SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Form 10-Q
			

(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended October 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 No. 0-17384

Boston Technology, Inc.
(Exact name of registrant as specified in its charter)

Delaware                                           04-3073385
(State or other jurisdiction of                   (I.R.S Employer
incorporation or organization)                    Identification Number)

100 Quannapowitt Parkway                                               
Wakefield, Massachusetts                                 01880  
(Address of principal executiv                         (Zip code)       


Registrant's telephone number, including area code:  (617) 246-9000

			

	Indicate by check mark whether the registrant (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 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 latest practicable date.
						       Shares Outstanding
	Class of Securities                         (as of November 20, 1997)
  ------------------------------------             ---------------------------
Common Stock, $.001 par value per share                     27,411,836 

<PAGE>
<PAGE>                                                                       
												
BOSTON TECHNOLOGY, INC.
FORM 10-Q
Index

														 
																	
PART I.    FINANCIAL INFORMATION                                  PAGE

	ITEM 1. Consolidated Financial Statements

		   Consolidated Balance Sheets
		   As of October 31, 1997 (Unaudited) and January 31, 1997......  3

		   Consolidated Statements of Operations
		   For the three and nine months ended October 31, 1997 and 
		   1996.......................................................... 4

		   Consolidated Statements of Cash Flows
		   For the nine months ended October 31, 1997 and 1996........... 5

		   Notes to the Consolidated Financial Statements................ 6


	ITEM 2.    Management's Discussion and Analysis of Financial 
		   Conditions and Results of  Operations ....................... 11 


PART II.  OTHER INFORMATION     

	ITEM 1.    Legal Proceedings..................................... 19

	ITEM 2.    Changes in Securities................................. 20

	ITEM 3.    Defaults upon Senior Securities....................... 20

	ITEM 4.    Submission of Matters to a Vote of  Security Holders.. 20
		
	ITEM 5.    Other Information..................................... 20

	ITEM 6.    Exhibits and Reports on Form 8-K...................... 20

		   Signatures................................................... 21

		   Exhibit Index................................................ 22


					      -2-
<PAGE>
<PAGE>                                                                      


PART I.    FINANCIAL INFORMATION

ITEM 1.  Consolidated Financial Statements

BOSTON TECHNOLOGY, INC. 
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except share amounts)

<TABLE>
<CAPTION>

							October 31,                     January 31,
							    1997                            1997
					      --------------                   -------------
	Assets                     (unaudited)

Current Assets:
<S>                            <C>                             <C>
Cash and cash equivalents      $ 15,934                        $ 14,032
Accounts receivable, less 
allowances of $11,023 
and $3,656                       89,386                          54,405
Notes receivable                  3,693                             ---
Net investment in sales 
type leases                         573                             645
Inventories, net                 26,893                          19,046
Prepaid expenses and other 
current assets                    4,623                           2,771
Prepaid taxes                     2,434                             ---
						 -------------                     ------------
     Total current assets       143,536                           90,899

Property and equipment, net      36,999                           25,568
Deferred taxes                    4,223                            4,284
Other assets                      3,921                            7,422
						 -------------                     ------------   
	  TOTAL ASSETS                $188,679                         $128,173
					    =============                     ============





      Liabilities and Stockholders' Equity

Current Liabilities:
Current portion of long 
term debt                     $  2,644                        $  1,000
Accounts payable                12,847                          15,235
Accrued expenses                25,869                          21,556
Income taxes payable               ---                           2,618
Deferred customer funding        1,087                           1,140
Deferred revenues               15,651                           8,939
					    ------------                      ----------
Total current liabilities       58,098                          50,488


Long term debt and other 
long term liabilities           15,507                           1,193

Stockholders' Equity:
Common stock, $.001 par 
value, 60,000,000 shares 
authorized 27,411,736 and 
25,501,691 shares  issued          27                               25
Additional paid in capital     74,909                           60,557
Retained earnings              39,650                           15,516
Cumulative translation 
adjustment                        488                              394
						------------                      -----------
Total stockholders' 
equity                        115,074                           76,492
						------------                      ------------
TOTAL LIABILITES AND 
STOCKHOLDERS' EQUITY         $188,679                          $128,173
					   =============                     =============
</TABLE>
The accompanying notes are an integral part of these condensed consolidated 
financial statements.

				    -3-
<PAGE>
<PAGE>                                                                        

BOSTON TECHNOLOGY, INC. 
CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in thousands, except per share amounts)
(unaudited)
<TABLE>
<CAPTION>

					Three months ended October 31,       Nine months ended October 31,

						   1997          1996                 1997         1996
					-------------   ---------------      ------------   ----------

<S>                         <C>          <C>                  <C>          <C>
Revenues                    $68,606      $52,818              $198,342     $130,024

Cost and expenses:
Cost of revenues             26,243       25,721                80,386       62,889
Research and development     17,173       10,067                45,270       25,345
Marketing, general and 
administrative               13,536       10,107                41,255       27,133
					   ---------    ----------            ----------    ---------
						  56,952       45,895               166,911      115,367

Income from operations       11,654        6,923                31,431       14,657
	
Interest expense, net          (332)        (213)                 (676)        (315)    
Other expense, net             (102)        (293)                 (308)        (816)
					   ---------    ----------            ----------    ----------

Income before income taxes   11,220        6,417                30,447       13,526

Provision for income taxes    3,929        2,246                 6,682        4,734
					   ---------    ----------            -----------   ----------

Net income                  $ 7,291      $ 4,171              $ 23,765     $  8,792
					   =========    ==========            ===========   ===========

Net income per share        $   .25      $   .15              $    .84     $    .32
					   =========    ==========            ===========   ===========

Weighted average common 
and common equivalent 
shares outstanding           29,603       28,144                28,373       27,823
</TABLE>
The accompanying notes are an integral part of these condensed consolidated 
financial statements.

				      -4-
<PAGE>
<PAGE>                                                                       


BOSTON TECHNOLOGY, INC. 
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>

											Nine months ended October 31,
											    1997                 1996
										-----------           ----------
<S>                                              <C>                  <C>
Cash Flows from Operating Activities
Net Income                                       $23,765              $ 8,792
Adjustments to reconcile net income
to net cash used in operating activities:
Depreciation and amortization and other           10,641                5,720
Payments made in excess of rent expense             (136)                (144)
Loss on disposal of fixed assets                     ---                  127
Provision for sales allowances                     7,367                  149

Changes in assets and liabilities:
Accounts receivable                              (41,893)             (33,934)
Net investment in sales type leases                   72                1,037
Inventories                                       (7,847)                 495
Prepaid expenses and other current assets         (1,843)                (328)
Accounts payable                                  (3,365)               1,858
Accrued expenses                                   4,295                7,975
Deferred revenue                                   5,383                3,197
Income taxes                                      (3,105)               3,896
Deferred customer funding                            (53)              (2,081)
Other liabilities                                  4,456                  (33)
									       -----------            ----------
Net cash used in operating activities             (2,263)              (3,274)


Cash Flows From Investing Activities
Purchase of property and equipment               (18,535)             (15,157)
Purchase of license agreements 
and other assets                                     275               (1,118)
									       -----------            -----------
Net cash used in investing activities            (18,260)             (16,275)

Cash Flows From Financing Activities
Exercise of stock options                         10,867                2,641
Purchase of stock through Employee 
Stock Purchase Plan                                1,306                  781
Principal payments under financing 
obligations                                       (1,000)                (275)
Borrowings under revolving credit agreements      35,000               18,600
Repayments under revolving credit agreements     (25,500)             (10,600)
									       -----------            ------------
Net cash provided by financing activities         20,673               11,147
					       
Effect of exchange rate on cash and 
cash equivalents                                      94                   17

Net increase (decrease) in cash and 
cash equivalents                                     244               (8,385)


Cash acquired in pooling of Enhanced 
Communications Corporation                         1,658                 ---

Cash and cash equivalents, beginning 
of period                                         14,032               13,929
											----------           -------------
Cash and cash equivalents, end of period         $15,934              $ 5,544
											===========          ==============
</TABLE>
<TABLE>
<CAPTION>
Supplemental Disclosure of Cash Flow Information:
<S>                                              <C>                  <C>
Income taxes paid                                $ 7,986              $ 2,021
Interest paid                                      1,362                  712

Non cash transactions:
Tax benefit of disqualifying dispositions 
of incentive stock options                       $ 1,886              $   530
Sale of Joint Venture for a note receivable        3,693                  ---
Purchase of license agreements                       ---                2,000

</TABLE>
The accompanying notes are an integral part of these condensed consolidated 
financial statements.

				       -5-
<PAGE>
<PAGE>                                                                        
BOSTON TECHNOLOGY, INC. 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)


1.      BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Boston 
Technology, Inc. (the "Company") have been prepared in accordance with generally
accepted accounting principles for the interim financial information and 
pursuant to the instructions to Form 10-Q and Article 10 of Regulation S-X.  
Accordingly, these consolidated financial statements do not include all of the 
information and footnote disclosures required by generally accepted accounting 
principles for complete financial statements.  In the opinion of management, all
adjustments (consisting of normal recurring accruals) necessary for a fair 
representation of the unaudited consolidated statements of income for the three 
and nine months ended October 31, 1997 and 1996, the unaudited consolidated 
statements of cash flows for the nine months ended October 31, 1997 and 1996, 
and the unaudited consolidated balance sheet at October 31, 1997 have been made.

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 and disclosure of 
contingent assets and liabilities at the date of the financial statements and 
the reported amounts of revenues and expenses during the reporting period.  
Actual results could differ from those estimates.  Significant estimates 
included in these financial statements include the reserve for sales allowances,
reserve for warranty, inventory valuation reserve, estimates to complete and 
certain accrued liabilities.

It is suggested that the financial statements contained herein be read in 
conjunction with the audited consolidated financial statements and notes 
thereto included in the Company's Annual Report on Form 10-K for the year ended 
January 31, 1997.  The results of the interim periods are not necessarily 
indicative of the results for the full fiscal year.

Certain amounts in the fiscal 1997 (year ended January 31, 1997) financial 
statements have been reclassified to conform to the fiscal 1998 (year ending 
January 31, 1998) presentation.


2.  INVENTORIES

Inventories consisted of:
	
<TABLE>
<CAPTION>


							October 31, 1997        January 31, 1997
<S>                               <C>                     <C>
Materials and purchased parts     $ 11,695                $ 7,735
Work in process                      5,955                  9,585
Finished goods                       9,243                  1,726
							 ----------------       -----------------
Total                             $ 26,893                $19,046
			     ================       =================
</TABLE>
				    -6-
<PAGE>
<PAGE>                                                                        


3.  FINANCING ARRANGEMENTS

The Company maintains a revolving credit facility with two banks totaling $60 
million. Borrowings are collateralized by the Company's accounts receivable and 
inventories and bear interest at the prime rate (8.5% at October 31, 1997) or 
the LIBOR rate plus 175 basis points.  The credit facility is scheduled to 
expire on July  17, 1999.  As of October 31, 1997, the Company had $9.5 million 
outstanding in cash borrowings under the credit facility.

From time to time, the Company grants its customers extended payment terms and, 
upon occasion, sells those accounts receivable without recourse.  During the 
quarter ended July 31, 1997, the Company sold $18 million of accounts 
receivable. 


4.  RECENTLY ISSUED ACCOUNTING STANDARDS

The Financial Accounting Standards Board recently issued Statement No. 128 
("SFAS 128"), "Earnings per Share", which modifies the way in which earnings 
per share (EPS) is calculated and disclosed.  Upon adoption of this standard 
for the fiscal period ending January 31, 1998, the Company will disclose basic 
and diluted EPS and will restate all prior period EPS data presented.  Basic 
EPS excludes dilution and is computed by dividing income available to common 
stockholders by the weighted average number of common shares outstanding for 
the period.  Diluted EPS, similar to fully diluted EPS, reflects the potential 
dilution that could occur if securities or other contracts to issue common 
stock were exercised or converted into common stock or resulted in the 
issuance of common stock that then shared in the earnings of the entity.  
Management believes the adoption of SFAS 128 will not have a material impact 
on reported earnings per share.

The Financial Accounting Standards Board recently issued Statement of Financial 
Accounting Standard No. 130, "Reporting Comprehensive Income".  This Statement 
requires that changes in comprehensive income be shown in a financial statement 
that is displayed with the same prominence as other financial statements. The 
Company will adopt the new standard beginning in the first quarter of the fiscal
year ending January 31, 1999.

In June 1997, the Financial Accounting Standards Board issued Statement of 
Financial Accounting Standard No. 131, "Disclosure about Segments of an Enter-
prise and Related Information" (SFAS No. 131).  SFAS No. 131 specifies new 
guidelines for determining a company's operating segments and related require-
ments for disclosure.  The Company is in the process of evaluating the impact 
of the new standard on the presentation of its financial statements and the 
disclosures therein. The Company will adopt the new standard for the fiscal 
year ending January 31, 1999.
				       -7-
<PAGE>
<PAGE>                                                                      


5.  ACQUISITION OF ENHANCED COMMUNICATION CORPORATION

On February 20, 1997, the Company acquired all of the outstanding stock of 
Enhanced Communications Corporation ("ECC"), a company providing outsourcing 
of voice messaging for Bell South Telecommunications, Inc. and Bell South 
Personal Communications, Inc. for 250,000 shares of the Company's Common 
Stock.  The combination has been accounted for as a pooling of interests in 
accordance with APB 16.  The Company did not restate prior period financial 
statements for this acquisition due to immateriality, and recorded the book 
value of the net assets of ECC in the period ended April 30, 1997 amounting 
to $661,000.


Change in stockholders' equity:

Balance at January 31, 1997             $         76,492

Net income for current period                     23,765
Net book value of assets acquired 
in pooling of interest                               661
Stock issued for options and warrants, 
related tax benefits and other                    14,156
							       -------------------
Balance at October 31, 1997             $        115,074
								    ====================


6.   REVENUE RECOGNITION

Most of the Company's products are standard hardware and software configurations
which are developed according to internally generated product specifications.  
Generally, product revenues are recognized at the time the standard hardware 
and/or software is shipped, collection is probable and no significant post 
shipment obligations remain. Products shipped for customer trials are carried 
in finished goods inventory until customer acceptance is obtained, at which 
time revenue is recognized.  Installation fees are recognized when products 
are installed.  Revenue from sales-type leases and the associated cost of 
revenue is recognized upon shipment of the equipment to customers. Interest 
income is recognized over the life of the sales-type lease.  Rental income on 
equipment under operating leases is recognized ratably over the lease term, 
and the related equipment is depreciated over its estimated useful life.  
Maintenance revenue is recognized ratably over the term of the maintenance 
contract.  
				       -8-

<PAGE>
<PAGE>                                                                        

Development work is frequently required for new customers in order to adapt 
otherwise standard products to specific languages, user interfaces and network 
interfaces.  From time to time, customers may contract for custom modifications 
and enhancements to standard product configurations.  The proceeds from the sale
of such modifications and enhancements as well as the excess of customer funding
received over and above associated costs are included in revenues upon shipment 
of the related hardware and/or software. For large contracts containing 
significant customization efforts spanning two or more quarters, revenue is 
recognized on a percent of completion basis.


7.      SALE OF JOINT VENTURE

As of May 31, 1997, the Company sold its 30% share in the Brazil joint venture 
it had established in fiscal 1996 to its joint venture partner.  Upon completion
of the sale, the Company recorded the purchase price, net of imputed interest, 
as a note receivable.  No gain or loss  has been recognized on this transaction.


8.      CUSTOMER DISPUTE

The Company is engaged in a dispute with one of its customers, Sprint PCS 
("Sprint"), regarding product and software deliverables and performance under 
agreements against which approximately $26 million has been invoiced.  Sprint 
has purported to terminate its agreements with the Company and refused to pay 
the balance due of approximately $19 million.  Of this outstanding balance, a 
significant portion has not been recognized as revenue and, as a result, is 
not included in the Company's account receivable balance. The Company believes 
it has established adequate reserves to cover any exposure associated with this 
dispute.  The Company believes that Sprint's assertions are without merit and 
that the unpaid amounts are due and owing.  The Company has discussed the 
dispute with Sprint but no resolution has yet been reached.  The agreements 
between the Company and Sprint require that disputes be submitted to binding 
arbitration if not resolved by mutual agreement.  Although the Company believes 
that its position has merit, there can be no assurances the outcome will not 
have a material adverse effect on the Company.

				     -9-
<PAGE>
<PAGE>                                                                     

9.      INCOME TAXES

The effective tax rate for the three months ended October 31, 1997 (before the 
effect of the AT&T warrant exercise) and 1996 was 35%.  During the second 
quarter of fiscal 1998, the Company realized and recognized a one time tax 
benefit of $3,976,000 associated with the July 30, 1997 exercise of 981,760 
warrants by AT&T based upon management's determination that the realization of 
this tax benefit was more likely than not.  No benefit has been recognized for 
unexercised warrants.  The tax benefit associated with future exercises of 
warrants by AT&T is contingent upon the timing of the exercise of the warrants 
and the stock value at that time.  The Company expects its normal tax rate to 
remain at approximately 35% throughout the remainder of fiscal 1998. 


10.     MERGER WITH COMVERSE TECHNOLOGY, INC.

On August 21, 1997, the Company announced that it had agreed to merge with 
Comverse Technology, Inc. ("Comverse") in a stock merger in which each 
outstanding share of Common Stock of the Company would be converted into .65 
shares of Common Stock of Comverse.  The merger is subject to approval by the 
stockholders of the Company and Comverse and various other conditions, and is 
expected to be completed in early 1998.  The merger of the companies may result 
in duplicate facilities or distribution channels and other relationships which 
could result in adjustments or write-offs upon the completion of the merger to 
the carrying value of certain assets.

				   -10-
<PAGE>
<PAGE>                                                                      


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

This Quarterly Report on Form 10-Q contains forward-looking statements. For this
purpose, any statements contained herein that are not statements of historical 
fact may be deemed to be forward-looking statements.  Without limiting the 
foregoing, the words "believes," "anticipates," "plans," "expects," and similar 
expressions are intended to identify forward-looking statements.  There are a 
number of important factors that could cause the Company's actual results to 
differ materially from those indicated in such forward-looking statements.  
These factors include, without limitation, those set forth below the caption 
"Certain Factors That May Affect Future Operating Results."

Results of Operations

Three months Ended October 31, 1997 versus Three Months Ended October 31, 1996

Net Sales
Revenues for the third quarter of fiscal year 1998 were $68,606,000 versus 
$52,818,000 for the prior year period, an increase of $15,788,000, or 30%.  
North American revenues, generated by sales to Regional Bell Operating Com-
panies, long distance carriers, and other network operators, were approximate-
ly $18,111,000, a decrease of $24,190,000, or 57%, compared to the prior year 
period.  North American revenues decreased to 26% of total revenues versus 80% 
in the prior year due primarily to changes in customers buying patterns relating
to their deployment of services.  International revenues for the third quarter 
were $50,495,000, an increase of  $39,978,000, or 380%, over the prior year 
period.  International revenues increased primarily due to higher volume from 
the Company's existing Pacific Rim, Australian and Brazilian customers.  
International revenues comprised 74% of total third quarter fiscal 1998 revenues
versus 20% in the prior year period.  

Gross Profit
Gross profit for the third quarter of fiscal 1998 increased over the correspond-
ing prior year period by $15,266,000, or 56%, to $42,363,000.  As a percentage 
of revenues, gross profit was approximately 62% for the three months ended 
October 31, 1997 compared to approximately 51% for the comparable prior year 
period.  The increase in gross profit as a percentage of revenues was due 
primarily to the shipment of larger systems, a substantial volume of capacity 
upgrades, which traditionally have higher margins, and the completion of a 
significant software development project.  Assuming a stabilization of prices 
with increased revenues, the Company anticipates that gross profit as a 
percentage of revenues will increase in fiscal 1998 compared to fiscal 1997, 
however, quarter to quarter changes may not be indicative of the trend for the 
year.
				     -11-

<PAGE>
<PAGE>                                                                        

Research and Development Expenses
Research and development expenses were $17,173,000 for the third quarter of 
fiscal 1998 versus $10,067,000 for the prior year period.  As a percentage of 
revenues, research and development expenses increased to 25% for the third 
quarter versus 19% for the prior year period.  Excluding the effect of customer 
funding and certain reclassifications, gross research and development spending 
in the third quarter of fiscal 1998 increased $8,342,000, or 69%, over the prior
year period primarily due to an increase in headcount required to support 
ongoing development projects.  The Company expects to continue to make 
significant investments in research and development, including research and 
development required under certain recent customer contracts.  The Company is 
also involved in research and development programs that are funded in whole 
or in part by its customers.  Customer funding is recognized as a reduction to 
research and development expense as development activities occur.  Customer 
funding offsets against expense for the third quarter of fiscal 1998 and 1997 
were $1,236,000 and $1,123,000, respectively.  In addition to customer funding 
offsets, the Company periodically defers expenditures incurred under long term 
custom modification contracts.  Expenditures associated with long term custom 
modification contracts that were deferred and /or classified as cost of revenues
for the third quarter 1998 and 1997 amounted to $1,958,000 and $835,000, 
respectively.  Deferred expenditures of $1,032,000 at October 31, 1997 are 
included in prepaid expenses and other current assets and will be recognized in 
cost of sales as the associated revenue is recognized. 

Marketing, General and Administrative Expenses
Marketing, general and administrative expenses for the third quarter were 
$13,536,000 versus $10,107,000 for the prior period.  As a percentage of 
revenues, these expenses increased from 19% in the prior year period to 20% 
in the third quarter of fiscal 1998 due primarily to a significant increase 
to the reserve for sales allowances as a result of a higher level of gross 
accounts receivable, as well as increased staffing to support the overall 
growth of the Company's business.  

Interest Expense, net
Interest income for the quarter increased by $152,000 to $271,000 at October 31,
1997 due primarily to higher average cash balances.  Interest expense for the 
third quarter increased by $271,000 to $603,000 as a result of borrowings 
against the Company's line of credit and interest associated with the sale of 
$18.0 million of accounts receivable in the second quarter. The Company expects 
to continue to borrow against its line of credit in the future and incur 
interest expense that is higher than past periods.

Other Expense
Other expense decreased $194,000 to $102,000 for the three months ended October 
31, 1997 due primarily to the Company's share of a loss by the Joint Venture in 
Brazil and a loss on the disposal of fixed assets that were incurred in the 
three months ending October 31, 1996, but not incurred in the three months 
ending October 31, 1997. 

Provision for Income taxes
The effective tax rate for the three months ended October 31, 1997 and 1996 
was 35%.  The Company expects the tax rate to remain at approximately 35% 
throughout the remainder of fiscal 1998.
				   
				   -12-
<PAGE>
<PAGE>                                                                      

Results of Operations

Nine months Ended October 31, 1997 versus Nine Months Ended October 31, 1996

Net Sales
Revenues for the nine months ended October 31, 1997 were $198,342,000 versus 
$130,024,000 for the prior year period, an increase of $68,318,000, or 53%.  
North American revenues, generated by sales to Regional Bell Operating Com-
panies, long distance carriers, and other network operators, were approximate-
ly $91,905,000, an increase of $2,603,000, or 3%, over the prior year period.  
North American revenues decreased to 46% of total revenues versus 69% in the  
prior year due primarily to changes in customers buying patterns relating to 
their deployment of services. International revenues for the first nine months 
of fiscal 1998 were $106,437,000, an increase of  $65,715,000, or 161%, over the
prior year period. International revenues increased primarily due to higher 
volume from the Company's existing Pacific Rim, Australian and Brazilian 
customers.  International revenues comprised 54% of revenues for the first 
nine months of fiscal 1998 revenues versus 31% in the prior period. 

Gross Profit
Gross profit for the first nine months of fiscal 1998 increased over the 
corresponding prior year period by $50,821,000, or 76%, to $117,956,000.  
As a percentage of revenues, gross profit was approximately 59% for the nine 
months ended October 31, 1997 compared to approximately 52% for the comparable 
prior year period.  The increase in gross profit as a percentage of revenues 
was due primarily to an increase in the number of larger systems shipped as 
well as a higher volume of capacity upgrades, which traditionally have higher 
margins, and the completion of a significant software development project.  
Assuming a stabilization of prices with increased revenues, the Company 
anticipates that gross profit as a percentage of revenues will increase in 
fiscal 1998 compared to fiscal 1997, however, quarter to quarter changes may 
not be indicative of the trend for the year.

Research and Development Expenses
Research and development expenses were $45,270,000 for the nine month period 
ended October 31, 1997 versus $25,345,000 for the prior period.  As a percentage
of revenues, research and development expenses increased to 23% for the first 
nine months of fiscal 1998 versus 19% for the prior year.  Excluding the effect 
of customer funding and certain reclassifications,gross research and development
spending in the first nine months of fiscal 1998 increased $24,404,000, or 78%, 
over the prior year period primarily due to an increase in headcount required 
to support ongoing development projects.  The Company expects to continue to 
make significant investments in research and development, including research 
and development required under certain recent customer contracts.  The Company 
is also involved in research and development programs that are funded in whole 
or in part by its customers.  Customer funding is recognized as a reduction to 
research and development expense as development activities occur.  Customer 
funding offsets against expense for the first  nine months of fiscal 1998 and 
1997 were $4,863,000 and $3,204,000, respectively.  In addition to customer 
funding offsets, the Company periodically defers expenditures incurred under 
long term custom modification contracts. Expenditures associated with long term 
custom modification contracts that were deferred and /or classified as cost of 
revenues for the first nine months of fiscal 1998 and 1997 amounted to 
$5,756,000 and $2,933,000, respectively.  Deferred expenditures of $1,032,000 
at October 31, 1997 are included in prepaid expenses and other assets and will 
be recognized in cost of sales as the associated revenue is recognized. 
				    -13-
<PAGE>
<PAGE>                                                                       

Marketing, General and Administrative Expenses
Marketing, general and administrative expenses for the nine month period ended 
October 31, 1997 were $41,255,000 versus $27,133,000 for the prior period.  As 
a percentage of revenues, these expenses remained constant at 21% from the 
comparable prior year period. Marketing, general and administrative expenses 
increased $14,122,000 versus the prior year period due primarily to a 
significant increase in the reserve for sales allowances as a result of a higher
level of gross accounts receivable,  a customer dispute as referenced in Note 8 
to the Consolidated Financial Statements, as well as increased staffing to 
support the overall growth of the Company's business.


Interest Expense, Net
Interest income for the nine months ended October 31, 1997 increased by $216,000
to $686,000 due primarily to higher average cash balances.  Interest expense 
for the first nine months of fiscal 1998 increased by $577,000 to $1,362,000 
as a result of borrowings against the Company's line of credit and the sale 
of receivables without recourse during the quarter ended July 31, 1997. The 
Company expects to continue to borrow against its line of credit in the future 
and incur interest expense that is higher than past periods.

Other Expense, Net
Other expense decreased $508,000 to $308,000 for the nine months ended 
October 31, 1997 due primarily to the Company's share of a loss by the Joint 
Venture in Brazil and a loss on the sale of fixed assets that were incurred 
in the nine months ending October 31, 1996, but not incurred in the nine months 
ending October 31, 1997. 


Provision for Income Taxes
The effective tax rate for the nine months ended October  31, 1997 (before the 
effect of the AT&T warrant exercise) and 1996 was 35%.  During the second 
quarter of fiscal 1998, the Company realized a one time tax benefit of 
$3,976,000 associated with the July 30, 1997 exercise of 981,760 warrants by 
AT&T.  The Company determined that the realization of this tax benefit became 
more likely than not during the second quarter of fiscal 1998.  No benefit has 
been recognized for unexercised warrants.  The tax benefit associated with 
future exercises of warrants by AT&T is contingent upon the timing of the 
exercise of the warrants and the stock value at that time.  The Company expects 
its normal tax rate to remain at approximately 35% throughout the remainder of 
fiscal 1998.
<PAGE>
<PAGE>                                                                        

Liquidity and Capital Resources 
The Company has funded its operations during fiscal 1998 primarily through the 
sale of accounts receivable without recourse, its bank lines of credit, and 
stock issuance activities.  At October 31, 1997 and January 31, 1997, the 
Company had available cash and cash equivalents of $15,934,000 and $14,032,000, 
respectively, and working capital of $85,438,000 and $40,411,000, respectively. 
The Company increased its revolving 
credit facility with two banks from $35,000,000 to $60,000,000. Borrowings are 
collateralized by the Company's accounts receivable and inventories and bear 
interest at the prime rate (8.5% at October 31, 1997) or the LIBOR rate plus 
175 basis points.  The credit facility is scheduled to expire on July 17, 1999.
This revolving credit facility also has a 1/2 of 1% annual commitment fee on 
the unused portion.  The facility contains quarterly covenants which, among 
other things, require the Company to maintain certain financial ratios, 
specified levels of equity and other restrictions.  The Company had cash 
borrowings under its revolving credit facility of $9,500,000 outstanding at 
October 31, 1997.  The Company also has available uncollateralized lines of 
credit for forward foreign exchange contracts with three banks.  There were 
no outstanding balances on these lines of credit at October 31, 1997.  From time
to time, the Company grants its customers extended payment terms and, upon 
occasion, sells those accounts receivable without recourse.  During the quarter 
ended July 31, 1997, the Company sold $18.0 million of receivables without 
recourse. 

Net cash used in operating activities for the nine months ending 
October 31, 1997 was $2,263,000.   In the nine months ending October 31, 1997, 
net cash used in operating activities consisted primarily of an increase in 
accounts receivable of $41,893,000 and an increase in inventories of $7,847,000,
offset by net income of $23,765,000 and depreciation and amortization of 
$10,641,000.   The increase in accounts receivable is due to the granting of 
extended  payment terms and a large amount of revenue recognized at the end 
of the quarter.   Inventory balances also increased at October 31, 1997 in 
anticipation of meeting fourth quarter revenue demands.  

Net cash used in investing activities for the nine months ending 
October 31, 1997 was $18,260,000. This reflects primarily purchases of property 
and equipment of $18,535,000, consisting primarily of computer workstations and 
test equipment, as a result of increased headcount and growth of  revenues. 
				   -15-
<PAGE>
<PAGE>                                                                        

Net cash provided by financing activities for the nine months ending 
October 31, 1997 was $20,673,000.  This includes net borrowings made under the 
revolving credit agreements of $9,500,000, and proceeds from exercise of common 
stock options of  $10,867,000. 

The Company believes that its cash and cash equivalents, along with cash 
generated from operations and unused credit facilities, will be sufficient to 
meet the Company's cash requirements and to fund operations at least through 
the next twelve months.


Certain Factors That May Affect Future Operating Results

The reader should consider the following important factors, among others, which 
in some cases have affected, and in the future could affect, the Company's 
actual results and could cause the Company's results in future quarters and 
fiscal years to differ materially from those expressed in forward-looking 
statements made by, or on behalf of, the Company.

Historically, a substantial portion of the Company's revenues have been 
attributed to a limited number of customers.  The Company expects to continue 
to rely on a limited number of customers for a significant portion of its 
revenue.  In addition, the Company also has a high average system revenue per 
transaction; therefore, the loss of any one customer, or a significant decline 
in their volume, could have a material adverse effect on the Company's business 
and its results of operations. The Company's ability to increase future revenues
may depend on its ability to generate sufficient revenues to substitute for 
reduced purchases by one or more major customers.  In addition, the Company's 
operating expenses are incurred ratably throughout each quarter and are 
relatively fixed in the short term.  As a result, if projected revenues are 
not realized in the expected period, the Company's operating results for that 
period could be adversely affected.
				   -16-
<PAGE>
<PAGE>                                                                      

The Company's industry is subject to rapid technological change. The Company's 
revenue stream depends on its ability to enhance its existing software products 
and to introduce new products on a timely and cost-effective basis.  This 
includes any customer-requested custom software enhancements required in the 
normal course of product delivery.  The Company's products involve sophisticated
hardware and software technology platforms that perform critical functions to 
highly demanding standards.  There can be no assurance the Company's current 
or future products will not develop operational problems, which could have a 
material adverse effect on the Company.  In addition, if the Company were to 
delay the introduction of new products, or to delay the delivery of specific 
custom software enhancements, the Company's operating results could be adversely
affected. 

The international portion of the Company's business, which represented 54% of 
revenues for the first nine months of fiscal 1998, is subject to a number of 
inherent risks, including difficulties in building and managing international 
operations and international reseller networks, international service and 
support of the Company's products, difficulties or delays in translating 
products into foreign languages, fluctuations in the value of foreign 
currencies, import/export duties and quotas, and unexpected regulatory, economic
or political changes in international markets.  Due to the competitive 
environment in the international marketplace, certain international customers 
may require longer payment terms resulting in greater difficulty in accounts 
receivable collection.  In addition, while the Company's products are designed 
to meet the regulatory standards of foreign markets, any inability to obtain 
foreign regulatory approvals or to meet other required standards on a timely 
basis could have a material adverse effect on the Company's operating results. 

While most of the Company's international revenues have been denominated in U.S.
dollars, as a result of increased turbulence in the Asian currency markets, the 
Company anticipates that there may be increased pressure to denominate revenues 
in foreign currencies.  To date, foreign currency fluctuations have not had a 
material adverse effect on the Company's operating results.  While the Company 
has periodically engaged in hedging transactions to cover its currency 
translation exposure, the expected increase in international business may 
require the Company to engage in these types of transactions more frequently 
to mitigate the effect of foreign currency fluctuations.

Historically, the Company has operated with minimal backlog.  As a  result, 
revenues earned in any quarter will continue to be largely dependent on orders 
booked, built, and shipped in that quarter.  Other factors that may impact the 
Company's ability to convert backlog into revenues for any given quarter are 
development efforts that may span several quarters, the ability to secure 
hardware components from single source suppliers and the fact that orders may 
be canceled or delivery schedules modified.  The Company has also experienced 
a pattern of recording the majority of its quarterly revenues in the third 
month of the quarter.   
				  -17-

<PAGE>
<PAGE>                                                                        

The Company sells substantially all of its products to companies in the 
telecommunication industry.  This industry is undergoing significant change as 
a result of deregulation and privatization worldwide, reducing restrictions on 
competition in the industry. Unforeseen changes in the regulatory environment 
may have an impact on the Company's revenues and/or costs in any given part of 
the world.  The worldwide enhanced services systems industry is already highly 
competitive and the Company expects competition to intensify. The Company 
believes that it will continue to encounter substantial competition from its 
existing competitors, and that other companies, many with considerably greater 
financial, technical, marketing and sales resources than the Company, may enter 
the enhanced services systems markets. 

Certain  components of the Company's products are currently purchased from a 
single source, and, although the Company believes that alternate sources are 
available, any interruption or discontinuation in the supply of such components 
could adversely affect the Company's operating results.

The Company's growth and success depend upon its ability to attract, motivate 
and retain highly skilled employees, especially technical employees and key 
executives.  Qualified technical employees are in great demand and are likely 
to remain a limited resource for the foreseeable future.  There can be no 
assurance the Company will be successful in hiring and retaining the required 
personnel.  

The growth of the Company has placed and is expected to continue to place 
significant demands on the Company's operational, administrative and financial 
resources.  There can be no assurance the Company will be able to maintain its 
historic growth rate or that any future growth will not have a material adverse 
effect on the Company.

The Company's ability to compete effectively will depend to a significant 
extent on its ability to protect its proprietary rights and operate without 
infringing the proprietary rights of others, and there can be no assurance the 
Company will be able to do so.  In addition, any litigation involving such 
proprietary rights could have a material adverse effect on the Company.

				  -18-
<PAGE>
<PAGE>                                                                        

PART II.  OTHER INFORMATION

ITEM 1.  Legal Proceedings
		
    Reference is made to the Company's Annual Report on Form 10-K 
for the fiscal year ended January 31, 1997 for a description of certain legal 
proceedings (Civil Action Nos. 95-CV-7236, 95-CV-7295 and 95-CV-7317) commenced 
in the United States District Court for the Eastern District Court for Eastern 
District of Pennsylvania against the Company and certain of its current and 
former officers and directors alleging violations of Section 10(b) of the 
Securities Exchange Act of 1934, as amended, and Rule 10b-5 thereunder. On 
November 14, 1996, the United States District Court of the Eastern District 
of Pennsylvania ordered the cases transferred to the United States District 
court for the District of Massachusetts.  On January 19, 1997, the defendants 
filed a Motion to Dismiss on the grounds that the Amended Complaint fails to 
state a claim under the relevant sections of the Securities Exchange Act of 
1934, and under the law as applied by the United States Court of Appeals for 
the First Circuit.  Oral argument was held on the Motion to Dismiss and the 
Plaintiffs Reply to the Motion on March 20, 1997. At the time of the oral 
argument the court indicated that it expected to render a decision by August 
1997, however, it has not yet done so.   Boston Technology and the defendants 
continue to deny the allegations and will continue to contest these cases 
vigorously. The outcome of this lawsuit is neither probable nor estimable; 
accordingly, no loss provision has been made for this lawsuit.

On March 10, 1997, Syntellect Technology Corp. ("Syntellect") filed suit 
against the Company in District Court of Dallas County, Texas, Fourteenth 
Judicial District alleging a breach of contract involving a patent licensing 
agreement originally created by a predecessor of Syntellect.  The suit by 
Syntellect seeks damages in an unspecified amount for alleged past royalties 
owed on the patent in question.  Settlement negotioations are continuing and 
both parties are currently engaged in the discovery process. The outcome of 
this lawsuit is neither probable nor estimable; accordingly, no loss provision 
has been made for this lawsuit.

				      -19-
<PAGE>
<PAGE>                                                                       

ITEM 2. Changes in Securities
	
Not applicable.

ITEM 3. Defaults upon Senior Securities
	
Not applicable.


ITEM 4. Submission of matters to Vote of Security Holders
	
Not applicable.

ITEM 5. Other Information
	
Not applicable.

ITEM 6. Exhibits and Reports
	
(a)  Exhibits 
     The exhibits listed in the Exhibits Index are filed as part of or 
     included in this report.

(b)  Reports on Form 8-K
     Form 8-K was filed on August 27, 1997 to announce the merger between 
     Comverse Technology, Inc.  and Boston Technology, Inc.

				     -20-
<PAGE>
<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.


   Date:   November  25, 1997 

					 BOSTON TECHNOLOGY, INC.

	
					 By: /s/ Carol B. Langer                                              
					    ----------------------
					    Carol B. Langer
					    Senior Vice President of Finance, 
					    Chief Financial Officer,
					    Treasurer and Secretary
										

				      -21-

<PAGE>
<PAGE>                                                                    


EXHIBIT INDEX
Exhibit                                                                    
Number                                   Title                             
						    
*2                         Agreement and Plan of Merger between Comverse 
					   Technology, Inc. and the Company

 4                         Agreement No. 2 to the Rights Agreement

11                         Statement Re:  Weighted Shares used in Computation
					   of Earnings per Share                              

27                         Financial Data Schedule                         

--------------------------

*    Incorporated by reference to the Company's Form 8-K filed August 27, 1997.

				   -22-