores, direct mail promotions, luggage stores and selected
television  shopping channels.  During 1996, the Company made a breakthrough in
the private label market. Private label sales contributed $6.9 million, or
52.1% of total consumer sales of $13.3 million for fiscal 1997.  The private
label market is viewed as an important strategic growth opportunity for the
Company.

MAJOR PRODUCT OFFERINGS

ROAD WHIZ FAMILY

ROAD WHIZ was introduced during 1990.  Since 1990, the Company has developed
other travel computer versions of the ROAD WHIZ, including ROAD WHIZ PLUS,
ROAD WHIZ ULTRA and ROAD WHIZ COMPANION,  ROAD & CITY, TOWN & COUNTRY,
ULTRAFINDER and more recently,  KIDS ROAD WHIZ. The Company's growth strategy
for the Road Whiz family of products is to expand its line of travel
computers to include additional features and functions at generally lower
 retail prices.  In fiscal 1997, research and development was incre
e Company to develop other hand-held information products, including Global
Positioning Satellite (GPS)-based products and Personal Data Assistant (PDA)
type products.

ROAD WHIZ ULTRA

ROAD WHIZ ULTRA was introduced in April 1994.  It contains all of the
features and data offered by ROAD WHIZ and ROAD WHIZ PLUS, plus additional
data of over 3,000 small towns and shopping outlet malls.  It also provides
complete routing information for over 250 cities giving distances, driving
time and detailed directions to cities. ROAD WHIZ ULTRA contains over 60,000
services and has double the memory capacity of first generation travel
computers, including ROAD WHIZ PLUS and ROAD WHIZ COMPANION.  ROAD WHIZ ULTRA 
marketed in upscale retail outlets, through mass mailings primarily to oil
company credit card customers, and magazine ads.

ROAD WHIZ COMPANION

ROAD WHIZ COMPANION was introduced by QVC in the summer of 1994.  ROAD WHIZ
COMPANION included the low price advantage of the ROAD WHIZ  PLUS blended
with several advanced features and services of the ROAD WHIZ ULTRA.

OTIS-THE  RV NAVIGATOR

OTIS - THE RV NAVIGATOR was developed for owners of recreational vehicles
(RV's).  This unit functions as both an RV campground guide and an interstate
travel guide.  The RV NAVIGATOR database includes a location and feature
directory of over 13,000 campgrounds and RV repair and service providers
throughout the U.S.  The RV Navigator contains over 40,000 attractions and
directions, including gas and diesel fuel stations, interstate mile markers,
restaurants, hospitals, and rest stops.  RV NAVIGATOR feature
travel guide. The RV NAVIGATOR database includes a location and feature
directory of over 13,000 campgrounds and RV repair and serviced providers
throughout the U.S.  The RV Navigator contains over 40,000 attractions and
directions, including gas and diesel fuel stations, interstate mile markers,
restaurants, hospitals and rest stops.  RV Navigator features and updatable 
plug-in memory card and long life batteries.  The Company purchased exclusive
rights to this campground database from Trailer Life Enterprises for an initial
fee of $10,000 and a royalty of one dollar ($1.00) for each unit sold over the
first 5,000 units.  The Company had the  exclusive right to use the database 
until March 1997 when the milestone of 20,000 units for exclusivity was 
satisfied.  The exclusive licensing agreement was not renewed and expired
during March 1997.  However, database information continues to be regularly
updated, and the product continues as a staple in the Company's product line.

 

ULTRAFINDER

ULTRAFINDER was introduced in 1995.  It is the most powerful hand-held travel
unit marketed by the Company. It contains over 60,000 services and specific
routes to over 500 cities, giving distance and driving time.  ULTRAFINDER
features a two-line display and an updateable plug-in memory module. It is
priced to sell at $99.95 at retail.  During 1996, the Company received a 
$4.0 million order for a custom UltraFinder, with follow-on rights for
additional quantities.    During fiscal 1997, the Company essentially completed 
this order, realizing revenue in excess of $6.9 million.

GREENSFINDER/GOLF GUIDE

GREENSFINDER and GOLF GUIDE represent the Company's two entries into the
sports leisure and travel market. Introduced in December 1994, GREENSFINDER
is a hand-held data retrieval device which contains information on over
10,000 U.S. golf courses, including greens fees, restaurant facilities,
phone numbers, types of terrain, travel directions to the course,
availability of carts, caddies, clubs, and other course features.
GREENSFINDER( also contains a four-player scorekeeper with player name entry
and records individual player scores.GOLF GUIDE lists more than 13,000
courses in the U.S., with directions and phone numbers. Other information
includes course descriptions, number of holes, hours, fees and senior
citizen discount availability.  The Company acquired the software database
for these products from a third party.  The Company is required to pay this
third party a royalty of 10% based on net sales and 20% for upgrades to
the software developer.  

TOWN & COUNTRY

	The TOWN & COUNTRY, introduced in 1996, provides a list of 60,000 services
 along the nation's highways, parkways and toll roads and directions to over
 7,000 towns on Interstates and U.S. Highways.  This product was sold
 exclusively on the QVC home television network during September 1996.
 Following the expiration of the exclusivity period, the company began
 selling the product through upscale retail locations such as Brookstone
 and Rand McNally.


SUPER ROAD WHIZ
	The SUPER ROAD WHIZ was introduced during 1997.  It lists interstate highway
 services including gas stations, restaurants, motels, campgrounds, malls,
 tourist sites and hospitals in over 160 major cities. 

The ROAD WHIZ  RV SPECIAL
	 
 The ROAD WHIZ RV SPECIAL was introduced in 1997.  It provides interstate
 services, U.S. highway data, including distance and driving time between
 towns with populations of over 1,000, and city-to-city directions for over
 250 cities, including shortest complete route, total distance, and driving
 time.

KIDS ROAD WHIZ

	The KIDS ROAD WHIZ, introduced in December 1996, is a travel computer
 providing directions to amusement parks, water parks and other entertainment
 sites for children traveling with parents.  It also includes word games.

HOME & GARDEN/GARDEN GURU
 	
	The HOME & GARDEN and GARDEN GURU products were introduced in late 1996 and
 1997, respectively, to provide a convenient home reference on first aid and
 helpful household hints on a variety of subjects, including spot removers
 and home decor.  For the garden enthusiast, information is provided on
 planting and on plant care, with over 4,000 pages of related information.
 The Company developed this database with the help of the Missouri Botanical
 Garden, a non-profit foundation dedicated to the development and preservation
 of plant species.


LASER SYSTEM CONTRACTS

	The business of the Company when it was initially founded was primarily
 focused on the fulfillment of research and development contracts leading to
 the manufacture of laser communications systems.  The Company submits bids
 for laser system research and development contracts and production contracts
 to government and government-related agencies, typically under cost plus or
 fixed-fee contracts. Most of the Company's research and development laser
 systems contracts are beyond one year in scope.  Upon the award of a research
 and development contract, the Company realizes revenues from progress payments 
 received during the course of completion of such contracts.  Any required
 capital equipment is generally supplied to the Company by the customer.  The
 technology developed during the Company's performance of a research and 
 development contract becomes the exclusive property of the contracting party.

	During 1994, the Company engaged in a research and development contract to
 develop modifications and upgrades to U.S. Army Laser Pointing and Tracking
 Systems (PATS).  This contract was completed in early 1995.  In 1995,
 the Company received $1.7 million government production contract from the
 Yuma Proving Ground to manufacture their PATS design.  For the three years
 ended December 31, 1997, 1996 and 1995, the Company realized revenues of 
 $563,251,$810,484 and $675,465, respectively, against this contract.  At 
 December 31, 1997,there remain approximately $119,400 in direct costs to
 complete the contract. The original contract provided for an override clause
 for additional sites, which the customer exercised in February 1997.  Since
 August 1995, the Company received individual purchase orders totaling
 $2,245,461 for this contract.

MANUFACTURING

	The Company does not manufacture any of its consumer products and is
 entirely dependent upon third parties to manufacture and assemble the
 components comprising its products.  From 1988 to 1994, Siemens
 Manufacturing Co. of Freeburg, Illinois ("Siemens") was the exclusive
 manufacturing source of travel computers for the Company.  An alternate low
 cost foreign manufacturer was established late in 1995 and supplied
 approximately 18.6% of the total production units during 1997.  The Company
 generally receives annual pricing from each of its manufacturers based upon
 estimated annual quantities.  Thereafter, the Company releases individual 
 purchase orders for production. The Company's arrangements with each
 manufacturer are terminable at will by either party.  If either or both
 arrangements were to be terminated, the Company believes that alternate
 sources would become readily available.  The sudden loss of one of the
 manufacturers or unanticipated interruptions or delays from present
 manufacturers would likely result in a temporary interruption to the Company's 
 planned operations. The Company intends to maintain its practice of engaging
 subcontractors to meet its manufacturing requirements for the foreseeable
 future.

	Raw materials used by the Company include hardware, keypads, computer memory
 chips, microprocessors, and other discrete electronic parts used in building
 circuit boards.   Most of these are standard stock items that are generally
 available from multiple vendors.  To date, the Company has been able to 
 obtain adequate and timely supplies of raw materials. The Company presently
 has one sole source component.  The sole supplier for this custom item is a
 major vendor with whom the Company has enjoyed a solid relationship for years.
 The inability to obtain timely or sufficient deliveries of this sole-source
 component and certain custom parts would materialy disrupt production until an
 alternative vendor could be located and qualified, and production could begin.

BACKLOG

	As of December 31, 1997, the Company's total backlog was approximately
 $280,000, versus a backlog of approximately $6.9 million on December 31,
 1996. Included in the December 1996 backlog were two orders for private 
 label products valued at approximately $6.5 million.  The first order valued
 at $4.0 million was completed during the year.  The second order, valued at
 $2.5 million, was subsequently canceled.  Generally, orders for standard
 products are shipped within 24 hours and are subject to cancellation without
 additional contracts of the type booked in late 1996, backlog is generally
 very low at December 31, due to low post holiday demand and normally short
 retailer lead times for standard products shipped from inventory. The
 Company has occasionally experienced cancellations or postponements in its
 delivery of orders.

SALES AND MARKETING

	The Company's primary sales and marketing strategy is to remain the leading
 supplier of low-cost, hand-held travel computers.  To support this strategy,
 the Company believes it must offer a growing line of affordable standard and
 custom travel computers.  Such new devices are principally aimed at
 providing increased features and functionality. 
	
	The Company identifies its prospective customers and markets through a
 combination of direct mail, telemarketing, media advertising, tradeshow
 participation, and periodic appearances on home shopping television 
 channels. The Company advertises extensively in magazines and trade journals
 and periodically distributes promotional materials to increase market
 awareness of its products.  Historically, the Company has focused its 
 primary marketing efforts on establishing customer relationships with local
 and regional retailers and upscale retail outlets. During 1996 and 
 continuing into 1997, the Company has aggressively pursued programs to
 develop new markets by offering custom versions of travel computers. 

	The Company's products are marketed through independent sales
 representatives, mail order catalogs, and office supply stores.  In fiscal
 1997, the Company spent $2,066,472 on advertising, promotion, and marketing
 programs, as compared to $1,773,373 and $942,402 in 1996 and 1995,
 respectively.  The Company spent $221,705 during 1997 to advertise in the
 SkyMall magazine, the popular airline buying guide.  In addition,
 the Company generated sales for custom travel computers during fiscal 1997
 of $6.9 million with a marketing firm using coupon promotions for gift
 catalog redemption. The end customer for the 1997 redemption was an
 international tobacco company. This program was completed at the end of
 1997.  A direct mail program similiar to one completed in 1996 was
 undertaken again in 1997 with Roy Thomas, a direct mail customer.
 It included approximately 23 million advertising inserts distributed
 beginning with October 1997 oil credit card statements.

	
	To further extend its market position, in 1997 the Company entered into a
 joint product agreement with a leading developer of trip planning software,
 TravRoute, Inc., to integrate their software and database into a new CD-Rom
 based product called TripLink.  The development of TripLink was placed on
 hold during 1997 due to unanticipated design delays and the decision to
 enter into newly emerging technology.  A significant portion of the 
 technical and engineering development effort expended to-date is being 
 incorporated into a new line of advanced Global Positioning System (GPS)
 products. 

	During 1996,  the Company also acquired an exclusive U.S. and European
 license for Time Tracker, a product which attaches to cellular phones and
 enables users to track phone call costs on a continuous basis. Time Tracker
 was discontinued during 1997 due to technical and other design problems. 

	During 1997, the Company established a joint product and marketing alliance
 with SmartTime  Network  to develop and market e-mail and data retrieval
 appliances on the Internet.  Both parties agreed to share certain expenses 
 in a 50/50 development project.  The Company invested $290,635 of deferred
 software development costs and spent an additional $131,577 in other
 development expense related to this project during 1997. Such strategic and
 partnering arrangements with other technology marketers are an outgrowth of
 the Company's strategy to maintain its dominant position as the leading
 supplier of hand-held travel devices.

DEPENDENCE ON CUSTOMERS

	During 1997, the Company recorded revenue of $6.9 million, representing
 52.1% of total consumer sales, to one customer.   This order was the largest
 ever received by the Company.  It was completed during 1997.  Since this
 type of promotion is a one-time event, management does not expect
 significant residual benefits to occur during 1998, although discussions on
 new promotions for 1998 are on-going, and some benefit may result from the
 sale of updates.

	During 1997, Roy Thomas, Inc., a direct mail customer, accounted for 14.5% of
 consumer sales.  This customer accounted for sales of $1,918,987 in 1997
 compared to $1,723,185, or 20.8% of total consumer sales, during 1996.  

	Prior to 1997, The QVC Network had been the largest customer of the Company.
 For the three years ended December 31, 1997, 1996 and 1995, QVC sales
 totaled  $349,223, $617,443 and $4,455,035 respectively,  representing
 approximately 2.6%, 7.5% and 47.2% of consumer sales.   

COMPETITION

	Competition in the electronics industry is intense.  The Company believes
 that the primary competitive factors necessary to maintain its market
 leadership in the hand-held travel market include product features such as
 performance, product reliability, functionality, ease of use, product
 reputation, price, timeliness of product upgrades, and quality of customer
 support and service.  The Company believes that price is a significant
 factor in determining future sales and the Company carefully monitors this.
 Mass merchandise discounters regard $29.95 as an important retail consumer
 price for the Compnay's [products to be successful in the mass market. The
 Company introduced ROAD WHIZ which is priced to sell at retail for $29.95,
 and is attempting to position this product as a mass market item.  It has
 not yet achieved a mass market status is any major retail account.   

	The segment of the electronics industry in which the Company is engaged is
 populated by competitors with substantially greater financial resources than
 the Company.  The consumer industry in which the Company competes is
 characterized by rapid and significant technological advances, which often
 result in rapid partial or total obsolescence of products.  The Company is
 not aware of any competitor selling affordable hand-held travel computers.
 Although the Company attempts to protect its technology and patents 
 wherever possible, it is unable to provide any assurances that its patents
 and trade secrets will not be circumvented in the future.The company faces
 competition from developers of travel software products currently marketed
 with visual mapping displays. To protect the Company's dominant market
 position in affordable travel computers, the Company invested $1,022,095,
 or approximately 7.4% of its' 1997 revenues in research and product
 development. There can be no assurance, however, that the Company will be
 able to develop or acquire new products or increase market channels at a 
 rate sufficientto keep the Company competitive. The Company also cannot
 guarantee that new products or product updates will ultimately achieve
 market acceptance.
 

RELATED PARTY - POIS, INC.  

	In September of 1993, the Company purchased an 81% ownership interest in
 POIS, Inc. with the goal of developing "personal onboard information systems
 ("POIS") for use in the automotive Original Equipment Manufacturer (OEM)
 market and aftermarket.  Such systems were intended to be installed and
 operated on board in a vehicle by utilizing their 12-volt electrical system.
 During 1997, 1996 and 1995, POIS realized sales of  $1,579,  $511,650 and
 $299,196, respectively.  The sales in 1996 and 1995 were attributed to two
 custom orders.  POIS hand-held units incorporate the ROADWHIZ software
 and database along with individual customer requirements and special
 information such as dealers names, phone numbers, and locations around
 the country.  POIS has not yet realized any sales for on-board (installed
 directly in the car) information systems.

	During the fourth quarter, the Company decided to close its POIS location
 and consolidate POIS operations from Detroit, Michigan to the corporate
 headquarters in St. Louis.  The five active employees were terminated,
 including the founder, who was retained for one year as a transitional
 consultant.  The Company acquired the remaining 19% interest of stock
 then owned by the POIS founder and  now owns  100% of POIS.  The Company
 contemplates that products bearing the POIS brand name  will  be  marketed
 as an after market accessory product sold primarily through automotive
 dealers and auto supply stores.  If the POIS products receive sufficient
 customer recognition in the automotive aftermarket, the Company may again
 seek to more aggressively position POIS products to suppliers in the
 OEM market.

RESEARCH AND DEVELOPMENT

	The Company performs ongoing research and development, seeking to improve
 existing products and to develop new products.  These activities are
 primarily done at the Company's corporate headquarters, and at POIS.   The
 Company periodically engages experienced computer system design consultants
 to expedite the completion of the development and test stages.  

	In 1997, the Company began a project  in conjunction with SmartTime Network,
 a company owned by Intelidata Technologies Corp. (Nasdaq Symbol: INTD). 
 The product under development is a low-cost portable Internet device that
 aims to provide access to E-mail and other personal information without a
 laptop computer.  During January 1998, the Company displayed two prototype
 models - PalmNet and E@sy Mail - at the Consumer Electronics Show (CES) in 
 Las Vegas.  The Company expects to finalize development and make these
 products available in catalogs, consumer electronics stores, computer and
 office superstores, department stores, mass merchants and warehouse clubs.
 The Internet appliance products will offer on-board features including
 stock quotes, sports scores, weather forecasts, news headlines, a calendar
 reminder, fax-send, calculator and a directory which can be synchronized
 to and restored from SmartTime's intelligent packet data network.  This
 product would retail at less than $200, which is significantly lower than
 other products with portable e-mail capability.  Product development was
 jointly funded by both companies.  To date, the company spent approximately
 $290,635 for its 50% share of the software development cost and $131,577
 in research and development for this project.  Due to a reorganization
 underway at Intelidata, the joint development efforts have slowed.  However,
 the introduction of this product is not expected to be significantly delayed.

	In 1997, the Company spent $321,007 for research and development of a
 portable Global Positioning Satellite (GPS) based travel computer, called
 TravelStar.  This product will have an integrated GPS satellite receiver
 with the ROAD WHIZ data base and will be the first affordable and portable
 GPS Driver Information System on the market.  TravelStar was exhibited at
 the Consumer Electronics Show in Las Vegas.

DATABASE RESEARCH 

	The Company believes that an accurate proprietary database is one of the
 most important factors for the future success and development of the
 Company. The potential for additional net sales, as well as the need to
 preserve the Company's reputation for accuracy and reliability, requires that
 the Company continuously validate and update its database.  The Company uses
 various means to update its ROAD WHIZ database, including publicly available
 geographic and demographic data.  The majority of the ROAD WHIZ database is
 compiled by "Road Helpers."  Road Helpers are generally retirees and others
 that travel extensively.  Many of the Road Helpers are formerly ROAD Whiz
 customers. Generally, the Road Helpers are nominally compensated by the
 Company. 

	The Company maintains a full time staff of researchers who review and
 augment the data gathered by the Road Helpers.  In addition to the Road
 Helpers, the research staff contacts travel services and Chambers of
 Commerce across the country to gather other information.
	
	The Company's Research and Development Group includes five full-time
 software engineers and one hardware design engineer and one project
 consultant.  During 1997, the Company employed various subcontractors in
 order to augment its internal research and development resources.

PATENTS AND TRADEMARKS          

	The Company files patent applications, when applicable,  to protect its
 technology, inventions and improvements.  The Company owns two patents.  One
 patent covers its method of compressing data relating to travel information.
 This compression technology permits the Company's travel products to store
 more data on smaller and less expensive memory devices.

	The Company has a second patent dealing with the methodology which enables
 its travel devices to account for changes which occur when the traveler
 crosses a state border. The Company believes that in order to manufacture a 
 similar product, a competitor would have to develop a substantially
 different methodology, at considerable time and expense.

	The Company is in the process of filing additional patent applications
 related to navigational information products including Travel(Star.  If any 
 of these patents were to be granted by the Office of Patents and Trademarks, 
 for any of the applications, the Company believes that it would afford them
 a significant competitive advantage for personal navigation and information 
 systems.  The Company cannot predict whether any application will result in
 a patent, or what the scope of any such a patent might be.

	In addition to its patents, the Company attempts to further restrict access 
 to its proprietary technologies, trade secrets and processes.   Key
 employees of the Company are covered by employment contracts containing
 restrictive covenants.  These covenants require key employees, as a
 condition of their employment, to hold all proprietary information
 confidential. The Company also restricts customers and visitors site access 
 to confidential information.  There can be no assurance that the Company can
 be successful in its efforts to protect either its patents or its 
 proprietary technologies and processes.


Item 1. EMPLOYEES

	The Company currently has 28 full-time employees, including six officers,
 all of whom are located at the Company's headquarters in St. Louis, Mo.  The
 Company employs nine people in sales, customer service and shipping, seven
 people in product and database research, five people in executive management
 and administration, two people devoted to government contract work, three
 people in product development, one person in inventory management, and a
 president and chief executive officer.  None of the Company's employees
 belong to a collective bargaining union. The Company has never experienced
 a work stoppage and believes that its employee relations are good.



Item 2. PROPERTIES

	The Company's headquarters and principal administrative offices and research
 and development  facilities are located in approximately 10,000 square feet 
 of leased office space in an industrial building located at 9375 Dielman
 Industrial Drive, St. Louis, Missouri.  The Company maintains no
 manufacturing operations on site and employs outside contractors to perform 
 all of its manufacturing requirements.

 Aggregate rental expense  totaled $120,088 for the current year, including
 $16,401 for the POIS facility.

 The Company believes that its facilities are adequate for the Company's
 present and foreseeable requirements.  The POIS lease was terminated as of
 December 31, 1997.



Item 3. LEGAL PROCEEDINGS

	There are no pending legal proceedings against the Company.


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

	Not applicable.	



PART II

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

	(a) Market Information
	The following table sets forth the prices for the Company's Common Stock
 (NASDAQ: ULTR) as quoted on the NASDAQ National Market for the eight
 quarters starting January 1, 1996 and ending  December 31, 1997.

	                             Bid	                     Asked
Quarter Ending              High         Low      High        Low

March 31, 1996		           $11.88       $8.87	    $12.38     $9.37
June 30, 1996		            $ 9.88       $6.88	    $10.13    	$7.13
September 30, 1996	        $ 9.63	      $6.75	    $ 9.88    	$7.00
December 31, 1996		        $ 9.25	      $6.62	    $ 9.63    	$6.75

March 31, 1997             $ 7.88       $5.88    $ 8.38     $6.25
June 30, 1997              $ 6.94       $5.63    $ 7.38     $6.00
September 30, 1997         $ 8.25       $5.00    $ 8.50     $5.25
December 31, 1997          $ 7.88       $5.63    $ 8.25     $5.88
	
	(b) Holders
	At March 11, 1998, there were 151 stockholders of record of the Company's
 Common Stock.  Based upon information from nominee holders, the Company
 believes the number of beneficial owners of its Common Stock exceeds 1,100.

	(c) Dividends
	The Company has never paid or declared any cash dividends on its Common
 Stock and does not forsee doing so in the foreseeable future.  The Company
 intends to retain its earnings for the future operation and expansion of the
 business.  Any decision as to future payment of dividends will depend on the
 available earnings, the capital requirements of the Company, its general
 financial condition  and other  factors deemed pertinent by the Board of
 Directors.

Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
         FINANCIAL CONDITION


OVERVIEW

	The Company's net sales are derived from two business segments: (1) consumer
 products, marketed through retailers, catalog companies, and direct mail or
 other marketing agencies or group as employed by the Company, and (2) laser
 systems contract revenues, derived from research and development and production
 contracts awarded by government agencies.

 The following table summarizes the contributions of consumer products and
 development contracts, respectively, to total net sales of the Company for each
 of the last three year ended December 31. The table should be read in
 conjunction with the audited financial statements for the periods indicated
 and the related notes incorporated herein.

                                              NET SALES
                                    FOR THE THREE YEARS ENDED DECEMBER 31

                                  1997     %      1996    %
Consumer Products              $ 13,254   95.9  $ 8,283  91.1  $ 9,437  93.3

Laser Systems Contracts            	563    4.1      810   8.9      676   6.7
			
Total			                       $ 13,817  100.0  $ 9,093 100.0 $ 10,113 100.0

	

Year Ended December 31, 1997 vs. Year Ended December 31, 1996

	During 1997, sales of consumer products increased by $4,971,544 to
 $13,253,980 from $8,282,436 in 1996.  The increase in sales was the result
 of $6.9 million in revenue for a custom Ultrafinder designed and sold to one
 customer. This unit was used as a gift selection item within a promotion
 catalog for the benefit of an international cigarette company. Sales of
 standard products decreased approximately $1,900,000 from the previous year.
 New product sales were adversely impacted as a result of extended delays in
 product development.  The Company introduced its newest product, the Travel
 Star, at the Consumer Electronics Show (CES) in Las Vegas during January
 1998.  TravelStar is a Global Positioning System (GPS) based product that
 will begin shipping during March 1998. The Company believes that TravelStar
 and other new products currently in development are important extensions to
 the present line of travel computers, many of which are in their third year
 of existence.  The Company recognizes that retail electronics consumer
 products have a relatively short life cycle due to the rapid advances of
 technology and intense competition for premium retail shelf space.  The
 Company has employed a long-standing business strategy to expand its market
 channels in hand-held information devices by leveraging its hardware and
 software platforms.  Generally, the Company's product entries into other
 travel niche, or non-travel hand-held markets, such as the sports market
 (with GREENSFINDER), the toy market (with KIDS ROAD WHIZ) and the home and
 gardenmarket (with HOME & GARDEN) generally did not meet with original
 expectations concerning consumer acceptance levels. In addition, the Company
 closed its POIS location in Detroit, Michigan and moved tis operations there
 to the corporate offfices in St. Louis.  POIS sales to the automotive OEM
 market were insufficient to justify the cost of a separate sales office. The
 Company will continue to market trave computers under the POIS Brnad name to
 the automotive aftermarket from its St. Louis location.   

 Contract sales from laser systems totaled $563,251 fir 1997 as compared to
 $810,484 for 1996.  Contract sales were derived from progress billings against
 government contracts to upgrade systems which provide high resolution
 trajectory information on airborne objects. The original contract was received
 in 1995 and valued at $1.7 million. The contract contained and override
 clause, which resulted in addtional orders fo $450,363 during the year. At
 December 31, 1997, there was approximately $259,300 in contract revenue
 remaining and $119,400 in cost to be expended.


 Gross profit for the consumer products group totaled $7,888,673 or 59.5% of
 sales for the year ended December 31, 1997, compared to $4,786,221, or 57.8%
 of sales for the prior year.  Gross profit was adversely impacted by
 $260,000 during fiscal 1997 resulting from the write down of certain
 inventories that became either obsolete or slow moving during the year. Similar
 charges during 1996 amounted to $19,000.  Exclusive of these charges for
 inventory the Company would have achieved a 3.3% improvement in gross profit
 percentage.  This improvement is primarily the result of private label sales
 at higher gross margins, and continued cost savings in the form of lower
 cost units received from the foreign manufacturer.

 Gross profit for contract sales totaled  $271,034, or 48.1% of sales, versus
 a gross profit of $430,277, or 53.1% of sales, last year.

 Selling expenses for 1997 increased to $4,540,359 from $2,297,307 in 1996. 
 The increase of 97.6% resulted from increased sales commissions,
 particularly related to private label and promotion orders, to $2,211,858
 from $299,139 in 1996 and advertising outlays which increased 16.5% from
 $1,773,454 to $2,066,472.  The increases reflect the Company's commitment to
 opening new markets and channels of distribution of information products. 
 General and administrative expenses increased to $2,237,498 from $1,691,458 in
 1996 and increase of 32.3%.  The increases relate primarily to salaries and
 royalty expenses which increased $149,000 and $126,000 respectively.  
 The royalty expense increase relates to increased sales of Road WhiZ and
 Ultrafinder products.  In addition, the company experienced increases in
 professional fees, public relations and legal expenses.

 The Company made significant investments in research and development totaling
 $1,022,095 during the year.  Much of this investment was attributed to
 TravelStar ($321,007), E@sy Mail ($131,577), and Personal-On-Board
 Information System Products ($393,636) in addition to capitalized software
 development costs of $290,635.  TravelStar will begin limited shipments
 during the first quarter of 1998.  E@sy Mail, an Internet appliance used for
 e-mail, stock quotes, lottery results, horoscopes and more in a hand-held
 format is running behind schedule due to delays encountered with the
 strategic partner providing access to the e-mail connection.  The
 introduction of this product is not expected to be significantly delayed,
 however.    

	Other income totaled $225,575 for 1997, as compared to $113,320 for the year
 ended December 31, 1996. The increase, primarily in interest income, is due 
 to high first quarter 1997 collections which were invested in short-term
 municipal bonds at higher average yields than previously used money market
 instruments.

	The Company's effective tax rate of 31.9% for 1997 remained comparable to
 the 31.8% rate for the year ended December 31, 1996. 

	As a result of the foregoing, the Company's net income increased to
 $337,104, or $0.10 per share, computed on a basic and diluted method as
 compared to net income of $208,137, or $0.08, computed on both basic and
 diluted for the prior year.  There were 3,400,967 and 2,717,837 basic common
 shares and 3,425,613 and 2,773,239 diluted shares, respectively, used in
 calculating earnings per share for the years ended December 31, 1997 and
 1996.  The computation of basic and diluted earnings per share has been
 restated in accordance with SFAS 128.

	The Company recognized certain charges in the fourth quarter of 1997
 totaling $496,000, which were comprised of aggregate inventory write-offs
 totaling approximately $260,000, and a provision for returns, net of
 inventory recovery, of $236,000 in 1997 compared to $27,000 in 1996.
 Included in the inventory write-off  was shrinkage of approximately $90,000 
 and excess or obsolete inventory of approximately $170,000.  Almost one half
 of the provision related to the private label promotional order and fourth
 quarter deliveries against that order.

Year Ended December 31, 1996 vs. Year Ended December 31, 1995.

	During 1996 sales of consumer products decreased by $1,154,803 or
 approximately 12.2% from $9,437,239 to $8,282,436 in 1996.  The decrease in 
 sales was related primarily to (a) lower sales to a key customer (QVC)  and
 (b)  product development delays resulting in three new products planned for 
 1996 sales being carried into 1997.  During 1995, QVC accounted for
 $4,455,035, or 47%, of consumer product sales as compared to $617,443, or
 7.5% of  consumer product sales during 1996.  The $3,837,592 drop in QVC
 sales was attributed to the combined result of decreased demand from QVC
 viewers and fewer appearances on QVC in 1996 versus 1995.  Management
 believes that QVC sales will not return to sales levels of over $4 million
 as seen in 1995 with its current product offerings.  In 1997 there are three
 new products, ROAD WHIZ EXPRESS, TOWN & COUNTRY, and HOME & GARDEN planned
 for QVC.  Additional retail customers were established during 1996, 
 especially in direct mail through greater uses of oil company credit card
 mailings.  Exclusive of POIS sales, custom travel computer sales increased
 by approximately $484,000 to $502,000 in 1996 compared to $18,000 in 1995.
 The Company believes that custom units sales will make up a larger portion
 of consumer product revenues in the future.  The Company realized $511,650
 in revenues from its POIS subsidiary in 1996 compared to $299,196 in 1995.

	The majority of the Company's consumer product sales are highly seasonal. 
 The fourth quarter of 1996 produced the highest quarter of consumer product 
 sales in the history of the Company, posting $4,949,531, or 59.7% of the
 consumer products revenues.  For the comparable quarter ended December 31,
 1995, the Company realized $4,143,530 in revenues, or 43.9% of  annual
 consumer product revenues.  The Company has embarked on a strategy to
 realize a more even distribution of its revenues throughout the year.  
 Accordingly, it allocated a greater portion of its resources, including
 the hiring of a full time marketing executive, to locate and develop new
 markets, and especially new vertical markets.  Many of these markets, such
 as private label and premium, are of a non-seasonal nature.

	Contract sales for 1996 totaled $810,484, compared to $675,465 for 1995.
 Contract sales for 1996 were  derived from progress billing against a
 government contract that was received during August 1995. This contract was 
 originally valued at $1.7 million and designed to provide
 time/space/position data during tracking of aircraft and ground troops. At
 December 31, 1996, there was $120,915 remaining on this contract.  During
 February 1997, the customer exercised the override clause in the original
 contract by ordering two additional units valued at $337,888.

	Gross profit for the consumer product group totaled $4,786,221, or 57.8% for
 the year ended December 31, 1996, compared to $4,777,833, or 50.6% of sales 
 for the prior year.  The 7.2% improvement in gross profit is primarily the
 result of cost savings in the form of lower cost units received from the
 foreign manufacturer and an improved product mix.

	Gross profit for contract sales totaled  $430,277, or 53.1% of sales, versus
 a gross profit of $358,893, or 53.1% of sales, last year.

	Selling expenses for 1996 increased 70.3% to $2,297,307, compared to
 $1,348,780 in the prior year.  The increase resulted primarily from an
 increase in advertising costs from $942,402 to $1,773,373, which included a 
 major Roy Thomas credit card insert promotion in the fourth quarter of 1996.

	General and administrative expenses increased by  $593,924 (52.5%),
 including an increase of $142,486 due primarily to increased personnel in
 all functions, and professional services, which increased approximately
 $150,000 for legal, accounting and consulting services.

	Research and Development expenses (R&D) for the year totaled $1,001,646
 compared to $556,213 for the prior year, representing an increase of
 $445,433 or 80.1%.  The increase in R&D was the result of higher prototype
 development charges and design fees and expenses incurred in product
 development.  During the year the Company spent $509,956 in research and
 development for POIS products.

	Other income totaled $113,320 for 1997, as compared to $118,711 for the year
 ended December 31, 1996. 
 
	The Company's effective tax rate for the year was 31.8% as compared to 37.7%
 for the year ended December 31, 1996.  The Company's lower tax rate is
 attributable to unused federal income tax research and development credits.

	As a result of the foregoing, the Company's net income declined to
 $208,137 or $0.08 per basic and diluted share, as compared to net income of
 $1,381,902 or $0.60 basic and $0.54 diluted earnings per share for the
 prior year.  There were 2,717,837 and 2,308,945 basic common shares and
 2,773,239 and 2,545,692 diluted shares, respectively, used in calculating
 earnings per share for the two years ended December 31, 1997 and 1996.

LIQUIDITY AND CAPITAL RESOURCES     

	Since inception, the Company has financed its business by supplementing cash
 generated from operations with periodic borrowings from banks and equity
 raised from private and public sources. On August 6, 1996, the Company
 called for redemption and exchange all of its then outstanding purchase
 warrants.  The warrant redemption and exchange program was completed during 
 September 1996, with the Company receiving $6,172,493 in additional capital. 

	Total cash and cash equivalents increased from $3,960,577 at December 31,
 1996 to $5,075,968 at December 31, 1997.  This increase is due to the
 collection of accounts receivable.

	The Company recorded net income of $337,104 in 1997.  The Company had a net 
 inflow of $1,560,415 in cash from operations for the year. The inflow was due
 primarily to a decrease in accounts receivable of $2,936,244, which was
 partially offset by a decrease of $866,223 in trade accounts payable and a
 decrease of $436,000 of accrued expenses.  Cash flows from investing 
 activities used funds totaling $351,962 for the year, representing capital
 expenditures.  Net cash used by financing activities totaled $93,062, 
 including $37,000 of proceeds from the exercise of stock options and 
 $130,062 used for the purchase of treasury stock related to the 1997 Stock
 Repurchase Plan.  During the quarter ended September 30, 1997 the Company
 established a stock repurchase plan, whereby the Company may purchase up to
 200,000 shares of it's Common Stock.  The Company believes this program
 represents efficient management of its cash resources and an excellent way
 to provide additional returns to its shareholders.  As of December 31, 1997
 the Company had repurchased a total of 23,000 shares of Common Stock under
 this plan.
	At the end of 1997, there were no material capital spending commitments
 outstanding. The Company relies on outside vendors for all of its
 manufacturing.  Consequently,  the Company's operations do not require
 substantial capital outlays other than for the periodic purchase of tooling,
 test equipment, and fixtures.  During 1997, the Company spent  $351,962 for 
 capital expenditures. Total capital expenditures are not expected to be
 significant based on the current business outlook.

	The Company's credit facility includes a $2.0 million unsecured revolving
 bank line of credit with $500,000 for letters of credit facility.  The 
 bank's revolving line of credit is subject to renewal or cancellation at the 
 end of every 12-month period from the date it was initiated.  The Company
 pays interest monthly on its outstanding loan balance at the Bank's 
 Corporate Base  (Prime) Rate, which was 8.5 % at December 31, 1997.  On
 December 31, 1997, the Company's outstanding loan balance was zero.

	At December 31, 1997, the Company had a working capital surplus of
 $10,607,580, as compared to a working capital surplus of $10,761,352 at
 December 31, 1996.  Included in working capital at December 31, 1997 was
 $5,075,968 in cash and cash equivalents. Inventories increased by
 approximately 6.5%, or $215,382, during the year as a result of lower fourth
 quarter sales.  Accounts receivable decreased by 63.7%, or $2,936,244, to
 $1,672,041.  The decrease in accounts receivable results from the collection
 of record shipments posted for the fourth quarter of 1996 including Roy 
 Thomas, Inc. receivables that totaled $1,657,571, primarily collected in the
 first quarter of 1997.  However, the business is expecting to launch a 
 number of new products in 1998, which will require additional investments
 in inventories and accounts receivable.

	The Company's management has been engaged in developing a strategy aimed at 
 a more equitable quarterly revenue distribution.  Historically, up to 50% of 
 the Company's sales have been realized during the 4th Quarter of the year,
 due to the importance of the Christmas season sales.  This pattern resulted 
 in an inefficient use of financial resources during the year and generally
 sharply lower financial results were posted for the first two quarters of
 the year.  Management decided to reduce its dependence on holiday products
 by introducing a promotion strategy to develop and market private label
 travel computers.  The Company recorded consumer revenues of $9.5 million 
 for the first nine months ended September 30, 1997, representing over 70% 
 of consumer products revenue for the 1997 fiscal year.  Of this amount,
 however, one customer order accounted for approximately 52% of the total
 revenue, but without the adverse impact of a short sales cycle.  The Company
 expects that its working capital and cash generated from operations will be
 sufficient to fund operations for the next 12 months.

IMPACT OF ACCOUNTING PRONOUNCEMENTS

	During 1997, The Financial Accounting Standards Board issued Statement of
 Financial Accounting Standards (SFAS) No. 130 "Reporting Comprehensive
 Income" and SFAS No. 131 "Disclosures about Segments of an Enterprise and
 Related Information". The company will be required to implement both of
 these standards during 1998. Although the implementation of these standards
 will have no effect on the reported operations, the Company is assessing the
 impact of the required disclosures on its quarterly and annual reports.

 FACTORS THAT MAY AFFECT FUTURE RESULTS

	Except for the historical information, the information set forth herein 
 includes forward-looking statements that are dependent on certain risks and
 uncertainties.  The Company's operating results are dependent upon its
 ability to rapidly develop, manufacture, and market innovative products that
 meet customer needs at moderate prices. The process of developing new high
 technology products is both complex and uncertain, requiring innovative
 designs and features which anticipate customer needs and anticipate 
 technology trends.  As such, important factors which could cause actual 
 results to differ materially from anticipated results include, but are not
 limited to, market positioning, release dates, and consumer acceptance of 
 the new products; quarterly fluctuations in promotional activity and 
 seasonal factors; timely manufacturing and logistics; the competitive
 environment; technological change and obsolescence factors in the Company's
 primary markets; and dependence on distribution channels and key personnel.
 These factors are difficult to accurately predict, and in some cases are
 beyond the control of the Company. 

Item 7. CONSOLIDATED FINANCIAL STATEMENTS	
 The consolidated financial statements of Ultradata Systems, Incorporated,
 together with notes and the Independent Auditors' Report, are set forth 
 immediately following Item 13 of this Form 10-KSB.

Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
 FINANCIAL DISCLOSURE	
 Not Applicable

PART III 

Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
 COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT 
 The following table sets forth certain information regarding the officers and
 directors of the Company as of March 21, 1998:

  NAME			          	AGE			POSITION 
Monte Ross		        	66		President & Chief Executive Officer, Director 
Mark L. Peterson	   	41		Vice President - Engineering, Secretary, Director
Ernest Clarke	      	58		Vice President - Government Programs,Director 
Leonard Missler	    	50		Vice President - Software Development 
Duane Crofts	 	      60		Vice President - Advanced Products
David Biernbaum	 	   43		Chief Operating Officer
Daniel Muehlemann	  	33		Vice President of Sales
Steven H. Akre, Esq.	45		Director
Bruce L. Miller	    	55		Director
John J. Clancy	     	61		Director

	Directors hold office until the annual meeting of the Company's stockholders
 and the election and qualification of their successors.  Officers hold
 office, subject to removal at any time by the Board, until the meeting of
 directors immediately following the annual meeting of stockholders and until
 their successors are appointed and qualified.

Background of Directors and Executive Officers:

 Monte Ross founded the Company in 1986 and has served as its President and
 Chief Executive Officer since inception. For over 20 years prior to founding
 the Company, Mr. Ross was employed by McDonnell Douglas Corporation in a
 variety of positions.  When he left McDonnell Douglas, Mr. Ross was 
 Director of Laser Systems, responsible for the group of approximately
 400 employees which developed the first laser space communication system
 and first space laser radar.  Mr. Ross is a Fellow of the Institute of
 Elecrical and Electonic Engineers and the past President of the International
 Laser Communication Society. Mr. Ross was awarded a Master fo Science degree in
 Electrical Engineering by Northwestern University in 1962.  He is the
 father-in-law fo Mark L. Peterson, the Company's Vice President-Engineering.

	Mark L. Peterson has been a Director of the Company since it was founded in
 1986.  He has served as the Company's Vice President of Engineering since
 1988.  He is responsible for the design of the Company's hand-held products. 
 During the four years prior to joining the Company, Mr. Peterson was
 employed by McDonnell Douglas Corporation as an electronics engineer for
 fiber optic products and satellite laser cross-link programs.  Mr. Peterson
 was awarded a Master of Science degree in Electrical Engineering by Washington
 University in 1980. He is the son-in-law of Monte Ross.

 Ernest Clarke has been employed as the Company's Vice President - Government
 Programs since 1990.  His primary responsibility has been the development of
 custom test systems for organizations involved in government laser systems
 programs.  For over 20 years prior to joining Ultradata, Mr. Clarke was
 employed by McDonnell Douglas Corporation in a variety of positions.  When
 he left McDonnell Douglas, Mr. Clarke was its Laser Product Development
 Manager with responsibility to supervise over 40 engineers.  Mr. Clarke was
 awarded a Master of Science dgree in Electrical Engineering by Washington
 University in 1970.

 Leonard Missler has served as Vice President - Software Development for the
 Company since 1990.  His primary responsibility has been the development of
 software for the Company's hand-held products.  For over 20 years prior to
 joining Ultradata, Mr. Missler was employed in software and electronics
 development and management by Microterm, Inc., Magpower, Magnavox, and
 Interface Technology.  At Microterm, his most recent employer before joining
 the Company, Mr. Missler was the Director of Operations.  Mr. Missler was
 awarded a Master of Science degree in Electrical Engineering by Washington
 University in 1970.

 Duane Crofts joined the Company as Vice President - Advanced Products in 1994.
 Prior to joining the Company, Mr. Crofts served for over five years as a
 Program Director with McDonnell Douglas Corporation.  In that role he was
 responsible for engineering management, production management, subcontract
 management, and program management.  Mr. Crofts most recently was manager of
 a multi-million dollar electro-optic development program.  Mr. Crofts was
 awarded a Bachelor of Science degree in Mechanical Engineering by the
 University of Missouri at Rolla.

 David Biernbaum joined the Company in 1997 as Vice President and Chief
 Operating Officer.  Prior to joining the Company, Mr. Biernbaum had twenty
 years experience in consumer products marketing, product development, sales
 management and finance.

 Daniel B. Muehlemann joined the Company in October 1996 as Vice President of
 Sales.  Prior to joining the Company, Mr. Muehlemann served for five years
 as Senior Accounts Manager for Maxim Technologies, Inc.  In that position he
 developed and implemented key sales and marketing strategies to increase
 Maxim Technology's national client base.  Mr. Muehlemann holds a Bachelor's
 degree in Communications from Southwest Missouri State University.

 Steven Akre has served as a member of the Board of Directors and as the
 corporate counsel for the Company since it was founded.  Mr. Akre is an
 attorney-at-law, whose specialization is in taxation and corporate mergers
 and acquisitions.

 Bruce L. Miller has been a Director of the Company since 1989.  Since 1992 he
 has been employed as Chairman of the Board of CoreSource, Inc., located in
 Chicago, Illinois, which is engaged in the business of organizing and
 managing health care programs for employees and providers.  From 1989 until
 1992, Mr. Miller was the President of Crabtree Capital Corp., a firm engaged
 in financial services.  Mr. Miller is presently a Director of Harris Bank
 Glencoe, which is a subsidiary of Harris Bank Corp. of Chicago.

	John J. Clancy joined the Company in 1995 to serve as a member of the Board
 of Directors.  Mr. Clancy has served on the Board of Directors at Cimplex
 Corporation, Inc. in San Jose, and Engineering Software Research &
 Development, Inc. in St. Louis.  Mr. Clancy was employed by McDonnell
 Douglas in a variety of positions progressing from Programmer, to Salesman,
 to Divisional President.  Mr. Clancy was awarded a Bachelor of Science;
 Chemical Engineering: University of Illinois; Master of Science: The Johns
 Hopkins University; Master of Business Administration; Washington University
 - St. Louis; Master of Liberal Arts; Washington University - St. Louis; Doctor
 of Philosophy in History and Business; Washington University-St. Louis.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
 None of the directors, officers or beneficial owners of more than 10% of the
 Company's common stock failed to file on a timely basis reports required
 during 1997 by Section 16(a) of the Exchange Act, except as follows:  each
 of the Company's five officers was late in filing a report on Form 4, each
 report containing one transaction.

Item 10. EXECUTIVE COMPENSATION 
 The following table sets forth all compensation awarded to, earned by, or
 paid by the Company to the following persons for services rendered in all
 capacities to the Company during each of the fiscal years ended December 31,
 1997, 1996, and 1995:  (1) the Registrant's Chief Executive Officer, and (2)
 each of the other executive officers whose total salary and bonus for the
 fiscal year ended December 31, 1997 exceeded $100,000.

			                     	Annual
                      Compensation    	       Long-Term Comp.
Name and  Position   Year    Salary     Bonus    Other(1)    Options
Monte Ross,		       1997   $130,000   $     0  $  5,000        (2)
President		         1996   $114,404   $ 14,000 $  3,000        (3)
			                 1995   $105,000   $  2,000	$ 15,000        (4)

 (1)	Includes five annual payments beginning in 1991, of $12,800 to a Rabbi
 trust for the benefit of Mr. Ross.  The trust was established in 1991 as
 deferred compensation for services rendered prior to 1991, for which he
 received $50,000 less than his base salary.

 (2) 	During 1997 the Board's Stock Option Committee awarded Mr. Ross options
 to purchase an additional 12,500 shares of Common Stock at an exercise price
 of $5.75. 

 (3)	During 1996 the Board's Stock Option Committee awarded Mr. Ross options
 to purchase an additional 15,000 shares of Common Stock at an exercise price
 of $7.39.  None of the options have been exercised.


 (4)	During 1995 the Board's Stock Option Committee awarded Mr. Ross options
 to purchase a total of 15,000 shares of Common Stock at an average price per
 share of $5.25.  None of the options have been exercised. 

Employment Agreements;  Royalty Agreement    

	Messrs. Ross, Peterson and Clarke have individual employment agreements with
 the Company beginning September 1, 1994.  Except as noted herein, the terms
 of the employment agreements are substantially identical.  The agreements,
 which were scheduled to terminate on October 31, 1997, were extended by
 action of the Board of Directors to October 31, 1999.  The agreements
 provide for base salaries, which are adjusted annually by the Board of
 Directors.  If the majority of the Board cannot agree as to a level of of
 salary adjustment, the salary will increase by 10% for Mr. Clark and
 Mr. Peterson and 5% for Mr. Ross.  The employment agreements restrict each
 officer from competing with the Company for one year after the termination
 of his employment unless that employee establishes that his employment by a
 competitor will not involve the use of any information which is considered
 confidential by the Company.

	Leonard Missler, Vice President - Software Development, has a Royalty Agreement
 with the Company dated September 14, 1989.  The Agreement terminates on
 September 13, 2009.  Mr. Missler specifies in the Agreement that he will
 keep confidential all of the Company's information regarding its technology
 and products.  In exchange, the Agreement provides that the Company will pay
 Mr. Missler a royalty equal to 1% of net sales of the Company's ROAD WHIZ
 products and 1/2% of net sales of other products incorporating the ROAD WHIZ
 database. During the three year ended December 31, 1997, royalty expense
 totaling $116,480, $55,540, and $66,477 respectively were recognized.


STOCK OPTION AWARDS

 The following tables set forth certain information regarding the stock
 options acquired by the Company's Chief Executive Officer during the year
 ended December 31, 1997 and those options held by him on December 31, 1997.

 OPTION GRANTS IN CURRENT FISCAL YEAR
		
			                 	Percent		                   	Potential Realizable
				                 of Total		                  	Value at Assumed
			                 	Options		                   	Annual Rates of
	        	Number of 	Granted		                   	Stock Price
	        	Securities	to			                       	Appreciation
	        	underlying	Employees	Exercise          	For Option Term
	        	option   	 in Fiscal 	Price		Expiration
  Name		  Granted(#)	Year		    ($/Sh)   Date         5%         10%
Monte Ross	  12,500	  24%		     $5.75 	12/24/02    $19,860     $45,200

AGGREGATED FISCAL YEAR OPTION VALUES

    	   	Number of Securities                Underlying Value of Unexercised  
         Unexerised Options at Fiscal        in-the-Money Options at  
   Name	 Year-End(#)                         Fiscal Year-End  
	
Monte Ross	         	57,50			                        	$293,125
										
 STOCK OPTION PLANS

 The 1994 Stock Option Plan

	On September 28, 1994, the Board of Directors of the Company adopted and the
 shareholders approved the Ultradata Systems, Inc. 1994 Stock Option Plan
 (the "Option Plan").  The Option Plan is designed to permit the Company to
 grant either incentive stock options under Section 422A of the Internal
 Revenue Code (the "Code") or non-qualified stock options.  Under the Option
 Plan, a Stock Option Committee (the "Option Committee") of the Board is
 authorized to grant options to purchase up to 175,000 shares of stock
 to key employees, officers, directors, and consultants of the Company.  The
 Option Committee administers the Option Plan and designates the optionees,
 the type of options to be granted (i.e., non-qualified or incentive stock
 options), the number of shares subject to the options, and the terms and
 conditions of each option.  The terms and conditions include the exercise
 price, date of grant, and date of exercise of each option.  An employee may,
 at the discretion of the Option Committee, be permitted to exercise an
 option and make payment by giving a personal note.

	Incentive stock options may only be granted to employees of the Company and
 not to directors or consultants who are not so employed.  The exercise price
 for incentive stock options must be at least one hundred percent (100%) of
 the fair market value of the Common Stock as determined by the Option
 Committee on the date of grant.  All incentive stock options under the
 Option Plan must be granted within ten years from the date of adoption of
 the Option Plan and each option must be exercised, if at all, within five
 years of the date of grant.  In no event may any employee be given incentive
 stock options whereby more than $100,000 of options are able to be exercised
 for the first time in a single calendar year.  All incentive stock options
 must be exercised by an optionee within 30 days after termination of
 optionee's employment, unless such termination is as a result of death,
 disability, or retirement. In the event an optionee's employment is
 terminated as a result of death or disability, such optionee or his
 designated beneficiary shall be entitled to exercise any and all options
 for a period of six months after such termination.  If an optionee's
 employment is terminated as a result of retirement, the optionee shall be
 entitled to exercise his options for a period of three months following such
 termination.
	
	Non-qualified stock options under the Option Plan are generally subject to 
 the same rules as discussed above.  Non-qualified stock options may, however,
 also be granted to directors and consultants, whether or not such
 individuals are employees of the Company.  The exercise price for
 non-qualified stock options may not be granted at less than eighty-five
 percent (85%) of the fair market value of the shares on the date of grant.


 The 1996 Stock Option Plan

 The 1996 Plan is designed to permit the Company to grant either incentive
 stock options under Section 422A of the Internal Revenue Code(the"Code") or
 non-qualified stock options.  Under the 1996 Plan, a Stock Option Committee
 (the "Option Committee") of the Board is authorized to grant options to
 purchase up to 175,000 shares of stock to key employees, officers, directors
 and consultants of the Company.  The Option Committee administers the 1996 
 Plan and designates the optionees, the type of options to be granted (i.e.
 non-qualified or incentive stock options), the number of shares subject to 
 the options, and the terms and conditions of each option.  The terms and
 conditions include the exercise price, date of grant, and date of exercise
 of each option.  An employee may, at the discretion of the Option Committee,
 be permitted to exercise an option and make payment by giving a personal 
 note.

 Incentive stock options may only be granted to employees of the Company and
 not to directors or consultants who are not so employed.  The exercise price
 for incentive stock options must be at least one hundred percent (100%) of
 the fair market value of the Common Stock as determined by the Option
 Committee on the date of grant.  All incentive stock options under the 1996
 Plan must be granted within ten years from the date of adoption of the 
 Option Plan and each option must be exercised, if at all, within five years 
 of the date of grant. In no event may any employee be given incentive stock
 options whereby more than $100,000 of options become exercisable for the 
 first time in a single calendar year.  All incentive stock options must be
 exercised by an optionee within 30 days after termination of optionee's
 employment, unless such termination is as a result of death or disability,
 such optionee or his designated beneficiary shall be entitled to exercise
 any and all options for a period of six months after such termination.  If 
 an optionee's employment is terminated as a result of retirement, the 
 optionee shall be entitled to exercise his options for a period of three 
 months following such termination.

 Non-qualified stock options under the 1996 Plan are generally subject to the
 same rules as descussed above.  Non-qualified stock options may, however,
 also be granted to directors and consultants, whether or not such 
 individuals are employees of the Company.  The exercise price for non-
 qualified stock options may not be granted at less than eighty-five percent
 (85%) of the fair market value of the shares on the date of grant. 

	During 1997, the Company canceled incentive stock options to purchase
 118,100 shares of Common Stock at excercise prices ranging from $5.75 to
 $7.39.  The same number of new options was issued at a price of $5.50.
	
	During 1997 the Company issued additional incentive stock options to
 purchase 12,500, 3,000, 25,000, and 51,500 shares of Common Stock at
 exercise prices of $6.75, $7.00, $6.88, and $5.75, respectively.  The
 following officers were recipients of options (other than those options
 which were canceled and reissued):
                       	      Number of            Average
	Officer                      Shares               Exercise Price
	Monte Ross		                  	12,500		           	$ 5.75
	Mark Peterson		                 5,000	      	        5.75
	Ernest Clarke		                 5,000	           		  5.75
	Leonard Missler	              	 2,500			             5.75
	Duane Crofts		                  5,000			             5.75
	David Biernbaum	              	27,500 			            6.77
	Daniel Muehlemann		             5,000			             5.75


REMUNERATION OF DIRECTORS

	Prior to April 21, 1994, the Directors of the Company who were not officers
 received 208 shares of Common Stock per meeting as compensation for their
 services.  That policy was terminated on April 21, 1994.  Outside Directors
 now receive $250 per meeting and are reimbursed for out-of-pocket expenses
 incurred on the Company's behalf.

Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
	The following table sets forth the beneficial ownership of outstanding
 shares of Common Stock of the Company as of March 13, 1998 by any person
 who, to the knowledge of the Company, owns beneficially more than 5% of the
 outstanding Common Stock, by all directors of the Company, and by the
 directors and officers of the Company as a group.  None of the persons
 identified below owns any securities of the Company other than the Common
 Stock listed below:

Name and       			     Amount and
Address of  	     		   Nature of	     	Percentage         
Beneficial         		  Beneficial	    	of Outstanding   
Owner (1)           		 Ownership	     	Shares (6)  
Monte Ross(2)            598,500 	        17.54%  
                    	    shares of
                     	   record 					
								
Mark L. Peterson(3)      176,705		         5.17%  
                     	   shares of
                     	   record   

Ernest Clarke(4)      	  155,552           4.56%  
                     		  shares of
                     		  record    

Steven Akre(5)             3,496      		   0.10%  
                     	 	 shares of
                     	 	 record

Bruce Miller           	   2,872      		   0.08%  
                     		  shares of
                     		  record

John Clancy		     	    	   3,692		         0.11%
			  		                  shares of
			  	                 	 record

Leonard Missler		    	     37,936		        1.11%
			                      shares of 	
                       	 record

Duane Crofts		     	       24,239		        0.71%
			                      shares of 	
                       		record 

David Biernbaum	     		    27,500		        0.81%
			                      shares of 	
                       	 record 

Daniel Muehlemann			        5,000		        0.15%						
                       	 shares of 
					                    record

All officers and   	    1,035,492		       30.30%  
directors as a group (10 persons)
                
(1)	The address of each of these shareholders is c/o Ultradata Systems, 
 Incorporated,	9375 Dielman Industrial Drive, St. Louis, Missouri 63132

(2)	Includes 536,000 shares owned by the Monte Ross and Harriet J. Ross
 Living Trust.  Mr. Ross and his wife share investment control over the
 trust; they may revoke it or amend it at will; and they receive all income
 from the trust during the life of either of them.

(3)	Includes 134,387 shares owned by the Mark L. Peterson and Ryia Peterson
 Living Trust and 8,318 owned by Ryia Peterson.  Mr. Peterson and his wife
 share investment control over the trust; they may revoke it or amend it at
 will; and they receive all income from the trust during the life of either of
 them.

(4) 	Includes 130,852 shares owned jointly by Mr. Clarke with his wife.  Also
 includes 2,080 shares owned by children residing with Mr. Clarke.

(5)	Includes 3,120 shares owned by the G. Akre Irrevocable Trust, over which
 Mr. Akre's wife has investment control.
(6)	In determining the percentage of outstanding shares, all presently
 exercisable options owned by the shareholder 	or the group are treated as
 having been exercised.


Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
	On May 8, 1987, the Monte Ross and Harriet Ross Living Trust (the "Ross
 Trust") sold 93,582 shares of common stock to the Company for $100,000.
 The Company paid for the shares by issuing to Monte Ross, the Company's
 President, a promissory note in the principal amount of $100,000.  The note
 bore interest at 8% per annum and was payable in five equal installments of
 $20,000 plus accrued interest, commencing January 1, 1990.  Mr. Ross had the
 option on each installment date to convert the annual installment and accrued
 interest into 31,588 shares. He did not exercise the option on ony of the five
 installment dates, nor did the Company make payments to him on the note.On
 February 22, 1994, the Board of Directors offered payment fo the total
 principal and accrued interest by issuing 157,941 shares of Common Stock. Mr.
 Ross accepted the offer. The Company has allocated these shares on its
 consolidated financila statements among the five years in whcih the options
 were exercisable.
 
	On September 17, 1994, the Board of Directors of the Company approved the
 sale of 150,000 shares of Common Stock to the Company's three
 officers/directors as follows:
		                    		Shares		     	Notes
	Monte Ross	           	100,000  	$  187,500
	Mark L. Peterson	       25,000  	$   46,875
	Ernest Clarke	          25,000	  $   46,875
      TOTAL	           	150,000  	$  281,250

	The purchase price for the shares was $1.875 per share, which was paid by
 each officer/director in the form of a promissory note bearing interest at
 6% per annum.  The principal amount of each note, plus accrued interest, is
 payable on July 1, 1999.

	In August and September of 1994 nine employees of the Company, including all
 five of its officers, exercised incentive stock options and paid the
 purchase price of $1.20 per share by delivering to the Company promissory
 notes.  The promissory notes bear interest at 6% per year and are payable
 upon the earlier of the date on which the employee's employment by the
 Company is terminated or the date on which the employee sells the shares. 
 The number of shares so purchased and the principal amount of the notes
 given were as follows:

	Employee		        	Shares		   Notes
	Monte Ross		      	55,734	  	$ 66,500
	Mark Peterson	    	13,725	  	$ 16,750
	Ernest Clarke	    	13,725	  	$ 16,750
	Leonard Missler	  	17,676	  	$ 21,250
	Duane Crofts		      2,080	  	$  2,500
	Other Employees		   4,583  		$  5,500
	TOTAL			          107,523	  	$129,250
 	
	The Company has an agreement with Leonard Missler, its Vice President -
 Software Development, under which, through September 13, 2009, it pays Mr.
 Missler a 1% royalty on all net sales of ROAD WHIZ products and 1/2% on net
 sales of other products incorporating the ROAD WHIZ database.  During the
 years ended December 31, 1997, 1996,  and 1995, the Company paid royalties
 to Mr. Missler of $116,480,  $55,540, and $66,477, respectively.

	Steven H. Akre, Esquire, a member of the Company's Board of Directors, has
 performed legal services as general counsel for the Company since its
 inception.  During 1997, 1996 and 1995, Mr. Akre was paid $44,557, $20,219
 and  $21,453, respectively, for legal services. 


Item 13. EXHIBITS, LIST, AND REPORTS
(a) Consolidated Financial Statements
   	List of Consolidated Financial Statements Under Item 7 of this 
	Report:

	Independent Auditors.Report

	Consolidated Balance Sheets as of December 31, 1997 and 1996.

	Consolidated Statements of Operations for each of the years in the
 three-year period ended December 31, 1997.

	Consolidated Statements of Stockholders' Equuity for each of the years in
 the three-year period ended December 31, 1997.

	Consolidated Statements of Cash Flows for each of the years in the
 three-year period ended December 31, 1997.

	Notes to Consolidated Financial Statements for the years ended  December 31,
 1997 and 1996. 

FINANCIAL STATEMENT SCHEDULE

 (b)  Exhibits Index AND REPORTS ON FORM 8-k
      Regulation S-B

      Exhibit Number

3-a.	    Articles of Incorporation, and 1989 amendment. (1)
3-a.(1)  Amendment to Articles of Incorporation dated March 4, 1991, 
        	March 22, 1994, and November 18, 1994. (1)
3-a.(2)  Certification of Correction of Articles of Incorporation. (1)	
3-b.	    By-laws. (1)
4-a.	    Specimen of Common Stock Certificate. (1)
4-b.	    Form of Warrant Agreement. (1)
4-b.     (1)	Specimen of Class A Warrant. (1)
10-a.   	Lease dated May 23, 1990, as amended on November 31, 1993, for
         premises at 9375 Dielman Industrial Drive, St. Louis, Missouri.(1)
10-a.    (1)	Lease Addendum dated October 17, 1995, for premises at 9375
         Dielman Industrial Drive, St. Louis, Missouri.(1)
10-b.	   1994 Stock Option Plan.(1)
10-c.   	Employment Agreement with Monte Ross.(1)
10-d.   	Employment Agreement with Mark L. Peterson.(1)
10-e.	   Employment Agreement with Ernest Clarke.(1)
10-f.	   Royalty Agreement dated September 14, 1989, between the Company and
         Leonard Missler.(1)
10-f.(1)	Modification Agreement dated November 4, 1995, to Royalty Agreement
         dated September 14, 1989,	between the Company and Leonard Missler.(1)
10-g.   	Promissory Note and Security Agreement dated March 4, 1994, between
         the Company and The Boatman's National Bank of  St. Louis.(1)
10-h.   	Letter of Agreement dated March 16, 1992, between the Company and
         Trailer Life Enterprises.(1)
10-i.   	Agreements dated March 18, 1994, April 25, 1994, and May 23, 1994,
         among the Company, Howard Kenig, and POIS, Inc.(1)
10-j.   	Promissory Note and Security Agreement dated April 1, 1995, between
         the Company and the Boatmen's National Bank of St. Louis Missouri.(1)
10-k    	Licensing Agreement between Kiniticom, Inc., and the Company dated
         March 15, 1996 (3)
10-l    	Credit Agreement-Between Boatmen's National Bank of St. Louis and
         the Company, dated May 1, 1996. (3)
10-m    	Call for Redemption of Class A Warrants on Form 8-K, dated August
         6, 1996. (3)
10-n    	Letter of agreement dated September 17, 1996 between the Company and
         TravRoute Software (3)
10-o    	Extended employment agreement as of September 30, 1997 between the
         Company and Monte Ross (2)
10-p    	Extended employment agreement as of September 30, 1997 between the 
         Company and Mark L. Peterson (2)
10-q    	Extended employment agreement as of September 30, 1997 between the
         Company and Ernest Clarke (2)
10-r    	Employment Agreement as of October 13, 1997 between the Company and
         David Biernbaum (2)
11.     	Computation of per share earnings.(2)
12.      Subsidiaries - POIS, Inc.
27.     	Article 27 Financial Data Schedule

1) Previously filed as an exhibit to the Company's Registration Statement on
   Form SB-2 (33-85218 C) and incorporated herein by reference.

(2) Included herewith.

(3) Previously filed.

(c)	Reports on Form 8-K
	None during the fourth quarter

INDEPENDENT AUDITORS' REPORT

 The Board of Directors and Stockholders
 Ultradata Systems, Incorporated:

 We have audited the accompanying consolidated balance sheets of Ultradata
 Systems, Incorporated and subsidiary (the Company) as of December 31, 1997 
 and 1996 and the related statements of operations, stockholders' equity, and
 cash flows for each of the years in the three-year period ended December 31,
 1997.  These consolidated financial statements are the responsibility of the
 Company's management.  Our responsibility is to express an opinion on these
 consolidated financial statements 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
 or 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, the consolidated financial statements referred to above 
 present fairly, in all material respects, the financial position of 
 Ultradata Systems, Incorporated and subsidiary as of December 31, 1997 and
 1996 and the results of their operations and their cash flows for each of 
 the years in the three-year period ended December 31, 1997 in conformity 
 with generally accepted accounting principles.

 March 16, 1998



ULTRADATA SYSTEMS, INCORPORATED AND SUBSIDIARY
Consolidated Balance Sheets
December 31, 1997 and 1996

Assets						                                             	1997	     	1996	
Current assets:									
	Cash and cash equivalents                          		$ 5,075,968   3,960,577 
	Trade accounts receivable, net of allowance for doubtful
 	accounts of $34,190 and $16,644 at December 31,1997
  and 1996, respectively		                              1,672,041   4,608,285 
	Costs and estimated earnings on long-term contracts			   528,620     438,670 
	Inventories					                                       3,504,835   3,289,453 
	Deferred tax assets			                                    63,815	     62,600 
	Prepaid expenses and other	current assets				            700,900	    641,376 

Total current assets				                               11,546,181  13,000,961 

Property and equipment, net			                            784,906     642,245 
Deferred compensation trust			                            126,740      91,689 
Other assets					                                         340,867      43,968 

Total assets			                                     	$ 12,798,694  13,778,863 

Liabilities and Stockholders' Equity

Current liabilities:
	Accounts payable				                                     509,338   1,374,346 
	Accrued expenses and other liabilities                   429,263     865,263 

Total current liabilities			                              938,601   2,239,609 

Deferred rent					                                         16,172     		8,708 
Deferred compensation liability		                         126,740      91,689 
Deferred tax liabilities			                                57,612      23,330 

Total liabilities					                                  1,139,125   2,363,336 

Commitments and contingencies                            				 -         	-     
Minority interest				                                      		 -         	-     

Stockholders' equity:								
Common stock, $.01 par value; 10,000,000 shares authorized;
 3,410,000 and 3,403,500 shares issued and
 outstanding at December 31, 1997 and 1996, respectively    34,100     34,035  
	Additional paid-in capital		                            9,799,936  9,763,001 
	Retained earnings				                                   2,366,095  2,028,991 
	Treasury stock				                                       (130,062)      -     
	Notes receivable issued for purchase of common stock			 (410,500)   (410,500)

Total stockholders' equity			                          11,659,569  11,415,527 
									
Total liabilities and stockholders' equity            $12,798,694  13,778,863 

See accompanying notes to consolidated financial statements.

ULTRADATA SYSTEMS, INCORPORATED AND SUBSIDIARY

Consolidated Statements of Operations
Years ended December 31, 1997, 1996, and 1995

                                            	1997       		1996	      	1995   
Net sales:										 
	Consumer products	                     	$ 13,253,980   8,282,436   9,437,239 
	Contract			                                  563,251     810,484     675,465 

Total net sales			                         13,817,231   9,092,920   10,112,70 

Cost of sales:
	Consumer products		                        5,365,307   3,496,215   4,659,406 
	Contract			                                  292,218     380,207     316,572 

Total cost of sales		                       5,657,525   3,876,422   4,975,978 

Gross profit			                             8,159,706   5,216,498   5,136,726 

Selling expense			                          4,540,359   2,297,307   1,348,780 

General and administrative	expense     		   2,327,498   1,725,720   1,131,796 

Research and development expense            1,022,095   1,001,646     556,213 

Operating profit			                           269,754     191,825   2,099,937 

Other income (expense):
	Interest expense		                            (1,155)     (3,428)    (13,743)
	Interest income		                            225,566     120,693     142,359 
	Royalty income			                                570 	       503 	       114 
	Other, net                                       594     	(4,448)    (10,019)

Total other income, net		                     225,575     113,320     118,711 

Income before income tax expense              495,329     305,145   2,218,648 

Income tax expense		                          158,225      97,008     836,746 

Net income			                           	$    337,104     208,137   1,381,902 

Earnings per share:
	Basic			                                    	$	0.10 		     0.08       	0.60   

	Diluted		                                   	$	0.10 		     0.08       	0.54   

See accompanying notes to consolidated financial statements.


ULTRADATA SYSTEMS, INCORPORATED AND SUBSIDIARY

Consolidated Statements of Stockholders' Equity
Years ended December 31, 1997, 1996 and 1995

  
		   					                                       	Notes		     
	 		  				                                       	receivable	     
		                 	Unrealized			                	issued	     
	        Additional	loss on			                   	for purch    Total
Common   paid-in   	marketable	Retained Treasury  of commons   stockholders
stock	   capital   	securities	earnings stock     stock	       equity

Balance at December 31, 1994
$19,591 2,124,879    (104)     438,952 	           (413,250)  2,170,068
Purchase and retirement of 10,400 shares of common stock
                     (104)     (12,396) 					                   (12,500)
Net proceeds of initial public offering of 402,500 shares
  4,025 1,488,547 						                                      1,492,572
Net income
			                          1,381,902  			                   1,381,902
Decrease in unrealized loss on marketable securities
		                    104 						                                    104
Repayment of notes receivable issued for purchase of common stock  
								                                              2,750       2,750
Balance at December 31, 1995
 23,512 3,601,030 	          1,820,854   	         (410,500)  5,034,896

Exercise of warrants for 1,051,987 shares
 10,520 6,160,099							                                      6,170,619
Exercise of stock options for 300 shares
	     3     1,872								                                         1,875
Net income
 				                        	 208,137			                       208,137

Balance at December 31, 1996
 34,035 9,763,001		          2,028,991	            (410,500) 11,415,527
Exercise of stock options for 6,500 shares
     65    36,935 						                                         37,000
Purchase of 23,000 shares of treasury stock
						                                    (130,062)       	    (130,062)
Net income
					                          337,104 			                      337,104

Balance at December 31, 1997
$34,100 9,799,936 	            2,366,095  (130,062) (410,500)11,659,569

See accompanying notes to consolidated financial statements.	 

ULTRADATA SYSTEMS, INCORPORATED AND SUBSIDIARY

Consolidated Statements of Cash Flows
Years ended December 31, 1997, 1996 and 1995

					                                        	1997	       	1996	    	1995
												
Cash flows from operating activities
	Net income			                             $ 337,104      208,137  1,381,902 
	Adjustments to reconcile net income to net cash provided by
 	(used in) operating activities:
		Depreciation and amortization
                                   					     209,301     	101,060     62,841 
		Deferred income tax provision
					                                         33,067      (12,815)    14,545 
		Discount accretion
									                                                            (52,960)
	Increase (decrease) in cash due to changes in operating assets
 	and liabilities:
		Trade accounts receivable, net
					                                      2,936,244   (1,814,031)(1,741,044)
		Costs and estimated earnings on long-term contracts
					                                        (89,950)     173,647    (612,317)
		Inventories		                             (215,382)  (1,334,869)   (514,411)
		Prepaid expenses and other current assets
					                                        (59,526)    (518,524)    (91,843)
		Other assets	                             (296,899)     (26,430)     10,740 
		Accounts payable	                         (865,008)    	701,130    (156,631)
		Accrued expenses and other liabilities
					                                       (436,000)    	276,531      32,829 
		Deferred rent		                              7,464 	      7,464     	(6,137)

	Net cash provided by (used in) operating activities
                                 							   1,560,415   (2,238,700) (1,672,486)

Cash flows from investing activities:
		Purchase of marketable securities
                                        						-           	-       (2,498,189)
		Sale of marketable securities
                                             	-          	800,000   1,852,917 
		Capital expenditures                      (351,962)    (340,282)   (274,809)

Net cash (used in) provided by investing activities
                                   					    (351,962)    	459,718    (920,081)

Cash flows from financing activities:
	Proceeds from line of credit
                                             		-         	  -         765,500 
	Repayments of bridge loan financing
					                                         	-         	  -        (135,000)
	Principal payments on line of credit
				                                          	-           (448,000) (317,500)
	Proceeds from sale of stock	                  37,000     6,172,494     	-      
	Repurchase of stock	                        (130,062)    	  -        (12,500)
	Net proceeds from initial public offering
				                                          		-      	     -      1,492,572 
Deferred offering costs	                       	-      	     -	       183,208   
    Proceeds from repayment of notes
    receivable to purchase common stock                                 2,750 
	Increase in deferred compensation trust      (35,051)       (8,525)  (28,997)
	Increase in deferred compensation liability			35,051 	       8,525    21,049 

Net cash (used in) provided by financing activities
	                                             (93,062)    5,724,494 1,971,082 
												
Net increase (decrease) in cash and cash equivalents
					                                       1,115,391     3,945,512  (621,485)

Cash and cash equivalents at beginning of year
                                    					   3,960,577        15,065   636,550 

Cash and cash equivalents at end of year
                                    					$  5,075,968     3,960,577    15,065 

Supplemental disclosure of cash flow information:

	Cash paid during the year for interest
				                                    	$      1,184	        5,440    15,761 
 Cash paid during the year for taxes          275,569       341,389   635,998 

See accompanying notes to consolidated financial statements.


(1) Summary of Significant Accounting Policies

	(a)	Description of Business

	The principal business activity of Ultradata Systems, Incorporated (the
 Company) is the design, manufacture, and sale of hand-held electronic
 information products.  In addition, the Company performs laser system
 development and manufacturing under certain contracts with the United States
 government.

	(b)	Basis of Presentation

	The consolidated financial statements include the accounts of the Company
 and its previously majority-owned subsidiary, POIS, Inc. (POIS). 
 During the fourth quarter of 1997, the Company acquired the remaining 19%
 of POIS, Inc. As a result of operating losses incurred by POIS, the
 consolidated financial statements include 100% of the POIS accounts,
 as the minority interest did not have the ability to absorb these losses.
 All significant intercompany balances and transactions have been eliminated
 in consolidation.

	(c)	Use of Estimates

	Management of the Company has made a number of estimates and assumptions
 relating to the reporting of assets and liabilities and the disclosure of
 contingent assets and liabilities to prepare these financial statements in
 conformity with generally accepted accounting principles.  Actual results
 could differ from these estimates.

	(d)	Cash and Cash Equivalents

	For financial statement presentation purposes, cash and cash equivalents
 include deposits with initial maturities of less than three months,
 including money market accounts with investments in marketable securities.

	(e)	Accounting for Long-term Contracts

	Revenue under the Company's long-term contract is recognized on the
 percentage of completion method based upon incurred costs compared to total
 estimated costs under the contract.  Revisions to assumptions and estimates,
 primarily in contract value and estimated costs, used for recording sales
 and earnings are reflected in the accounting period in which the facts
 become known.

	Costs and estimated earnings on long-term contracts represent unbilled
 revenues, including accrued profits on long-term contracts accounted for
 under the percentage-of-completion method. 

	(f)	Inventories

	Inventories are valued at the lower of cost or market.  Cost is determined
 using the first-in, first-out (FIFO) method.

	(g)	Property and Equipment

	Property and equipment are stated at cost.  Maintenance and repairs are
 expensed as incurred.  Major improvements which materially extend useful
 lives are capitalized.  Depreciation is provided on the straight-line basis
 over the estimated useful lives of the assets, generally five years. 
 Leasehold improvements are amortized over the shorter of the term of the
 related lease or its useful life.

	(h)	Operating Lease

	Lease expense on the corporate facilities is recognized on a straight-line
 basis over the primary term of the lease.  The lease provides for
 accelerating rent over the lease term.  Accordingly, deferred rent has been
 recorded in the Company's consolidated balance sheet.


	(i)	Deferred Compensation Trust

	Deferred compensation trust represents contributions made by the Company to
 a Rabbi trust plus the related dividend and interest income earned on
 investments.  The amounts are restricted from use for operation purposes and
 investment decisions are made by the trust beneficiary.  The deferred
 compensation trust is recorded at its fair value.

	(j)	Revenue Recognition

	Revenue is recognized upon shipment of consumer products.  Revenue is
 recognized on the percentage-of-completion method for contracts.
 Cost of sales includes the material and other related costs.

	(k)	Other Assets

 Included in other assets are $290,635 of capitalized software development
 costs.  Software development costs are expensed as incurred until
 technological feasibility is achieved, after which they are capitalized
 on a product-by-product basis.  Amortization of capitalized software
 development costs will begin when the product is available for general
 release to customers.  For the period ended December 31, 1997, no
 amortization was recognized, as the product has not yet been released.

	(l)	Royalty Expense

	Royalty expense is recognized on a pro rata basis as units are sold.

	(m)	Income Taxes

	Deferred tax assets and liabilities are recognized for the future tax
 consequences attributable to differences between the financial statement
 carrying amounts of existing assets and liabilities and their respective
 tax bases and operating loss and tax credit carryforwards.  Deferred tax
 assets and liabilities are measured using enacted tax rates expected to
 apply to taxable income in the years in which those temporary differences
 are expected to be recovered or settled.  The effect on deferred tax assets
 and liabilities of a change in tax rate is recognized in the period that
includes the enactment date. 

(n)	Earnings Per Share

 Effective December 31, 1997, the company adopted Statement of Financial
 Accounting Standards (SFAS) No.128, "Earnings per Share."  SFAS No. 128
 requires the presentation of basic and diluted earnings per share for 1997
 interim and annual periods, and restatement of all prior periods presented. 
 Restated earnings per share information for 1997 and 1996 interim periods
 are contained in note 19,  "Unaudited Quarterly Financial Information".

(o)	Fair Value of Financial Instruments

	The Company discloses estimated fair values for its financial instruments. 
 A financial instrument is defined as cash or a contract that imposes on one
 entity a contractual obligation to deliver cash or another financial
 instrument to a second entity, and convesys to that second entity the rieght to
 receive cash or another financial instrument from the first entity. 

	(p)	Stock-Based Compensation

	SFAS No. 123, "Accounting for Stock-Based Compensation," encourages, but
 does not require companies to record compensation costs for stock-based
 employee compensation at fair value.  The Company has chosen to continue to
 account for stock-based compensation using the intrinsic value method
 prescribed in Accounting Principles Board Opinion (APB) No. 25, "Accounting
 for Stock Issued to Employees."

	


	(q)	Reclassifications

	Certain 1996 and 1995 balances have been reclassified to conform with the
 1997 presentation.

 (2)	Advertising

	The Company expenses the production costs of advertising the first time
 advertising takes place, except for direct response advertising, which is
 capitalized and amortized over its expected period of future benefits. 

	At December 31, 1997 and 1996, $ 191,814 and $510,521 of advertising costs
 were reported as an asset.  Included in the 1997 assets is $103,187 which
 represents capitalized costs of direct-response advertising. 
 Direct-response advertising consists primarily of credit-card inserts that
 include order coupons for the Company's products.  The capitalized costs of
 the advertising are amortized on a declining basis over the four-month
 period following the mailings.  Advertising expense totaled $2,066,472,
 $1,773,454 and $942,402 for fiscal years 1997, 1996, and 1995, respectively. 

 (3)	Inventories

	Inventories at December 31, 1997 and 1996 consist of the following:

					                       	1997			        	1996   

	Raw materials	         	$ 1,474,792			   $1,783,741
	Work in process	            170,369	 	      130,876
	Finished goods	   	       1,859,674 		    1,374,836
				                    	$ 3,504,835			  $ 3,289,453

 (4)	Property and Equipment

	Property and equipment at December 31, 1997 and 1996 consist of the following:

							                                            1997	        1996  
	Research and development equipment	          $  147,881   $  127,144
	Production equipment			                          44,501	     	44,501
	Tooling and test equipment		                    689,124      398,389
	Office furniture and equipment	                 275,973	     212,344
	Sales displays				                               69,011	     	59,548
	Tooling in process			                          	    -	        57,569
	Leasehold improvements 			                      109,908       84,941

                                               1,336,398	     984,436
	Less accumulated depreciation   
		and amortization	                              551,492      342,191
							                                       $  784,906  	$  642,245

	Depreciation and amortization expense for the years ended December 31, 1997,
 1996, and 1995 totaled $209,301, $101,060, and $62,841, respectively.

 (5)	Leases

	The Company revised and expanded its corporate facilities lease as of
 November 1, 1995.  The lease is an operating lease which expires October 31,
 2001.  The lease is cancelable after October 1998.  The Company pays monthly
 rent plus 31% of all building expenses.  Rental expense totaled
 approximately $120,100,  $117,300, and  $49,300 for the years ended
 December 31, 1997, 1996, and 1995, respectively. 

	

	

	Future minimum lease payments and the related totals expensed for financial
 reporting under the operating lease consist of the following:

							                                      Rent
					                              Cash	     expense to be
					                              Payment   recognized

	Year ending December 31:
                        	1998 				$   94,544  		99,520
	                        1999 				   106,984	  	99,520
                        	2000 				   106,984	  	99,520
                        	2001 				    89,153	  	82,933
				                              $  397,665   381,493

 (6)	Accrued Expenses and Other Liabilities

	Accrued expenses and other liabilities at December 31, 1997 and 1996 consist
 of the following:

	                                     								1997	    1996

	Accrued sales commissions and royalties	$   90,003  	$ 95,119
	Accrued advertising				                     51,850    433,811
	Income taxes payable				                    27,278	   173,637
	Other							                               260,132	   162,696
							                                 	$  429,263	  $865,263

 (7)	Deferred Compensation

	Deferred compensation represents the market value of investments made by the
 Company in conjunction with a deferred compensation arrangement with the
 Company's President for services provided prior to 1991.  Five annual
 payments of $12,800 were paid through December 31, 1995 to a Rabbi trust for
 the benefit of the Company's President (see note 1).

(8)	Line of Credit

	On March 4, 1994, the Company entered into a revolving line of credit with a
 commercial bank which requires monthly interest payments at the prime rate
 (8.5 %, and 8.25% at December 31, 1997 and 1996, respectively) on
 outstanding borrowings. The line of credit totaled $2,000,000 at December
 31, 1997 and 1996. There were no outstanding borrowings at December 31, 1997
 or 1996.  The line of credit is unsecured and expires May 1, 1998.  
 Management anticipates renewing the line of credit prior to that time.

(9)	Initial Public Offering and Subsequent Warrant Conversion

	Effective on February 7, 1995, the Company completed an initial public offering
 of securities. The proceeds, net of underwriting fees and offering expenses,
 from the aggregate sale of 402,500 shares of common stock and 402,500
 redeemable Class A warrants were $1,492,572.  Each Class A warrant permitted
 the holder to purchase one share of common stock for $6.00 from January 31,
 1996 through January 30, 1988.  An additional 600,000 Class A warrants were
 sold to the public by certain selling security holders at that time.

	During 1996, the Class A warrants were converted into 1,051,987 shares of
 common stock, including 1,022,887 shares which were converted in the fourth
 quarter as a result of the Company calling for the redemption of all of its
 outstanding warrants, including underwriters' warrants, at a redemption
 value of $0.05 per warrant.  Net proceeds totaled $6,172,494 after deducting
 expenses totaling $135,603. 




(10)	Notes Receivable Issued for Purchase of Common Stock

	Notes receivable issued for purchase of common stock represent unsecured
 advances made by the Company to various employees for stock options
 exercised.  The notes bear interest at 6% per annum and are due, together
 with accrued interest, on demand on either the termination of employment or
 the sale of underlying stock, whichever comes first.

(11)	Earnings Per Share 

 A reconciliation of the numerator and denominator of the earnings per share
 calculations is provided for all periods presented.  The numerator for basic
 and diluted earnings per share is net income for all periods presented.  The
 denominator for basic and diluted earnings per share for 1997, 1996 and 1995
 follows:
	
	                       				                 	1997	      	1996      		1995
Weighted average shares used for basic earnings per share	           					   
                                            3,400,967   2,717,837   2,308,945
Effect of dilutive securities:
	Warrants			                                     - 	         - 	      214,725
	Stock Options			                              24,646    	 55,402      22,022

Weighted average shares used for diluted earnings per share	           					 
                                            3,425,613   2,773,239   2,545,692

 Options to purchase 102,000 shares of common stock at prices ranging from
 $6.75 to $7.39 per share were outstanding during 1997 but were not included
 in the computation of diluted earnings per share because the options'
 exercise price was greater than average market price of the common shares.

(12)	Income Taxes

	Income tax expense (benefit) for the years ended December 31, 1997, 1996,
 and 1995 consists of:
							                                                      1997		
					                                             	Current 	Deferred 	 Total
Federal				                                       $100,446	  29,922   130,368
State					                                        $ 24,712	   3,145    27,857

                                    					         $125,158   33,067   158,225

	                                                    							  1996 	
					                                             	Current 	Deferred  	Total 	
Federal				                                      $  90,784	 (11,466)   79,318
State					                                          19,039	  (1,349)   17,690

                                        					    $ 109,823	 (12,815)   97,008

                                                     							  1995		
					                                              Current 	Deferred  	Total	
Federal			                                      	 $755,277	  13,340   768,617 	
State					                                          66,924	   1,205	   68,129	
					                                             $822,201	  14,545   836,746 

	Income tax expense for the years ended December 31, 1997, 1996, and 1995
 differed from the amounts computed by applying the statutory U.S. federal
 corporate income tax rate of 34% to income before income tax expense as a
 result of the following:

                                              	       1997	    1996     1995

Expected income tax expense	                 	    $ 168,412  103,749  754,340
 Increase (decrease) in income taxes
 resulting from:
	State income taxes,net of Federal Benefit:                             	    
                                                      18,386   11,675	 44,966
	Nondeductible expenses for federal income tax purpose
						                                                13,995   15,100  65,195
	Research and experimental credits
	                                                    (25,589) (33,147)(27,755)
	Other, net				                                      (16,979)   	(369)  	-	
					                                              $ 158,225   97,008 836,746


	The tax effects of temporary differences that give rise to significant
 portions of the deferred tax assets and liabilities at December 31, 1997 and
 1996:


                                                        1997	   1996
	Deferred tax assets:
	Capital loss carryforwards              		         $  6,664    6,664
	Accounts receivable, principally due to
	accrual for financial reporting purposes       	     12,992   16,450
	Inventories, principally due to additional
	costs inventoried for tax purposes	
	pursuant to the Tax Reform Act of 1986	              32,936   31,316
	Other	                                               11,223	   8,170
	Total deferred tax assets			                      $  63,815	  62,600


	Deferred tax liabilities:
	Prepaid advertising			                            $ (39,211)   	 -      
		Property, plant and equipment, principally
	due to differences in depreciation basis	           (18,401) (23,330)
	Total deferred tax liabilities	                   $ (57,612) (23,330)
Net deferred tax assets	                           $   6,203   39,270 

 Management of the Company believes the deferred tax assets will more likely
 than not be realized and, therefore, no valuation allowance has been
 recorded at December 31, 1997 or 1996.

(13)	Employee Benefit Plans

	(a)	Simplified Employee Pension Plan

	The Company maintains a simplified employee pension plan covering all
 full-time employees.  Subject to approval by the Board of Directors, the
 Company matches employee contributions up to 3% of the compensation paid to
 participating employees, as defined by the plan.  Employees may contribute
 up to 12% of their compensation.  Expense attributable to Company
 contributions totaled $33,030, $27,546 and  $17,848, during the years ended
 December 31, 1997, 1996, and 1995, respectively. 

	(b)	Incentive Stock Option Plans

	At December 31, 1997, the Company has two fixed stock option plans, which
 are described below.  The Company applies APB Opinion No. 25 and related
 interpretations in accounting for its plans.  Accordingly, no 
 compensation cost has been recognized for its fixed stock option plans.  Had
 compensation cost for the Company's two fixed stock option plans been
 determined consistent with SFAS No. 123, the Company's net income and
 earnings per share would have been reduced to the pro forma amounts
 indicated below:
                                                                             
  			
                                 					   1997	    1996	     1995

Net income
		As reported	                      	$ 337,104	$ 208,137	$ 1,381,902
	 Pro forma			                       $ 115,127	$ 109,993	$ 1,179,853

Basic earnings	    As reported        	$  0.10     $ 0.08 	   $ 0.60
per share	         Pro forma	          $  0.03     $ 0.04     $ 0.51

Diluted	           As reported	        $  0.10	    $ 0.08 	   $ 0.54
earnings per share Pro forma	          $  0.03	    $ 0.04	    $ 0.46

	Under the 1994 Incentive Stock Option Plan, the Company may grant incentive
 stock options to its employees, officers, directors, and consultants of the
 Company to purchase up to 175,000 shares of common stock.  Under the 1996
 Incentive Stock Option Plan the Company may grant incentive stock options
 to its employees, officers, directors, and consultants of the Company to
 purchase up to 175,000 shares of common stock.  Under both plans, the
 exercise price of each option equals the market price of the Company stock
 on the date of grant, and the options' maximum term is five years.  Options
 are granted at various times and are exercisable immediately.

	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 used for grants in 1997, 1996 and 1995, respectively:  dividend
 yield of zero for all years; expected volatility of 52.3%, 58.6% and 47.3%;
 risk-free interest rates of 5.70%, 6.42% and 6.00%; expected lives of five
 years for both plans.

	A summary of the status of the Company's two fixed stock option plans as of
 December 31, 1997, 1996, and 1995 and changes during the years then ended is
 presented below:



 The following table summarizes information about fixed stock options
 outstanding at December 31, 1997


                                   1997             1996           1995
                                     Weighted         Weighted        Weighted
                                     average          average         average 
                                     exercise         exercise        exercise
                           Shares    price    Shares  price    Shares price

 Outstanding at beginning of year
                           215,692    $ 6.26  164,492  $ 5.91     -        -
 Granted                   210,100    $ 5.82   51,500  $ 7.39 164,992  $ 5.91
 Exercised                  (6,500)   $ 5.69     (300) $ 6.25     -        -
 Forfeited                (118,100)   $ 6.26     -        -      (500) $ 5.75 
 Outstanding at end of year
                           300,792    $ 5.85   215,692 $ 6.26  164,492 $ 5.91
    

Weighted average fair value
  of options granted to  
  employees during the year   $ 3.02               $ 3.88          $2.91
     




                           Options outstanding and exercisable

                     Number            Weighted average
        Range of     outstanding at    remaining         Weighted average
    exercise prices December 31, 1997  contractual life  exercise price

    $5.00 - $5.99      209,600            4.2 years            $ 5.48
    $6.00 - $6.99       78,192            3.8 years            $ 6.61
    $7.00 - $7.99       13,000            4.0 years            $ 7.30

                       300,792            4.1 years            $ 5.85


(14)	Commitments and Contingencies

	On September 14, 1989, the Company entered a royalty agreement relating to
 its ROAD WHIZ product.  After 20,000 ROAD WHIZ units are sold, the agreement
 provides for a 1% royalty payment on net sales of the ROAD WHIZ  product and
 1/2% on the Company's other products which incorporate the ROAD WHIZ
 database.  Royalty payments are made quarterly until September 13, 2009.
 During the years ended December 31, 1997, 1996, and 1995, royalty expense
 totaled $116,480, $55,540 and $66,477, respectively.

	On October 17, 1994, the Company entered into a royalty agreement for the
 use of a database for its GREENSFINDER product.  The agreement provides for
 an initial payment of $24,000, representing the royalty payment for the
 first 6,000 GREENSFINDER units sold.  After 6,000 units are sold, the
 royalty fee will be 10% of the net sales price as defined in the agreement. 
 In addition, the Company will pay a royalty fee of 20% of the net sales
 price as defined in the agreement for GREENSFINDER upgrades.  The agreement 
 is valid for five years. The Company is amortizing the initial payment on a
 pro rata basis over 6,000 units sold, not to exceed five years. During the
 years ended December 31, 1997, 1996, and 1995, royalty expense totaling
 $9,665, $9,317, and $16,352, respectively were recognized.

(15)	Related-party Transactions

	On May 23, 1994, the POIS joint venture agreement was modified, resulting in
 an 81% ownership for the Company.  In addition to his salary, Mr. Kenig will
 receive a commission from POIS equal to 5% of the first $1 million of POIS's
 net sales, 2% of its next $9 million of net sales, and 4% of its net
 earnings in excess of $250,000.  Commissions of $25,583 and $14,073 were
 paid to Mr. Kenig during 1997 and 1996 respectively.  No commissions were
 paid to Mr. Kenig during 1995.  As of December 31, 1997 the Company acquired
 the remaining 19% of POIS, Inc.

(16)	Significant Customer

	For the year ended December 31, 1997, the company relied on one customer for
 approximately 52.1% of consumer product sales. Accounts receivable from that
 customer totaled $335,198 at December 31, 1997.

 For the year ended December 31, 1996, the Company relied on one customer for
 approximately 21% of consumer product sales.  Accounts receivable from that
 customer totaled $1,657,571 at December 31, 1996.


	For the year ended December 31, 1995, the Company relied on one customer for
 approximately 47% of consumer product sales.  Accounts receivable from that
 customer totaled $2,007,388 at December 31, 1995.


(17)	Disclosure About the Fair Value of Financial Instruments

	For cash and cash equivalents, marketable securities, trade accounts
 receivable, costs and estimated earnings on long-term contracts, prepaid
 expenses and other current assets, accounts payable, and accrued expenses
 and other liabilities, the carrying amount approximates fair value because
 of the short-term maturity of these instruments.

(18)	Subsequent Event
 
 On March 23, 1997 the Company acquired an 18.9% share in the ownership of
 Talon Research Development, Ltd. of New Zealand (Talon) and 70% of a new
 U.S. based company dedicated to the marketing of GPS (Global Positioning
 Satellite) applications.

 Talon is an international electronics company and manufacturer of GPS
 receivers, including those used in the Travel(Star product recently
 introduced by the Company.

 The Company paid approximately $300,000 (US) for the 18.9% stake in Talon,
 and has options through mid-1999 to acquire up to 100% of Talon.     
	

 (19)	Quarterly Financial Information (Unaudited)

                                       First		 Second		 Third		  Fourth
                                      quarter		quarter		quarter		quarter
(Dollars in thousands, except per share amounts)
	
	1997:
		Net sales		                          	$2,929		 3,821  		3,220		  3,847
		Gross profit			                        1,785	  2,222  		1,909  		2,244
		Net income (loss)			                      25	    265 		   106 	    (59)
		Earnings (loss) per share  -
			basic and diluted	  	                $  .01	   . 08 	    .03 	   (.02)

	1996: 
		Net sales		                          	$  859		  1,747 		 1,451		  5,036
		Gross profit			                           47	     946      784	 	 3,016
		Net income (loss)			                    (294)		   (73)    (118) 	   693
		Earnings (loss) per share  -
	  basic	                              $  (.12)	   (.03)   	(.05)	    .28	
	  diluted                               	(.10)   	(.03)   	(.05)    	.26			
			 	
	



SIGNATURES

 In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
 caused this report to be signed on its behalf by the undersigned, thereunto
 duly authorized.

Ultradata Systems, Incorporated
		By:


		/s/ Monte Ross 
		__________________________
Monte Ross, President, Chief 
		Executive Officer and Chairman 
		of the Board

 In accordance with the Exchange Act, this report has been signed below by the
 following persons, on behalf of the registrant and in the capacities and on 
 the dates indicated.
							
March 24, 1998
		/s/ Monte Ross                     ____________________________   
                                     Monte Ross
                                     President,Chief Executive Officer
                                     and Chairman of the Board

March 24, 1998
		/s/ Mark L. Peterson               ________________________________   
                                     Mark L. Peterson,
                                     Vice President of Engineering, 
                                     Secretary and Director

March 24, 1998
		/s/Ernest Clarke                   _______________________________   
                                     Ernest Clarke,
                                     Vice President of Government Programs,  
                                     Director

March 24, 1998
		/s/ Steven H. Akre                 ________________________________________
                                     Steven H. Akre, 
                                     Director

March 24, 1998
		/s/ Bruce L. Miller                ________________________________________
                                     Bruce L. Miller,
                                     Director

March 24, 1998
		/s/ John J. Clancy                 ________________________________________
                                     John J. Clancy, 
                                     Director


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