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 MARCH 31, 1997

(   )  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  April 30, 1997
Common, $.01 par value                             3,403,493

Transitional Small Business Disclosure Format    Yes_____    No  X	







                                                                File Number	
                                                                0-25380	

                         ULTRADATA SYSTEMS, INCORPORATED
                                  FORM 10-QSB
                                March 31, 1997
                                     INDEX

PART 1 - FINANCIAL INFORMATION						                                     PAGE

     Item 1.  Financial Statements

             Consolidated Balance Sheets at
               March 31, 1997 and December 31, 1996                       	3.	
				
             Consolidated Statements of Operations
               for the three months ended March 31, 1997 and 1996         	4.

             Consolidated Statements of Cash Flows
               for the three months ended March 31, 1997 and 1996         	5.

             Notes to Consolidated Financial Statements                   	6.

     Item 2.  Management's Discussion and Analysis of Financial
               Condition and Results of Operations                        	7.

PART 11 - OTHER INFORMATION                                              	10.

Signatures                                                               	10.



Item 1.  Financial Statements

                   ULTRADATA SYSTEMS, INCORPORATED AND SUBSIDIARY
                          Consolidated Balance Sheets
	
	                                              March 31,          December 31,
	                                                	1997                	199	
                                             	(unaudited)
       Assets
Current assets:			
	Cash and cash equivalents	                 $4,808,375            	$	3,960,577
	Trade accounts receivable, net
    of allowance for	doubtful accounts
    of $8,892 and $16,644 at	March 31, 
    1997 and December 31, 1996, respectively 3,344,189              	4,608,285
	Costs and estimated earnings on
    long-term contracts                        	213,540               	438,670
	Inventories                                 	3,194,394             	3,289,453
	Deferred tax assets                            	62,600                	62,600
	Prepaid expenses and other current assets	    	541,091	              	641,376
   
	Total current assets                     	 	12,164,189	           	13,000,961
Property and equipment, net                    	658,093	               642,245
Deferred compensation trust                     	91,689                	91,689
Capitalized software development cost           	48,368                     	-
Other assets	                                    55,543	               	43,968
	
	Total assets                             	$	13,017,882          	$	13,778,863

      	Liabilities and Stockholders' Equity
  
Current liabilities:		
	Accounts payable                          $   	668,154           $ 	1,374,346
	Accrued expenses and other liabilities		       794,165               	865,263

	   Total current liabilities                	1,462,319              2,239,609
Deferred rent, less current portion                  	-                 	8,708
Deferred compensation liability                 	91,689                	91,689
Deferred tax liabilities	                       	23,330	               	23,330

	Total liabilities	                          	1,577,338             	2,363,336

Stockholders' equity:
	Common stock, $.01 par value; 10,000,000
    shares	authorized; 3,403,493 shares
   	issued and outstanding at March 31,
    1997	and December 31, 1996                  	34,035          	 	    34,035
	Additional paid-in capital                  	9,763,001             	9,763,001
	Retained earnings                           	2,054,008	             2,028,991
	Notes receivable issued for purchase
    of common stock	                          	(410,500)            		(410,500)
 
	Total stockholders' equity	                	11,440,544		           11,415,527
	Total liabilities and stockholders' 
	equity	                                   $	13,017,882          	$	13,778,863

See accompanying notes to consolidated financial statements.

                     ULTRADATA SYSTEMS, INCORPORATED AND SUBSIDIARY 
                         CONSOLIDATED STATEMENTS OF OPERATIONS

                                                		Three Months Ended March 31,
		                                               	1997 	                  1996
	                                                         	(unaudited)
												
Net sales
	Consumer products		                       $ 2,846,839             $  	502,306
	Contract           		                        		82,371	               	356,356
Total net sales	                           		2,929,210                	858,662
 
Cost of sales 	
	Consumer products	                        		1,096,608                	237,073
	Contracts					                                	47,381               		152,042
Total cost of sales			                       1,143,989	                389,115

Gross profit		                              	1,785,221	                469,547

Selling, general &  administrative
	expenses		                                 	1,540,576                	761,570
Research & development
	expenses				                                		268,368                	206,040

Operating loss          		                    	(23,723)              	(498,063)

Other income (expense)
	Interest expense		                               	(53)                	(1,418)
	Interest income	                             		49,376	                 25,023
	Other, net					                                 	(583)                  		587

Total other income				                        		48,740		                24,192
Income (loss) before income
	tax benefit                                   	25,017               	(473,871)
Income tax benefit                            	      -              		(180,071)

Net income (loss)                    						$   	25,017	            $  (293,800)

Earnings (loss) per common and 
	common equivalent share                       		$0.01                 	$(0.09)
	

Weighted average common and
	common equivalent shares
	outstanding			                              3,428,340              	2,377,706


See Accompanying Notes to Consolidated Financial Statements.

               ULTRADATA SYSTEMS, INCORPORATED AND SUBSIDIARY
                    CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                 	Three Months ended March 31,
	                                                	1997                   	1996	
                                                         	(unaudited)
Cash flows from operating activities.
	Net (loss) income                         	$  	25,017            	$ 	(293,800)
	Adjustments to reconcile net income
  (loss) to net cash provided by
  operations:
	Depreciation                                  	33,747                 	16,250

 Increase (decrease) in cash due to changes
 in operating assets and liabilities:

 Trade accounts receivable, net             	1,264,096              	2,564,418
 Costs and estimated earnings on
  long term contracts                          225,130                (356,356)
 Inventories                                    95,059                (319,814)
	Deferred offering costs                            	-                	(31,897)
	Prepaid expenses and other current assets    	100,285                  	4,683
	Accounts payable                            	(706,192)              	(144,956)
	Accrued expenses	and other liabilities	       (71,098)              	(523,394)
	Deferred rent	                                 (8,708)                 	1,866
						
	Net cash provided by operating activities    	957,336                	917,000

Cash flows from investing activities:
	Capital expenditures                         	(49,595)               	(48,796)
	Sale of marketable securities                      	-                	800,000
	Decrease in other assets	                     (11,575)                		3,954
	Capitalization of software 
	 development cost                           		(48,368)                    		-

	Net cash (used in) provided by 
  investing activities	                      	(109,538)               	755,158

Cash flows from financing activities:
	Repayment on line of credit          	              -               	(448,000)
	Proceeds from sale of stock				                     -                 149,250

	Net cash used in financing activities	             	-	              	(298,750)

Net increase in cash and cash equivalents   	$	847,798            	$	1,373,408

Cash and cash equivalents at beginning
 of period	                                $	3,960,577	            $   	15,065
Cash and cash equivalents at end
 of period                                	$	4,808,375            	$	1,388,473

Supplemental disclosures of cash flow information:
	Cash paid during the period for interest	 $       	97            	$    	3,499
	Cash paid during the period for taxes    	$	   31,509            	$  	325,000

See Accompanying Notes to Consolidated Financial Statements.

                  ULTRADATA SYSTEMS, INCORPORATED AND SUBSIDIARY
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1997

NOTE 1 - INTERIM FINANCIAL STATEMENTS

The accompanying consolidated interim financial statements included herein have
been prepared by Ultradata Systems, Incorporated (the "Company"), without audit,
except for the consolidated balance sheet at December 31, 1996, 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 consolidated financial statements include the accounts of Ultradata Systems,
Incorporated and its majority-owned subsidiary, POIS, Inc.(POIS).  As a result
of operating losses incurred by POIS, the consolidated financial statements 
include 100% of the POIS accounts since the minority interest does not currently
have the ability to absorb these losses.  All significant intercompany balances
and transactions have been eliminated in consolidation.

In the opinion of management, the information furnished for the quarter ended 
March 31, 1997 and 1996, 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, 1997.  It is suggested that the interim financial 
statements be read in conjunction with the audited consolidated financial 
statements for the year ended December 31, 1996, as filed with the Securities 
and Exchange Commission on Form 10-KSB (Commission File Number 0-25380).

NOTE 2 - EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE
For the quarter ended March 31, 1997, the earnings  per common share and common
equivalent share are based on the weighted average number of common shares 
outstanding plus shares issuable upon the assumed exercise of dilutive common
share options by using the treasury stock method.  For the quarter ended March
31, 1996, the modified treasury stock method was used in the calculation of
earnings per common  and common equivalent share.  For the quarter ended March
31, 1997, the earnings  per common share is computed using 3,428,340 common 
shares outstanding.  For the quarter ended March 31, 1996, the loss per common
and common equivalent share was computed using 2,377,706 common and common 
equivalent shares outstanding.

In February 1997, the Financial Accounting Standards Board (FASB) issued 
Statement of Financial Accounting Standards No. 128 (SFAS No. 128), "Earnings
Per Share" (EPS).  SFAS No. 128 establishes standards for computing and 
presenting EPS.  It also requires dual presentation of basic and diluted EPS on
the face of the income statement for all entities with complex capital 
structures and requires a reconciliation of the numerator and denominator of the
basic EPS calculation to the numerator and denominator of fully diluted EPS
computations.  SFAS No. 128 is effective for the financial statements for both
interim and annual periods after December 15, 1997 and early application is not 
permitted.  The Company believes the adoption of this accounting standard will
not have a material impact on EPS.
 
NOTE 3 - INCENTIVE STOCK OPTION PLAN
As of March 31, 1997, the company's outstanding stock options totaled 213,692
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 - ACCRUED EXPENSES AND OTHER LIABILITIES
Accrued  expenses and other liabilities include the following:

                                                 March 31,      December 31,
                                                    1997            1996

      Income tax payable                          $ 82,068        $173,637
      Sales tax payable                                655          32,138
      Commissions payable                          491,596          74,022
      Royalties payable                             55,850          21,097
      Other expenses payable                       163,996         564,369

         Total                                    $794,165        $865,263    

NOTE 5 - CAPITALIZED SOFTWARE DEVELOPMENT COSTS
Software development costs have been accounted for in accordance with Statement
of Financial Accounting Standards No. 86, "Accounting for the Cost of Computer
Software to be Sold, Leased or Otherwise Marketed".  Under the standard, 
capitalization of software development costs begins upon establishment of
technological feasibility, subject to net realizable value considerations.

Capitalized costs consist of those costs associated with the development of the 
initial product.  This product is in the coding and testing stage; therefore 
there is no amortization to date. 

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

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

RESULTS OF OPERATIONS
Net sales for the quarter ended March 31, 1997 were $2,929,210, compared to 
$858,662 for the quarter ended March 31, 1996, representing a 241% increase 
from quarter to quarter. The following shows a breakdown of these sales.

                               	Three Months Ended           INCREASE
	                                    March 31,              (DECREASE) 	
Sales                          	1997         	1996	

Consumer products       	$	2,846,839  	$   502,306	             467%
Contract                     	82,371     		356,356            	( 77%)	
    	TOTAL:             	$	2,929,210  	$  	858,662            	 241%	

Consumer Products revenue for the quarter ended March 31, 1997 increased by 
$2,344,533 which represents a 467% increase from the quarter ended March 31,
1996. The increase in revenue is largely attributed to shipments of custom 
unit orders totaling approximately $1.8 million that shipped from December 31,
1996 backlog.  At March 31, 1997 the backlog totaled approximately $6.4 million
and includes orders from The QVC Network, Sears Department Stores, and two 
orders for customized products.

Contract revenues for the quarter were down  $273,985 from the quarter ended 
March 31, 1996. The lower contract revenues for the quarter reflect the near
completion of the original contract which represented a $1.7 million production
contract for laser pointing and tracking systems (PATS). Revenues for this 
contract are recorded on a percentage of completion method pursuant to the terms
of the contract.  During the first quarter, the Company's single contract
customer exercised an override clause in the original contract by ordering two
additional delivery orders valued at $337,888.  There were no revenue or costs
recognized during the quarter for these additional orders. 

Gross profit for the current quarter for the consumer product group totaled 
$1,750,231 or 61% of consumer product sales as compared to $265,233 or 53%
for the quarter ended March 31, 1996.  The increased margins and gross profit
percentages are primarily due to the larger sales volume and higher average
prices realized for custom products.  The increased margins on custom products
were somewhat offset by additional sales commissions paid to sales agents and
other marketers utilized by the Company.  Continuing initiatives to reduce 
manufacturing cost via offshore contract manufacturing and the higher margins
of custom products have also contributed to improved margins between the two 
quarters. 

Selling, general and administrative (SG&A) expenses for the quarter totaled 
$1,540,576 as compared to $761,570 for the same quarter last year, representing 
a 102% increase.  SG&A expenses were increased for the quarter as a result of
continuing expansion initiatives taken by management.  Increased advertising and
marketing expenses were incurred to expand the distribution channels.  
Advertising and marketing expenditures increased by $169,637 over the prior 
year's quarter and totaled $420,859 for the quarter ended March 31, 1997. 
The increase in advertising expense resulted from an aggressive program 
undertaken by the Company during the second half of the fiscal year 1996, which
continued into fiscal 1997.  The Company developed this program in conjunction 
with Roy Thomas, Inc., a marketing and promotion firm with a national 
distribution network.  Roy Thomas, Inc. accounted for approximately $1.7 million
in sales last year, and became the Company's largest customer during fiscal 
1996.  Commission expenses totaled $502,950 for the quarter ended March 31, 1997
as compared to $41,699 one year ago.  As previously mentioned, the commission
rate on the custom orders represent both a higher rate and a multilevel sales
effort.  Additional staffing has also increased SG&A expenses in a number of key
areas, including data research, finance, and marketing.

Research and development (R&D)expense increased $62,328, or 30%, to $268,368 
during the quarter ended March 31, 1997 as compared to the same quarter last 
year.  The Company's research and development efforts have resulted in five new
products to be released during the second quarter.  Three of these products, the
SEARS PATHFINDER (a custom unit for SEARS) and two non-travel products (HOME &
GARDEN and the GARDEN GURU) were released during April, 1997.  In addition, the
ROAD WHIZ EXPRESS (a custom unit for The QVC Network) is scheduled to be shipped
in June, 1997.  POIS, Inc., will introduce a new handheld Model 197 in early 
May.  With completion of all five products, the Company's standard product line
will expand from seven (7) to to twelve (12) different travel computers and 
non-travel products.  Further, research and development activity continued 
towards completion of (1) TRIPLINK, the PC-download to a handheld system, and
(2) the POIS/498 Power Navigation System with GPS.  Both of these projects 
are complex and have required significant R&D expenditures but represent 
potential mass market opportunities at higher average sales prices per unit. 
This new generation of advanced higher end products, once completed, should
significantly expand market opportunities for the coming years.  TRIPLINK is
expected to be completed in the next few months and POIS/498 later this year.
The POIS/498 with GPS is expected to retail at approximately $600, below 
existing Auto Navigation systems and with more capability and user freindly 
attributes. The TRIPLINK configuration will also be employed in a joint product
development venture, announced on April 3, 1997 with American Clearing House,
a privately-owned leader in database marketing and home delivery systems.  Under
the terms of the joint venture, both companies will develop and American 
Clearinghouse will market a handheld unit to facilitate more efficient home 
delivery services for markets such as fast-food and floral deliveries.

Interest income for the quarter ended March 31, 1997 totaled $49,376, as 
compared to $25,023 for the quarter ended March 31, 1996.  The increase in 
interest income is attributable to larger investable balances of cash as 
compared to the comparable period last year. The higher investable balances are
primarily the result of the sale of additional shares of common stock upon 
exercise of the publicly-held warrants during the second half of the year, 
which added approximately $6.2  million in additional cash. 

As a result of the foregoing, the Company had  net income of $25,017, or $0.01
per share for the quarter ended March 31, 1997 versus a net loss of  $293,800,
or $0.09 per share for the quarter ended March 31, 1996.

FINANCIAL CONDITION AND LIQUIDITY
The Company has funded its recent operations primarily through the sale of 
Common Stock in an initial public offering, and more recently, from the exercise
of warrants for common stock, and from cash generated by operations.  At March
31, 1997, the Company had $4,808,375 in cash and cash equivalents compared to
$3,960,577 at March 31, 1996.  The Company's operating activities provided 
$957,336 for the quarter ended March 31, 1997 as compared to $917,000 provided
for the quarter ended March 31, 1996.  Net cash used in investing activities 
totaled $109,538.  Capital expenditures totaled $49,595 which included primarily
purchases of office equipment, and additional production and tooling equipment.

Working capital decreased slightly from $10,761,352 at December 31, 1996 to 
$10,701,870 at March 31, 1997.  The Company's current ratio at March 31, 1997
was  8.3 to 1 as compared to 5.8 to 1 at December 31, 1996. 
   
Inventories decreased slightly from $3,289,453 from the December 31, 1996 level
to $3,194,394 as of March 31, 1997.  Inventories did not follow the traditional
seasonal pattern of large reductions following fulfillment of peak holiday 
demands. This was the result of a major build program to fill a custom order
valued at $4.0 million.  This order was received by the Company in October, 
1996, at which time the Company began to order components and build in-process
inventory.  Subsequently, shipments totaling $1.8 million were completed during
the current quarter, with remaining inventories of component parts and 
assemblies on hand sufficient to complete second quarter requirements. 
Accounts receivable decreased $1,264,096 from $4,600,285 at December 31, 1996
to $3,344,189 at March 31, 1997.  Accounts receivable generally decrease as 
higher fourth quarter product sales are collected during the first quarter of
the next year.  
    
The Company has extended its unsecured line of credit with its lender at  $2.0
million plus a $500,000 facility for letters of credit, bringing the total 
credit facility to $2.5 million.  The current line of credit will expire April
30, 1998.  As of March 31, 1997 there were no  borrowings outstanding.

The Company believes that the liquidity provided by its existing cash and cash
equivalents, available lines of credit, and the cash generated from operations 
will be sufficient to meet the Company's operating and capital requirements for
the next twelve months.  Additional capital expenditures are expected to occur 
for tooling and production equipment in conjunction with new product development
for the next twelve months.

SAFE HARBOR STATEMENT
This management discussion contains forward-looking statements that involve risk
and uncertainties, including timely development, acceptance and pricing of new 
products, the impact of competitive products and pricing, general economic 
conditions as they affect the Company's customers, as well as other risks 
detailed  from time to time in the Company's SEC reports, including the annual 
report on Form 10KSB for the year ended December 31, 1996.


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.
	
May 14, 1997                                   /s/   Monte Ross	
                                              	Monte Ross, President and CEO
                                              	(Duly authorized officer and 
                                               principal	financial officer)