U.S. SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549

                                  FORM 10-QSB/A
                                 AMENDMENT NO. 2
(MARK ONE)
(X)  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 - FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000

( )  TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF
     1934 FOR THE TRANSITION PERIOD FROM _________TO_________

                       COMMISSION FILE NUMBER  0-25380


                       ULTRADATA SYSTEMS, INCORPORATED
------------------------------------------------------------------------
     (Exact name of small business issuer as specified in its charter)


        Delaware                                      43-1401158
------------------------------------------------------------------------
(State or other jurisdiction of    	(I.R.S. Employer Identification No.)
  incorporation or organization)

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


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

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Securities 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  [ ]

State the number of shares outstanding of each of the issuer's classes of
common equity as of the latest practicable date.

Class                                Outstanding as of  May 8, 2000
-------------------------------------------------------------------
Common, $.01 par value                        3,178,345

Transitional Small Business Disclosure Format  Yes [ ]    No  [X]




                                                      File Number
                                                        0-25380

                        ULTRADATA SYSTEMS, INCORPORATED
                                 FORM 10-QSB/A
                                March 31, 2000
                                     INDEX

                                 AMENDMENT NO. 2

     The Registrant hereby amends the following items, financial statements,
exhibits or other portions of its Quarterly Report on Form 10-QSB for the
quarter ended March 31, 2000, as set forth in the pages attached hereto:

PART I - FINANCIAL INFORMATION

     Item 1.  Unaudited Financial Statements

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



                     ULTRADATA SYSTEMS, INCORPORATED
                               FORM 10-QSB
                              MARCH 31, 2000
                                  INDEX

PART I - FINANCIAL INFORMATION                            PAGE

     Item 1.  Unaudited Financial Statements

              Balance Sheets at March 31, 2000 and
               December 31, 1999                           3.

              Statements of Operations for the three
               months ended March 31, 2000 and 1999        4.

              Statements of Stockholders' Equity for
               the three months ended March 31, 2000       5.

              Statements of Cash Flows for the three
               months ended March 31, 2000 and 1999        6.

              Notes to Financial Statements                7.

     Item 2.  Management's Discussion and Analysis of
               Financial Condition and Results of
               Operations                                  9.

PART II - OTHER INFORMATION                               13.

          Signatures                                      13.


                     ULTRADATA SYSTEMS, INCORPORATED


Balance Sheets

As of March 31, 2000 and December 31, 1999


                                               March 31,    December 31,
                                                 2000           1999
Assets                                        (Unaudited)

Current assets:

 Cash and cash equivalents                    $1,903,003     $1,220,134
 Restricted cash                                 402,492        410,888
 Trade accounts receivable, net of allowance
  for doubtful accounts of $5,000 and
  $16,475, respectively                          438,028      1,482,268
 Inventories                                   1,732,158      1,655,422
 Prepaid expenses and other current assets       172,995        105,778
                                               ---------      ---------
Total current assets                           4,648,676      4,874,490

Property and equipment, net                      671,600        683,936
                                               ---------      ---------
Total property and equipment                     671,600        683,936

Deferred compensation trust investments,
 available for sale                              126,088        105,834
Investment in Talon Research and
 Development, Ltd.                               882,715        827,903
Investment in Influence Data, LLC                135,540        255,667
Advances to affiliates                           277,352        272,683
Advertising credits                              249,685        249,685
Other assets                                       8,594         38,594
                                               ---------      ---------
Total assets                                  $7,000,250     $7,308,792
                                               =========      =========

Liabilities and Stockholders' Equity

Current liabilities:
Accounts payable                                $197,154       $156,214
Accrued expenses and other liabilities           108,970        262,464
                                               ---------      ---------
Total current liabilities                        306,124        418,678

Deferred rent                                     11,818         13,684
Deferred compensation liability                  128,580        116,722
                                               ---------      ---------
Total liabilities                                446,522        549,084

Stockholders' equity:
 Common stock, $.01 par value; 10,000,000
  shares authorized; 3,504,516 and 3,410,000
  shares issued, respectively                     35,045         34,100
 Additional paid-in capital                   10,165,574      9,851,894
 Accumulated deficit                          (2,544,622)    (2,024,687)
 Treasury stock (326,171 shares at cost)        (942,311)      (942,311)
 Notes receivable issued for purchase of
  common stock                                  (198,805)      (197,117)
 Accumulated other comprehensive income, net      38,847         37,829
                                              ----------     ----------
Total stockholders' equity                     6,553,728      6,759,708
                                              ----------     ----------
Total liabilities and stockholders' equity    $7,000,250     $7,308,792
                                              ==========     ==========

See accompanying summary of accounting policies and notes to financial
statements.


ULTRADATA SYSTEMS, INCORPORATED

Statements of Operations

Three months ended March 31, 2000 and 1999


                                                2000          1999
                                                   (Unaudited)


Net sales                                   $  289,687   $1,083,791

Cost of sales                                  175,116      536,754
                                              --------    ---------
Gross profit                                   114,571      547,037

Selling expense                                 78,959      718,510
General and administrative expenses            443,792      535,491
Research and development expense                96,233       99,226
                                              --------    ---------
Operating loss                                (504,413)    (806,190)

Other income (expense):
 Interest income                                18,933       17,908
 Equity in (losses)/earnings of
  unconsolidated affiliates                    (65,315)      54,084
 Other, net                                     30,860       35,376
                                              --------    ---------
Total other income                             (15,522)     107,368
                                              --------    ---------
Loss before income tax expense                (519,935)    (698,822)

Income tax expense                                   -            -
                                              --------    ---------
Net loss                                    $ (519,935)  $ (698,822)
                                              ========    =========
Loss per share:
 Basic and diluted                          $    (0.17)  $    (0.22)
                                              ========    =========

Weighted Average Shares Outstanding:
 Basic and diluted                           3,105,235    3,154,682
                                             =========    =========


See accompanying summary of accounting policies and notes to financial
statements.


ULTRADATA SYSTEMS, INCORPORATED

Statement of Stockholders' Equity

Three Months Ended March 31,2000

<TABLE>

                                                            Notes                           Current Year
                         Additional Retained                Receivable      Accumulated     Classification
                 Common  Paid-in    Earnings     Treasury   for Purchase    Comprehensive   Total
                 Stock   Capital    (Deficit)    Stock      of Common Stock Income, Net     S/H Equity
--------------------------------------------------------------------------------------------------------
<S>              <C>     <C>        <C>          <C>        <C>             <C>             <C>
Balance at
 Jan 1, 2000     34,100 $ 9,851,894 $(2,024,687) $(942,311) $ (197,117)      $ 37,829        $6,759,708
Exercise of
 94,516 stock
 options            945     313,680                                                            314,625
Repayment of
 notes receivable
 issued for
 purchase of common
 stock                                                                                               -
Accrued interest on
 notes receivable
 issued for
 purchase of common
 stock                                                          (1,688)                         (1,688)
Comprehensive income
 Net loss                              (519,935)                                              (519,935)
Other comprehensive
 loss, net of tax:
 Net unrealized gain
 on Deferred
 Compensation trust
 Available for sale
 securities                                                                    1,018             1,018
Comprehensive loss                                                                            (518,917)
-------------------------------------------------------------------------------------------------------
Balance at
 March 31, 2000   35,045 $10,165,574 $(2,544,622) $(942,311) $(198,805)     $ 38,847        $6,553,728
                  =====================================================================================

</TABLE>

See accompanying summary of accounting policies and notes to financial
statements.

ULTRADATA SYSTEMS, INCORPORATED

Statements of Cash Flows

Three months ended March 31, 2000 and 1999

                                              2000          1999
                                                  (Unaudited)
Cash flows from operating activities:

 Net loss                                  $ (519,935)   $ (698,822)

 Adjustments to reconcile net loss to net
  cash provided by (used in) operating
  activities:
    Depreciation and amortization              58,980        67,869
    Inventory reserve                          30,000        27,500
    Equity in losses/(earnings) of
     unconsolidated affiliates                 65,316      (54,084)
    Realized gain on investments              (10,602)            -
    Bad debt expense on notes receivable            -         7,750
    Increase (decrease) in cash due to
     changes in operating assets and
     liabilities:
     Trade accounts receivable, net         1,044,240     1,616,595
     Costs and estimated earnings on
      long-term contracts                           -        85,773
     Inventories                             (106,736)      182,964
     Prepaid expenses and other current
      assets                                  (67,217)      490,109
     Accounts payable                          40,940      (530,645)
     Accrued expenses and other liabilities  (153,494)   (1,420,534)
     Deferred rent                             (1,866)       (1,866)
     Deferred compensation trust liability     11,858             -
     Other assets                              28,312           231
                                            ---------     ---------
Net cash provided by (used in) operating
 activities                                   419,795      (227,160)

Cash flows from investing activities:
    Investment in affiliated company                -        (9,223)
    Deferred compensation trust investments    (8,634)            -
    Advances to affiliated company             (4,669)      (16,423)
    Capital expenditures                      (46,644)         (640)
                                            ---------      --------
Net cash used in investing activities         (59,947)      (26,286)

Cash flows from financing activities:
    Repurchase of common stock at cost              -        (2,125)
    Proceeds from exercise of employee
     stock options                            314,625             -
    Restricted cash                             8,396             -
                                            ---------      --------
Net cash provided by (used in) financing
 activities                                   323,021        (2,125)
                                            ---------      --------
Net increase (decrease) in cash and cash
 equivalents                                  682,869      (255,571)

Cash and cash equivalents at beginning of
 period                                     1,220,134     1,254,091
                                            ---------     ---------
Cash and cash equivalents at end of the
 period                                   $ 1,903,003   $   998,520
                                            =========     =========

See accompanying summary of accounting policies and notes to financial
statements.


ULTRADATA SYSTEMS, INCORPORATED

March 31, 2000

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying interim financial statements included herein have been
prepared by Ultradata Systems, Incorporated (the "Company"), without audit
in accordance with generally accepted accounting principles and pursuant to
the rules and regulations of the Securities and Exchange Commission for
interim financial information.  Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations, although the Company believes that the disclosures made
are adequate to make the information presented not misleading. The Company's
investment in Talon Research and Development, Ppty., Auckland, NZ  Ltd. of
24.9% and in Influence Data, LLC, of 33.3% are accounted for using the equity
method.

In the opinion of management, the information furnished for the three-month
periods ended March 31, 2000 and 1999, respectively, includes all adjustments,
consisting solely of normal recurring accruals necessary for a fair
presentation of the financial results for the respective interim periods and
is not necessarily indicative of the results of operations to be expected for
the entire fiscal year ending December 31, 2000.  It is suggested that the
interim financial statements be read in conjunction with the audited
consolidated financial statements for the year ended December 31, 1999, as
filed with the Securities and Exchange Commission on Form 10-KSB (Commission
File Number 0-25380).

Use of Estimates

The financial statements have been prepared in conformity with generally
accepted accounting principles and, as such, include amounts based on informed
estimates and adjustments by management, with consideration given to
materiality. Actual results could vary from those estimates.


Note 1. Nature of Operations

The principal business activity of Ultradata Systems, Incorporated (the
Company), located in  St. Louis, Missouri, is the design, manufacture, and
sale of hand-held electronic information products.


Note 2. Incentive Stock Option Plan

As of March 31, 2000, the Company's outstanding employee stock options
totaled 320,407 shares. These options have been issued to key employees,
officers, directors and consultants of the Company. The Company is authorized
to issue 350,000 shares of incentive stock options or non-qualified stock
options.  These options are in addition to the 160,000 options issued per the
Option Agreement with Influence Content, LLC, for the joint venture,
Influence Data, LLC.  In addition, there are 100,000 incentive stock options
approved by the Board of Directors that are subject to shareholder approval
in a future proxy statement.


Note 3. Inventories

Inventories consist of the following:

                                        March 31,     December 31,
                                          2000            1999

  Raw Materials                        $  906,254      $  815,337
  Work in Process                          62,360          62,360
  Finished Goods                        1,329,891       1,314,072
                                        ---------       ---------
                                        2,298,505       2,191,769
  Reserve for obsolescence               (566,347)       (536,347)
                                        ---------       ---------
                                       $1,732,158      $1,655,422
                                        =========       =========


Note 4. Prepaid Expenses

Prepaid expenses consist of the following:


                                      March 31,       December 31,
                                       2000              1999

  Prepaid advertising                 $      -         $ 24,781
  Prepaid tooling and manufacturing
   costs                                56,365           56,365
  Prepaid insurance                     34,754            9,940
  Other prepaid expenses                81,876           14,692
                                       -------          -------
                                      $172,995         $105,778
                                       =======          =======


Note 5. Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consist of the following:

                                       March 31,       December 31,
                                        2000              1999

  Accrued sales commissions and
   royalties                          $   3,506       $   39,948
  Payroll and payroll-related
   liabilities                           63,446           83,978
  Other                                  42,018          138,538
                                       --------         --------
                                      $ 108,970       $  262,464
                                       ========         ========

A provision for income taxes has not been recorded based upon the net
operating loss carryforward of approximately $3.9 million and the Company's
first quarter net loss.  A valuation allowance has been provided for those
net operating loss carryforwards and temporary differences in view of the
Company's continuing losses for 2000.

Note 6.  Amended Quarterly Filing

This amendment has been filed to correct the equity in losses of unconsolidated
affiliates previously recorded.  The correction occurred as a result of
unconsolidated affiliate financial information received after the original
10-QSB filing.


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


Forward-Looking Statements: No Assurances Intended

Item 2 contains certain forward-looking statements regarding the Company. Its
business, prospects and results of operations that are subject to certain
risks and uncertainties posed by many factors and events that could cause the
Company's actual business, prospects and results of operations to differ
materially from those that may be anticipated by such forward-looking
statements.  Factors that may affect such forward-looking results include:
the Company's ability to successfully develop new products for new markets
such as Travel*Star 24; customer acceptance of new products; the possibility
of the Company losing a large customer or key personnel; one-time custom-
product promotions; the Company's ability to manage growth and to successfully
integrate recent strategic marketing and product development alliances; the
impact of competition on the Company's revenues; delays in the Company's
introduction of new products; and the possibility of the Company failing to
keep pace with emerging technologies.

Accordingly, no assurances can be given that events or results mentioned in
any such forward-looking statements will in fact occur.  When used in this
discussion, words such as "believes" and phrases such as "are expected" and
similar expressions are intended to identify forward-looking statements, but
are not the exclusive means of identifying forward-looking statements.

Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this report.  The Company
undertakes no obligation to revise any forward-looking statements in order to
reflect events or circumstances that may subsequently arise.  Readers are
urged to carefully review and consider the various disclosures made by the
Company in this report and in the Company's report Form 10-KSB filed with the
Securities and Exchange Commission.

The analysis of the Company's financial condition, capital resources and
operating results should be viewed in conjunction with the accompanying
financial statements, including the notes thereto.


OVERVIEW

Ultradata Systems, Incorporated ("The Company") is engaged in the manufacture
and marketing of hand-held data retrieval devices that employ proprietary
data compression technology developed by the Company. The Company was formed
as a corporation in 1986, named Laser Data Technologies, Inc. The name was
changed, in November 1994, to Ultradata Systems, Inc., to better reflect the
Company's business orientation.

The Company's primary focus has been in research, development, and marketing
of electronic consumer travel products which utilize the Company's proprietary
database and patented 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
access useful information stored in a convenient manner.  The Company's
products generally sell at retail prices between $19.95 and $49.95 per unit.

The Company is in the process of expanding into the wireless/Internet
e-commerce market through its new products and new strategic partners.  The
Company believes it has significant intellectual property in databases,
software, and patents that can be applied in innovative systems involving the
Internet and wireless applications.  It has invested as a one-third owner in
Influence Data, LLC, with the objective that its web portal, DriveThere.com,
become a new kind of motor club for the new economy.  DriveThere.com plans on
utilizing the Company's proprietary databases for innovative wireless
applications involving partnerships with major communications companies. The
Company also is completing development of an advanced portable auto navigation
product, a version of TRAVEL*STAR 24, that can connect through wireless
channels to the Internet to offer unique services.  The Company's 24.9%
ownership in Talon Research and Development Company, LTD, of New Zealand
allows the Company to provide the TRAVEL*STAR 24 at a competitive price.  The
Company also benefits from Talon's rapid growth in supplying GPS (Global
Positioning Satellite) receivers in Original Equipment Manufacture (OEM)
applications to the domestic and international markets.

The Company entered into a joint marketing agreement in February 2000 with
United Marketing Group (UMG), owners of the travel club ITC-50.  In conjunction
with the agreement, the Company is developing a handheld unit that combines
the Company's interstate travel computer with the database of UMG's 50%-off
discount club hotels.

The Company is also planning to introduce several new products and to address
internet-related travel features in 2000, including:

 (a) a handheld travel computer that combines the interstate travel data with
     a cable link to the serial port of a personal computer, whereby turn-by-
     turn directions can be downloaded from an internet site;
 (b) the portable Travel(Star 24TM auto after-market navigation system, which
     is expected to have future variants that include wireless capability;
 (c) the Company has been working with its joint venture affiliate, Influence
     Data, LLC in a program Influence Data has with Lucent Technologies to use
     Lucent's PhoneBrowserTM technology, which accomplishes voice recognition
     from a cell phone and provides travel information by automated voice back
     to the user.  Direction to services and towns for the traveler would be
     accomplished by use of an ordinary cell phone with no additional hardware
     required by the user.  Existing cell phones could be used nationwide if
     this were successfully developed and implemented.




RESULTS OF OPERATIONS

Net sales for the three months ended March 31, 2000 were $289,687, compared
to $1,083,791 for the three months ended March 31, 1999, representing a
$794,104, or 73.2%, decrease for the quarter.  Approximately 30% of the first
quarter 2000 sales were to mass markets chain retailers, including ROAD WHIZ
PLUS sales to Kmart Stores, CAR AND DRIVER travel information computers to
Target Stores, with the remainder of the sales in handheld information
computers to premium, specialty catalogs, and miscellaneous retail outlets.
In the first quarter of 1999 the Company realized revenues of $452,759, or
41.8% of total revenue, attributable to a 1999 carryover credit-card and
direct-mail insert program.  Exclusive of the credit-card and direct-mail
carryover amounts, consumer sales decreased $341,345, or 54.1%, due to
decreased post-holiday-season demand during the quarter ended March 31, 2000
compared to the quarter ended March 31, 1999.

Gross profit for the current quarter totaled $114,571 or 39.5% of consumer
product sales as compared to $547,037 or 50.5% for the quarter ended March
31, 1999.  Gross profit was impacted by higher cost of sales during each of
the respective first quarters relative to the reduced sales volumes in each
quarter.

Selling expenses for the three months ended March 31, 2000 totaled $78,959
as compared to $718,510 for the quarter ended March 31, 1999, representing a
decrease of $639,551 or 89.0%.  The decrease is due to a strategic shift from
the Company's use of expensive direct-mail marketing and credit card programs
to a higher dependence marketing alliances with mass-market channels during
the first quarter of 1999.  Approximately $550,000 was expensed on direct-
mail marketing for the period ended March 31, 1999.

General and administrative expenses, for the three months ended March 31,
2000, totaled $443,792 as compared to $535,491 for the quarter ended March
31, 1999, representing a decrease of $91,699, or 17.1%.  The decrease reflects
executive salary reductions and other cost-cutting measures made after the
first quarter in 1999.

Research and development expense decreased $2,993 or 3.0%, to $96,233 during
the quarter ended March 31, 2000 compared to the same quarter in 1999. The
Company's research and development efforts continue to be tightly focused on
Travel Star 24TM.  The Company anticipates spending approximately $100,000 on
research and development during each of the remaining quarters of fiscal 2000
in order to complete the engineering of the Travel Star 24TM and to develop
advanced versions.

Other expense for the quarter ended March 31, 2000 totaled $15,222, compared
to other income of $107,368 for the quarter ended March 31, 1999,
representing a decrease of $122,890.  Interest income rose to $18,934 from
$17,908 for the quarter ended March 31, 1999 due to larger investable balances
and higher money-market yields.  Equity from affiliated companies decreased
to a loss of $65,316 compared to a gain of $54,884 for the period ended March
31, 1999, based on the fact that the Company realized a loss of approximately
$120,000 for its one-third interest in Influence Data, LLC.  The investment in
Influence Data, LLC did not occur until the second quarter of 1999.

As a result of the foregoing, the Company posted a net loss of $(519,935) or
($0.17) per share for the quarter ended March 31, 2000 compared to a net loss
($698,822) or ($0.22) per share for the quarter ended March 31, 1999.

FINANCIAL CONDITION AND LIQUIDITY

Historically the Company has funded its operations primarily through the sale
of Common Stock, through periodic borrowings, and from cash generated by
operations.  At March 31, 2000, the Company had $1,903,003 in cash and cash
equivalents, compared to $1,220,134 at December 31, 1999.  The Company's
operating activities provided cash totaling $419,795, primarily due to the
collection of $1,044,240 in accounts receivable, partially offset by a net
loss of $519,935 for the quarter, a net increase in inventory of $76,736, and a
reduction of accrued expenses and other liabilities of $153,494.

In the quarter ended March 31, 1999 operating activities used $227,160 of
cash as a result of the reduction in accounts payable and accrued expenses of
$1,951,179, the net loss in the quarter ended March 31, 1999 of $698,822,
partially offset by reductions in accounts receivable of $1,616,595.

Net cash used by investing activities for the quarter ended March 31, 2000
totaled $59,947,which includes $4,669 of advances to an affiliated company
and $46,644 for capital expenditures.  In the quarter ended March 31, 1999,
investing cash used totaled $26,286 primarily associated with investments in
and advances to affiliates.  The current quarter increase is primarily due to
expenditures in 2000 for capital asset development for the software tools
relating to the Travel(Star 24TM product.  Capital expenditures are expected
to aggregate $90,000 for the calendar year 2000.

Net cash provided by financing activities for the quarter ended March 31,
2000 of $323,020 included $314,625 from the proceeds of employee stock options
and $8,395 from the release of restricted cash.  For the quarter ended March
31, 1999 the Company expended $2,125 to purchase treasury stock.

Based upon the changes in current assets and current liabilities including
those discussed above, net working capital for the quarter ended March 31,
2000 decreased to $4,342,552 at March 31, 2000 from $4,455,812 at December
31, 1999.  The Company's current ratio at March 31, 2000 was 15.2 to 1, as
compared to 11.6 to 1 at December 31, 1999.

The Company has a letter of commitment for a secured line of credit totaling
$1.0 million including a $400,000 facility for a stand by letter of credit,
as part of a lending agreement between Talon and a New Zealand bank.  The
credit facility is secured by the Company's accounts receivable, inventories
and equipment, with an interest rate of 1% over Prime Rate.  The credit
facility expires July 1, 2000, and renewal will be sought to continue it for
another 12 months beyond.  The Company has not been notified that such renewal
will not be forthcoming.

The Company's projections of cash flow indicate that the liquidity provided by
existing cash and cash equivalents, the credit facility described above, and
the cash generated from operations may not be sufficient to provide for the
inventory required to supply the Company's projected fourth quarter sales.
The Company is therefore negotiating additional financing to cover the
potential shortfall.

YEAR 2000 ISSUES

The Company implemented plans to address Year 2000 issues and did not
experience any Y2K problems at year's end. The primary focus of its initiative
to prepare for Y2K during 1999 included a complete review of the Company's
information technology systems, other support systems, and the readiness of
Company suppliers and customers. Expenses related to the determination of
Year 2000 compliance have been expensed as incurred and have not been
material to the financial results of the Company.


                        ULTRADATA SYSTEMS, INCORPORATED
                                     10QSB

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings:

          None

Item 2.   Changes in Securities:

          None

Item 3.   Defaults upon Senior Securities:

          None

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

          None

Item 5.   Other Information:

          Influence Incubator, LLC ("Influence") is the co-venturer with
          the Company in Influence Data, LLC, which operates the website
          "DriveThere.com."  In connection with the initiation of that
          relationship, the Company had given Influence options to purchase
          160,000 shares of the Company's common stock at a blended price of
          $3.00 per share.

          The Company and Influence have now reached an agreement in
          principle to amend the Agreement for the joint venture relationship.
          The new agreement provides that the Company will advance Influence
          $200,000 and will issue to Influence an option to purchase
          150,000 shares at $4.00 per share and an option to purchase
          150,000 shares at $5.00 per share to replace the original option
          for 160,000 shares.  Both the Company and Influence will, as part of
          the aforementioned agreement, renew their commitment to work
          together to develop DriveThere.com.


Item 6.   Exhibits and Reports on Form 8-K:

          1. Share Issue and Option Agreement dated March 23, 1998 among
             Ultradata Systems, Inc., Talon Research & Development Co.,
             Limited, and certain shareholders of Talon.
          2. Variation of Option Deed dated August 27, 1998 between Talon
             Research & Development Co., Limited, certain shareholders of
             Talon, and Ultradata Systems, Inc.
          3. Deed made in 1999 relating to Variation of Option Deed between
             Talon Research & Development Co., Limited, certain shareholders
             of Talon, and Ultradata Systems, Inc.
          4. Internet Marketing Agreement dated May 1, 1999 between Ultradata
             Systems, Inc. and Influence Data, LLC.
          5. Operating Agreement of Influence Data, LLC dated May 3, 1999.
          6. Option Agreement dated May 4, 1999 between Ultradata Systems,
             Inc. and Influence Content, LLC.



                                  SIGNATURES


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

July 31, 2000                             /s/  Monte Ross
                                          Monte Ross, President and CEO
                                          (Duly authorized officer and
                                           principal financial officer)