<PAGE>                                       BOSTON TECHNOLOGY, INC.
                                   					     100 Quannapowitt Parkway
					                                        Wakefield, MA  01880

December 16, 1996                            VIA EDGAR


Securities and Exchange Commission
Division of Corporation Finance 
450 5th Street, N.W.
Judiciary Plaza
Washington, D.C.  20549

Re: Boston Technology, Inc.
    Commission File No. 0-17384
    Form 10-Q

Dear Sir/Madam:

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as 
amended (the "Exchange Act"), enclosed for filing in EDGAR electronic format 
is a copy of the Form 10-Q and required Exhibits for the nine months ended 
October 31, 1996.

If you have any questions or comments regarding the enclosed material, please 
contact the undersigned.  

					Very truly yours,

					/s/ Carol B. Langer
					________________________________
					Carol B. Langer, Secretary  
<PAGE>
<PAGE>
=============================================================================
		    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, 1996

				   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 executive offices)                  (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 December 10, 1996)
      	____________________                              ___________________
	
	Common Stock, $.001 par value per share              25,282,777


=============================================================================  
<PAGE>
<PAGE>

                                    				    INDEX


                           			     BOSTON TECHNOLOGY, INC.


PART I. FINANCIAL INFORMATION                                       Page No.
                                                        								    ________

Item 1. Consolidated Financial Statements

	Consolidated Balance Sheets:
	As of October 31, 1996 (Unaudited) and January 31, 1996............ 3

	Unaudited Consolidated Statements of Income:
	For the three and nine months ended
	October 31, 1996 and 1995.......................................... 4

	Unaudited Consolidated Statements of Cash Flows:
	For the nine months ended
	October 31, 1996 and 1995.......................................... 5

	Notes to Consolidated Financial Statements......................... 7

Item 2. Management's Discussion and Analysis of
	Financial Condition and Results of Operations...................... 9


PART II.  OTHER INFORMATION

Item 1. Legal Proceedings..................................................15

Item 2. Changes in Securities..............................................15

Item 3. Defaults upon Senior Securities....................................15

Item 4. Submission of Matters to a Vote of Security Holders................15

Item 5. Other Information..................................................15

Item 6. Exhibits and Reports on Form 8-K...................................15

Signatures.................................................................15
	
Exhibit Index..............................................................16



					
					
                             				       Page 2<PAGE>
<PAGE>
					                                   PART I
				                            BOSTON TECHNOLOGY, INC.
			                         	CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
							                                                     	 October 31, 1996   January 31, 1996
								                                                      _________________  ________________
				                           ASSETS                             (UNAUDITED)
<S>                                                                   <C>            <C>
Current assets:
 Cash and cash equivalents                                            $  5,544,000   $ 13,929,000
 Accounts receivable, less allowances of 
 $1,703,000 and $1,554,000                                              62,677,000     28,892,000
 Net investment in sales type leases                                     2,091,000      2,771,000
 Inventories                                                            16,456,000     16,951,000
 Prepaid Taxes                                                             520,000      3,886,000   
 Prepaid expenses and other current assets                               2,458,000      2,130,000
                                                       								        ___________     __________
   Total current assets                                                 89,746,000     68,559,000

Net investment in sales type leases                                              0        357,000
Property and equipment, net                                             20,593,000     10,597,000
Deferred Taxes                                                           2,080,000      2,080,000
Other assets                                                             5,500,000      3,068,000
                                                     								          ___________     __________
      TOTAL ASSETS                                                   $ 117,919,000   $ 84,661,000
                                                        								       ===========     ==========
		      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Current portion of long-term debt                                       1,000,000        275,000
 Accounts payable                                                       13,111,000     11,253,000
 Accrued expenses                                                       20,016,000      9,981,000
 AT & T Contract Accrual                                                         0      2,060,000
 Deferred customer funding                                                 744,000      2,825,000
 Deferred revenues                                                       6,733,000      3,536,000
								                                                               ___________     __________
   Total current liabilities                                            41,604,000     29,930,000

Long-term debt and other long-term liabilities                           9,241,000        417,000

Stockholders' equity:
 Common stock, $.001 par value, 60,000,000 shares authorized;
  25,344,814 and 25,344,814 shares issued                                   25,000         25,000
 Additional paid-in capital                                             57,579,000     57,048,000
 Retained earnings                                                      10,946,000      5,557,000
 Cumulative translation adjustment                                         299,000        283,000
 Treasury Stock, at cost, 142,008 and 613,119 shares                    (1,775,000)    (8,599,000) 
                                                    								           ___________     __________
   Total stockholders' equity                                           67,074,000     54,314,000
								                                                               ___________     __________     
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $ 117,919,000   $ 84,661,000
								                                                               ===========     ==========
</TABLE>
The accompanying notes are an integral part of the consolidated financial 
statements.
                           				       Page 3<PAGE>
<PAGE>
				
				                                               BOSTON TECHNOLOGY, INC.
					                                       CONSOLIDATED STATEMENTS OF INCOME
						                                                   (UNAUDITED)
<TABLE>
<CAPTION>
					                                        Three months ended October 31,      Nine months ended October 31,
					                                        _____________________________       ____________________________       
						                                              1996          1995              1996          1995
			                                          			___________   ___________       ___________   ____________
<S>                                            <C>           <C>               <C>           <C>
Revenues                                       $ 52,818,000  $ 19,519,000      $ 130,024,000  $ 71,667,000

Cost and expenses:
 Cost of revenues                                23,235,000     8,636,000         56,644,000    26,257,000
 Research and development                        10,067,000     6,099,000         25,345,000    15,424,000
 Marketing, general and adminstrative            12,593,000     9,775,000         33,378,000    26,699,000
                                          						 __________    __________         __________    __________
						                                           45,895,000    24,510,000        115,367,000    68,380,000
						    
						   
Income (loss) from operations                     6,923,000    (4,991,000)        14,657,000     3,287,000

Interest income (expense) net                      (213,000)      203,000           (315,000)      936,000
Other expense, net                                 (293,000)     (214,000)          (816,000)      (19,000)
                                         						   _________     _________          _________     _________
Income (loss) before provision for                      
 income taxes                                     6,417,000    (5,002,000)        13,526,000     4,204,000


Provision (benefit) for income taxes              2,246,000    (1,624,000)         4,734,000     1,344,000
                                          						  _________     _________          _________     _________
Net income (loss)                              $  4,171,000  $ (3,378,000)      $  8,792,000  $  2,860,000
						                                            =========     =========          =========     =========



Net income (loss) per share                    $        .15   $      (.14)       $      .32   $       .11
                                            				  =========     =========         =========     =========


Weighted average number of common and
 common equivalent shares outstanding            28,144,000    24,937,000        27,823,000    26,140,000

</TABLE>


The accompanying notes are an integral part of the consolidated financial 
statements.


					
                            				       Page 4<PAGE>
<PAGE>
						                                    	  BOSTON TECHNOLOGY, INC. 
						                               CONSOLIDATED STATEMENTS OF CASH FLOWS
							                                          	(UNAUDITED)
<TABLE>
<CAPTION>
							                                                  Nine months ended October 31,
							                                                  ____________________________         
							                                                        1996           1995
							                                                    ___________    _____________
<S>                                                      <C>            <C>
Cash flows from (used by) operating activities:         
 Net Income                                              $  8,792,000   $  2,860,000
 Reconciliation to cash flows from (used by) 
   operating activities:
   Depreciation and amortization                            5,720,000      3,342,000
   Rent expense in excess of payments                        (144,000)      (147,000)
   Loss on disposal of fixed assets                           127,000              0
   
   Changes in operating assets and liabilities:        
     Accounts receivable                                  (33,785,000)     1,308,000
     Net investment in sales type leases                    1,037,000      1,249,000      
     Inventories                                              495,000     (7,646,000) 
     Prepaid expenses and other current assets               (328,000)      (294,000)
     Accounts payable                                       1,858,000      5,286,000
     Accrued expenses                                       7,975,000        665,000
     Deferred revenues                                      3,197,000        492,000 
     Deferred Customer funding                             (2,081,000)      (372,000)
     Other long-term liabilities                              (33,000)       (57,000)   
     Income taxes                                           3,896,000     (4,173,000)
			                                                 				   __________     __________
   Cash flows from (used by) operating activities:         (3,274,000)     2,513,000

Cash flows from (used by) investing activities:
 Purchase of Property and equipment                       (15,157,000)    (4,817,000)
 Purchase of investments                                            0     (3,429,000)
 Redemption of investments                                          0      7,168,000
 Purchase of license agreements and other assets           (1,118,000)       (22,000)
                                                 							   __________     __________
Cash flows used by investing activities                   (16,275,000)    (1,100,000)

Cash flows from financing activities:
 Principal payments under financing obligations              (275,000)      (542,000)
 Borrowings under revolving credit agreements              18,600,000              0
 Repayments under revolving credit agreements             (10,600,000)             0
 Purchase of Treasury Stock                                         0    (10,663,000)
 Proceeds from exercise of common stock options             2,641,000      2,147,000
 Proceeds from employee stock purchase plan                   781,000        615,000
                                                  						   __________     __________ 
Cash flows from (used by) financing activities             11,147,000     (8,443,000)
Effect of exchange rate changes on cash                        17,000        156,000
							                                                    __________     __________ 
Net decrease in cash and cash equivalents                  (8,385,000)    (6,874,000)

Cash and cash equivalents at beginning of period           13,929,000     19,715,000
                                                 							   __________     __________
Cash and cash equivalents at end of period                $ 5,544,000   $ 12,841,000
                                                 							   ==========     ==========
</TABLE>                               Page 5<PAGE>
         
				      

<PAGE>
<TABLE>
<CAPTION>
                    Supplemental disclosure of cash flow information:   


<S>                                                      <C>            <C>
Tax benefit of disqualifying dispositions of
 incentive stock options                                 $    530,000   $   923,000
Income taxes paid                                           2,021,000     5,047,000
Interest paid                                                 712,000       126,000

Non cash investing activities:
 Purchase of license agreements                             2,000,000             0 
</TABLE>

The accompanying notes are an integral part of the consolidated financial 
statements.
						 
                           				       Page 6<PAGE>
<PAGE>
	                          		    Boston Technology, Inc.
                  		    Notes to Consolidated Financial Statements

1. BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Boston Tech-
nology, Inc. (the "Company") have been prepared in accordance with generally 
accepted accounting principles for interim financial information and pursuant 
to the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accord-
ingly, these consolidated financial statements do not include all of the infor-
mation 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 presentation of the unaudited consolidated statements of income for the
three and nine months ended October 31, 1996 and 1995, the unaudited 
consolidated statements of cash flows for the nine months ended October 31, 
1996 and 1995, and the unaudited consolidated balance sheet at October 31, 
1996 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 bad debts, 
reserve for warranty, inventory valuation reserve and certain accrued 
liabilities.

It is suggested that the financial statements contained herein be read in con-
junction with the consolidated financial statements and notes thereto included 
in the Company's audited Annual Report on Form 10-K for the year ended 
January 31, 1996.  The results for interim periods are not necessarily 
indicative of the results for the full fiscal year.

Certain amounts in the fiscal 1996 financial statements have been reclassified
to conform to the fiscal 1997 presentation.

2. CASH AND CASH EQUIVALENTS

In accordance with the terms of a patent license agreement, the Company had 
restricted cash of $275,000 at January 31, 1996.  This amount was paid in 
February 1996.

3. INVENTORIES

Inventories consist of:         October 31, 1996   January 31, 1996
                             			 ______________    ________________
				                                (Unaudited)

Materials and purchased parts     $  9,200,000       $ 8,179,000
Work in process                      6,878,000         6,858,000
Finished goods                         378,000         1,914,000
                            				    __________        __________
Total                             $ 16,456,000       $16,951,000
				                                ==========        ==========
					
				                                 Page 7<PAGE>
<PAGE>
4. FINANCING ARRANGEMENTS

The Company maintains a revolving credit facility with two banks.  On November
19, 1996 the Company increased its available line of credit with these two 
banks from $25,000,000 to $35,000,000.  Borrowings are collateralized by the 
Company's accounts receivable and inventories and bear interest at the prime 
rate.  The credit facility is scheduled to expire on November 19, 1998.  As of 
October 31, 1996, the Company had $8,000,000 outstanding under the 
credit facility.

                             			       Page 8<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 under the caption "Certain Factors That May Affect Future
Operating Results."


1. Results of Operations
Three Months Ended October 31, 1996 versus Three Months Ended October 31, 1995

Net Sales.  
Revenues for the third quarter were $52,818,000 versus $19,519,000 for the 
prior year period, an increase of $33,299,000, or 171%. North American 
revenues, generated by sales to Regional Bell Operating Companies, long-
distance carriers, and other network operators, were approximately $42,301,000,
an increase of $36,024,000, or 574%, versus the prior year period.  North 
American revenues increased to 80% of total revenues versus 32% in the prior 
year comparable period due primarily to  higher incremental volume from several 
existing customers.  International revenues for the third quarter were 
$10,517,000, a decrease of $2,725,000, or 21%, versus the prior year period.  
International revenues decreased due primarily to lower volume from the 
Company's existing Pacific Rim customers, partially offset by incremental 
revenue from four new International customers. International revenues comprised 
20% of total third quarter 1997 revenues versus 68% in the prior year period.

                          				       Page 9<PAGE>
 
<PAGE>
Gross Profit.
As a percentage of revenues, gross profit was approximately 56% for the third
quarter, consistent with the comparable period in the prior year. For the 
remainder of fiscal 1997, the Company expects to continue to ship a larger 
percentage of smaller systems, with gross profit as a percentage of revenues 
to continue to run below fiscal 1996 levels.

Research and Development Expenses. 
Net research and development expenses were $10,067,000 for the third quarter 
versus $6,099,000 for the prior year period.  As a percentage of revenues, net 
research and development expenses decreased to 19% for the third quarter versus 
31% for the prior year period due primarily to higher incremental revenue.
Excluding the effect of customer funding and certain reclassifications, gross 
research and development spending in the third quarter of fiscal 1997 in-
creased $4,821,000, or 66%, over the prior year period primarily due to an 
increase in headcount to support ongoing development projects.  The Company 
expects to continue to make a significant investment in research and develop-
ment, 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 1997 and 1996 were $1,213,000 and $924,000, respectively.  
In addition to customer funding offsets, the Company periodically capitalizes 
expenditures incurred under long-term custom modification contracts.  These 
expenditures are classified as work in process and are recognized in cost of 
sales as product is delivered.  Reclassifications against expense for these 
long-term custom modification contracts for the third quarter of fiscal 1997 
and 1996 amounted to $835,000 and $271,000, respectively.

Marketing, General and Administrative Expenses.
Marketing, general and administrative expenses for the third quarter were 
$12,593,000 versus $9,775,000 for the prior year period.  As a percentage of 
revenues, these expenses decreased from 50% at October 31, 1995 to 24% at 
October 31, 1996 due primarily to higher incremental revenue.  Gross spending 
increased $2,818,000 versus the prior year period due primarily to the 
expansion of the worldwide customer service and sales organizations, 
particularly in Mexico and the Far East, as well as increased staffing to 
support the overall growth of the Company's business.

Interest.
Interest income for the third quarter decreased by $140,000 to $119,000
at October 31, 1996 due primarily to lower average cash balances.
Interest expense for the third quarter increased by $276,000 to $332,000 as a 
result of borrowings against the Company's line of credit. As a result of such  
borrowings, the Company expects to continue to incur interest expense that is 
higher than in past periods.

Other Expense.
Other expense increased $79,000 to $293,000 at October 31, 1996 due primarily 
to the Company's share of a loss incurred by the joint venture established in 
December 1995 in Brazil as well as a loss related to a disposal of fixed assets.
				
                         				       Page 10<PAGE>
 
<PAGE>

Nine Months Ended October 31, 1996 versus Nine Months Ended October 31, 1995

Net Sales.  
Revenues for the nine months ended were $130,024,000 versus $71,667,000 for 
the prior year period, an increase of $58,357,000, or 81%. North American 
revenues, generated by sales to Regional Bell Operating Companies, long 
distance carriers and other network operators, were approximately $89,302,000, 
an increase of $64,745,000, or 264%, versus the prior year period.  North 
American revenues increased due primarily to higher volume from several 
existing customers as well as to incremental revenue from three new customers. 
International revenues for the nine months ended October 31, 1996 were 
$40,722,000, a decrease of $6,387,000, or 14%, versus the prior year period.  
International revenues decreased due primarily to lower volume from the 
Company's existing Pacific Rim customers, partially offset by incremental 
revenue from several new International customers.  International revenues 
comprised 31% of total revenues for the first nine months of fiscal 1997, as
compared to 66% for the same period in fiscal 1996.

Gross Profit. 
As a percentage of revenues, gross profit was approximately 56% for the nine
months ended October 31, 1996 versus approximately 63% the prior year period.  
The decrease was primarily due to an increase in the number of smaller systems 
shipped, which traditionally have lower margins.  The Company expects to 
continue to ship a larger percentage of smaller systems during the balance of 
fiscal 1997, with gross profit as a percentage of revenues to continue to run 
below fiscal 1996 levels.

Research and Development Expenses. 
Net research and development expenses were $25,345,000 for the nine months ended
October 31, 1996 versus $15,424,000 for the prior year period.  As a percentage 
of revenues, net research and development expenses were 19% for the first nine
months of fiscal 1997 versus 22% for the prior year period.  Excluding the 
effect of customer funding and certain reclassifications, gross research and 
development spending in the first nine months of fiscal 1997 increased 
$10,897,000, or 53%, over the prior year period primarily due to an increase in 
headcount to support ongoing development projects.  Customer funding offsets 
against expense for the first nine months of fiscal 1997 and 1996 amounted to 
$3,294,000 and $3,618,000, respectively.  Reclassifications against expense 
for long-term custom modification contracts for the first nine months of fiscal 
1997 and 1996 amounted to $2,933,000 and $1,633,000, respectively.

Marketing, General and Administrative Expenses.
Marketing, general and administrative expenses for the nine months ended 
October 31, 1996 were $33,378,000 versus $26,699,000 for the prior year period.
As a percentage of revenues, these expenses decreased from 37% at October 31,
1995 to 26% at October 31, 1996 due primarily to higher incremental revenue. 
Absolute spending increased due primarily to additional staffing in the world-
wide customer service and sales organizations, to support the Company's growth
and worldwide expansion. 

                         				       Page 11<PAGE>
<PAGE>
Interest.
Interest income for the nine months ended October 31,1996 decreased by $591,000 
to $470,000 due primarily to lower average cash and investment balances.
Interest expense for the nine months ended October 31,1996 increased by 
$660,000 to $785,000 as a result of borrowings against the Company's line of 
credit.  

Other Expense.
Other expense increased by $797,000 to $816,000 at October 31, 1996 due 
primarily to the Company's share of a loss incurred by a joint venture 
established in December 1995 in Brazil as well as a loss related to a disposal 
of fixed assets.  

Provision for Income Taxes.
The effective tax rate for the three and nine months ended October 31, 1996 and 
1995, was 35% and 32%, respectively.  The increase in the tax rate from fiscal
year 1996 to fiscal year 1997 was due primarily to changes in U.S. tax 
regulations eliminating the ability for the company to utilize Research and 
Development tax credits in fiscal 1997. The Company expects the effective rate 
to remain at approximately 35% throughout the remainder of fiscal 1997.


2. Liquidity and Capital Resources
	
Cash and cash equivalents decreased by $8,385,000 to $5,544,000 at October 31, 
1996 versus $13,929,000 at January 31, 1996.  The decrease in cash and cash 
equivalents is due primarily to a $33,785,000 increase in accounts receivable 
and capital expenditures of $15,157,000. This decrease was partially offset by 
increases in accounts payable and accrued expenses of $9,833,000, net income 
of $8,792,000 and net borrowings under a revolving credit facility of 
$8,000,000. 

The increase of $33,785,000 in accounts receivable from $28,892,000 at 
January 31, 1996 to $62,677,000 at October 31, 1996 was due primarily to higher 
sales volume during the third quarter of fiscal 1997 versus the fourth
quarter of fiscal 1996.

The $15,157,000 increase in property and equipment (at cost) was concentrated 
in the area of research and development and was due primarily to the purchase 
of computer workstations to support increased headcount, test equipment to 
support increased manufacturing and research and development volume.  
Additionally, the Company invested in an enterprise-wide computer 
system upgrade.



                          				       Page 12<PAGE>
<PAGE>
The Company had net borrowings under its revolving credit facilities of 
$8,000,000 outstanding at October 31, 1996, which are included on the Balance 
Sheet under Long-term debt and other long-term liabilities.  The Company 
anticipates that its cash and cash equivalents, along with cash generated 
from operations and existing credit facilities will be sufficient to meet 
the Company's cash requirements at least through January 31, 1998.
				    
Accounts payable and accrued expenses increased $9,833,000 to $33,127,000 at 
October 31, 1996. Accrued distributor commissions increased from January 31, 
1996 levels due to the timing of certain international sales and the timing of 
the payment of these commissions.  Accrued royalties increased due primarily to 
a higher number of product licensing agreements with certain key vendors for 
components incorporated into the Access NP product line.  Product warranty 
reserves and sales/use taxes payable increased due primarily to incremental 
sales volume.
	
The $3,896,000 decrease in net taxes receivable was due primarily to refunds 
received during the first quarter of fiscal 1997, as well as to provisions 
for amounts due for fiscal 1997 taxes.

3. 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 in future quarters and fiscal years to differ 
materially from those expressed in forward-looking statements made by, or 
on behalf of, the Company.  

The Company has operated historically with minimal backlog, although backlog 
has increased over the past three quarters. Revenues earned in any quarter will 
continue to be somewhat dependent on orders booked, built, and shipped in that 
quarter.  The Company continues to experience a pattern of recording the 
majority of its quarterly revenues in the third month of the quarter.  

Historically, the Company's revenues have been attributed to a limited number 
of customers, with 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 
			     
                        				       Page 13<PAGE>
<PAGE>
operations.  The Company's ability to increase future revenues may depend on 
its ability to generate sufficient revenues to substitute for reduced pur-
chases 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.

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-required custom software enhancements
required in the normal course of product delivery.  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 31% of
revenues for the first nine months of fiscal 1997, is subject to a number of 
inherent risks, including difficulties in building and managing international 
operations, 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 inter-
national markets.  Due to the competitive environment in the international 
marketplace, certain international customers may require longer payment terms; 
as a result, days sales outstanding may fequently extend beyond ninety days on 
amounts due from these customers.

Some of the Company's revenue may be denominated 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, International 
business may require the Company to engage in these types of transactions more 
frequently to mitigate the effect of foreign currency fluctuations.

The Company sells substantially all of its product to companies in the tele-
communication industry.  This industry is undergoing significant change as a
result of deregulation and privatization worldwide, reducing restrictions 
on competition within the industry. Unforseen changes in the regulary 
environment may have an impact on the Company's revenues and/or costs in any  
given part of the world. The enhanced services systems industry is already 
highly competitive and the Company expects competition to intensify.  
Competition for the sale of enhanced services systems to network operators is 
based principally on capacity, high reliability and ability to provide multiple
applications platforms integrated with telecommunications networks. 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 Boston Technology, 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 in the supply of such components could adversely
effect the Company's operating results.

                         				       Page 14<PAGE>
<PAGE>
PART II.
ITEM 1. Legal Proceedings

	Reference is made to the Company's Annual Report on Form 10-K for the 
	fiscal year ended January 31, 1996 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 
	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 there-
	under. On November 14, 1996 the United States District Court for the  
	Eastern District of Pennsylvania ordered the cases transferred to the
	United States District Court for the District of Massachusetts.
	Boston Technology and the defendants continue to deny the allegations 
	and intend to contest these cases vigorously.
	
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 
		
		(a)     Exhibits
			The exhibits listed in the Exhibit Index are filed as 
			part of or included in this report.
		(b)     Reports on Form 8-K
			None.
					


				  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.

				 
				    BOSTON TECHNOLOGY, INC.

Date:   December  16, 1996          
				      /s/ Carol B. Langer
				  By: ____________________________
			   
				      Carol B. Langer
				      Senior Vice President of Finance and
				      Administration, Chief Financial Officer, 
				      Treasurer and Secretary 
				      (principal financial officer)

                               	       Page 15<PAGE>
<PAGE>
				                           BOSTON TECHNOLOGY. INC.   
				                                EXHIBIT INDEX



Exhibit                                                            
Number     Title of Document                                      
_______    ___________________________________________________    

  10.15    Loan Document Modification Agreement dated              
     			   November 19, 1996
  
  
  11       Statement re:  Weighted Shares used in Computation       
		     	   of Earnings per Share


  27       Financial Data Schedule                                  








					
					
					
					
				       
					
					
						  
                           				       Page 16<PAGE>