U.S. SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549

                                  FORM 10-QSB

(MARK ONE)
(X)  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 - FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999

( )  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  August 2, 1999
Common, $.01 par value                             3,153,793

Transitional Small Business Disclosure Format Yes  ___ No  X

                                                          File Number
                                                            0-25380

                        ULTRADATA SYSTEMS, INCORPORATED
                                  FORM 10-QSB
                                 June 30, 1999
                                     INDEX

PART I - FINANCIAL INFORMATION                                     PAGE

     Item 1.  Unaudited Financial Statements

             Consolidated Balance Sheets at
               June 30, 1999 and December 31, 1998                   3.

             Consolidated Statements of Income
              for the three months ended June 30, 1999 and 1998
            and for the six months ended June 30, 1999 and 1998      4.

          Consolidated Statements of Cash Flows
                for the three months ended June 30, 1999 and 1998
             and for six months ended June 30, 1999 and 1998         5.

             Notes to Consolidated Financial Statements              6.

     Item 2.  Management's Discussion and Analysis of Financial
                Condition and Results of Operations                  8.

PART II - OTHER INFORMATION                                         13.

          Signatures                                                13.




ULTRADATA SYSTEMS, INCORPORATED AND SUBSIDIARY

Balance Sheets

                                                   June 30,   December 31,
                                                     1999        1998
                                                 -----------  -----------
                                                 (unaudited)
Assets

Current assets:
 Cash and cash equivalents                      $ 1,289,557  $  1,254,091
 Trade accounts receivable, net of allowance
  for doubtful accounts of $9,520 at June 30,
  1999 and December 31, 1998                        731,123     3,103,965
  Receivable due from affiliated company            312,534             -
  Costs and estimated earnings on long-term
   contracts                                          9,761        95,534
   Inventories                                    2,617,538     3,121,003
   Taxes Receivable                                 277,434       231,227
   Prepaid expenses and other current assets        140,513       794,252
                                                  ---------     ---------
 Total current assets                             5,378,460     8,600,072


Property and equipment, net                         701,162       835,307
Deferred tax asset                                  453,793       500,000
Deferred compensation trust                         150,702       150,702
Investment in affiliated companies                1,130,780       820,355
Advances to affiliates                              263,343       250,000
Other assets                                         58,707        64,212
                                                  ---------     ---------

Total assets                                      8,136,947    11,220,648
                                                  =========    ==========

Liabilities and Stockholders  Equity

Current liabilities:
 Accounts payable                                   215,121       940,222
 Accrued expenses and other liabilities             322,441     1,621,331
                                                   --------     ---------
 Total current liabilities                          537,562     2,561,553

Deferred rent                                        17,416        21,148
Deferred compensation liability                     150,702       150,702
                                                   --------     ---------
Total liabilities                                   705,680     2,733,403

Stockholders  equity:
 Common stock, $.01 par value; 10,000,000 shares
 authorized; 3,410,000 shares issued and
 outstanding at June 30, 1999 and December 31,
 1998 respectively                                   34,100        34,100
 Additional paid-in capital                       9,718,152     9,799,936
 (Accumulated Deficit) Retained earnings         (1,186,145)       59,039
 Treasury stock (326,171 and 255,200 shares
  at cost as of June 30, 1999 and December 31,
  1998, respectively)                              (942,311)     (900,281)
 Notes receivable issued for purchase of
  common stock                                     (192,529)     (505,549)
                                                 ----------    ----------
  Total stockholders  equity                      7,431,267     8,487,245
                                                 ----------    ----------
Total liabilities and stockholders  equity      $ 8,136,947  $ 11,220,648
                                                 ==========   ===========



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


ULTRADAA SYSTEMS, INCORPORATED AND SUBSIDIARY
Consolidated Statements of Operations

Three months and six months ended June 30, 1999 and 1998




                       Three months ended June 30,   Six months ended June 30,
                           1999        1998              1999         1998
                        ----------  -----------       ----------    ---------
                             (unaudited)                   (unaudited)
Net sales:

Consumer products       $1,170,931   $1,313,225        $2,254,722  $2,247,382
Contract                         -       66,033                 -     233,285
                         ---------    ---------         ---------   ---------

Total net sales          1,170,931    1,379,258         2,254,722   2,480,667

Cost of sales:
Consumer products          701,736      595,597         1,238,490     983,772
Contract                         -       54,304                 -     130,694
                         ---------    ---------         ---------   ---------
Total cost of sales        701,736      649,901         1,238,490   1,114,466

Gross profit               469,195      729,357         1,016,232   1,366,201

Selling expense            457,504      744,253         1,176,014   1,033,314
General and administrative
 expenses                  497,377      600,219         1,032,868   1,137,137
Research and development
expense                    121,487      119,581           220,713     251,025
                          --------    ---------         ---------   ---------

Operating loss            (607,173)    (734,696)       (1,413,363) (1,055,275)

Other income (expense):
 Interest expense                -          (34)                -         (34)
 Interest income            17,325       47,339            35,233     103,972
 Equity in affiliated
  company                   43,019       17,404            97,103      17,404
 Other, net                    467          495            35,843        (273)
                           -------      -------         ---------   ---------
 Total other income, net    60,811       65,204           168,179     121,069

Loss before income tax
 expense                  (546,362)    (669,492)       (1,245,184)   (934,206)

Income tax benefit               -      247,804                -      349,618

Net loss                 $(546,362)   $(421,688)      $(1,245,184)  $(584,588)
                          ========     ========        ==========     =======
Loss per share:
 Basic                   $   (0.17)   $   (0.13)      $     (0.39)  $   (0.18)

 Diluted                 $   (0.17)   $   (0.13)      $     (0.39)  $   (0.18)

Weighted Average Shares Outstanding:
 Basic                   3,167,577    3,323,093         3,161,130   3,334,361

 Diluted                 3,167,577    3,323,093         3,161,130   3,334,361



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

ULTRADATA SYSTEMS, INCORPORATED AND SUBSIDIARY
Consolidated Statements of Cash Flows

Six Months Ended June 30, 1999 and 1998
                                                   1999              1998
                                               -----------      ----------
                                               (unaudited)

Cash flows from operating activities:
 Net loss                                   $   (1,245,184)    $   (584,588)
 Adjustments to reconcile net (loss)income
  to net cash provided by (used in)
  operating activities:
    Depreciation and amortization                  134,785          124,560
    Deferred income tax provision                   46,207                -
    Inventory reserve                               49,977                -
    Equity in earnings of unconsolidated affiliate (97,039)         (17,240)
    Note Receivable Reserve                         15,500                -
    Increase (decrease) in cash due to changes
    in operating assets and liabilities:

    Trade accounts receivable, net               2,372,842          159,229
    Receivable due from affiliate company         (312,534)               -
    Costs and estimated earnings on long-term
     contracts                                      85,773          117,918
    Inventories                                    453,488          286,555
    Taxes Receivable                               (46,207)               -
    Prepaid expenses and other current assets      616,227         (375,000)
    Other assets                                     5,505         (132,365)
    Accounts payable                              (725,101)        (267,403)
    Accrued expenses and other liabilities      (1,298,890)        (144,813)
    Deferred rent                                   (3,732)           3,732
                                                ----------       ----------

Net cash (used in) provided by operating
 activities                                         51,617         (829,415)

 Cash flows from investing activities:
 Investment in affiliated companies                (13,386)        (282,500)
 Capital expenditures                                 (640)         (64,249)
                                                ----------       ----------
 Net cash used in investing activities             (14,026)        (346,749)

 Cash flows from financing activities:
 Borrowing against line of credit                        -          150,000
 Repurchase of common stock at cost                 (2,125)        (349,413)
 Proceeds from repayment of notes receivable to
  purchase common stock                                  -             5,000
                                                ----------       -----------
Net cash used in financing activities               (2,125)         (194,413)

Net(decrease) increase in cash and cash
 equivalents                                        35,466        (1,370,577)
Cash and cash equivalents at beginning
 of year                                         1,254,091         5,075,968
                                                 ---------         ---------
Cash and cash equivalents at end of period     $ 1,289,557       $ 3,705,391
                                                 =========         =========
Supplemental disclosure of cash flow information:
  Cash paid during the period for interest               -                34
  Cash paid during the period for taxes                  -                 -

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


ULTRADATA SYSTEMS, INCORPORATED

June 30, 1999

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,
except for the balance sheet at December 31, 1998, in accordance with
generally accepted accounting principles for interim financial information
and pursuant to the rules and regulations of the Securities and Exchange
Commission.  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 Co.,
Ltd., Auckland, NZ, of 18.9% through March 31, 1999, and 24.9%, thereafter,
is accounted for using the equity method.

     In the opinion of management, the information furnished for the three-
month and six-month periods, respectively, ended June 30, 1999 and 1998,
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, 1999.  It is
suggested that the interim financial statements be read in conjunction with
the audited consolidated financial statements for the year ended December 31,
1998, as filed with the Securities and Exchange Commission on Form 10KSB.

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. 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 loss for all periods presented.
The denominator for basic and diluted earnings per share for 1999 and 1998,
as follows:

                         For the three months ended For the six months ended
                                  June 30                  June 30
                         1999 (a)         1998 (b)    1999 (a)  1998 (b)
                         --------         --------    --------  ---------
Numerator:

Net Loss               $  (546,362)   $  (421,688)  $(1,245,184) $ (584,588)
Numerator for basic
 and diluted loss
 per share - loss
 available to
 common shareholders   $  (546,362)   $  (421,688)  $(1,245,184) $ (584,588)

Denominator:
 Denominator for basic loss
 per share - weighted
 average shares          3,167,577      3,323,493     3,161,130    3,334,361

Basic Loss Per Share    $    (0.17)    $    (0.13)    $   (0.39)  $   (0.18)

Effect of dilutive
 securities: Employee
 stock options                   -              -             -           -

Denominator for diluted loss per share -

Adjusted weighted
 average shares and
 assumed conversions     3,167,577      3,323,493     3,161,130    3,334,361

Diluted Loss per Share     $ (0.17)    $    (0.13)   $    (0.39)  $    (0.18)
(a) Options to purchase 310,192 shares of common stock at prices between $3.00
and $7.39 per share were outstanding at June 30,1999, but were not included
in the computation of diluted loss per share because the options' exercise
price was greater than the average market price of common shares.

(b) Options to purchase 274,100 shares of common stock at prices between $4.00
and $7.39 per Share were outstanding at June 30, 1998, but were not included
in the computation of diluted loss per share because the options' exercise
price was greater than the average market price of common shares.

Note 3. Incentive Stock Option Plan

     As of June 30, 1999, the Company s outstanding stock options totaled
310,192 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.


Note 4. Prepaid Expenses

   Prepaid expenses at June 30, 1999 and December 31, 1998 consist of the
following:

                                    June 30,       December 31,
                                     1999             1998
                                     ----             ----

Prepaid advertising               $  55,075        $ 554,784
Other prepaid expenses               85,438          239,468
                                    -------          -------
                                  $ 140,513        $ 794,252
                                  =========        =========

Note 5. Accrued Expenses and Other Liabilities

   Accrued expenses and other liabilities at June 30, 1999 and December 31,
1998 consist of the following:

                                       1999             1998
                                       ----             ----
Accrued sales commissions
   and royalties                    $  19,819        $    80,143
Accrued advertising                   192,527          1,361,085
Other                                 110,095            180,103
                                    ---------          ---------
                                    $ 322,441        $ 1,621,331
                                    =========        ===========

Note 6. Advances To Affiliates

     The Company has purchased certain electronic components used in
Travel*Star and other GPS applications and sold those components to Talon
Research and Development Co., Ltd. At June 30, 1999 a receivable from Talon
of $312,534 resulted from those transactions. Talon will repay all amounts
due during 1999.

Note 7.  Supplemental Cash Flow Information

     On August 12, 1998, the Company purchased an option to acquire additional
shares in Talon Research and Development Company, Ltd., for $314,162.  On
April 1, 1999, the parties agreed to apply the option proceeds, to increase
the Company s investment in Talon from 18.9% to 24.9%.
     On May 8, 1999, the Company formed a joint venture with Influence
Content, LLC. to form Influence Data, LLC. The joint venture will establish
an internet marketing site called  Next-Exit.com  featuring the Company s
travel computers. In exchange for the Company's one-third (33.3%) interest in
the venture, was funded by the issuance of 80,000 common shares, valued at
$200,000.  These were treasury shares previously purchased in the open market
by the Company for such use.
     On June 11, 1999 certain officers and directors of the Company surrendered
149,971 shares of common stock. The surrendered shares were used to reduce
principal and accrued interest on loans made by the Company. The shares are
held in the treasury.


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 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 the American Automobile Association (AAA) Trip Wizard, and
Travel*Star 24; customer acceptance of new products; the possibility of the
Company losing a large customer, or key personnel; new or terminated custom
product promotions; the Company's ability to manage growth and to
successfully integrate recent strategic marketing and product development
alliances, including the AAA Trip Wizard project; the impact of
competition on the Company's revenues; delays in the 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 reports on 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

     Since 1987, the Company has engaged in the development, manufacturing
and marketing of easy to use, portable data retrieval devices that employ the
Company s proprietary data compression technology for storing large
quantities of information on and retrieving it rapidly from a microprocessor
memory chip. These portable devices known as Road Whiz and
other tradenames, which retail for prices between $19.95 and $49.95, have
been primarily been sold through specialty retailers, television shopping
networks, promotional marketers, and premium sales organizations.

     Beginning in 1998, the Company introduced Travel*Star GPS which
incorporates both proprietary data technology and global positioning
satellite technology to provide location for proximate services. This item
retails at $249 to $349 depending on the features of the specific unit. The
GPS driven products have had limited sales to date. As a result of customer
feedback and the rapid development of the GPS market, the Company has
decided to re-engineer the product to provide more features and functionality
with TravelStar GPS 24. TravelStar GPS 24 integrates the GPS antenna and
receiver with the travel computer and display into one case and provides a
unique set of features comparable to in-car GPS systems, generally costing
$1,000 and higher. These features include route calculations and turn-by-turn
directions, with audible output, to service locations and sites across the
country. Management expects to bring the product to market at a retail
price of approximately $300. Preliminary interest from retailers based on
demonstrations of working prototypes has been encouraging.


Strategic Partnerships

     The Company has entered into a joint venture with Influence Content,
LLC.,  a website developer and marketer for e-commerce, and is one-third
owner of the joint venture, Influence Data, LLC . The new entity is
developing a web site denoted Next-Exit.com. Influence LLC, which has
developed web sites for Compaq Computer and Express Script, among
others, is configuring Next-Exit.com as a comprehensive road-travel portal.
Users can purchase road travel products and services and access road-travel-
related information. Examples of services to be provided include routing,
free e-mail while traveling, and hotel discounts and reservations. Related
information includes weather and road conditions and emergency roadside
assistance. A variety of travel-related products, in addition to Ultradata
products, will be sold through the web site and its links to other sites.
The initial site will be operational in August 1999 with full operation
scheduled for October 1999.

     The Company has entered into an agreement with the American Automobile
Association, (AAA) to incorporate AAA restaurant, lodging and service
facilities into a proprietary database that will also indicate the AAA
rating for each establishment. The unit will be called the AAA Trip Wizard.
The strong identity of AAA, and distribution through AAA member clubs, will
establish much stronger product identity in the marketplace. Initial
shipments of the AAA Trip Wizard were made in April 1999 to AAA affiliated
clubs, and orders have been received from specialty retailers for the unit.
Initial sales are exceeding planned levels.  The Missouri AAA is planning a
test program using the Trip Wizard as a premium incentive to renew or upgrade
membership.  If successful, this program could be expanded to other AAA
branches.

     In May the Company received approval of a patent application which
combines Global Positioning Satellite technology with radar detection devices
to provide a unit which is more accurate and less susceptible to false
readings that products currently on the market. Discussions are ongoing with
potential marketing partners to bring this concept to the market.

RESULTS OF OPERATIONS

     Net sales for the three months and six months ended June 30, 1999 were
$1,170,931 and $2,254,722, respectively compared to $1,379,258 and $2,480,667
for the three months and six months ended June 30, 1998, representing a 15%
decrease for the quarter and a 9% decrease for the year-to-date. There was no
revenue realized for laser system contracts for the quarter and six months
ended June 30,1999, as compared to net sales of $66,033 and $233,285 for the
quarter and six months ended June 30, 1998, respectively. The following
shows a breakdown and comparison of net sales:

                                          Net Sales
                    Three Months Ended June 30,     Six Months Ended June 30,
                    --------------------------      ------------------------
                    1999       1998    Increase/    1999     1998   Increase/
                                       Decrease                     Decrease

Consumer Products  $1,170,931 $1,313,225  (12%)  $2,254,722 $2,247,382  -0-%
Laser System
Contracts                   -     66,033 (100%)           -    233,285 (100%)
                   ----------  ---------  -----   ---------  --------- -----
                   $1,170,931 $1,379,258  (18%)  $2,254,722 $2,480,667   (9%)


     Consumer Products revenue for the three ended months June 30, 1999
decreased by $142,294 (10.8%) from the comparable period ended June 30, 1998,
but increased by $7,340(0.3%) from the six month period in 1998. The decrease
in consumer product sales is primarily due to lower sales through direct
mail credit card insert programs.

     Contract revenues for the three months and six months ended June 30,
1999, decreased by $66,033 and $233,285, respectively, compared to the
comparable periods in 1998. The decrease reflects the near completion of the
single remaining government contract. One site remains to be completed,
pending customer preparations that will permit completion, and another system
has been shipped and is awaiting contractor approval of an installation date.

     Gross profit for the consumer product group for the three months ended
June 30, 1999 totaled $469,195 or 40.1% of sales as compared to $717,628 or
54.6% of sales for the three months ended June 30, 1998. For the six months
ended June 30, 1999 gross profit totaled $1,016,232 or 45.1% of sales as
compared to $1,263,610 or 56.2% of sales.  The reduction in margins is
primarily due to lower selling prices for mass merchandise retail units and
credit card insert units.

     Selling expenses for the three months and six months ended June 30, 1999
totaled $457,504 and $1,176,014, respectively, compared to $744,253 and
$1,033,314, respectively for the comparable periods ended June 30, 1998.
For the six months, this amount represents an increase of $142,700, or 13.8%.
The year-to-date increase is due primarily to advertising costs relating to
the late mailing of certain fourth quarter 1998 programs, the cost of which
heavily impacted expenses in January and February 1999. The reduction in
second quarter costs is primarily related to the conversion of credit card
insert programs to wholesale accounts with the syndicator paying for all
advertising costs, and reductions in postage costs reflecting individual
shipments of credit card program orders in 1998.

     General and administrative expenses, for the three months and six months
ended June 30, 1999, were $497,377 and $1,032,868 respectively, compared to
$600,219 and $1,137,137, respectively for the comparable periods in 1998.
For the three months ended June 30, 1998, administrative expense decreased
by $102,842 or (17.1%). This decrease was achieved through reductions in
professional service costs and senior management salary reductions.
For the six months, administrative expenses decreased by $104,269 or (9.2%)
from the six- month period ended June 30, 1998. The decrease reflects senior
management salary reductions and significant reductions in professional
services, but does not fully reflect additional personnel reductions made
in June 1999.

     Research and development expense for the three months and six months
ended June 30, 1999, were $121,487 and $220,713, respectively, compared to
the same periods in 1998, which were $119,581 and $251,025 respectively. The
Company's research and development efforts continue to be focused on AAA
Trip Wizard and Travel*Star 24 which accounted for approximately 85% of
research and development spending for each of the three and six months
periods ended June 30, 1999.

     Other income for the three months and six months ended June 30, 1999
totaled $60,811 and $168,179, respectively, compared to $65,204 and $121,069
for the comparable periods ended June 30, 1998. The increase for the quarter
is primarily due to the Company s equity interest (24.9%) in the earnings of
Talon of $43,019, compared to $17,404 in 1998. Talon earnings in 1998 are
reflected for only the months of May and June 1998, and the Company had an
18.9% interest in the Company for that period. For 1999, the Company
increased its interest in Talon to 24.9% effective in April 1999. Other
income for the six months ended June 30, 1999 also include, $35,000 received
in settlement of an agreement by the Company to forego certain tradenames
related to portable information devices. Smaller investable balances were
available during the first and second quarters of 1999, resulting in a
decrease in interest income of $68,739 and $30,014 respectively, compared to
the six months and three months ended June 30, 1998.

     As a result of the foregoing, the Company posted a net loss of ($546,362)
or ($0.17) per diluted common share for the three months ended June 30, 1999,
compared to a net loss of ($421,688), or ($0.13) per diluted common share for
the three months ended June 30, 1998. The Company lost $(1,245,184) or
($0.39) per diluted common share for the six months ended June 30, 1999, as
compared to a loss of ($584,588) or ($0.18) per diluted share for the six
months ended June 30, 1998. The results for the three months and six months
ended June 30, 1998 are net of a provision for an income tax benefit of
$247,804 and $349,618, respectively. Deferred taxes related to the three
months ended June 30, 1999 are fully reserved, and have no impact on earnings
for the quarter.

     The Company has significantly reduced its personnel and other operating
expenses for the second half of the year. A increase in sales is required for
restore net income, however. With existing and expected purchase orders,
management expects a stronger fourth quarter, which will substantially
reduce the losses for 1999. The Company has purchase orders, written
commitments, and planned advertising promotions from major retailers for
versions of the Road Whiz. Together with AAA TripWizard sales, these
programs will result in a sharp increase in sales. In addition, most of these
sales will occur with units made through a lower-cost foreign manufacturer,
which will improve gross margins. These lower-cost units will begin to
arrive and be shipped during the fourth quarter.

     Management believes that through improved marketing partnerships, such
as AAA, Kmart and Target, and new marketing relationships being pursued for
Travel*Star 24, the Company is positioned to establish stronger market
presence. In addition, these relationships have created opportunities to
reduce product costs through use of chip-on-board assembly techniques, which
will improve gross margin contribution. Management has also taken steps to
reduce costs, including staff reductions, salary reductions for senior
management and reductions in operating and outside service costs.

FINANCIAL CONDITION AND LIQUIDITY

     The Company has funded its operations primarily through the sale of
Common Stock and historically through periodic borrowings, and from cash
generated by operations. At June 30, 1999, the Company had $1,289,557 in
cash and cash equivalents, compared to $1,254,091 at December 31, 1998. The
Company's operating activities through June 30, 1999 provided cash totaling
$51,617, primarily reflecting the operating loss for the six months of
$1,245,184, and reductions of $725,101 and $1,298,890 in accounts payable and
accrued liabilities, respectively. These amounts were offset by increases to
cash of $2,372,842 in collection from accounts receivable and $453,488 in
inventory reductions.

     Net cash used by investing activities totaled $14,026, which included
$13,386 for certain legal and administrative expenses pertaining to the
Company s investment in Talon Research and Development Co., Ltd.

     Net cash used by financing activities consists of $2,125 spent to
acquire the Company s common stock in the open market.

     Inventories decreased $453,488 from the December 31, 1998 level to
$2,617,538, net of reserves for obsolescence of $519,186 as of June 30, 1999.
The Company is committed to reducing inventory levels during 1999 to increase
available cash for operations. Trade accounts receivable decreased by
$2,372,842 from $3,103,965 at December 31, 1998.

     As a result, net working capital decreased from $6,038,519 at December
31, 1998 to $4,840,898 at June 30, 1999.  The Company's current ratio at June
30, 1999 was 10.0 to 1, as compared to 3.4 to 1 at December 31, 1998.

     The Company has a secured line of credit with Southwest Bank of St.
Louis totaling $1.0 million including a $400,000 facility for a standby
letter of credit, as part of a lending agreement between Talon and a New
Zealand bank.  Other than the standby letter of credit, the Company has no
borrowings as of June 30, 1999. The credit facility is secured by the
Company's s accounts receivable, inventories and equipment, with an interest
rate of 1% over Prime Rate. The Company believes that the liquidity provided
by existing cash and cash equivalents, the new borrowing arrangement
described above, and the cash generated from operations should be sufficient
to meet the Company's operating and capital requirements for the remainder of
the year.


YEAR 2000 ISSUES
    The Company has implemented plans to address Year 2000 issues. The
primary focus includes: Company information technology systems; other support
systems; the readiness of Company suppliers and customers. Although Company
products include computerized components, the data bases are not date
sensitive, and the Company believes that there are no additional
contingencies or warranties related to its product resulting from Year 2000
issues. Expenses related to determination of Year 2000 compliance have been
expensed and incurred and have not been material to the financial results of
the Company.

     With respect to the Company s information technology systems, the
Company s primary accounting, electronic commerce and related systems are
Year 2000 compliant and the software is certified as such by the vendors.
The Company has acquired and installed software updates, as such are made
available, under technical support contracts, with the software vendors.
Primary product support databases have been tested and will recognize
years from 2000 and higher in the correct century. Non-information
technology systems, including telecommunications have been tested and appear
to be Year 2000 compliant.

     The Company has developed information by structured questionnaires sent
to key customers and vendors. The Company continues to receive responses from
vendors and customers. To date, nothing has come to the Company s attention t
hat Year 2000 problems will interrupt the Company s operations. However, the
Company is assessing the implications of respondents  readiness, to develop a
plan to monitor progress for any respondents not as yet indicating Year 2000
compliance, and to develop appropriate contingency plans for any situations
found which may have a adverse impact.
     An interruption of the Company s ability to conduct its business due to
a Year 2000 problem could have a material adverse effect on the Company. The
Company is not presently aware of any such significant exposure. However,
there can be no guarantee that the systems of third parties, such as
customers or suppliers, on which the Company relies, will be converted in a
timely manner, or that failure to convert would not have a material
adverse effect on 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:

           None

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

           None

                                  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.

August 16, 1999                 /s/  Monte Ross
                                -----------------------------
                                Monte Ross, President and CEO
                                (Duly authorized officer and
                                principal financial officer)