SECURITIES AND EXCHANGE COMMISSION
                          Washington, DC 20549
                               FORM 10 - QSB/A

                QUARTERLY REPORT UNDER REGULATION SB OF THE
                       SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended                        Commission File Number:
   June 30, 1997                                     2-96976-D
-----------------------                         ------------------

                      DCI TELECOMMUNICATIONS, INC.
       (Exact Name of Registrant as specified in its charter)

             COLORADO                            84-1155041
          ---------------                  -----------------------
   (State or other jurisdiction          (IRS Employer Identification
  of incorporation or organization)               Number)


           611 Access Road, Stratford, Connecticut  06497
     -------------------------------------------------------------
           (Address and zip code of principal executive offices)


                              (203) 380-0910
                            -----------------
           (Registrant's telephone number, including area code)

Indicate  by  check  mark whether the Registrant (1)  has  filed  all
reports required by Regulation SB 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 the filing requirements for at least the past 90 days.
                      YES __X__              NO_____

Indicate  the  number of shares outstanding of each of  the  issuer/s
classes of common stock, as of the last practicable date:

Number of Shares Outstanding        Class               Date
----------------------------       -------           ----------
         9,902,994             Common Stock,       August 14, 1997
                              $.0001 par value

<PAGE>

                        DCI TELECOMMUNICATIONS, INC.

                                  Index


     PART I  FINANCIAL INFORMATION

       Balance Sheet June 30, 1997                          3

       Statements of Operations
        Three Months Ended June 30, 1997 and 1996           4

       Statements of Cash Flow
        Three Months Ended June 30, 1997 and 1996           5

       Notes to Unaudited Financial Statements
        June 30, 1997                                       6

       Management's Discussion and Analysis of
        Financial Condition and Results of Operations       10

PART II
       Other Information                                    14

       Signatures                                           16









                                  2
<PAGE>

                      DCI Telecommunications, Inc.
                       Consolidated Balance Sheet
                             (unaudited)

                                                          June 30,
          ASSETS                                            1997

Current Assets:
    Cash                                                 $1,069,519
    Restricted Cash                                          10,500
    Investments                                              43,575
    Accounts Receivable                                   3,805,718
    Prepaid expenses                                        213,466
    Inventory                                               221,355
                                                          ---------
Total Current Assets                                      5,364,133

Property and Equipment                                    1,332,098
    Less: Accumulated depreciation                          577,738
                                                          ---------
Net property and equipment                                  754,360
                                                          ---------

Accounts receivable                                         664,163
Deferred financing costs                                    139,727
Deposits                                                    112,129

Other Assets   - customer base                              653,752
               - costs in excess of net assets acquired  10,968,650
                                                          ---------
                                                         11,622,402
Less: Accumulated amortization                              208,767
                                                          ---------
Net other assets                                         11,413,635
                                                          ---------
Total Assets                                            $18,448,147
                                                        -----------

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
    Due to Shareholders                                  $  388,139
    Notes and settlements payable                           272,365
    Accounts payable and accrued expenses                 4,802,867
    Participations payable                                1,505,604
    Income Taxes Payable                                    194,929
                                                         ----------
Total Current Liabilities                                 7,163,904

Participations payable                                      688,481
Long Term Debt                                              480,516
Deferred Income Taxes                                       248,202
Accrued Preferred Dividends                                 150,161
Redeemable, convertible preferred stock $1,000 par and
  redemption value, 2,000,000 shares authorized, 1,302
  shares issued and outstanding                           1,302,000

Total Liabilities                                        10,033,264

Commitments and Contingencies

Shareholders' Equity:
    9.25% cumulative convertible, preferred stock
      $100 par value, 5,000,000 shares authorized,
       3,972 shares issued and outstanding;                305,000
    Common stock, $.0001 par value,
     500,000,000 shares authorized,
        8,896,824 shares issued
        and outstanding                                        890
    Paid in capital                                      8,130,396
    Treasury Stock                                             (13)
    Unrealized Capital Loss                                 (5,495)
    Retained earnings subsequent to 12/31/95, date of
       quasi-reorganization (total deficit
       eliminated $4,578,587)                              (15,895)
                                                         ---------
Total Shareholders' Equity                               8,414,883
                                                         ---------
Total Liabilities and Shareholders' Equity             $18,448,147
                                                       -----------

         See Accompanying Notes to Consolidated Financial Statements



                                    3
<PAGE>

                     DCI Telecommunications, Inc.
               Consolidated Statements of Operations
                             (unaudited)

                                       Three Months Ended
                                            June 30,
                                      1997           1996
  Travel Service Sales             $  298,413      $ 272,178
  Product Sales                     2,955,580         44,796
                                   ----------      ---------
  Net Sales                         3,253,993        316,974

  Cost of Sales - Travel              281,033        244,643
  Cost of Sales - Product           1,800,486         26,982
                                    ---------      ---------
  Cost of Sales                     2,081,519        271,625
                                   ----------      ---------
    Gross Profit                    1,172,474         45,349

 Selling, General &
  Admin. Expenses                     453,261         63,156
 Salaries and
  Compensation                        355,376         77,676
 Amortization &
  Depreciation                         73,358         18,149
 Professional and
    Consulting Fees                   109,079         21,869
                                    ---------       --------
                                      991,074        180,850

 Income (Loss)
   from Operations                    181,400       (135,501)

Other Income and (Expense):
  Interest Expense                    (32,891)        (3,279)
  Interest Income                      11,950             94

  Net Income(Loss)                    160,459       (138,686)
  Preferred Dividends                  (9,185)        (9,185)
                                      --------      ---------
  Net Income (Loss) to Common         151,274       (147,871)

  Net Income(Loss)
   per common share                     $0.01         ($0.02)

  Fully Diluted Income (Loss)
   per common share                     $0.01         ($0.02)

  Weighted average common
   shares outstanding              17,469,486      6,801,389

     See Accompanying Notes to Consolidated Financial Statements


                                   4

<PAGE>

                       DCI Telecommunications, Inc.
                  Consolidated Statements of Cash Flows
                             (unaudited)

                                               Three Months Ended
                                                   June 30,
Cash Flows from Operating Activities:          1997          1996

Net Income (Loss)                           $160,459      ($138,686)
                                            --------      ---------
Adjustment to reconcile net income
(loss) to net cash provided by (used in)
 operating activities:
        Depreciation and amortization         73,357         18,149
        Stock issued for services                800
        Bad Debts                              7,874

   Changes in assets and liabilities:
     (Increase) Decrease in:
        Accounts & Contracts Receivable     (221,495)        30,755
        Inventory                             24,915
        Deposits & Prepayments               (75,372)           844
        Deferred Financing Costs              35,515

     Increase (Decrease) in:
        Accounts & Contracts Payable        (367,684)      (125,507)
        Accrued Expenses                    (433,000)           645
        Income taxes                          35,883
                                            --------       --------
           Total Adjustments:               (919,207)      ( 75,114)
                                            --------       --------
        Net cash provided by (used in)
              operating activities          (758,748)      (213,800)
                                            --------       --------

Cash flows from (used in) investing activities:
        Additions to property,
          plant & equipment                 ( 11,359)       (11,514)
        Cash acquired with acquisition       110,629
                                            --------       --------
        Net cash provided by (used in)
          investing activities                99,270        (11,514)
                                            --------       --------

Cash flows from (used in) financing activities:
        Advances from (to)shareholders       373,979       ( 35,639)
        Proceeds from sale of
             stock & options                  68,077        368,514
        Bank overdraft                                      (36,723)
                                            --------       --------
        Net cash provided by (used in)
            financing activities             442,056        296,152
                                            --------       --------

Net Increase (Decrease) in cash             (217,422)        70,838

Cash, Beginning of Year                    1,286,941          2,689
                                           ---------       --------

Cash, End of Period                       $1,069,519       $ 73,527


                                              Three Months Ended
                                                     June 30,
                                             1997           1996

Supplemental disclosures of cash flow information:

Non cash investing and financing transactions:
     Acquisition by stock issuance:
        CardCall International           $6,463,357
        CyberFax                         $1,015,000
     Non cash settlements                  $ 40,000
     Preferred Stock Dividends             $  9,185         $ 9,185

     See Accompanying Notes to Consolidated Financial Statements




                                  5
<PAGE>

DCI Telecommunications, Inc.
Notes to Unaudited Financial Statements June 30, 1997

NOTE 1.
-------

The accompanying unaudited financial statements have been prepared in
accordance with  generally accepted accounting principles for interim
financial  information  and  with the provisions  of  Regulation  SB.
Accordingly, they do not include all of the information and footnotes
required  by  generally accepted accounting principles  for  complete
financial  statements. In the opinion of management, all  adjustments
(consisting of normal recurring adjustments) considered necessary for
a  fair presentation have been included. Certain reclassification and
restatements of prior year numbers have been made to conform  to  the
current years presentations, to report the acquisition of The  Travel
Source,  Ltd. as a pooling of interest and to exclude R&D  Scientific
since the merger agreement terminated.

The  consolidated financial statements include the  accounts  of  the
Company  and  its wholly owned subsidiaries, (CardCall International,
CyberFax  Inc., Privilege Enterprises Limited and The Travel  Source,
Limited)  and  Muller Media as if the stock purchase  agreement  with
Muller   were   completed.   Material   intercompany   balances   and
transactions have been eliminated in consolidation.

The   results  of  operations  for  the  periods  presented  are  not
necessarily  indicative of the results to be expected  for  the  full
year.   The  accompanying  financial statements  should  be  read  in
conjunction  with the Company's form 10-K filed for  the  year  ended
March 31, 1997.

Income  (loss)  per  share was computed using  the  weighted  average
number of common shares outstanding.

NOTE 2. CardCall International Holdings Inc.
--------------------------------------------

On  March  31,  1997, DCI Telecommunications, Inc.  entered  into  an
agreement with  CardCall International Holdings, Inc. ("CardCall"), a
Delaware  Corporation, to purchase all its outstanding  common  stock

                                6
<PAGE>

(8,238,125  shares) and warrants. CardCall's board of  directors  had
approved  the  agreement  on March 29, 1997, subject  to  shareholder
approval. CardCall is the parent company of CardCaller Canada,  Inc.,
a  Canadian corporation, and CardCall (UK) Limited incorporated under
the Laws of the United Kingdom.

CardCall  is in the business of designing, developing and  marketing,
through   distributors,  prepaid  phone  cards  which   provide   the
cardholder   access  to  long  distance  service  through   switching
facilities.  DCI had previously invested $1,500,000 in  CardCall  for
which  it received $1,200,000 in notes payable 120 days from  demand.
The remaining $300,000 did not have any stipulated repayment terms.

By  May  29,  1997,  the shareholders of CardCall  had  approved  the
transaction. For each 100 shares of common stock of CardCall held  by
a  shareholder,  DCI  will issue a warrant to purchase  9  shares  of
common  stock for $4.00 per share on or before February 28, 2001.  In
addition, each shareholder of CardCall may acquire 85 shares  of  DCI
common  stock under a subscription agreement for each 100  shares  of
CardCall  held by such shareholder, at a purchase price of  $.20  per
share.  As  of June 30, 1997, no options for shares of DCI stock  had
been exercised.

Such  options  expire  on  April 30, 2002.  In  accordance  with  the
agreement, shares of DCI stock received from the exercise of  options
has restrictions on its ability to be sold ranging from September  1,
1997 to November 1, 1998.

The transaction was recorded under the purchase method of accounting,
effective   April  1,  1997.  The  total  purchase   price   includes
$1,500,000 in cash, $2,545,000 assigned value for the stock and stock
options,  and  assumption of net liabilities of $3,918,000.  Goodwill
was  recorded  at  $7,963,000. The financial statements  include  the
results  of operations of CardCall since April 1, 1997, the effective
date  of acquisition. The goodwill is being amortized over 20  years.
Revenue from the sale of prepaid phone cards is recognized upon first
usage of the card.

NOTE 3.  R&D Scientific Corp.
-----------------------------

On June 19, 1995, DCI entered into an agreement to acquire the common
stock  of  R&D Scientific Corp. (R&D), a New Jersey Corporation,  for
106,250 shares (to be adjusted on or before December 31, 1997  for  a
value of $1,700,000).

The  Company  had included R&D operations as part of the consolidated
group  since  June 19, 1995 as if the acquisition has been  completed
under the purchase method of accounting. In the quarter ending

                                   7

<PAGE>

December  31,  1997,  the parties mutually agreed  to  terminate  the
agreement,  with  R&D  reverting back to its original  owners.  As  a
result,   no  operations  of  R&D  are  included  in  the   financial
statements,  and all prior periods have been restated to exclude  the
operations of R&D.

NOTE 4.  Acquisition of Muller Media, Inc.
------------------------------------------

On  November  26,  1996, DCI entered into a stock purchase  agreement
with  Muller Media, Inc. (Muller), a New York corporation, to acquire
100%  of the outstanding common stock of Muller in a stock for  stock
purchase,  with  DCI  exchanging one  million  two  hundred  thousand
(1,200,000)  shares of common stock for all of the shares  of  Muller
capital  stock.  The DCI stock was valued at two  dollars  and  fifty
cents ($2.50) per share ($3 million in total).

The  shares  of  both companies have been deposited  with  an  escrow
agent.  DCI must repurchase the shares, if Muller exercises  a  "put"
option  which commences on the earlier of 120 days from December  27,
1996,  unless  an extension is requested by DCI, which Muller  cannot
unreasonably withhold, or 14 days after DCI has received an aggregate
of $3,000,000 in net proceeds from the sale of its capital stock.  An
extension  was  granted  by Muller through December  31,  1997.   The
selling stockholders have an option to keep DCI stock or accept up to
$3,000,000  in  cash from DCI. Muller is a distributor of  syndicated
programming and motion pictures to the television and cable industry.
The acquisition has been accounted for as a purchase.

NOTE 5.  CyberFax
-----------------

On  April 9, 1997 the Company acquired all of the outstanding  shares
of  CyberFax, Inc. for 400,000 shares of its common stock  valued  at
$1,015,000. Goodwill of $1,015,000 was recognized in this transaction
and  is  being  amortized  over 20 years. The  acquisition  has  been
accounted  for  as a purchase. The financial statements  include  the
results  of operations of CyberFax since April 9, 1997, the  date  of
acquisition.

NOTE 6.  Common and Preferred Stock
-----------------------------------

During the three months ended June 30, 1997, the holders of 198

                               8
<PAGE>

shares  of  Series C Convertible Preferred Stock elected  to  convert
into  common shares, resulting in the issue of 115,126 common shares.
In addition, options to purchase 370,000 common shares were exercised
during the quarter.

NOTE 7.  Unaudited Pro Forma Results
------------------------------------

The  following  table  summarizes  unaudited  pro  forma  results  of
operations  of the Company for the 3 months ended June 30,  1997  and
1996,  assuming the acquisition of CardCall, CyberFax, Muller  Media,
Travel  Source  and PEL had occurred on April 1, 1996. The  unaudited
pro   forma   financial  information  presented  is  not  necessarily
indicative of the results of operations that would have occurred  had
the acquisitions taken place on April 1, 1996 or of future results of
operations.

                                         June 30,
                                   1997            1996
                                   ----            ----
Net Sales                       $3,253,993     $2,684,517
Net Income (Loss)                  151,274     (1,152,880)
Net Income (Loss) per Share          $0.01         ($0.07)









                                  9
<PAGE>

               Management's Discussion and Analysis of
           Financial Condition and Results of  Operations

Overview
--------

The  following  discussion  and analysis  provides  information  that
management believes is relevant to an assessment and understanding of
DCI  Telecommunications, Inc. and its subsidiaries (collectively, the
Company),  consolidated results of operations and financial condition
for  the  three months ended June 30, 1997. The discussion should  be
read   in  conjunction  with  the  Company's  consolidated  financial
statements and accompanying notes.

The Company, since its recent acquisitions, operates predominantly in
the   telecommunications  industry  providing  a   broad   range   of
communication service. The Company's services include long  distance,
cellular   as   well  as  Internet  connections.  Through   continued
investments  and fiscal 1997 business acquisitions, the  Company  has
expanded its business into rapidly developing markets.

Recent Acquisitions
-------------------

The acquisition of CardCall International and CyberFax in the quarter
ended  June 30, 1997 were accounted for under the purchase method  of
accounting  under  both  U.S. and United Kingdom  generally  accepted
accounting   principles.   The   Company   believes   that   CardCall
International,  operating  with  the  combined  networks,   financial
resources,  management,  personnel and  technical  expertise  of  the
Company,  CyberFax  and  DCI  UK Limited,  will  be  better  able  to
capitalize   on   the   world  wide  growth  opportunities   in   the
telecommunications industry. In addition, the Company  expects  these
companies will be able to derive significant advantages from the more
efficient  utilization  of  their  combined  assets,  management  and
personnel.


                                   10
<PAGE>

Liquidity and Capital Resources
-------------------------------

On  December  30, 1994 and January 5, 1995 the Company  acquired  the
assets  of  Sigma Telecommunications and Alpha Products  through  the
issue  of  1,330,000 shares of common stock, and renamed the  Company
DCI  Telecommunications,  Inc.  The liabilities  remaining  from  the
former  Fantastic Foods International, Inc. at acquisition  left  the
Company   with   negative  working  capital  and   little   financing
capability.  In  November  1996  the Company  acquired  Muller  Media
through  the issue of common stock. The acquisition greatly  improved
the  Company's financial position and at March 31, 1997  the  current
ratio  was  a  positive  1.9 to 1 and cash on  hand  was  $1,300,000.
However,  with  the  acquisition  of CardCall  International  in  the
quarter ended June 30, 1997, the Company's current ratio dropped to a
negative position.

Cash  used in operations was $758,000 in the three months ended  June
30,  1997.  The Company was able to partially overcome this shortfall
by  proceeds  from the exercise of stock options, and  advances  from
stockholders totaling $442,000.

While  CyberFax  had limited operations during the  quarter,  it  has
secured nine contracts in four countries for its real time fax to fax
transmission  packages.  CardCall UK is  expanding  its  distribution
network to vending machines and CardCaller Canada is embarking  on  a
prepaid  cellular phone program. All of these programs  will  require
significant cash to finance the expansion plans.

The  Company  is  continuing to pursue long-term  financing  for  its
acquisition and expansion program. However, no assurance can be given
that additional financing will be available or, if available, that it
will  be  on  acceptable terms. The ability to finance  all  new  and
existing operations will be heavily dependent on external sources.

Results of Operations - Three Months Ended June 30,1997 Compared
                        to Three Months Ended June 30, 1996
---------------------------------------------------------------

                                     1997           1996
                                     ----           ----
Net Sales                         $3,253,993     $ 316,974
---------
Net sales in the 1997 first quarter increased $2,937,019 over the

                                  11
<PAGE>

1996  first  quarter. Sales of newly acquired CardCall of  $2,132,319
and  sales  of  Muller  Media (acquired November  1996)  of  $720,483
principally accounts for the variance.

                                     1997           1996
                                     ----           ----
Cost of Sales                     $2,081,519    $ 271,625
-------------
Cost  of  sales  in  the three months ended June 30,  1997  increased
$1,809,894  over the comparable 1996 period. CardCall cost  of  sales
accounted  for  $1,326,800 and Muller $415,300. Neither  company  was
part of the group in the 1996 first quarter.

                                     1997           1996
                                     ----           ----
Selling, General & Administrative $ 453,261     $  63,156
---------------------------------
SG&A  expense  increased $390,105 in the 1997 first quarter.  Of  the
increase, CardCall accounted for $168,285 and Muller for $140,672. In
addition,  CyberFax,  which was acquired April 9,  1997,  contributed
$64,000 to the variance.

                                     1997           1996
                                     ----           ----
Salaries                          $ 355,376     $  77,676
--------
Salaries  in the 1997 first quarter increased $277,700 over the  1996
first  quarter. Salaries of newly acquired CardCall of  $214,935  and
Muller  Media  salaries  of  $99,228  principally  account  for   the
variance.

                                     1997          1996
                                     ----          ----
Amortization & Depreciation      $  73,358     $  18,149
---------------------------
1997  first  quarter  expense  increased  $55,209.  Amortization  and
depreciation associated with the three new acquisitions  noted  above
account  for  $42,489,  with  the  balance  due  to  depreciation  on
equipment additions at the parent company level.


                                 12

<PAGE>

                                     1997         1996
                                     ----         ----
Professional and Consulting Fees $ 109,079     $ 21,869
--------------------------------
Professional fees increased $87,210 in the 1997 period. The three new
acquisitions  account  for $52,788, while the  remaining  balance  is
attributable  to  higher  legal and accounting  fees  at  the  parent
company due to the company's growth.


                                     1997         1996
                                     ----         ----
Interest (Expense)               ($ 32,891)     ($ 3,279)
Interest Income                     11,950            94
------------------
The  increase  in  interest  expense is  all  associated  with  newly
acquired  CardCall and the increase in interest income  is  all  from
interest  earned on Muller investments. Neither company was  included
in 1996 results.




                                  13

<PAGE>

                           PART II
                      OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.
          Not applicable.

ITEM 2.  CHANGES IN SECURITIES.
          Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.
          Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
          Not applicable.

ITEM 5.  OTHER INFORMATION.
          Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.
         Page 15



                                   14
<PAGE>

ITEM 6 - Exhibits and Reports on Form 8K

On  April  18,  1997 the Company filed a Form 8K which described  the
acquisition of CyberFax Inc.










                                   15

<PAGE>

                            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.

                                      DCI TELECOMMUNICATIONS, INC.
                                              (Registrant)


Dated: May 14, 1998                 By: Joseph J. Murphy
                                        ----------------
                                        Joseph J. Murphy
                                        President

                                    By: Russell B. Hintz
                                        ----------------
                                        Russell B. Hintz
                                        Chief Financial Officer





                                16