<PAGE>1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE
                                   ACT OF 1934
                                  
                 For the quarterly period ended January 31, 1997

                                       or

[ ] 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 0-21695

                         Manchester Equipment Co., Inc.
             (Exact name of registrant as specified in its charter)

                               New York 11-2312854
                (State or other jurisdiction of (I.R.S. Employer
             Incorporation or organization) Identification Number)

                                 160 Oser Avenue
                            Hauppauge, New York 11788
              (Address of registrant's principal executive offices)

                                 (516) 435-1199
              (Registrant's telephone number, including area code)


Indicate  by check  mark  whether  the  registration  (1) has filed all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  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.

                                 [X] Yes [ ] No

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
stock, as of the latest practicable date.

         There were 8,525,000 outstanding shares of COMMON STOCK at February 28,
1997.






<PAGE>2

                 MANCHESTER EQUIPMENT CO., INC. AND SUBSIDIARIES

                                      Index

PART I.     FINANCIAL INFORMATION                                         Page

Item 1.     Condensed Consolidated Balance Sheets
                   January 31, 1997 (unaudited) and July 31, 1996           3

            Condensed Consolidated Statements of Income
                   Three months and six months ended
                    January 31, 1997 and 1996 (unaudited)                   4

            Condensed Consolidated Statements of Cash Flows Six
                     months  ended January 31, 1997 and 1996 (unaudited)    5

            Notes to Condensed Consolidated Financial Statements            6

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

PART II.    OTHER INFORMATION

     Item 6. Exhibits and Reports 12                                       11


<PAGE>3

Part I - FINANCIAL INFORMATION

ITEM 1.     Financial Statements

                 Manchester Equipment Co., Inc. and Subsidiaries
                      Condensed Consolidated Balance Sheets
                       (in thousands except share amounts)

                                                       January 31,   July 31, 
                                                          1997         1996     
                                                       (Unaudited)
                                                       -----------   -------- 
Assets:
  Cash and cash equivalents                              $ 14,746    $  5,774
  Accounts receivable, net                                 21,023     `19,068
  Inventory                                                10,719       8,957
  Deferred income taxes                                       334         334
  Prepaid expenses and other current assets                   284         197
                                                           ------      ------
         Total current assets                              47,106      34,330

  Property and equipment, net                               2,247       2,244
  Deferred income taxes                                       395         395
  Other assets                                                583         792
                                                              ---         ---

                                                          $50,331     $37,761
                                                          =======     =======

Liabilities:
  Current maturities under capital lease obligation    $       99     $    99
  Notes payable - bank                                          -       6,500
  Notes payable - shareholder                                 118         353
  Accounts payable and accrued expenses                    14,407      17,113
  Deferred service revenue                                    126         129
  Income taxes payable                                          -         295
                                                            -----         ---
         Total current liabilities                         14,750      24,489

  Capital lease obligation, less current maturities           135         175
  Deferred compensation payable                               268         183
                                                              ---         ---
         Total liabilities                                 15,153      24,847
                                                           ------      ------

Redeemable common stock                                         -       4,739

Shareholders' equity:
  Preferred stock, $.01 par value; 5,000,000
     shares authorized, none issued                             -           -
  Common stock, $.01 par value; 25,000,000
     shares authorized, 8,525,000 and 6,200,000
     shares issued and outstanding                             85          62
  Additional paid-in capital                               20,391           -
  Retained earnings                                        14,702       8,113
                                                           ------       -----

         Total shareholders' equity                        35,178       8,175
                                                           ------       -----

         Total liabilities and shareholders' equity       $50,331     $37,761
                                                          =======     =======

See notes to condensed consolidated financial statements.


<PAGE>4
                Manchester Equipment Co., Inc. and Subsidiaries
                   Condensed Consolidated Statements of Income
               (in thousands, except share and per share amounts)
<TABLE>
<CAPTION>
                                    Three months ended      Six months ended 
                                        January 31,            January 31,     
                                      1997     1996          1997        1996
                                        Unaudited               Unaudited
                                        ---------               ---------
<S>                                 <C>        <C>         <C>         <C>    
Revenues                            $44,684    46,994      $95,671     $90,500

Cost of revenues                     38,383    40,405       82,191      77,968
                                     ------    ------       ------      ------

       Gross profit                   6,301     6,589       13,480      12,532

Selling, general and
    administrative expenses           5,105     4,951       10,293       9,260
                                      -----     -----       ------       -----

       Income from operations         1,196     1,638        3,187       3,272

Interest expense                        (71)     (105)        (191)       (190)
Interest income                         122         4          127          10
Other income (expense)                   23        (6)          23          (7)
                                         --        --           --          -- 
       Income before income taxes     1,270     1,531        3,146       3,085

Provision for income taxes              521       616        1,296       1,241
                                        ---       ---        -----       -----
       Net income                    $  749   $   915       $1,850      $1,844
                                     ======   =======       ======      ======
Net Income per share                  $0.10   $  0.15        $0.26       $0.29
                                      =====   =======        =====       =====
Weighted average
  shares outstanding              7,867,935 6,262,626    7,033,968   6,262,626
                                  ========= =========    =========   =========
</TABLE>

See notes to condensed consolidated financial statements.

<PAGE>5 
                 Manchester Equipment Co., Inc. and Subsidiaries
                 Condensed Consolidated Statements of Cash Flows
                                 (in thousands)
<TABLE>
<CAPTION>
                                                            For the six months
                                                             ended January 31,
                                                           1997           1996
                                                               (Unaudited)
                                                               -----------

<S>                                                        <C>         <C>
Cash flows from operating activities:     
         Net income ....................................   $  1,850    $  1,844

  Adjustments to reconcile net income to net cash
   from operating activities:
              Depreciation and amortization ............        285         183
              Allowance for doubtful accounts ..........        185         210
              Deferred income taxes ....................         --         (58)
  Change in assets and liabilities:
         Increase in accounts receivable ...............     (2,140)     (3,870)
         (Increase) decrease in inventory ..............     (1,762)        828
         (Increase) decrease in prepaid expenses and
             other current assets ......................        (87)         21
         Decrease  in other assets .....................        209           8
         Decrease in accounts payable and
             accrued expenses ..........................     (2,706)       (242)
         Decrease in deferred service contract revenue .         (3)        (34)
         Increase (decrease)  in income taxes  payable .       (295)        629
         Increase in deferred compensation payable .....         85          24
                                                              -----         ----

         Net cash used in operating activities .........     (4,379)       (457)
                                                             ------        ---- 

Cash flows from investing activities:
         Capital expenditures ..........................       (342)       (197)
         Proceeds from sale of assets ..................         54          18
                                                               ----         ----

              Net cash used in investing activities ....       (288)       (179)
                                                               ----        ---- 

Cash flows from financing activities:
         Net repayments of borrowings ..................     (6,500)       (600)
         Payments on notes payable-shareholder .........       (235)        --
         Payments on capital lease obligation ..........        (40)        --
         Net proceeds from initial public offering .....     20,414         --
                                                             ------       -----   
              Net cash (used in) provided by
               financing activities ....................     13,639        (600)
                                                             ------        ---- 

Net increase (decrease) in cash and cash equivalents ...      8,972      (1,236)

     Cash and cash equivalents at beginning of period ..      5,774       1,834
                                                              -----       -----

Cash and cash equivalents at end of period .............   $ 14,746    $    598
                                                           ========    ========
</TABLE>
See notes to condensed consolidated financial statements.

<PAGE>6
                 Manchester Equipment Co., Inc. and Subsidiaries
              Notes to Condensed Consolidated Financial Statements

   1. Organization and Basis of Presentation

      Manchester Equipment Co., Inc. (the "Company") is a systems integrator and
      reseller of computer hardware, software and networking products, primarily
      for commercial customers.  The Company offers its customers  single-source
      solutions  customized  to their  information  systems  needs by  combining
      value-added  services with  hardware,  software,  networking  products and
      peripherals from leading vendors.

      Sales of hardware,  software and networking  products comprise most of the
      Company's revenues. Service revenues have not comprised a significant part
      of revenues to date. The Company has entered into  agreements with certain
      suppliers and  manufacturers  which provide the Company  favorable pricing
      and price protection in the event the vendor reduces its prices.

      In the  opinion  of the  Company,  the  accompanying  unaudited  condensed
      consolidated  financial statements contain all adjustments  (consisting of
      only  normal and  recurring  accruals)  necessary  to  present  fairly the
      financial  position  of the Company as of January 31, 1997 and the results
      of operations for the three and six months ended January 31, 1997 and 1996
      and cash  flows  for the six  months  ended  January  31,  1997 and  1996.
      Although the Company believes that the disclosures  herein are adequate to
      make the information not misleading,  these financial statements should be
      read in conjunction  with the audited  financial  statements and the notes
      thereto  for the year  ended  July 31,  1996,  included  in the  Company's
      Prospectus  dated  November  25,  1996  prepared  in  connection  with the
      Company's initial public offering.

   2. Net Income Per Share

      Net income per share is based upon the weighted  average  number of common
      shares and common share equivalents outstanding during each period. Common
      share  equivalents  include  dilutive stock options and warrants,  if any,
      using the treasury stock method.

   3. Initial Public Offering

      On December 2, 1996, the Company completed an initial public offering (the
      "Offering")  of 2,325,000  shares of its common stock  (including  200,000
      overallotment  shares)  at an  initial  public  offering  price of $10 per
      share. Net proceeds to the Company were approximately $20.4 million, after
      deducting  the  underwriting  discounts  and  commissions  and other costs
      associated with the Offering.

   4. Redeemable Common Stock

      Prior to the  consummation  of the Offering,  the Company had an agreement
      with a retired  share-holder  whereby  the  Company  would be  required to
      redeem all of the shares held by the  shareholder in accordance with terms
      set forth in the agreement. In September 1996, among other provisions, the
      retired  shareholder  agreed to terminate his option to sell his remaining
      shares to the Company,  subject to successful  completion of the Offering.
      As a result of the successful  completion of the Offering,  in the January
      31, 1997 Condensed  Consolidated  Balance  Sheet,  the amounts which would
      have been due under this agreement have been  reclassified from redeemable
      common stock to retained earnings.



<PAGE>7
      ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS
                 OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

           The following  discussion and analysis  should be read in conjunction
      with the condensed  consolidated  financial  statements  and notes thereto
      included  elsewhere  in this  Quarterly  Report  on Form 10-Q and with the
      Company's Prospectus dated November 25, 1996. This discussion and analysis
      contains  forward-looking  statements within the meaning of the Securities
      Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
      1934, as amended,  which are not historical  facts, and involves risks and
      uncertainties  that  could  cause  actual  results  to differ  from  those
      expected and projected. These risks and uncertainties include, but are not
      limited to,  those set forth below and the risk  factors  described in the
      Company's Prospectus.

      GENERAL

           Manchester is a systems integrator and reseller of computer hardware,
      software and networking products,  primarily for commercial customers. The
      Company offers its customers  single-source  solutions customized to their
      information systems needs by combining value-added services with hardware,
      software,  networking  products and peripherals from leading  vendors.  To
      date, most of the Company's revenues have been derived from product sales.
      The Company generally does not develop or sell software products. However,
      certain  computer  hardware  products  sold by the Company are loaded with
      pre-packaged software products.

           As a result of intense price competition within the computer industry
      as  well  as  other  industry  conditions,  the  Company  has  experienced
      increasing pressure on its gross profit and operating margins with respect
      to the sale of products.  The Company's  strategy includes  increasing its
      focus on providing  value added services with  operating  margins that are
      higher  than those  obtained  with  respect to the sale of  products.  The
      Company's future  performance will depend in part on its ability to manage
      successfully a continuing shift in its operations to value-added services.

           The Company's  largest customer  accounted for  approximately 12% and
      14% of the  Company's  revenues for the six months ended  January 31, 1997
      and 1996,  respectively,  substantially all of which revenues were derived
      from the sale of hardware  products.  This  customer  accounted for 16% of
      revenues  for the  fiscal  year  ended  July  31,  1996.  There  can be no
      assurance  that the Company will continue to derive  substantial  revenues
      from this customer.

           The  Company's  profitability  has been  enhanced  by its  ability to
      obtain  volume  discounts  from  certain  manufacturers,  which  has  been
      dependent in part upon the Company's  ability to sell products to computer
      resellers, including VARs. There can be no assurance that the Company will
      be able to continue to sell products to resellers  and thereby  obtain the
      desired  discounts from the manufacturers or that the Company will be able
      to increase  sales to  end-users  to offset the need to rely upon sales to
      resellers.


<PAGE>8
           The markets for the Company's products and services are characterized
      by rapidly changing technology and frequent  introductions of new hardware
      and software  products and services,  which render many existing  products
      noncompetitive, less profitable or obsolete. The Company believes that its
      inventory controls have contributed to its ability to respond  effectively
      to  these  technological  changes.  As  of  January  31,  1997  and  1996,
      inventories represented 21% and 24%, respectively of total assets. For the
      six months ended January 31, 1997 and 1996,  annualized inventory turnover
      was 15 and 18 times, respectively. Inventory turned 18 times in the fiscal
      year ended  July 31,  1996.  The  failure  of the  Company  to  anticipate
      technology trends or to continue to effectively manage its inventory could
      have a  material  adverse  effect on the  Company's  business,  results of
      operations and financial condition.

           The  Company  believes  its  controls  on  accounts  receivable  have
      contributed  to  its   profitability.   The  Company's  bad  debt  expense
      represented  .2% of total  revenues in each of the six month periods ended
      January 31, 1997 and 1996.  For the fiscal year ended July 31,  1996,  bad
      debt expense represented .1% of total revenues.

           The Company's  quarterly  revenues and operating  results have varied
      significantly  in the past and are  expected  to  continue to do so in the
      future.  Quarterly revenues and operating results generally fluctuate as a
      result  of the  demand  for  the  Company's  products  and  services,  the
      introduction  of new  hardware  and software  technologies  with  improved
      features,  the  introduction  of new  services  by  the  Company  and  its
      competitors,  changes in the level of the  Company's  operating  expenses,
      competitive conditions and economic conditions. In particular, the Company
      currently  is  increasing  its  fixed  operating  expenses,   including  a
      significant increase in personnel, as part of its strategy to increase its
      focus on providing higher margin, value-added services.  Accordingly,  the
      Company  believes  that  period-to-period  comparisons  of  its  operating
      results should not be relied upon as an indication of future  performance.
      In addition,  the results of any  quarterly  period are not  indicative of
      results to be expected for a full fiscal year.

           As a result of rapid  changes  which are taking place in computer and
      networking technologies,  product life cycles are short. Accordingly,  the
      Company's product offerings change  constantly.  Prices of products change
      with  generally  higher  prices early in the life cycle of the product and
      lower  prices  near  the end of the  product's  life  cycle.  The  Company
      believes  that the  impact of price or volume  changes  of any  particular
      product  or  products  is  not  material  to  the  Company's  Consolidated
      Financial Statements.

           The Company's Chief Executive  Officer has entered into an employment
      agreement  with the  Company  under  which  he will  receive  $550,000  in
      compensation,  exclusive of fringe benefits,  for each of the fiscal years
      ending July 31, 1997 and 1998. In addition,  the Company's  Executive Vice
      President  has agreed to receive  base  compensation,  exclusive of fringe
      benefits,  of $450,000 for the fiscal years ending July 31, 1997 and 1998.
      These  officers  have agreed that they will not be entitled to any bonuses
      for fiscal 1997 and that any bonus payable to either of these  officers in
      fiscal  1998 will  require the  approval of a majority of the  independent
      directors of the Company. The Company leases certain warehouse and offices
      from  entities  that are owned or  controlled  by the  Company's  majority
      shareholder.  Each of the leases with  related  parties  has been  amended
      effective  with the  closing of the  Offering  to reduce the rent  payable
      under that lease to then current market rates.



<PAGE>9

RESULTS OF OPERATIONS

     The following table sets forth, for the periods indicated, information
derived from the Company's Condensed  Consolidated  Statements of Income 
expressed as a percentage of revenues.
<TABLE>
<CAPTION>

                                                 Percentage of Revenues
                                          Three Months Ended  Six Months Ended
                                               January 31        January  31
                                             1997     1996     1997     1996
                                             ----     ----     ----     ----
<S>                                          <C>      <C>      <C>      <C>   
     Revenues ..........................     100.0%   100.0%   100.0%   100.0%
     Cost of revenues ..................      85.9     86.0     85.9     86.2
                                              ----     ----     ----     ----
     Gross profit ......................      14.1     14.0     14.1     13.8
     Selling, general and
       administrative expenses ........       11.4     10.5     10.8     10.2
                                              ----     ----     ----     ----
     Income from operations ............       2.7      3.5      3.3      3.6
     Interest and other expenses, net ..        .2      (.2)       -      (.2)
     Income before income taxes ........       2.9      3.3      3.3      3.4
                                               ---      ---      ---      ---
     Provision for income taxes ........       1.2      1.4      1.4      1.4
                                               ---      ---      ---      ---
     Net income ........................       1.7%     1.9%     1.9%     2.0%
                                               ===      ===      ===      === 
</TABLE>

THREE MONTHS  ENDED  JANUARY 31, 1997 COMPARED TO THREE MONTHS
 ENDED JANUARY 31, 1996 REVENUES.

       The Company's  revenues  decreased $2.3 million or 4.9% from
$47.0  million for the three months ended  January 31, 1996 to $44.7 million for
the three months ended January 31, 1997 due to lack of product  availability  as
well as lower  revenues  from the  Company's  major  customer.  The  decrease in
revenues  occurred  principally in November and December and is not specifically
related to any particular vendor or manufacturer.

     GROSS PROFIT.  Cost of revenues includes the direct costs of products sold,
freight and the personnel costs  associated with providing  technical  services,
offset in part by certain market  development  funds provided by  manufacturers.
All other  operating costs are included in selling,  general and  administrative
expenses.  Gross  profit  decreased  $288,000 or 4.4% from $6.6  million for the
second  quarter  of  fiscal  1996 to $6.3  million  for the most  recent  fiscal
quarter. As a percentage of revenues, gross profit increased slightly from 14.0%
in fiscal 1996 to 14.1% in fiscal 1997.  The decrease in gross profit dollars is
principally due to the decrease in revenues.  Competitive pressures,  changes in
the types of  products  or  services  sold and  product  availability  result in
fluctuations in gross profit from period to period.

     SELLING,  GENERAL  AND  ADMINISTRATIVE   EXPENSES.   Selling,  general  and
administrative  expenses  increased  $154,000  or 3.1% from $5.0  million in the
second  quarter of fiscal 1996 to $5.1  million in the second  quarter of fiscal
1997.  This increase is principally a result of higher payroll and related costs
due to the hiring of additional technical and administrative staff in support of
the Company's  strategy to increase its value-added  services revenue  partially
offset  by lower  commissions  paid to the  Company's  sales  force due to lower
revenues.  Giving pro forma effect to the changes in officers  compensation  and
rents to  related  parties,  described  above and under  General,  the pro forma
selling,  general and administrative expenses would have been approximately $4.9
million or 10.4% of revenues for the three months ended January 31, 1996.


<PAGE>10

     INTEREST  INCOME.  Interest income  increased from $4,000 in fiscal 1996 to
$122,000  in fiscal 1997 due to  earnings  on short term  investments  made with
certain of the proceeds from the Company's initial public offering.

     PROVISION  FOR  INCOME  TAXES.  The  effective  income  tax rate  increased
slightly to 41% in the current  quarter as compared to 40% for the three  months
ended January 31, 1996.

SIX MONTHS ENDED JANUARY 31, 1997 COMPARED TO SIX MONTHS ENDED JANUARY 31, 1996

     REVENUES.  The Company's revenues increased $5.2 million or 5.7% from $90.5
million for the six months ended  January 31, 1996 to $95.7  million for the six
months  ended  January  31,  1997 due to  increased  revenues  from both new and
existing  customers.  Many factors  contributed to this increase,  including new
product  introductions,  special product  purchases and volume and price changes
with no one factor having any material effect on this increase.

     GROSS PROFIT.  Gross profit  increased  $948,000 or 7.6% from $12.5 million
for the first six months of fiscal  1996 to $13.5  million  for the most  recent
fiscal six months.  As a percentage  of revenues,  gross profit  increased  from
13.8% to 14.1%.  The increase in gross profit dollars is principally  due to the
increase in  revenues  while the  increase in  percentage  is  primarily  due to
changes in product mix . Competitive pressures, changes in the types of products
or services sold and product availability result in fluctuations in gross profit
from period to period.

     SELLING,  GENERAL  AND  ADMINISTRATIVE   EXPENSES.   Selling,  general  and
administrative expenses increased $1.0 million or 11.2% from $9.3 million in the
first six  months of fiscal  1996 to $10.3  million  in the first six  months of
fiscal 1997. This increase is principally a result of higher payroll and related
costs due to the hiring of  additional  technical  and  administrative  staff in
support of the Company's strategy to increase its value-added  services revenue.
In  addition,   the  Company   incurred  higher   insurance,   depreciation  and
professional fees partially offset by lower rent. Giving pro forma effect to the
changes in officers  compensation and rents to related parties,  described above
and under General,  the pro forma selling,  general and administrative  expenses
would have been  virtually  the same as actual  results for the six months ended
January  31,  1996  principally  due to the  timing  of  payments  of  officers'
compensation during fiscal 1996.

     INTEREST  INCOME.  Interest income increased from $10,000 for the first six
months of fiscal 1996 to $127,000 for the first six months of fiscal 1997 due to
the  earnings on the short term  investments  made with  certain of the proceeds
from the Company's initial public offering.

     PROVISION  FOR  INCOME  TAXES.  The  effective  income  tax rate  increased
slightly  from 40% for the six months ended  January 31, 1996 to 41% for the six
months ended January 31, 1997.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's  primary sources of financing have been internally  generated
working capital from profitable operations and a line of credit from a financial
institution.
<PAGE>11

     For  the six  months  ended  January  31,  1997,  cash  used  in  operating
activities  was $4.4  million  consisting  primarily  of  increases  in accounts
receivable  and  inventory  and a  decrease  in  accounts  payable  and  accrued
expenses.  The Company's  accounts  receivable and accounts  payable and accrued
expenses  balances  as  well  as  its  investment  in  inventory  can  fluctuate
significantly  from one period to the next due to the receipt of large  customer
orders or payments or variations  in product  availability  and vendor  shipping
patterns at any particular  date.  Generally,  the Company's  experience is that
increases in accounts  receivable,  inventory  and accounts  payable and accrued
expenses will coincide with growth in revenue and increased operating levels. In
addition, during the six months ended January 31, 1997 the Company used $288,000
in investing  activities  and generated  $13.6  million in financing  activities
primarily from the net proceeds of the Offering ($20.4 million) partially offset
by the net repayments of bank debt ($6.5 million).

     The Company has available a line of credit with a financial  institution in
the amount of $11.5 million. All amounts outstanding under this line were repaid
by the Company with the proceeds from the Offering described below.

     On December 2, 1996, the Company  completed an initial public offering (the
"Offering") of 2,325,000 shares (including 200,000  overallotment shares) of its
common  stock  resulting  in  net  proceeds  to  the  Company,  after  deducting
underwriting  discount and expenses, of approximately $20.4 million. The Company
utilized  $7.7  million of the  proceeds  from the Offering to repay the balance
outstanding at that date under its line of credit with a financial  institution.
The remaining net proceeds have been invested in short-term,  interest  bearing,
investment grade securities.

     The Company  believes  that the  remaining  net proceeds  from the Offering
together with current working  capital,  expected cash flows from operations and
available  borrowings  under  the line of credit  will be  adequate  to  support
current  operating levels for the foreseeable  future,  specifically  through at
least the end of fiscal 1998. The Company currently has no major commitments for
capital  expenditures.  Future capital requirements of the Company include those
for the  growth  of  working  capital  items  such as  accounts  receivable  and
inventory  and the purchase of equipment  and expansion of facilities as well as
the possible opening of new offices and potential acquisitions.






















<PAGE>12

Item 6.       Exhibits and Reports

(a)    Exhibits
       --------

       Exhibit No.           Description
       -----------           -----------

       27                    Financial Data Schedule


(b)    Reports on Form 8-K
       -------------------

       None


<PAGE>13

                         MANCHESTER EQUIPMENT CO., INC.

                                   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.



                                               MANCHESTER EQUIPMENT CO., INC.
                                               ------------------------------
                                                        (Registrant)


DATE:  March  12, 1997                       /s/ Barry Steinberg
                                             -------------------
                                           Barry Steinberg
                                           President and Chief Executive Officer



DATE:  March 12, 1997                        /s/ Joseph Looney
                                             -----------------------------
                                            Joseph Looney
                                            Chief Financial Officer