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 December 31, 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
January 31, 1997, the latest practicable date, was 7,240,046.



<PAGE>


          DIGITAL COMMUNICATIONS TECHNOLOGY CORPORATION & SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
<S>                                                                            <C>                <C>
                                                                             December 31,               June 30,
                                                                                 1996                     1996
                                                                             (Unaudited)               (Audited)
                                                                           ----------------         ---------------
           ASSETS

Current assets:
        Cash and cash equivalents                                         $         465,177        $         615,037
        Marketable securities                                                       936,833                1,900,050
        Accounts receivable, net of  allowance for doubtful accounts of
           $475,000 at December 31, 1996 and $414,000 at June 30, 1996            6,946,653                3,719,265
        Inventories                                                               2,351,964                2,862,911
        Prepaid expenses and other current assets                                   673,884                  614,210
                                                                           ----------------         ----------------
             Total current assets                                                11,374,511                9,711,473
                                                                           ----------------         ----------------
Property, plant and equipment, net                                                5,694,061                5,469,304
Other assets                                                                        165,663                   81,343
Loans receivable, related parties                                                   414,698                  413,369
                                                                           ----------------         ----------------
                  Total assets                                            $      17,648,933        $      15,675,489
                                                                           ================         ================
         LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
        Revolving line of credit                                          $       2,709,602        $       1,625,325
        Current portion, long-term debt                                             425,130                  935,127
        Accounts payable                                                          3,477,304                3,032,236
        Accrued liabilities                                                         557,360                  362,520
                                                                           ----------------         ----------------
             Total current liabilities                                            7,169,396                5,955,208
                                                                           ----------------         ----------------
Long-term debt, less current portion                                              1,987,078                1,666,063
Deferred tax liability                                                              417,672                  157,216

Commitments and contingencies

Stockholders' Equity:
        Series A convertible  preferred stock,  10,000,000 shares of $.00001 par
           value per share  authorized;  10,000 and  100,000  shares  issued and
           outstanding as of December 31, 1996 and June 30, 1996,
           respectively, $100,000 liquidation preference                                  1                       10
        Common stock, 25,000,000 shares of $.0002 par value per share
           authorized; 7,190,426 and 6,332,116 issued and 6,953,504 and
            6,125,162 shares outstanding as of December 31, 1996 and
           June 30, 1996, respectively                                                1,438                    1,266
        Additional paid-in capital                                                8,679,155                8,479,318
        Retained earnings                                                         1,127,405                1,030,152
        Investment in Millennia, Inc.                                           (1,084,983)              (1,084,983)
        Net unrealized holding loss on investment securities                      (648,229)                (528,761)
                                                                           ----------------         ----------------
             Total stockholders' equity                                           8,074,787                7,897,002
                                                                           ----------------         ----------------
                  Total liabilities and stockholders' equity              $      17,648,933        $      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>                 <C>
                                                         For the three months ended                For the six months ended
                                                                December 31,                             December 31,

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

Net sales                                            $    8,794,479    $    7,895,511        $   15,814,416     $   13,281,982
                                                      -------------     -------------         -------------      -------------
Costs and Expenses:
    Cost of goods sold                                    7,073,707         6,278,412            12,650,843         10,462,738
    Selling expenses                                        335,282           310,573               641,160            564,152
    General and administrative expenses                     564,167           484,562             1,187,712            844,471
    Depreciation and amortization                           375,168           307,549               720,409            605,620
                                                                                              -------------      -------------
         Total costs and expenses                         8,348,324         7,381,096            15,200,124         12,476,981
                                                      -------------                           -------------      -------------
              Operating profit                              446,155           514,415               614,292            805,001
                                                      -------------     -------------         -------------      -------------
Other income (expense):
    Realized gains (losses) from investment
      transactions                                           20,963          (43,573)                92,082             72,438
    Interest and other income                                     0            10,182                     0             21,612
    Interest expense                                      (103,184)         (203,566)             (211,692)          (379,929)
                                                      -------------                           -------------      -------------
                                                           (82,221)         (236,957)             (119,610)          (285,879)
                                                      -------------     -------------         -------------      -------------
              Income from continuing operations
                   before provision for income taxes        363,934           277,458               494,682            519,122
Provision for income taxes                                  127,411           107,436               192,742            201,000
                                                      -------------     -------------         -------------      -------------
              Income from continuing operations             236,523           170,022               301,940            318,122

Discontinued operations:
    (Loss) gain  from operations of discontinued
    operation, net of related income taxes of  $0,
    $21,900, $0 and $60,500, respectively                   (4,935)            36,359               (4,685)             95,360
                                                      -------------     -------------         -------------      -------------
                   Net income                        $      231,588    $      206,381        $      297,255     $      413,482
                                                      =============     =============         =============      =============
Preferred dividends                                          50,000                 0               250,000                  0
                                                      -------------     -------------         -------------      -------------
Net income available to common stockholders          $      181,588   $       206,381        $       47,255    $       413,482
                                                      =============    ==============         =============     ==============
Weighted average shares of common stock
      outstanding                                         6,706,104         5,677,443             6,405,890          5,411,957
                                                      =============    ==============         =============     ==============
Earnings per share:

    Continuing operations                            $         0.03   $          0.03        $         0.01     $         0.06
    Discontinued operations                                    0.00              0.01                  0.00               0.02
                                                      -------------    --------------         -------------      -------------
          Net income                                 $         0.03   $          0.04        $         0.01     $         0.08
                                                      =============    ==============         =============      =============

</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 six months ended
                                                                                         December 31,

                                                                                  1996                    1995
                                                                            ----------------         ---------------
Cash flows from operating activities:
    Net income                                                             $         297,255       $         413,482
                                                                            ----------------         ---------------
    Adjustments  to  reconcile   net  income  to  net  cash  used  in  operating
      activities:
        Depreciation and amortization                                                720,409                 605,620
        Gain on sale of marketable securities                                       (92,082)                (72,438)
        Provision for bad debts                                                       60,833                 112,495
        Increase in accounts receivable                                          (3,288,221)             (1,331,822)
        Decrease (increase) in inventories                                           510,947               (147,497)
        Increase in prepaid expenses and other                                     (143,994)                 162,226
        Increase (decrease) in accounts payable                                      445,068               (576,943)
        Increase in accrued liabilities                                              194,840                 264,920
        Increase in deferred tax liability                                           260,456                       0
             Net cash used in operating activities                               (1,034,489)               (569,957)
                                                                            ----------------         ---------------
Cash flows from investing activities:
    (Increase) decrease in loans receivable, related parties                         (1,329)                 148,678
    Change in marketable securities - available for sale                             935,829               1,014,367

    Increase in other assets and other liabilities                                         0                (21,892)

    Capital expenditures                                                           (945,166)               (457,482)
                                                                            ----------------         ---------------
             Net cash (used in) provided by investing activities                    (10,666)                 683,671
                                                                            ----------------         ---------------
Cash flows from financing activities:
    Net long-term repayments                                                       (188,982)               (356,568)
    Net short-term borrowings                                                      1,084,277                 360,000
                                                                            ----------------         ---------------
             Net cash provided by financing activities                               895,295                   3,432
                                                                            ----------------         ---------------
(Decrease) increase in cash and cash equivalents                                   (149,860)                 117,146
Cash and cash equivalents at beginning of period                                     615,037                 284,837
                                                                            ----------------         ---------------
Cash and cash equivalents at end of period                                 $         465,177       $         401,983
                                                                            ================         ===============
Supplemental disclosures of cash flow information:

Cash paid during the period for:

    Interest (non-capitalized)                                             $         173,631       $         379,550
                                                                            ================         ===============
    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  $1,585,062  as  of  December  31,  1996.  The
marketable   securities   portfolio  contains  unrealized  losses  of  $648,229,
resulting in a carrying  value of $936,833 at December 31, 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:

                                       December 31,               June 30,     
                                          1996                      1996
                                       ------------             -----------
            Raw materials              $  1,510,108            $  1,891,393
            Work-in-process                 673,485                 769,254
            Finished goods                  168,371                 202,264
                                        -----------             -----------
                                       $  2,351,964            $  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:


                                             December 31,          June 30,  
                                                1996                 1996
                                            --------------      --------------
Land                                        $      73,000       $      73,000
Buildings and improvements                        727,529             546,703
Machinery and equipment                        10,377,207           9,612,867
                                             ------------        ------------
                                               11,177,736          10,232,570
Less accumulated depreciation                  (5,483,675)         (4,763,266)
Net property, plant and equipment           $   5,694,061       $   5,469,304
                                             ============        ============

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

The Company has a revolving line of credit agreement for aggregate borrowings of
up to $5,000,000.  Interest is payable on all  outstanding  cash advances at the
bank's base lending rate  (closely  related to the bank's prime  interest  rate)
plus  1/2%.  At  December  31,  1996 the  interest  rate was  8.75%.  Any unpaid
principal and accrued  interest is due on demand,  but no later than October 31,
1998. 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 December 31,
1996, $2,710,000 has been drawn upon the Company's line of credit.


      Long Term Debt
         --------------

         Long term debt consists of the following:
<TABLE>
<CAPTION>
<C>                                                                            <C>

                                                               December 31,              June 30,
                                                                   1996                    1996
                                                            -------------------     ------------------
Various mortgages and notes payable with
interest rates ranging from 7.63% to 1%
over prime.  Monthly  payments range from
$3,198 to $29,000 and expiration dates
range from 1997 to 2007.                                      $     612,208         $    2,601,190

Loan payable to bank in monthly  installments
of $30,000  plus  interest at the bank's base
rate (prime) plus 1/2%,  maturing  October 1998;
collateralized  by accounts  receivables, 
inventory  and  equipment.  The  terms of the 
agreement require, among other provisions, that
the Company comply with certain ratios and covenants.             1,800,000                      0
                                                               ------------          -------------
                                                                  2,412,208              2,601,190
Less current portion                                               (425,130)              (935,127)
                
                                                              $   1,987,078         $    1,666,063
                                                               ============          =============
</TABLE>

                                       5
<PAGE>

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



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  December  1996,  90,000  shares  of Series A  Preferred  Stock had been
converted, pursuant to their original terms, into 858,310 shares of Common Stock
at an average per share  conversion  price of $1.10.  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 $250,000  related to all of shares which could have been converted
through  December,  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  calculation.  Based upon the
market  price of the  stock  at the  beginning  of each  respective  period,  an
additional  157,500 and 95,000 shares were added to the weighted  average shares
of common stock, for the three month period and six month period, respectively.




                                        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