UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                  FORM 10-QSB     

[ X ]	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934

For the Quarterly Period Ended:	December 31, 1995

[    ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
        EXCHANGE ACT OF 1934

For the Transition Period from 	 to 	       

Commission File Number:	0-17190

                        WASATCH EDUCATION SYSTEMS CORPORATION        
          (Exact name of small business issuer as specified in its charter)

         UTAH                                          87-0458433
(State or other jurisdiction of            (IRS employer identification no.)
incorporation or organization)

                         5250 South 300 West, Suite 100
                          Salt Lake City, Utah  84107
                    (Address of principal executive offices)

                                 (801) 261-1001       
                          (Issuer's telephone number)
 
                                    No Change                           
                (Former name, former address and former fiscal year,
                          if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has 
been subject to such filing requirements for the past 90 days.

 X  yes      no

The Company had 3,579,229 shares of common stock outstanding at February 9,
1996.
<PAGE>
<TABLE>
                           PART I - FINANCIAL INFORMATION

ITEM 1.	Financial Statements

                       Wasatch Education Systems Corporation
                             Condensed Balance Sheet
                                  (Unaudited)

Assets                                                 December 31,1995
<S>                                                    <C>
Current assets:
   Cash                                                    $  142,697
   Accounts receivable, net of allowance for 
   doubtful accounts of $19,200                               782,424
   Inventories                                                 78,812
   Other current assets                                        48,028
                                                           ---------- 
   Total current assets                                     1,051,961

Equipment, furniture and fixtures, net of accumulated
   depreciation of $588,521                                   280,750

Courseware development costs, net of accumulated
   amortization of $1,587,407                               4,188,719

Other assets, net                                              38,333
                                                           ----------
Total assets                                               $5,559,763
                                                           ==========
Liabilities and stockholders' equity

Current liabilities:
   Convertible subordinated debentures                     $1,197,000
   Accounts payable                                           128,361
   Accrued employee costs                                     249,777
   Other accrued liabilities                                   82,058
   Deferred revenue                                           323,114
                                                           ----------
      Total current liabilities                             1,980,310
                                                           ----------
Stockholders' equity:
   Preferred stock, 20,000,000 shares authorized:
      Series A convertible redeemable, 4,429,870 
       shares outstanding, $4,429,870 involuntary
       liquidation value                                    4,655,724
      Series B $.375 cumulative convertible redeemable,
       91,151 shares outstanding, $158,254 involuntary
       liquidation value                                       118,496
      Series C non-convertible redeemable, 5,300,000
       shares outstanding, $5,300,000 preferred 
       liquidation value                                     5,300,000
   Common stock, no par value; 200,000,000 shares 
      authorized, 3,579,229 shares issued and 
      outstanding                                           11,754,072
   Accumulated deficit                                     (18,248,839)
                                                           -----------
Total stockholders' equity                                   3,579,453
                                                           -----------
Total liabilities and stockholders' equity                 $ 5,559,763
                                                           ===========
The accompanying notes are an integral part of this condensed balance sheet.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                   Wasatch Education Systems Corporation
                    Condensed Statements of Operations
                              (Unaudited)

                                            Three Months Ended December 31,
                                                 1995               1994
<S>                                         <C>                <C>
Revenue:
  Courseware license rights                  $  205,888         $  892,057
  Services and other                            181,384            279,974
                                             ----------         ----------
                                                387,272          1,172,031
                                             ----------         ----------
Cost of revenue:
  Courseware license rights                     260,418            191,308
  Services and other                            138,273            294,675
                                             ----------         ----------
                                                398,691            485,983
                                             ----------         ----------
Gross margin                                    (11,419)           686,048
                                             ----------         ----------
Operating expenses:
  General and administrative                    335,568            220,684
  Sales and marketing                           214,981            119,053
  Research and development                       74,330             82,380
                                             ----------         ----------
                                                624,879            422,117
                                             ----------         ----------
Income (loss) from operations                  (636,298)           263,931

Interest expense, net of interest income         40,190            243,048
                                             ----------         ----------
Net income (loss)                              (676,488)            20,883
Unpaid and undeclared preferred stock
dividends                                         4,546              4,546
                                             ----------         ----------
Net income attributable to common 
stockholders                                 $ (681,034)        $   16,337
                                             ==========         ==========
Net income (loss) per common share           $    (0.19)        $     0.00
                                             ==========         ==========
Weighted average common and common
  equivalent shares outstanding               3,571,512          6,342,433
                                             ==========         ==========
The accompanying notes are an integral part of these condensed statements.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                    Wasatch Education Systems Corporation
                     Condensed Statements of Operations
                                (Unaudited)

                                              Six Months Ended December 31,
                                                 1995              1994
<S>                                           <C>              <C>
Revenue:
  Courseware license rights                  $1,102,789         $1,961,129
  Services and other                            342,917            586,291
                                             ----------         ----------
                                              1,445,706          2,547,420
                                             ----------         ----------
Cost of revenue:
  Courseware license rights                     493,152            414,491
  Services and other                            319,838            544,330
                                             ----------         ----------
                                                812,990            958,821
                                             ----------         ----------
Gross margin                                    632,716          1,588,599
                                             ----------         ----------
Operating expenses:
  General and administrative                    617,740            576,985
  Sales and marketing                           386,983            249,899
  Research and development                      134,675            181,526
                                             ----------         ----------
                                              1,139,398          1,008,410
                                             ----------         ----------
Income (loss) from operations                  (506,682)           580,189

Interest expense, net of interest income         80,922            477,038
                                             ----------         ----------
Net income (loss)                              (587,604)           103,151
Unpaid and undeclared preferred stock
dividends                                         9,092              9,092
                                             ----------         ----------
Net income attributable to common 
stockholders                                 $ (596,696)        $   94,059
                                             ==========         ==========
Net income (loss) per common share           $    (0.17)        $     0.01
                                             ==========         ==========
Weighted average common and common
equivalent shares outstanding                 3,570,370          6,342,433
                                             ==========         ========== 
The accompanying notes are an integral part of these condensed statements.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                    Wasatch Education Systems Corporation
                     Condensed Statements of Cash Flows
                               (Unaudited)

                                              Six Months Ended December 31,
                                                 1995              1994
<S>                                           <C>              <C>
Cash flows from operating activities:
 Net income (loss)                             $ (587,604)      $  103,151
  Adjustments to reconcile net income (loss) 
  to net cash provided by operating activities:
   Depreciation and amortization                  570,465          467,445
   Increase (decrease) in cash from:
    Accounts and contract receivable              885,760          (11,413)
    Inventories                                    (3,625)           1,253
    Other current assets                              149           61,782
    Accounts payable                             (187,651)        (147,474)
    Accrued interest payable to related parties      -             383,635
    Accrued liabilities                          (221,979)        (231,707)
    Deferred revenue                              (44,119)          40,171
                                               ----------       ----------
     Net cash provided by operating activities    411,396          666,843
                                               ----------       ----------
Cash flows from investing activities:
 Purchase of equipment, furniture and fixtures    (81,680)            (850)
 Additions to courseware development costs       (263,169)        (735,372)
                                               ----------       ----------
     Net cash used in investing activities       (344,849)        (736,222)
                                               ----------       ----------
Increase (decrease) in cash                        66,547          (69,379)

Cash at beginning of period                        76,150          206,043
                                               ----------       ----------
Cash at end of period                          $  142,697       $  136,664
                                               ==========       ==========
Supplemental disclosure of cash flow 
 information:
Cash paid for interest                         $   80,922       $   81,019
                                               ==========       ==========
Cash paid for income taxes                     $   13,290       $    3,091
                                               ==========       ==========
The accompanying notes are an integral part of these condensed statements.
</TABLE>
<PAGE>

                     Wasatch Education Systems Corporation
                    Notes to Condensed Financial Statements
                                (Unaudited)

(1) Presentation of Interim Financial Statements

	
The accompanying unaudited condensed financial statements have been prepared 
by the Company in accordance  with the rules and regulations of the Securities
and Exchange Commission for Form 10-QSB, and accordingly, do not include all
of the information and footnotes required by generally accepted accounting 
principles. In the opinion of management, these financial statements reflect
all adjustments, which consist of normal recurring adjustments, which are 
necessary to present fairly the Company's financial position, results of 
operations and cash flows as of December 31, 1995 and for the periods 
presented herein. These unaudited financial statements should be read in 
conjunction with the financial statements and notes thereto included in the 
Company's Annual Report on Form 10-KSB for the fiscal year ended June 30, 1995.
The results of operations for the three and six months ended December 31, 1995
are not necessarily indicative of the results that may be expected for the 
remainder of the fiscal year ending June 30, 1996.

(2) INCOME TAXES

Effective July 1, 1993, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 109, "Accounting for Income Taxes." SFAS No. 109 
requires the use of the liability method for financial reporting purposes 
which differs from the deferred method previously required by generally 
accepted accounting principles. The components of and the changes in deferred
tax assets for the period ended December 31, 1995 are as follows:
<TABLE>
<CAPTION>
                                          Deferred
                            June 30,	    (Expense)     December 31,
                             1995         Benefit         1995	
<S>                         <C>          <C>           <C>
Tax net operating loss      $4,372,000   $ 204,000      $4,576,000
Revenue deferred for
 financial reporting           140,000     (17,000)        123,000
Reserves and accrued
 liabilities                    41,000      30,000          71,000
                            ----------   ---------      ----------      					
Total deferred tax assets    4,553,000     217,000       4,770,000

Valuation allowance         (4,553,000)   (217,000)     (4,770,000)
                            ----------   ---------      ----------
Deferred tax assets         $    -       $    -         $    -
                            ==========   =========      ==========
</TABLE>


(3) LICENSE AGREEMENT

Effective September 30, 1995, the Company entered into a licensing agreement
with The Roach Organization, Inc., doing business as TRO Learning ("TRO"). 
The license agreement grants TRO a world-wide, non-transferable, exclusive 
license to distribute certain of the Company's products as part of the 
courseware system marketed by TRO. The term of the agreement and the license
is two years and one month commencing September 30, 1995 and ending October 
31, 1997. The Company recognized income from a one-time licensing fee of
$550,000 upon execution of the agreement which is non-refundable. Additionally,
TRO has guaranteed a minimum royalty revenue to the Company of $800,000 for 
the period beginning November 1, 1996 through June 30, 1997. The Company
has no future obligations with respect to service, support or product.
<PAGE>


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

Results of Operations:

The following are explanations of significant period to period changes for the
three months ended December 31, 1995 and 1994.

Revenue for the three months ended December 31, 1995 of $387,000 decreased 
$785,000 or 67 percent, compared to the three months ended December 31, 1994.
Courseware license rights decreased by $686,000 or 77 percent to $206,000 for
the three months ended December 31, 1995, from $892,000 for the three months 
ended December 31, 1994. This decrease is primarily attributable to the 
reorganization and enlargement of the Company's sales force. The Company has 
shifted from a combination of a direct sales force and dealers to exclusively
dealers and built a network comprised of over 30 dealers with approximately 
80-90 total representatives marketing the Company's products. During the 
first half of fiscal year 1996 the Company focused on putting into place and 
training these dealer organizations. Due to the time involved in training the
dealers and the relatively long sales lead times in the industry (6-9 months),
sales levels declined. Additionally, the overall market was very sluggish 
during the quarter as schools with Chapter I money available seemed reluctant
to commit the funds. Services and other revenues decreased $99,000 or 35 
percent to $181,000 for the three months ended December 31, 1995 from $280,000
for the three months ended December 31, 1994. Of this decrease, $30,000 is the
result of lower text and consumable sales which resulted from the lower 
courseware sales. Customer support renewal revenues decreased $74,000 to 
$129,000 at December 31, 1995 from $203,000 at December 31, 1994. This 
decrease is primarily the result of delays in receiving annual contracts from
customers; the most notable of which was the Chicago area schools where 
approval of our annual contract has been delayed.

Gross margins decreased by $697,000 or 102 percent to a deficit of $11,000 for
the three months ended December 31, 1995 from $686,000 for the three months 
ended December 31, 1994. This decrease is primarily the result of lower 
overall sales.

Operating expenses increased by 48 percent or $203,000 to $625,000 for the 
three months ended December 31, 1995 from $422,000 for the three months ended
December 31, 1994. General and administrative expenses increased $115,000 to 
$336,000 for the three months ended December 31, 1995 from $221,000 for the 
three months ended December 31, 1994. Sales and marketing expenses increased 
$96,000 or 81 percent to $215,000 for the three months ended December 31, 1995
from $119,000 at December 31, 1994. This increase is primarily the result of 
the increased effort during the first six months of fiscal year 1996 to 
establish and train the dealer network.

Operating income decreased by $900,000 to a deficit of $636,000 for the three
months ended December 31, 1995 compared to an operating income of $264,000 
for the three months ended December 31, 1994.

Net interest expense decreased by $203,000 to $40,000 for the three months 
ended December 31, 1995 from $243,000 for the three months ended December 31,
1994. This decrease is primarily the result of the debt to equity conversion 
which was effective on June 30, 1995, wherein, $5,500,000 in related party 
debt was exchanged for a combination of 5,300,000 shares of Series C Redeemable
Preferred Stock and 1,666,666 shares of common stock.

The following are explanations of significant period to period changes for 
the six months ended December 31, 1995 and 1994.

Revenue for the six months ended December 31, 1995 of $1,446,000 decreased 
$1,102,000 or 43 percent, compared to the six months ended December 31, 1994.
Revenue from courseware license rights decreased by $858,000 or 44 percent to
$1,13,000 for the six months ended December 31, 1995, from $1,961,000 for 
the six months ended December 31, 1994. 
<PAGE>

This decrease is primarily attributable to the reorganization and enlargement
of the Company's sales force. The Company has shifted from a combination of a
direct sales force and dealers to exclusively dealers and has built a network 
comprised of over 30 dealers with approximately 80-90 total representatives 
marketing the Company's products. During the first half of fiscal year 1996,
the Company focused on putting into place and training these dealer 
organizations. Due to the time involved in training the dealers and the 
relatively long sales lead times in the industry (6-9 months), sales levels 
declined. Additionally, the overall market was very sluggish during the six 
months as schools with Chapter I money available seemed reluctant to commit 
the funds. Services and other revenues decreased $243,000 or 42 percent to 
$343,000 for the six months ended December 31, 1995 from $586,000 for the six
months ended December 31, 1994. Of this decrease, $95,000 is the result of 
lower text and consumable sales which resulted from the lower courseware 
sales. Customer support renewal revenues decreased $155,000 to $238,000 at 
December 31, 1995 from $393,000 at December 31, 1994. This decrease is 
primarily the result of delays in receiving annual contracts from customers;
the most notable of which was the Chicago area schools where approval of our 
annual contract has been delayed. This decrease was partially offset by an 
increase in other related service revenues.

Gross margins decreased by $956,000 or 60 percent to $633,000 for the six 
months ended December 31, 1995 from $1,589,000 for the six months ended 
December 31, 1994. This decrease is primarily the result of lower overall 
sales.

Operating expenses increased by 13 percent or $131,000 to $1,139,000 for the 
six months ended December 31, 1995 from $1,008,000 for the six months ended 
December 31, 1994. General and administrative expenses increased $41,000 to 
$618,000 at December 31, 1995 from $577,000 at December 31, 1994. Sales and 
marketing expenses increased $137,000 or 55 percent to $387,000 for the six 
months ended December 31, 1995 from $250,000 at December 31, 1994. This 
increase is primarily the result of the increased effort during the first six
months of fiscal year 1996 to establish and train the dealer network. 
Additionally, $72,000 of this increase came from the Company's catalog 
division which did not commence business until January 1995 or the third 
quarter of fiscal year 1995.

Operating income decreased by $1,087,000 to a deficit of $507,000 for the six
months ended December 31, 1995 compared to operating income of $580,000 for 
the six months ended December 31, 1994.

Net interest expense decreased by $396,000 to $81,000 for the six months ended
December 31, 1995 from $477,000 for the six months ended December 31, 1994.
This decrease is primarily the result of the debt to equity conversion which
was effective on June 30, 1995, wherein, $5,500,000 in related party debt was
exchanged for a combination of 5,300,000 shares of Series C Redeemable 
Preferred Stock and 1,666,666 shares of common stock.

Liquidity and Capital Resources:

At December 31, 1995, the Company had liquid resources (cash and accounts 
receivable) of $925,000, a decrease of 47 percent or $819,000 from June 30, 
1995 when liquid resources were $1,744,000. Cash increased $67,000 primarily 
as a result of efforts to collect outstanding accounts receivable. Accounts 
and contract receivables decreased $886,000 or 52 percent to $782,000 
primarily due to the lower overall sales level.

Current assets decreased by $816,000 or 44 percent to $1,052,000 at December 
31, 1995 from $1,868,000 at June 30, 1995. This decrease was primarily the 
result of a $865,000 decrease in accounts receivable, with an offsetting 
increase in cash of $67,000.

Long-term assets as of December 31, 1995 were $4,508,000 compared to 
$4,733,000 at June 30, 1995. This decrease was primarily the result of 
increased amortization and a lower percentage of courseware development costs
capitalized.
<PAGE>

Current liabilities of the Company increased by $743,000 to $1,980,000 at 
December 31, 1995 from 1,237,000 at June 30, 1995. Of this increase, 
$1,197,000 is the change in classification of the convertible subordinated 
debentures from long-term to short-term liabilities. Accounts payable 
decreased $188,000 as a result of an effort to pay vendors within the agreed 
payment terms. Other accrued liabilities decreased $222,000 primarily as a 
result of the payment during the six months of commissions and tax liabilities
that were accrued as of June 30, 1995.

The Company's working capital decreased by $1,559,000 from $631,000 at June 
30, 1995 to a deficit of $928,000 at December 31, 1995. This decrease is 
primarily the result of the change in classification of the convertible 
subordinated debentures from long-term to short-term liabilities and accounts
receivable.

Stockholders' equity decreased by $588,000 to $3,579,000 at December 31, 1995,
from $4,167,000 at June 30, 1995. This decrease is the result of a $588,000 
net loss for the six month period.

In the opinion of management, debt and equity capital resources should be 
increased for the Company to fully pursue its goals in the next twelve months.
The Company is addressing the need for longer term-growth capital by pursuing 
new sources of investment funding. Additionally, the Company has secured a 
source for its short-term working capital needs through an accounts receivable
financing arrangement. of short term working capital financing for any 
operating capital requirements. While management believes that the Company can
continue its current operating strategy without additional funding, cash flows
are difficult to forecast accurately. Therefore, there can be no assurance 
that additional capital will not be required, nor that it will be available on
terms which are acceptable to the Company. The Company has $1,197,000 of 
convertible subordinated debentures that are due on July 31, 1996. Although 
current plans indicate that funds from operations will be available to repay 
these debentures, it is possible that adequate funds may not be available by 
that time. Should the Company not have available funds to repay these 
debentures then the Company will pursue an extension to the due date.
<PAGE>



                         PART II - OTHER INFORMATION



The information required by items in Part II is omitted because the items are
not applicable, the answer is negative or substantially the same information 
is included elsewhere in this report or has been previously reported by the 
registrant.
<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.



WASATCH EDUCATION SYSTEMS CORPORATION



/s/Barbara Morris                     February 9, 1996
   Barbara Morris, President & CEO         Date