UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC. 20549


                                  FORM 10-QSB/A
(Mark One)
[x]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the quarterly period ended September 30, 1996

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from ________________ to _______________

     Commission file number: 1-13088

                  DIGITAL COMMUNICATIONS TECHNOLOGY CORPORATION
                 (Name of small business issuer in its charter)

      Delaware                                           65-0014636
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                 16910 Dallas Parkway, Suite 100, Dallas, Texas 75248
           (Address of principal executive offices; telephone number)

                                 (972) 248-1922
                           (Issuer's telephone number)

    ------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)


     Check  whether  issuer (1) has 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 [ ]

     The number of shares  outstanding  of the common stock of the registrant on
October 31, 1996, the latest practicable date, was 6,465,610.








<PAGE>

          DIGITAL COMMUNICATIONS TECHNOLOGY CORPORATION & SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
<S>                                                                           <C>                <C>
                                                                            September 30,               June 30,
                                                                                 1996                     1996
                                                                             (Unaudited)               (Audited)
                                                                           ----------------         ---------------
           ASSETS

Current assets:
        Cash and cash equivalents                                         $         252,673        $         615,037
        Marketable securities                                                     1,905,976                1,900,050
        Accounts receivable, net of  allowance for doubtful accounts of
        $433,000 at September 30, 1996 and $414,000 at June 30, 1996              5,376,204                3,719,265
        Inventories                                                               2,921,173                2,862,911
        Prepaid expenses and other current assets                                   819,074                  614,210
                                                                           ----------------         ----------------
             Total current assets                                                11,275,100                9,711,473
                                                                           ----------------         ----------------
Property, plant and equipment, net                                                5,670,565                5,469,304
Other assets                                                                        281,265                   81,343
Loans receivable, related parties                                                   414,110                  413,369
                                                                           ----------------         ----------------
                  Total assets                                            $      17,641,040        $      15,675,489
                                                                           ================         ================
         LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
        Revolving line of credit                                          $       2,039,944        $       1,625,325
        Current portion, long-term debt                                             913,715                  935,127
        Accounts payable                                                          4,211,045                3,032,236
        Accrued liabilities                                                         339,039                  362,520
                                                                           ----------------         ----------------
             Total current liabilities                                            7,503,743                5,955,208
                                                                           ----------------         ----------------
Long-term debt, less current portion                                              1,505,333                1,666,063
Deferred tax liability                                                              547,631                  157,216

Commitments and contingencies

Stockholders' Equity:
        Series A convertible  preferred stock,  10,000,000 shares of $.00001 par
           value per share  authorized;  80,000 and  100,000  shares  issued and
           outstanding as of September 30, 1996 and June 30, 1996,
           respectively, $1,000,000 liquidation preference                                1                       10
        Common stock, 25,000,000 shares of $.0002 par value per share
           authorized; 6,465,610 and 6,332,116 issued and 6,152,273 and
            6,125,162 shares outstanding as of September 30, 1996 and
           June 30, 1996, respectively                                                1,293                    1,266
        Additional paid-in capital                                                8,679,300                8,479,318
        Retained earnings                                                           895,817                1,030,152
        Investment in S.O.I. Industries, Inc.                                   (1,084,983)              (1,084,983)
        Net unrealized holding loss on investment securities                      (407,095)                (528,761)
                                                                           ----------------         ----------------
             Total stockholders' equity                                           8,084,333                7,897,002
                                                                           ----------------         ----------------
                  Total liabilities and stockholders' equity              $      17,641,040        $      15,675,489
                                                                           ================         ================

</TABLE>

     The accompanying notes are an integral part of the financial statements


                                                       1

<PAGE>


          DIGITAL COMMUNICATIONS TECHNOLOGY CORPORATION & SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (unaudited)

<TABLE>
<CAPTION>
<S>                                                                            <C>                <C>
                                                                                 For the three months ended
                                                                                       September 30,

                                                                                 1996                     1995
                                                                           ----------------         ----------------

Net sales                                                                 $       7,019,937        $       5,386,471
                                                                           ----------------         ----------------
Costs and Expenses:
    Cost of goods sold                                                            5,567,126                4,084,326
    Selling expenses                                                                305,878                  253,579
    General and administrative expenses                                             623,545                  459,909
    Depreciation and amortization                                                   355,251                  298,071
                                                                           ----------------         ----------------
         Total costs and expenses                                                 6,851,800                5,095,885
                                                                           ----------------         ----------------
              Operating profit                                                      168,137                  290,586
                                                                           ----------------         ----------------
Other income (expense):
    Realized gains from investment transactions                                      71,119                  116,011
    Interest and other income                                                             0                   11,430
    Interest expense                                                              (108,508)                (176,363)
                                                                           ----------------         ----------------
                                                                                   (37,389)                 (48,922)
                                                                           ----------------         ----------------
              Income from continuing operations before
                   provision for income taxes                                       130,748                  241,664
Provision for income taxes                                                           65,331                   93,564
                                                                           ----------------         ----------------
              Income from continuing operations                                      65,417                  148,100

Discontinued operations:
    Gain from operations of discontinued operation,  net of related income taxes
      of $0 and $38,600 for the three months ended
      September 30, 1996 and 1995, respectively                                         250                   59,001
                                                                           ----------------         ----------------
                   Net income                                             $          65,667        $         207,101
                                                                           ================         ================              
Preferred dividends                                                                 200,000                        0
                                                                           ----------------         ----------------
Net (loss) income available to common stockholders                        $       (134,333)        $         207,101
                                                                           ================         ================
Weighted average shares of common stock outstanding                               6,534,723                5,313,641
                                                                           ================         ================

Earnings per share:

    Continuing operations                                                 $          (0.02)        $            0.03
    Discontinued operations                                                            0.00                     0.01
                                                                           ----------------         ----------------
      Net income                                                          $          (0.02)        $            0.04
                                                                           ================         ================
</TABLE>


     The accompanying notes are an integral part of the financial statements


                                                       2


<PAGE>



          DIGITAL COMMUNICATIONS TECHNOLOGY CORPORATION & SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
<TABLE>
<CAPTION>
<S>                                                                            <C>                <C>
                                                                                  For the three months ended
                                                                                        September 30,

                                                                                 1996                     1995
                                                                           ----------------         ----------------
Cash flows from operating activities:
    Net income                                                            $          65,667        $         207,101
                                                                           ----------------         ----------------
    Adjustments  to  reconcile   net  income  to  net  cash  used  in  operating
      activities:
        Depreciation and amortization                                               355,251                  298,071
        Gain on sale of marketable securities                                      (71,119)                (116,011)
        Provision for bad debts                                                      18,777                   75,000
        Increase in accounts receivable                                         (1,675,716)                (802,236)
        (Increase) decrease in inventories                                         (58,262)                  277,618
        Increase in prepaid expenses and other                                    (404,788)                     (29)
        Increase (decrease) in accounts payable                                   1,178,809                (286,811)
        (Decrease) increase in accrued liabilities                                 (23,481)                  218,177
        Increase in deferred tax liability                                          390,415                        0
             Net cash (used in) operating activities                              (224,447)                (129,120)
                                                                           ----------------         ----------------
Cash flows from investing activities:
    (Increase) decrease in loans receivable, related parties                          (741)                  109,418
    Change in marketable securities - available for sale                            186,859                  512,644
    Capital expenditures                                                          (556,512)                (330,319)
                                                                           ----------------         ----------------
             Net cash (used in) provided by investing activities                  (370,394)                  291,743
                                                                           ----------------         ----------------
Cash flows from financing activities:
    Net long-term repayments                                                      (182,142)                (179,150)
    Net short-term borrowings                                                       414,619                  260,000
                                                                           ----------------         ----------------
             Net cash provided by financing activities                              232,477                   80,850
                                                                           ----------------         ----------------
(Decrease) increase in cash and cash equivalents                                  (362,364)                  243,473
Cash and cash equivalents at beginning of period                                    615,037                  284,837
                                                                           ----------------         ----------------
Cash and cash equivalents at end of period                                $         252,673        $         528,310
                                                                           ================         ================
Supplemental disclosures of cash flow information:

Cash paid during the period for:
    Interest (non-capitalized)                                            $         110,638        $         161,704
                                                                           ================         ================
    Income taxes                                                          $               -        $               -
                                                                           ================         ================

</TABLE>
  
     The accompanying notes are an integral part of the financial statements


                                     3
<PAGE>

          DIGITAL COMMUNICATIONS TECHNOLOGY CORPORATION & SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.       Summary of Significant Accounting Policies
         ------------------------------------------

The  accompanying  consolidated  financial  statements  include the  accounts of
Digital Communications Technology Corporation, (D/B/A MagneTech Corporation) and
its  wholly-owned  subsidiaries,  Tapes  Unlimited,  Inc.  and  DCT  -  Internet
Corporation.  The  operations  of Tapes  Unlimited,  Inc.  which  were  formerly
consolidated  with the  operations  of the  Company,  have  been  segregated  as
discontinued  operations.  All significant  intercompany  transactions have been
eliminated.

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have  been  condensed  or  omitted  from  these  unaudited   internal  financial
statements.  These financial  statements  should be read in conjunction with the
financial  statements and notes thereto included in the Company's annual audited
financial statements.

Certain amounts in the prior period financial  statements have been reclassified
to conform with current year presentation.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  at the date of the
financial  statements and the reported  amounts of revenues and expenses  during
the period. Actual results could differ from those estimates.

In the opinion of management,  the accompanying  unaudited financial  statements
contain  all  adjustments,   (consisting  of  only  normal  recurring  accruals)
necessary to conform with generally accepted accounting principles.  The results
of operations for the periods  presented are not  necessarily  indicative of the
results to be expected for the full year.

2.       Marketable Securities
         ---------------------

Marketable securities consist of equity securities with an aggregate cost, based
on  specific  identification,  of  $2,313,071  as of  September  30,  1996.  The
marketable   securities   portfolio  contains  unrealized  losses  of  $407,095,
resulting  in a  carrying  value  of  $1,905,976  at  September  30,  1996.  The
unrealized losses are reported as a separate component of stockholders'  equity.
All of the Company's securities are classified as available for sale securities.

3.       Inventory
         ---------

Inventories  are valued at the lower of cost  (weighted  average)  or market and
consisted of the following:

                                        September 30,                June 30,
                                            1996                      1996
                                       --------------            ---------------
              Raw materials           $  2,066,096             $   1,891,393
              Work-in-process              684,061                   769,254
              Finished goods               171,016                   202,264
                                       -----------              ------------
                                      $  2,921,173             $   2,862,911
                                       ===========              ============


                                       4
<PAGE>


          DIGITAL COMMUNICATIONS TECHNOLOGY CORPORATION & SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
                                   (Unaudited)


4.       Property, Plant and Equipment
         -----------------------------

         Property, plant and equipment consist of the following:

                                     September 30,                June 30,
                                        1996                       1996
                                     -------------            -------------
Land                                  $   73,000               $    73,000
Buildings and improvements               611,588                   546,703
Machinery and equipment               10,104,494                 9,612,867
                                      ----------                ----------
                                      10,789,082                10,232,570
Less accumulated depreciation         (5,118,517)               (4,763,266)
                                      ----------                ----------
Net property, plant and equipment    $ 5,670,565               $ 5,469,304
                                      ==========                ==========


5.     Revolving Lines of Credit
       -------------------------

The Company has a revolving line of credit agreement for aggregate borrowings of
up to $4,000,000.  Interest is payable on all  outstanding  cash advances at the
bank's prime lending rate plus 3/8% (8.625% at September  30, 1996).  Any unpaid
principal and accrued interest is due on demand,  but no later than August 1996.
The line of credit is  collateralized  by  accounts  receivable,  inventory  and
equipment. The terms of the agreement require, among other provisions,  that the
Company comply with  requirements  for  maintaining  certain cash flow and other
financial  ratios and restricts the payment of cash  dividends.  As of September
30, 1996, $2,040,000 has been drawn upon the Company's line of credit.

Effective  November 7, 1996, the Company entered into a new credit facility Bank
One, N.A.  ("Bank") which replaced the existing facility with NBD Bank, N.A. The
new financing consists of a revolving line of credit, term loans and a long term
lease agreement.  Under the revolving line of credit,  borrowings can be made up
to $5,000,000  based upon collateral  values as determined  under the agreement.
The  term  loans  consist  of a  $1,800,000  secured  term  loan  and a  capital
expenditure  term loan  facility  for up to  $1,950,000,  based  upon 80% of the
acquisition costs of new machinery and equipment.  The long term lease agreement
is  collateralized  with new  equipment in excess of $700,000.  All of the above
agreements are collateralized by accounts  receivable,  inventory and equipment.
The facility has a two year term and includes  interest  rates at .50% above the
Bank's base rate (closely related to the Bank's prime interest rate).




                                       5


<PAGE>




          DIGITAL COMMUNICATIONS TECHNOLOGY CORPORATION & SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
                                   (Unaudited)


6.       Long-Term Debt
         --------------

Long-term debt is summarized as follows:

Various mortgages and notes payable with interest
rates ranging from 8.75% to 1% over prime. Monthly
payments range from $3,198 to $29,000 and expiration 
dates range from 1997 through 2007.                        $     2,419,048

Less current portion                                              (913,715)
                                                            --------------
                                                           $     1,505,333
                                                            ==============

7.       Preferred Stock:
         ---------------

On May 6, 1996 the Company sold 100,000 shares of Class A Convertible  Preferred
Stock  ("Preferred  Stock")  in a  private  placement.  The  Preferred  Stock is
convertible  into Common Stock at the  discretion of the holder at the lesser of
(i) 20% discount on the previous five day average closing bid at conversion,  or
(ii)  previous  five day average  closing  bid price at closing.  The holder may
convert up to 20% of the Preferred  Stock every 30 days beginning June 15, 1996.
The  Preferred  Stock is  convertible  for a term of three  years,  and  accrues
dividends at a rate of 7% per annum  (dividends  are rescinded if the shares are
converted in the first year).  The holders of the  preferred  shares do not have
any voting rights.

Through  September  1996,  20,000  shares of Series A  Preferred  Stock had been
converted, pursuant to their original terms, into 133,494 shares of Common Stock
at an average per share  conversion  price of $1.57.  The terms of the Preferred
Stock which provided for a lower  conversion  price than the quoted market price
of  the  Common  Stock  at the  time  of  conversion  resulted  in an  aggregate
difference  of  $200,000  related to the shares  that could have been  converted
through  September,  1996.  Such  terms  take into  account a number of  factors
affecting value,  including the ability to market a significant number of shares
of the underlying common stock which were negotiated at the time of the issuance
of the Preferred  Stock.  Due to a recent SEC Staff  Announcement  regarding the
accounting for convertible  debt and preferred stock with discounted  conversion
rates,  the difference has now been accounted for as a Preferred Stock dividend.
This difference was previously  recorded at the carrying amount of the Preferred
Stock  converted.  Although  this  change  in  accounting  does not  impact  the
Company's  statements  of  operations  or total  stockholders'  equity,  it does
adversely impact the Company's  earnings per share.  Based upon the market price
of the stock at the beginning of the period,  an additional  382,000 shares were
added to the weighted average shares of common stock.


                                        6

<PAGE>


                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
has duly  caused  this  report to be signed  on its  behalf by the  undersigned,
thereunto duly authorized.


DIGITAL COMMUNICATIONS TECHNOLOGY CORPORATION


By:  /s/ Douglas L. Miller                                    Date:  May 2, 1997
     ---------------------
     Douglas L. Miller, Vice-President and
     Chief Financial Officer