SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549

                                     FORM 10-K


              [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
                   For the fiscal year ended:  December 31, 1995
                                        OR
            [    ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
                    For the transition period from      to     

                         COMMISSION FILE NUMBER:  1-11057

                         COLONIAL DATA TECHNOLOGIES CORP.
              (Exact name of registrant as specified in its charter)

             Delaware                           04-2763229
   (State or other jurisdiction of         (I.R.S. Employer
   incorporation or organization)          Identification No.)

                             80 Pickett District Road
                         New Milford, Connecticut   06776
               (Address and Zip Code of principal executive offices)

                                  (860) 210-3000 
               (Registrant's telephone number, including area code)

   Securities registered pursuant to Section 12(b) of the Act:  None

   Securities registered pursuant to Section 12(g) of the Act:  Common Stock,
   par value $.01 per share   (Title of Class)

   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 the past 90 days.
                                 Yes  /X/        No  / / 

   Indicate by check mark if disclosure of delinquent filers pursuant to Item
   405 of Regulation S-K is not contained herein, and will not be contained, to
   the best of registrant's knowledge, in definitive proxy or information
   statements incorporated by reference in Part III of this Form 10-K or any
   amendment to this Form 10-K [X].

   The aggregate market value of voting stock held by non-affiliates of the
   registrant as of February 29, 1996:  $292,296,668.

         Number of shares outstanding as of February 29, 1996:  15,427,484

                        DOCUMENTS INCORPORATED BY REFERENCE

   Portions of the registrant's proxy statement for its Annual Meeting of
   Stockholders presently scheduled for April 18, 1996 are incorporated by
   reference into Part III of this report.


                         COLONIAL DATA TECHNOLOGIES CORP.

                                 TABLE OF CONTENTS
                                                                            

   PART I  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
        ITEM 1.   BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . 
        ITEM 2.   PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . 
        ITEM 3.   LEGAL PROCEEDINGS  . . . . . . . . . . . . . . . . . . . . 
        ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS  . . . 
        ITEM 4A.  EXECUTIVE OFFICERS OF THE REGISTRANT . . . . . . . . . . . 

   PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
        ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
                  STOCKHOLDER MATTERS  . . . . . . . . . . . . . . . . . . . 
        ITEM 6.   SELECTED FINANCIAL DATA  . . . . . . . . . . . . . . . . . 
        ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS  . . . . . . . . . . . 
        ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA  . . . . . . . 
        ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE  . . . . . . . . . . . 

   PART III  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
        ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT . . . . 
        ITEM 11.  EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . 
        ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . 
        ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . . . . . 

   PART IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
        ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
                  FORM 8-K . . . . . . . . . . . . . . . . . . . . . . . . . 

   SIGNATURES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 



   PART I

   ITEM 1.   BUSINESS

   General Overview

   Colonial Data Technologies Corp. (the "Company" or "CDT") designs, develops
   and markets telecommunications products that support intelligent network
   services being developed and implemented by the regional Bell operating
   companies ("RBOCs") and other telephone operating companies ("telcos").  In
   recent years, CDT has concentrated its product development and marketing
   efforts on products that support Caller ID and other emerging intelligent
   network services.  The Company and its strategic alliance partner have
   developed a smart telephone, Telesmart 4000, which provides consumers call
   management features and major new advances in interactive applications via
   telephone. The Company currently offers 13 models of Caller ID adjunct units
   and five models of screen telephones with integrated Caller ID.  Through its
   subsidiaries, the Company distributes small business telecommunications
   systems with the Landmark [R] trademark and high-end consumer 
   telecommunications equipment, including advanced cordless products.  The 
   Company also repairs and refurbishes telecommunications products for 
   commercial customers and provides other services that support the 
   development and implementation of intelligent network services.

   Industry Background

   Deregulation and technological advances have intensified competition among
   existing operators of telecommunication networks and encouraged the entrance
   of new service providers.  In the United States, competition among RBOCs,
   other telcos and long distance carriers and new service providers that have
   entered the local and long distance markets, has increased and may increase
   further as a result of the new federal telecommunications legislation, the
   Telecommunications Act of 1996.  RBOCs and other telcos are responding to
   increasing competition by introducing value-added, intelligent network
   services and lowering their cost structures.

   In order to deploy intelligent network services, the telcos have been
   upgrading their telecommunications networks to support a set of standards,
   known as the Intelligent Networks ("IN").  IN supports open, distributed
   switching and processing capabilities and allows the telcos to create, modify
   and deploy new services quickly and economically.  An important aspect of IN
   is a signaling protocol called Signaling System No. 7 ("SS7").

   Caller ID is a service that displays information about the incoming call
   (including the number and name of the caller and the time and date of the
   call) on a device located near the telephone (in the case of an adjunct unit)
   or on a display screen located on the telephone (in the case of an integrated
   Caller ID telephone).  The actual information displayed depends on the Caller
   ID equipment and whether the call is local or outside the local calling 
   area.  As of December 31, 1995, Caller ID was offered by telcos in all or 
   part of 48 states and the District of Columbia but was not available in 
   California and Hawaii, principally for regulatory reasons.  Caller ID 
   service is scheduled to be offered in California and Hawaii in 1996.  
   The Company estimates that the current penetration rate of Caller ID 
   service is approximately 10% of the total subscribers in those areas 
   in the United States that have Caller ID capabilities and have received 
   regulatory approval.

   Until December 1, 1995, the deployment of Caller ID services was limited to
   transferring the calling party information between callers within the same
   local calling area.  On December 1, 1995, the US Federal Communications
   Commission ("FCC") issued an order that requires all telephone service
   providers with SS7 switching capability to transmit calling party number
   information to each other on interstate calls within the United States
   (except for public pay phones and party lines).  The Company believes that
   the FCC's action remains subject to certain court challenges and other
   objections.  See "Government Regulation".

   While Caller ID has been successful in Canada, where it has achieved a
   penetration of 28% of available lines according to industry estimates, the
   service is not yet widely available in markets outside of the United States
   and Canada.  The Company believes that further opportunities for Caller ID
   may emerge over the long term in international markets.

   Emergence of ADSI-Based Network Services

   In addition to services such as Caller ID, Bell Communications Research, Inc.
   has developed Analog Display Services Interface ("ADSI"), a standard protocol
   defining the flow of voice and data information between telecommunications
   network elements (such as switches, voice mail platforms and intelligent
   peripherals) and a subscriber's terminal equipment (such as screen
   telephones, personal computers and smart telephones).  By deploying the ADSI
   protocol in the telecommunications network, RBOCs and other telcos will be
   able to offer additional intelligent network services and third-party
   interactive applications.

   New ADSI-based services will include Caller ID with Call Waiting together
   with call disposition.  By subscribing to Caller ID with Call Waiting, a
   subscriber who receives a call waiting signal could look at the display
   screen on the smart telephone and see the name and number of the calling
   party before deciding whether to answer the call, send a prerecorded message
   telling the calling party to wait, forward the call to voice mail or drop the
   line.  Additional services are expected to include home banking, on-line
   directory assistance, e-mail, paging, electronic yellow pages, stock
   quotations, news, weather and advanced home shopping.

   The Company believes that a significant application for smart telephones will
   be home banking services, as financial institutions look for solutions that
   reduce the cost of doing business, provide fee-based income and strengthen
   their customer relationships, and as RBOCs and other telcos seek to provide
   additional intelligent network services.

   Products and Services

   Since introducing the first commercially available Caller ID unit in 1987,
   the Company has developed and marketed Caller ID products with increased
   functionality to meet the needs of its RBOC and other telco customers. 
   During the years ended December 31, 1993, 1994 and 1995, 84%, 90% and 96%,
   respectively, of the Company's revenues were derived from the sale and
   leasing of its Caller ID units.

   Entry Level Caller ID Adjunct Devices

   The Company provides low-priced, entry level Caller ID devices primarily to
   support RBOC marketing and promotional campaigns in which a telco may give
   away or subsidize the purchase of a Caller ID adjunct device when a consumer
   subscribes for the service.  The units display only the number of an incoming
   call and are capable of storing calling information for up to 50 calls.  The
   Company believes that RBOCs utilize lower-priced products to reduce the
   initial consumer expenditure required to obtain the service and, as a result,
   may subsequently achieve higher penetration rates for Caller ID in selected
   markets.

   Full-Featured Caller ID Adjunct Devices

   The Company's full-featured products display all transmitted information
   before the incoming phone call is answered and store this information in
   memory.  Among the features available on the Company's full-featured products
   are memory capacity for up to 99 calls, a "blocked call"/"new call" light, a
   patented "Block the Blocker" feature, a bilingual display and a "message
   waiting alert" light that indicates to a network voice mail subscriber that a
   new voice mail message has been received.  "Block the Blocker" is a feature
   that detects when call block is used by a caller, delivers a message to that
   caller that the Caller ID subscriber does not accept blocked calls and
   disconnects the call.  The Company has entered into a licensing arrangement
   with Timex Corporation for the use of its Indiglo [R] backlighting technology
   for certain Caller ID products.  The Company's full-featured Caller ID 
   adjunct devices have suggested retail prices of $39.95 to $79.99.

   Integrated Telephones and Answering Machines

   The Company has begun to market a line of telephones with integrated Caller
   ID functionality.  In the fourth quarter of 1995, the Company introduced a
   digital answering machine with Caller ID functions.  The Company's integrated
   telephones have suggested retail prices of $59.99 to $109.99.

   SCWID (Integrated Caller ID and Call Waiting)

   The integration of Caller ID and Call Waiting allows a subscriber to both
   services, to view the directory name and telephone number of an incoming 
   call as the Call Waiting signal is delivered.  The Company's SCWID adjunct
   device also allows a consumer to store approximately 85 names and numbers
   in memory.  The Company has applied for a patent for its SCWID technology. 
   The SCWID adjunct device has a suggested retail price of $79.99.

   ADSI-Compatible Smart Telephones

   The Company is developing ADSI-compatible smart telephones in conjunction
   with its strategic alliance partner, US Order, Inc. ("US Order").  The
   Company believes that this alliance will help strengthen the Company's
   product offerings for the next generation of intelligent network capability. 
   CDT's smart telephone products will be ADSI-compatible and will feature a
   backlit display screen capable of displaying text and graphics, an embedded
   central processing unit, a QWERTY keyboard, a magnetic stripe card reader and
   memory.  The Company has been selected by NYNEX Corp. ("NYNEX") to supply
   smart telephones and expects to begin shipping in the first half of 1996. 
   The suggested retail price of the smart telephone will be $289.99.

   The Company's smart telephone is designed not only to simplify the use of
   existing intelligent network services, but also to support new network
   services such as integrated Caller ID and Call Waiting with call disposition
   and to support interactive applications such as home banking, catalogue
   shopping, national directory assistance, e-mail and paging.  CDT believes
   that the marketing of smart telephones will be actively supported by RBOCs
   and other telcos which are seeking to offer intelligent network services to
   their customers, and by banks which are seeking to reduce costs through the
   adoption by consumers of home banking services.

   Under the Company's strategic alliance with US Order, the Company has agreed
   that until January 17, 2000, all smart telephones that it produces and sells
   to telcos will be pursuant to the US Order agreement. During the term of the
   agreement, the Company will manufacture and exclusively market the smart
   telephone to telco customers.  For each such smart telephone that the Company
   sells or leases through December 31, 1997, the Company will pay US Order a
   royalty of 10% of the sale or lease price, with the royalty thereafter
   subject to annual good faith renegotiations.  The strategic alliance may be
   terminated by the Company if the smart telephone under development is not
   available for commercial distribution by April 1, 1996.  The agreement grants
   US Order the right to manufacture and exclusively market ADSI-compatible
   smart telephones outside of the telco market, and provides that US Order will
   pay CDT a royalty of 10% of the sale or lease price for each such sale or
   lease.  US Order may terminate the strategic alliance agreement if the
   Company ceases to distribute telecommunications products to at least four
   telcos during any twelve-month period.  CDT will exclusively purchase from US
   Order and resell interactive applications made available by US Order, such as
   national directory assistance and home catalogue shopping.

   In accordance with the Company's strategic alliance agreement with US Order,
   and an exchange agreement entered into on April 6, 1995, the Company
   exchanged 170,743 shares of the Company's Common Stock for 230,000 shares of
   common stock of US Order with an equivalent fair market value.  The agreement
   also provides for the Company and US Order to exchange up to an additional $3
   million in fair market value of each other's common stock in 1996 with a
   maximum of 200,000 shares.

   Services

   The Company has provided telephone repair and refurbishment services to
   RBOCs, other telcos and certain telephone equipment manufacturers for a wide
   variety of telecommunications products, including corded and cordless
   telephones, key telephone business systems, coin telephones and leased
   telephone products.  The Company believes that its capabilities in this area
   have strengthened its relationship with the RBOCs and other telcos.  During
   1995, the Company's service customer base included Southern New England
   Telecommunications Corp. ("SNET"), TIE/communications, Inc. ("TIE"), Nitsuko
   America Corp., Conair Corp., and Sears, Roebuck & Co. ("Sears").

   Additionally, through its joint venture with Blau Marketing Technologies,
   Inc., Worldwide Telecom Partners, Inc. ("Worldwide Telecom"), the Company
   markets intelligent network services to end users on behalf of RBOCs.  This
   joint venture recently completed a program that marketed Caller ID services
   to Bell Atlantic Corp. ("Bell Atlantic") customers in Maryland, New Jersey
   and Virginia.  Additionally, Worldwide Telecom has been engaged by NYNEX to
   market Caller ID and other intelligent network services to NYNEX customers in
   Massachusetts and New York.  See "Marketing and Distribution".

   In addition to repair and refurbishment services, the Company offers
   fulfillment services whereby the Company utilizes its systems and facilities
   to provide customer service, inventory handling and management, and billing
   services in connection with the distribution of telecommunications equipment.

   Acquisitions and Agreements

   During 1995, the Company identified joint venture, acquisition and other
   opportunities to complement and enhance its strategy of supporting its RBOC
   customers in their deployment of intelligent network services.

   The Company acquired the Canadian Caller ID business of TIE, facilitating
   CDT's ability to market Caller ID adjunct devices, integrated Caller ID
   telephones and Caller ID answering machines in Canada and to widen its
   product offerings, strengthen its product development capability and add
   manufacturing capacity.

   The Company formed Worldwide Telecom pursuant to a joint venture agreement
   with Blau Marketing Technologies, Inc. for the marketing of intelligent
   network services to end users on behalf of the RBOCs and other telcos.

   The Company entered into a strategic alliance with US Order to manufacture
   and market smart telephones designed to support ADSI-compatible network
   services and interactive applications such as home banking, national
   directory assistance, catalogue shopping and prepaid long distance.

   In November, the Company entered into an agreement with Southwestern Bell
   Telecommunications, Inc. ("SBT") whereby it acquired the exclusive worldwide
   distribution rights to the Landmark [R] line of business products, including 
   the digital key service units, key sets and ancillary devices sold with the
   Landmark [R] trademark, and acquired the Landmark [R] trademark and certain
   inventory.  The Company believes that the introduction of national Caller ID
   service following the regulatory changes effective in December 1995, will
   likely result in increased demand for Caller ID products and services by
   businesses. The Company believes that the SBT arrangement provides the
   Company a platform from which to serve this market.

   In December, the Company formed a new subsidiary, G-tel Corp., which acquired
   assets and liabilities from G-Communications, Inc., a company engaged in the
   development and distribution of telecommunications products primarily in the
   retail and international marketplaces.  In addition, CLT Telecommunications
   Corp., a Taiwanese manufacturer with extensive experience in the design and
   production of wireless telecommunications equipment, acquired a minority
   equity interest in G-tel Corp.

   Marketing and Distribution

   The Company markets its products and services through a direct sales force of
   14 employees, supported by its marketing department, and currently uses 33
   independent sales representative firms.  The Company's distribution strategy
   is to make its products available to potential end users through multiple
   distribution channels described below. Bell Atlantic, BellSouth Corp.
   ("BellSouth") and US West Communications, Inc. ("US West") each accounted for
   more than 10% of the Company's total revenues for 1995.

   Direct Fulfillment Arrangements

   The Company sells telecommunications products to RBOC subscribers and other
   telco subscribers through direct fulfillment arrangements with Ameritech
   Corp. ("Ameritech"), Bell Atlantic, BellSouth, Frontier Corp., US West, and
   NYNEX.  In most instances, the telco representatives market both Caller ID
   service and CDT equipment to subscribers and transmit equipment orders to CDT
   electronically on a daily basis.  The Company then ships its equipment
   directly to the subscribers and bills the telco, which, in turn, bills its
   subscribers directly or through a third party.  As part of promotional
   campaigns, some RBOCs may elect to purchase Caller ID units from the Company
   and distribute them to their subscribers free of charge.  The Company
   provides an 800 number service and support to help the subscriber understand
   how to utilize the Caller ID service and equipment.

   The Company continually seeks to strengthen its current telco marketing
   alliances and to develop new alliances.  The Company believes that marketing
   of Caller ID service and equipment is more successful when the subscriber can
   subscribe to Caller ID service and purchase or lease Caller ID equipment from
   a single source, especially when payment for equipment can be made either on
   an installment basis or by monthly lease payments through the subscriber's
   telephone bill.  The Company believes that subscriber satisfaction with
   Caller ID service is enhanced when the subscriber receives Caller ID
   equipment promptly after ordering the service and is provided an 800 number
   for service and support.

   Direct Marketing on Behalf of Telcos

   In May, 1995 the Company entered into a joint venture agreement with the
   direct marketing firm of Blau Marketing Technologies, Inc.  The joint venture
   operates through a jointly owned corporation, Worldwide Telecom, which is 50%
   owned by each of the joint venturers.  The joint venture agreement is
   terminable by either party upon sufficient advance notice to the other to
   enable Worldwide Telecom to complete performance of any outstanding contracts
   with telcos.

   Worldwide Telecom has provided direct marketing services to Bell Atlantic and
   NYNEX under several separate programs.  The first such program with Bell
   Atlantic customers in New Jersey included direct mail advertising with
   follow-up outbound telemarketing to potential Caller ID customers.  Following
   the successful completion of this first program, Worldwide Telecom has
   completed additional programs for Caller ID, Call Answering and Call Waiting
   services.  The Company intends to expand the activities of Worldwide Telecom
   in 1996.  The Company supplies all Caller ID units and product management
   services for Worldwide Telecom, and recognized $2,813,000 in revenues for
   products sold to Worldwide Telecom in 1995.  See "Acquisitions and
   Agreements".

   Direct Sales to Telcos

   Through its direct sales force and sales representatives, the Company sells
   Caller ID units in quantity to a number of telcos, including Bell Atlantic,
   BellSouth, NYNEX, and others, which units may be redistributed either under
   the CDT name or the respective telco's trade name.  The Company, through its
   Canadian subsidiary, sells its products directly to Bell Canada Inc. and to
   other telcos in Canada.

   Leasing Programs with RBOCs and other Telco Customers

   In 1992, the Company entered into a leasing agreement with US West, whereby
   the Company leases Caller ID units directly to US West customers.  The
   leasing program enables subscribers to pay a monthly fee for the service and
   the equipment and provides CDT with a stream of recurring revenues.  During
   the fourth quarter of 1995, the Company was notified by US West that it would
   discontinue leasing new units under the leasing program.  Notwithstanding the
   discontinuation of this program, previously existing leases will remain in
   effect.  The Company is not able to estimate the effect on future operations
   of this discontinued leasing program.  The Company believes that leasing will
   be an attractive option for telcos and telco customers for higher priced
   equipment, such as ADSI-compatible smart telephones and expects to expand its
   leasing program to NYNEX and other telcos in 1996.

   Retail/Private Label Customer Sales

   The Company sells Caller ID units to national, regional and local retailers
   and private label customers.  A substantial portion of the Company's retail
   sales are made through manufacturers' representatives or distributors with
   the support of the Company's sales personnel.  The Company's private label
   customers include Gemini Industries, Inc. and Northern Telecom Ltd.  The
   Company's retail customers include Sears and Home Depot Inc. in the United
   States and Consumers Distributing Co. and Price/Costco Inc. in Canada.

   Seasonality

   The Company's product lines are not subject to sales seasonality to a
   material extent.

   Backlog

   At December 31, 1995, the Company did not have a significant backlog.

   Product Development

   The Company's product development efforts are focused on new products that
   support intelligent network services, product enhancements, international
   standards compliance and the continued improvement of hardware components to
   reduce manufacturing costs.  The Company's product development group is
   experienced in engineering products for high-volume assembly, stressing low-
   cost manufacturing design while maintaining quality, consistency and
   reliability.  The Company's products utilize proprietary electrical,
   mechanical and software design.

   At December 31, 1995, 11 employees were engaged in product development
   including seven in the Company's New Milford, Connecticut facility and four
   in the Company's Brampton, Ontario, Canada facility.  On September 15, 1994,
   the Company entered into an agreement with Standard Telecommunications Ltd.
   ("STL") of Hong Kong, an affiliate of the Company's principal manufacturer,
   to provide additional design, engineering and product development support
   services to the Company on a subcontract basis.  In addition, the Company
   expects to increase the number of personnel devoted to product development
   efforts.

   The Company has a strategic alliance agreement with US Order pursuant to
   which the Company and US Order jointly develop and the Company will
   manufacture and sell to telco customers smart telephones based on the ADSI
   protocol.  See "Products and Services".

   In 1993, 1994 and 1995, the Company's research and development expenditures
   were $327,000, $782,000 and $1,476,000, respectively.

   Manufacturing

   The Company's primary equipment manufacturer is STL and certain of its
   affiliates, which have ISO certified facilities located in Hong Kong and the
   People's Republic of China, for the manufacture of its Caller ID units and
   other products.  In connection with the licensing and distribution agreement
   with SBT and the formation of the Company's G-tel Corp. subsidiary, the
   Company established relationships with two additional manufacturers with ISO
   certified facilities in Malaysia and Taiwan.  The facilities of the Company's
   suppliers are supplemented, in part, by the Company's own limited
   manufacturing facilities in Connecticut and Canada.  The availability or cost
   of the Company's products may be affected by political, economic or labor
   conditions in the countries where those products are manufactured, including
   the 1997 return of Hong Kong to China, by fluctuations in currency exchange
   rates and by other factors.  In addition, a change in the tariff structure or
   other trade policies of the United States could adversely affect the
   Company's foreign manufacturing strategies.

   The Company does not have any production contracts with its assembly
   contractors.  The Company's principal manufacturer performs comprehensive
   inspection and statistical process control testing, utilizing the Company's
   internally designed automated testing equipment.  To date, the Company has
   not experienced significant returns of defective products.

   In May 1995, the Company, through its Canadian subsidiary, acquired certain
   assets of TIE's Canadian subsidiary related to TIE's Canadian Caller ID
   business.  In connection with that acquisition, the Company entered into a
   sublease for a facility in Brampton, Ontario, Canada and initially hired 15
   people to staff the Company's operations from the facility.  In addition to
   design and sales functions, the facility supports manufacturing capability
   sufficient to supply its needs for the Canadian market.

   In the United States, the Company's manufacturing operations are limited to
   the testing, quality control and shipping of finished products and the
   purchase and inventory management of two key components of the Company's
   products.

   The key components used in the Company's products are currently being
   purchased from two sources, except for its application specific integrated
   circuit ("ASIC") chips, which are purchased from a single source.  The only
   supply contract to which the Company is a party is with the maker of its ASIC
   chips.  The Company has no other supply contracts for its components. 
   Although the Company believes it could develop other sources for each of the
   components for its products, the process could take several months, and the
   inability or refusal of any such source to continue to supply components
   could have a material adverse effect on the Company pending the development
   of an alternative source.  The Company is working with another ASIC supplier
   to design and develop a new ASIC chip to help meet future production
   requirements.

   Competition

   The market for the Company's products and services is highly competitive and
   subject to rapid technological change.  At present, the Company's principal
   competitors are CIDCO Incorporated, AT&T Corp. ("AT&T") and Northern Telecom
   Ltd.  The Company's Caller ID products also compete with Caller ID telephones
   offered by Panasonic, Sony Corp. and Thomson. The smart telephone intended to
   be marketed by the Company through an alliance with US Order is subject to
   competition from smart telephones marketed by Philips Electronics N.V., AT&T
   and Northern Telecom Ltd. as well as other emerging platforms for interactive
   applications delivered through personal computers and cable television.  The
   Company expects competition to increase in the future from existing and new
   competitors, possibly including telcos or other current customers, from
   network switch-based services and from the increased application of cellular
   technology.  The Company's primary current and potential competitors in the
   market for products that support intelligent network services have
   substantially greater financial, marketing and technical resources than the
   Company.  Increased competition could materially and adversely affect the
   Company's results of operations through price reductions and loss of market
   share.

   The Company competes with a large number of competitors for its repair
   services and other services supporting the development and implementation of
   intelligent network services.  Several of the Company's competitors in the
   market for such services have substantially greater financial, marketing and
   technological resources than the Company.  There can be no assurance that the
   Company will be able to continue to compete successfully against its existing
   competitors or that it will be able to compete successfully against new
   competitors.

   The Company believes that the principal competitive factors in its markets
   are knowledge of the requirements of the various RBOCs and other telcos,
   product reliability, product design, the quality of its repair and support
   services, customer service and support, and price relative to performance. 
   The Company competes in the market for products that support intelligent
   network services principally on the basis of its relationships with telcos,
   product design and reliability, low product pricing and flexibility of
   marketing alternatives, including leasing.

   Government Regulation

   In the United States, Caller ID and other intelligent network services
   offered by telcos are subject to federal and state regulation.  Although
   Caller ID is currently available in 48 states and the District of Columbia,
   during the past several years, protests by special interest groups and
   regulatory concerns regarding the privacy aspects of the service have been
   effective in both slowing down the regulatory approval process and, in most
   states, requiring free per-call or per-line call blocking to be offered by
   the telcos, thereby allowing a caller to prevent the display of his or her
   name and number.  As of December 31, 1995, Caller ID service was not
   available in California and Hawaii.

   In most states, the telcos have been instrumental in gaining regulatory
   approval of the service and have sought to address privacy concerns by
   offering call blocking services.  However, in certain states, regulatory
   delays have caused telcos to postpone the introduction of Caller ID service
   and in others, such as California, telcos have chosen not to introduce the
   service because of the undue burden of restrictions proposed by regulatory
   authorities.

   An FCC order effective December 1, 1995 (the "FCC Order"), requires all U.S.
   telephone service providers with SS7 switching architecture to transmit to
   each other without charge Caller ID number information on interstate calls
   within the United States (except for public pay phones and party lines).  The
   FCC's order also requires that telcos that offer Caller ID service must
   provide to their telephone subscribers without charge a per-call blocking
   mechanism to block the transmission of their Caller ID information on
   interstate calls and must inform subscribers that their telephone numbers may
   be identified to a called party and how to use this blocking capability.

   Although the FCC Order was implemented December 1, 1995, several factors may
   delay, prevent or substantially limit the implementation or market acceptance
   of Caller ID.  Before Caller ID service may be offered, the telco must
   receive state regulatory approval.  Also, the availability of Caller ID
   service in a particular area requires end-to-end interconnection of SS7
   networks between telcos and other carriers.  Further, the FCC Order requires
   telcos to offer free per-call blocking for interstate calls to all customers
   to protect privacy interests and permits state public utility commissions to
   authorize per-line blocking for interstate calls.  Such blocking, if widely
   adopted, could limit the usefulness and marketability of the Caller ID
   service.

   The California Public Utilities Commission and AT&T filed petitions for
   review of the FCC Order in federal court challenging portions of the FCC
   Order.  Although the FCC Order withstood that particular challenge, other
   parties have also objected to, sought delays in the implementation of or
   sought clarification of the FCC Order.  In addition, in the future, 
   Caller ID service may be subject to additional state and federal 
   legislation, regulation and court challenges.  The Company is unable to
   predict what effect, if any, further legislation, regulation, court 
   challenges or other objections may have on the FCC Order or 
   Caller ID service.

   In Canada, the Canadian Radio-television and Telecommunications Commission
   regulates Caller ID and intelligent network services.  The Company believes
   that Canadian regulation of telecommunications devices for intelligent
   network services is not more burdensome than regulation in the United
   States.  In Canada, Caller ID service is available on a national and local
   basis on networks with SS7 architecture.

   Patents, Proprietary Rights and Licenses

   The Company holds limited patent or registered intellectual property rights
   with respect to its products.  The Company has been issued a patent for its
   "Block the Blocker" feature.  The Company has also applied for a patent on
   its SCWID product.  However, there can be no assurance that a patent will be
   issued to the Company for its SCWID product or that such patent, if issued,
   will afford effective protection of the Company's technology.  The Company
   also believes that, because of the rapid pace of technological change in the
   voice and data communications market, the knowledge, ability and experience
   of the Company's employees, the frequency of product enhancements and the
   quality of support services provided by the Company will all contribute to
   the Company's success.

   The Company additionally relies on trade secret laws to establish and
   maintain its proprietary rights to its products.  Although the Company has
   obtained confidentiality agreements from its key executives and engineers in
   its product development group, there can be no assurance that third parties
   will not independently develop the same or similar alternative technology,
   obtain unauthorized access to the Company's proprietary technology or misuse
   the technology to which the Company has granted access.

   A portion of the messaging technology used in the Company's Caller ID
   products is licensed from AT&T on an exclusive basis.  However, AT&T reserved
   to itself and its subsidiaries the right to use the technology for all
   purposes relating to its and its subsidiaries' businesses.  The Company  has
   rights to practice the inventions under certain of AT&T's Caller ID
   patents.  These patents are also licensed to others, including the Company's
   competitors.  AT&T receives royalties from sales and leases of the Company's
   Caller ID products other than to AT&T.  The Company incurred royalty expense
   of $277,000, $684,000 and $1,129,000 in 1993, 1994 and 1995, respectively. 
   The AT&T license agreement has no expiration date but is terminable by AT&T
   for breach on two months' written notice unless within such time all
   specified breaches have been remedied.  If the AT&T license were terminated
   and the Company were unable to negotiate a new patent license agreement with
   AT&T, the Company would no longer be authorized to manufacture or sell Caller
   ID products in the United States other than to the RBOCs and to AT&T. 
   Additionally, under the agreement, CDT granted AT&T a non-exclusive, royalty-
   free license to all patents on inventions which are improvements or
   modifications based upon the technology licensed from AT&T.

   Employees

   At December 31, 1995, the Company employed 174 full-time persons, of whom 73
   were engaged in repair and manufacturing, 11 in product development, 14 in
   sales and marketing, 40 in customer service, 21 in operations, and 15 in
   management, finance and administration.  The Company has no collective
   bargaining agreement with its employees and believes that its relationship
   with its employees is good.

   Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the
   Private Securities Litigation Reform Act of 1995

   The Company desires to take advantage of the new "safe harbor" provisions of
   the Private Securities Litigation Reform Act of 1995 and is including the
   following information in this Form 10-K in order to do so.  The Act only
   became law in late December 1995 and, except for the Conference Report, no
   official interpretations of the Act's provisions have been published.  Many
   of the following important factors discussed below have been discussed in the
   Company's prior SEC filings.

   The Company wishes to caution readers that the following important factors,
   among others, in some cases have affected, and in the future could affect,
   the Company's actual results and could cause the Company's actual
   consolidated results for the first quarter of 1996, and beyond, to differ
   materially from those expressed in any forward-looking statements made by, or
   on behalf of, the Company.

   -    The timing of implementation and promotion of Caller ID service by
        telcos, and the timing of switch and software upgrades; delays in the
        introduction of Caller ID service in local markets or failure of this
        service to gain widespread market acceptance; the possible adverse
        effect on subscriber acceptance of Caller ID service of various factors,
        including the pricing of Caller ID service and equipment, the ability of
        callers to block the display of their name and number and any features
        of such service required or permitted by regulatory authorities which
        may limit the usefulness thereof.

   -    The effects of competition and rapid technological change in the markets
        for the Company's products and services; the introduction of new
        products by new and existing competitors; the ability and willingness of
        purchasers to substitute other products for the Company's products; the
        effects of emerging platforms for interactive applications delivered
        through personal computers and cable television; increasing competition
        in the future from existing and new competitors, possibly including
        telcos or other current customers, from network switch-based services
        and from the increased application of cellular technology, the ability
        of the Company to compete effectively with competitors and potential
        competitors in the market for products that support intelligent network
        services that have substantially greater financial, marketing and
        technical resources than the Company; and possible price reductions and
        loss of market share resulting from increased competition.

   -    The level of acceptance of the Company's leasing programs for Caller ID
        and other products; the effect of any telco's decision to discontinue
        leasing; and cancellation of existing leases by subscribers resulting
        from, among other reasons, new product introductions, including smart
        telephones, and other changes in technology.

   -    Dependence of sales and leases to individual telco subscribers on direct
        fulfillment distribution arrangements with certain RBOCs and other
        telcos and resulting concentration of customer base and resulting
        adverse effects from the loss of any one or more of the Company's major
        customers or the termination of the Company's distribution arrangements
        with any telco.

   -    Failure to forecast growth accurately, or the failure or inability of
        the Company to manage its growth successfully, resulting in problems
        with respect to, among other things, the size or quality of the
        Company's work force, the adequacy of the Company's and its suppliers 
        production facilities, the adequacy of its management information
        systems and inventory controls, a high backlog of product orders and
        delays in customer service and support.

   -    Failure to anticipate on a timely basis the Company's future
        requirements for personnel, facilities or systems or to maintain the
        levels of customer service that it has provided in the past; and the
        inability of the Company to anticipate and meet these requirements, or a
        decline in the quality of the Company's customer service or delays in
        the delivery of the Company's products.

   -    The loss of any key executive officers or technical employees or the
        inability to hire additional skilled personnel to support the continued
        growth of the Company's business.

   -    Concentration of the Company's business activities in fields
        characterized by rapid and significant technological advances and the
        effects of any failure by the Company to remain competitive
        technologically or failure of the Company's products, processes, or
        services to continue to be reflective of technological advances, failure
        to introduce new products or product enhancements that achieve market
        acceptance on a timely basis; the occurrence of unanticipated technical,
        marketing or other problems or delays relating to new products, features
        or services which the Company has recently introduced or which the
        Company may introduce in the future; lack of success of the Company s
        new products, features or services; possible adverse effects of the
        introduction of new products, features or services by the Company or its
        competitors on the sales of the Company's existing products or services;
        or failure by the Company to be able to adapt successfully to future
        changes in the telecommunications industry.

   -    Risks associated with protection of Company's technology and
        developments by or against the Company relating to intellectual property
        rights and intellectual property licenses.

   -    Dependence on alliance with US Order with respect to development and
        commercialization of smart telephones; US Order's right to terminate the
        strategic alliance agreement if the Company ceases to distribute
        telecommunications products to at least four telcos during any twelve-
        month period; and dependence on US Order's ability to meet design
        specifications and delivery requirements for its products and services.

   -    Level of consumer market acceptance of smart telephone technologies and
        levels of expansion in the consumer market for telephone-based
        interactive applications technologies; the timing of introduction of,
        necessary regulatory approvals for, or market acceptance of ADSI-based
        intelligent network services and applications; and effects of
        competition in ADSI-based intelligent network services markets from
        other emerging interactive applications delivered through personal
        computers, cable television and Integrated Service Digital Network
        (ISDN).

   -    Variations in the Company's revenues and operating results from quarter
        to quarter due to a variety of factors, some of which are beyond the
        Company's control; including the timing of the initiation of Caller ID
        or other intelligent network services by a telco; the timing and extent
        of promotional activities by a telco; the rate of customer acceptance of
        Caller ID and other intelligent network services; the timing and market
        acceptance of new product introductions; disruptions in sources of
        supply; changes in service charges by a telco; the timing and the level
        of expenditures for sales, marketing and new product development by the
        Company and its competitors; the effects of government regulation on
        Caller ID and other intelligent network services; general economic
        conditions; and other factors.  No assurance can be given that such
        quarterly variations will not occur in the future and, accordingly, the
        results of any one quarter may not be indicative of the operating
        results for future quarters.

   -    Dependence on a single foreign manufacturer with facilities in Hong Kong
        and the People's Republic of China for production of most of the
        Company's Caller ID units and other products; effects on the
        availability or cost of the Company's products of political, economic or
        labor conditions in the countries where those products are manufactured,
        including the 1997 return of Hong Kong to China, by fluctuations in
        currency exchange rates and by other factors; and possible effects of
        changes in the tariff structure, trade policies, monetary and fiscal
        policies or laws and regulations of the United States or other countries
        on the Company's foreign manufacturing strategies.

   -    Lack of supply contracts for product components and possible delays or
        costs arising in connection with arranging for substitute components.

   -    Effect of existing and future government regulation on Caller ID and
        other intelligent network services, including regulation by the federal
        government, state public utility commissions and other regulatory
        authorities, as well as court challenges, including possible challenges
        due to protests from special interest groups that object to such
        services on the basis of privacy concerns and the effects of changes in
        law, such as the Telecommunications Act of 1996.

   Many of the foregoing factors have been discussed in the Company's prior SEC
   filings and, had the Act become effective at a different time, would have
   been discussed in an earlier SEC filing instead of this Form 10-K.  The
   foregoing review of factors pursuant to the Private Litigation Securities
   Reform Act of 1995 should not be construed as exhaustive or as any admission
   regarding the adequacy of disclosures made by the Company prior to the
   effective date of said Act.


   ITEM 2.   PROPERTIES

   The Company maintains its principal administrative, development and support
   facility at a building located in New Milford, Connecticut which consists of
   approximately 63,000 square feet.  The Company leases this facility under a
   lease that expires in 2004.  The rent is $2.20 per square foot per year plus
   taxes, operating expenses and insurance.  The Company's lease includes an
   option to purchase the building at fair market value as defined in the lease
   at any time from July 1, 1999 until the expiration of the lease.

   Certain environmental contamination occurred in the part of the facility
   formerly occupied by another tenant and the Connecticut Department of
   Environmental Protection ("DEP") performed a clean-up and removed such
   contamination.  The DEP notified Cee Associates Limited Partnership, in which
   the Company is a general partner, in the first quarter of 1994 that it is a
   responsible party for the costs of the environmental clean-up performed at
   the facility and demanded payment by the partnership of $125,000. The Company
   has not received any notice of any violation of environmental laws by the
   Company or any notice of any direct claim against the Company associated with
   the contamination or clean-up at the facility.  The Company does not believe
   that the foregoing will have a materially adverse effect on the Company.

   The Company also maintains a manufacturing, research and sales facility in
   Brampton, Ontario, Canada which consists of 15,750 square feet.  The Company
   leases this facility under a sublease that expires October 31, 1996.  The
   rent is $5.75 (Canadian) per square foot per year plus taxes, operating
   expenses and insurance.

   In connection with the purchase of assets and assumption of liabilities from
   G-Communications, Inc., the Company assumed from G-Communications, Inc. a
   lease for a sales and warehouse facility which consists of 4,200 square 
   feet.  The lease expires April 30, 1998, with rent increasing from $6.60 
   to $7.80 per square foot over the term of the lease plus taxes, operating
   expenses and insurance.

   The Company believes that its facilities are suitable and adequate for the
   current and foreseeable future business of the Company, however the Company
   will continue to assess its warehousing needs as the Company expands its
   business.

   ITEM 3.   LEGAL PROCEEDINGS

   None.

   ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

   None.

   ITEM 4A.  EXECUTIVE OFFICERS OF THE REGISTRANT*

   The names of the executive officers of the Company are set forth below,
   together with the positions held by each such person in the Company.  All
   executive officers are elected annually by the Board of Directors and serve
   until their successors are duly elected and qualified.  None of these
   officers have family relationships with any other executive officer or
   Director.

          Name                  Age     Position with the Company
          ----                  ---     -------------------------
          Robert J. Schock      54      Chairman of the Board, President
                                        and Chief Executive Officer
          Timothy R. Welles     36      Executive Vice President and Chief
                                        Operating Officer

          Daniel V. Cusack      49      Executive Vice President 
          Joseph W. Cline       47      Executive Vice President
          William L. Nutter     59      Vice President - Research,
                                        Development and Engineering
          John N. Giamalis      38      Vice President -  Finance,
                                        Treasurer, Chief Financial Officer
                                        and Secretary
   *  As of March 7, 1996


   Mr. Schock was appointed Chairman of the Board of the Company effective March
   7, 1996.  He has held the positions of President and Chief Executive Officer
   and director of the Company since September 1989 and President and director
   of the Company's principal subsidiary since 1981.  From 1977 to 1980, Mr.
   Schock was director of national operations for ICOT Corporation, a
   telecommunications equipment manufacturer.  From 1966 to 1977, Mr. Schock
   held a variety of positions with Xerox Corporation, including product
   manager, regional sales operations manager and regional manager for
   Microsystems.

   Mr. Welles was elected Executive Vice President and Chief Operating Officer
   and a director of the Company effective March 7, 1996.  Prior to joining the
   Company, Mr. Welles was Senior Vice President of First Albany Corporation, an
   investment banking firm, from January 1994 to March 1996 with
   responsibilities related primarily to corporate finance activities.  Prior to
   joining First Albany, Mr. Welles held various positions, most recently as
   Managing Director, at Advest, Inc., an investment banking firm, from August
   1989 to January 1994.  Prior to joining Advest, Inc., Mr. Welles practiced
   securities and corporate law at Cahill Gordon & Reindel in its New York
   office.

   Mr. Cusack was appointed Executive Vice President of the Company effective
   March 7, 1996.  Prior thereto he was Senior Vice President of the Company
   from May 1995 to March 1996 and Vice President of Manufacturing of the
   Company from September 1989 to May 1995.  He has been Vice President of
   Manufacturing of the Company's principal subsidiary since January 1981.  From
   1976 to 1980, Mr. Cusack was a field service manager of ICOT Corporation.

   Mr. Cline was appointed Executive Vice President of the Company effective
   March 7, 1996.  Prior thereto, he was Vice President - Sales and Marketing of
   the Company from January 1995 to March 1996.  Previously, Mr. Cline was
   President of SNET's Deregulated Products Group where he led SNET's customer
   premises and equipment business on a regional and national basis.  Mr. Cline
   has more than 20 years of experience in the telecommunications industry,
   having held positions in systems planning and development, product management
   and development, sales and marketing and management with SNET.

   Mr. Nutter has been Vice President - Research, Development and Engineering of
   the Company since December 1989.  Prior thereto, Mr. Nutter was employed by
   AT&T for 28 years in a number of positions.  Immediately prior to joining the
   Company, Mr. Nutter served as manager of terminal product development for
   AT&T Network Systems.

   Mr. Giamalis has been Vice President - Finance, Treasurer, Chief Financial
   Officer and Secretary since May 1995 and was Director of Finance for the
   Company from March 1995 to May 1995.  From 1992 to 1995 Mr. Giamalis was the
   Vice President and Treasurer of Connecticut National Life Insurance Company
   where he served as its principal financial officer.  From 1990 to 1992 and
   1983 to 1985, Mr. Giamalis held positions with the Travelers Corporation,
   including Director of Corporate Financial Planning.  From 1985 to 1990, he
   was with Deloitte & Touche LLP, holding the position of Senior Audit Manager
   from 1987 to 1990.


   PART II

   ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
             MATTERS

   Since February 9, 1996, the Company's Common Stock has been traded on the
   Nasdaq National Market under the symbol CDTX.  Prior to February 9, 1996, the
   Company's Common Stock was listed on the American Stock Exchange under the
   symbol CDT.

   The table below sets forth the high and low quarterly sales prices for the
   common stock as reported by the American Stock Exchange.


                                                     Price Range
                                                 High         Low
                1995
            Fourth Quarter                      $23          $13 5/8
            Third Quarter                        27 1/4       16 3/4
            Second Quarter                       22 3/8       14 1/8
            First Quarter                        19 1/8       12 1/4

                1994
            Fourth Quarter                      $15 3/8       $4 3/8
            Third Quarter                         5 3/8        4    
            Second Quarter                        6 5/8        4 1/8
            First Quarter                         7 1/8        3 7/8

   On February 29, 1996, there were 569 holders of record of the Company's
   Common Stock.  On February 29, 1996, the last reported sales price of the
   Company's Common Stock was $22.88 per share.

   Dividend Policy

   The Company has never declared or paid cash dividends on its Common Stock. 
   The Company currently intends to retain all earnings for the operation and
   expansion of its business and therefore does not anticipate paying any cash
   dividends in the foreseeable future.  The Company's existing bank line of
   credit agreement prohibits the Company from paying dividends.

   Stock Repurchase Program

   In October 1995, the Board of Directors approved a stock repurchase program
   whereby the Company is authorized to repurchase from time to time up to
   500,000 shares of its common stock not to exceed $10 million.  As of December
   31, 1995, the Company had repurchased 15,000 shares for $210,000.



   ITEM 6.   SELECTED FINANCIAL DATA

   The following selected consolidated financial data for the years ended is
   derived from the consolidated financial statements of the Company which have
   been audited by the Company's independent certified public accountants.  The
   data should be read in conjunction with the financial statements and notes
   thereto and other financial information included elsewhere in this Form 10-K.

                       (In thousands, except per share data)

                                  Year Ended December 31,
                            1991    1992     1993     1994     1995
    Statement of
    Earnings Data:

    Revenues              $8,006 $ 9,722  $17,439  $36,829  $74,194
    Gross profit           2,564   2,913    5,235   12,601   29,954
    Income from              252     551    2,053    6,300   18,898
    operations
    Net income                47     311    1,103    3,578   12,523

    Primary and fully       $.00    $.03     $.10     $.30     $.85
    diluted net income
    per share

    Fully diluted          9,623  10,849   10,910   11,806   14,722
    weighted average
    shares
    
                                     As of December 31,
                            1991    1992     1993     1994     1995

    Balance Sheet Data:

    Working capital       $3,902  $4,076   $2,326  $23,930  $68,915
    Property and             612     795    3,272    5,755    6,733
    equipment
    Total assets           5,772   5,641   10,487   33,133   86,405

    Total borrowings         646     183    2,130    2,000    1,000
    Stockholders'          4,514   4,825    6,082   28,353   80,568
    equity



   ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
             RESULTS OF OPERATIONS

   The following information includes forward-looking statements, the
   realization of which may be impacted by certain factors discussed under 
   Item 1 -- Business -- Cautionary Statement for Purposes of the "Safe 
   Harbor" Provisions of the Securities Litigation Reform Act of 1995.

   Results of Operations

   The following table sets forth, for the periods indicated, certain items from
   the Company's consolidated financial statements as a percentage of total
   revenues:

                                             Year Ended December 31,
                                            1993      1994      1995

          Revenues:
            Products                        66.9%     59.8%     69.7%
            Leases                          20.2      31.6      27.4
            Services                        12.9       8.6       2.9
                                           ______    ______    ______

              Total revenues               100.0     100.0     100.0

          Cost of sales (1):
            Products                        68.4      72.4      66.7
            Leases                          69.7      52.8      41.4
            Services                        78.8      67.6      60.7
              Total cost of sales           70.0      65.8      59.6
                                           ______    ______    ______
          Gross profit                      30.0      34.2      40.4

          Operating expenses:

            General and administrative      11.1       8.6       6.7
            Selling and marketing            5.2       6.4       6.2
            Research and development         1.9       2.1       2.0
                                           ______    ______    ______
              Total operating expenses      18.2      17.1      14.9
                                           ______    ______    ______

          Income from operations            11.8      17.1      25.5
          Other income (expense)            (0.6)     (0.4)      1.8
                                           ______    ______    ______
          Income before income taxes        11.2      16.7      27.3
          Income taxes                       4.9       7.0      10.4
                                           ______    ______    ______
          Net income                         6.3%      9.7%     16.9%
                                           ______    ______    ______



   (1)  Percentages related to cost of sales represent percentages of each
        revenue category and, as a result, are not additive.



   Years Ended December 31, 1994 and 1995

   Revenues

   Total revenues increased 101% from $36,829,000 in 1994 to $74,194,000 in
   1995.  This growth, which was attributable primarily to higher Caller ID unit
   sales volume and expansion of the leasing program, was stimulated by the
   addition of new RBOC and other telco customers together with the increased
   availability and acceptance of Caller ID service resulting from regulatory
   approvals.  Caller ID revenues increased 115% from $33,234,000 in 1994 to
   $71,344,000 in 1995; representing 90% and 96% of total revenues in 1994 and
   1995, respectively.  For the year ended December 31, 1995, a 135% increase in
   product sales to $51,733,000 and a 75% increase in leasing revenues to
   $20,325,000 resulted from these trends.  Also contributing to the product
   sales increase was $2,813,000 of revenues for products sold to the Company's
   direct marketing joint venture, Worldwide Telecom and revenues of  $2,718,000
   from sales in the Company's acquired operations during 1995.  During the
   fourth quarter of 1995, the Company was notified by US West that it would
   discontinue leasing new units under the leasing program.  Notwithstanding the
   discontinuation of this program, previously existing leases will remain in
   effect.  The Company expects to expand its leasing program to NYNEX and other
   telcos in 1996.  Service revenues decreased 33% from $3,183,000 in 1994 to
   $2,136,000 in 1995.  The decline in service revenues in 1995 was due
   primarily to the completion of contracts with certain customers.

   Cost of Sales and Gross Profit

   Cost of sales increased from $24,228,000 in 1994 to $44,240,000 in 1995
   primarily as a result of the increases in sales and leasing of Caller ID
   units.  Overall gross profit margins increased six percentage points from 34%
   in 1994 to 40% in 1995.  Gross profit margins derived from sales of products
   increased five percentage points from 28% in 1994 to 33% in 1995 as a result
   of a greater proportionate mix of higher margin direct fulfillment revenues,
   the reduction in the cost of certain products due to design improvements and
   volume discounts from vendors and efficiencies resulting from a larger
   revenue base. Gross profit margins derived from Caller ID leasing increased
   12 percentage points from 47% in 1994 to 59% in 1995 primarily as a result of
   additional fully depreciated units in the lease base coupled with the leasing
   of higher margin products.

   General and Administrative Expenses

   General and administrative expenses increased 57% from $3,182,000 in 1994 to
   $4,984,000 in 1995.  The increase resulted from additional personnel and
   expenses required to support the growth in the Company's business, primarily
   in the areas of finance and corporate administration.  As a percentage of
   total revenues, general and administrative expenses declined from 9% in 1994
   to 7% in 1995.

   Selling and Marketing Expenses

   Selling and marketing expenses increased 97% from $2,337,000 in 1994 to
   $4,596,000 in 1995.  The increase resulted primarily from higher commission
   and royalty expenses which vary directly with Caller ID revenues in addition
   to higher customer service staffing to support increased business activity. 
   Also contributing to the increase in 1995 were incentives incurred with
   certain direct fulfillment programs.  Selling and marketing expenses as a
   percentage of total revenues remained constant at 6% for the years ended
   December 31, 1994 and 1995.

   Research and Development Expenses

   Research and development expenses increased 89% from $782,000 in 1994 to
   $1,476,000 in 1995.  The increase resulted from additional product
   development activity, including work on the Company's smart telephone, SCWID
   product, integrating Caller ID with Call Waiting, and the introduction of
   other new products and the modification of existing products.  Included in
   research and development expenses is the cost of certain research and
   development services provided by the Company's principal manufacturer, STL.

   Other Income (Expense)

   Other expense, consisting primarily of interest expense, was $132,000 in 1994
   due to borrowing under the Company's revolving line of credit.  Increased
   borrowings were used to fund higher levels of inventories, leased equipment
   and increases in accounts receivable.  In 1995, other income consists
   primarily of investment income earned on the investment of proceeds from the
   Company's secondary offerings completed in October 1994 and July 1995.

   Income Taxes

   Income taxes increased from $2,590,000 in 1994 to $7,687,000 in 1995 due to
   a higher level of taxable income.  The effective income tax rate declined
   four percentage points from 42% in 1994 to 38% in 1995 as a result of the
   apportionment of income to states with lower tax rates and due to certain
   nontaxable investment income earned in connection with the investment of
   proceeds from the Company's secondary stock offerings.

   Net Income and Weighted Average Shares

   As a result of the foregoing factors, net income increased 250% from
   $3,578,000 in 1994 to $12,523,000 in 1995.  The fully diluted weighted
   average shares increased from 11,806,000 shares in 1994 to 14,722,000 shares
   in 1995.  The increase resulted primarily from the issuance of 1,645,000
   shares in connection with a secondary common stock offering in July 1995 and
   the issuance of 170,743 shares to US Order in May 1995.

   Years Ended December 31, 1993 and 1994

   Revenues

   Total revenues increased 111% from $17,439,000 in 1993 to $36,829,000 in
   1994.  This growth, which was attributable primarily to higher Caller ID unit
   sales volume and expansion of the leasing program, was stimulated by
   increased availability and acceptance of Caller ID service resulting from
   regulatory approvals and marketing and promotional campaigns by telcos and
   the Company.  Caller ID revenues increased 126% from $14,692,000 in 1993 to
   $33,234,000 in 1994; representing 84% and 90% of total revenues in 1993 and
   1994, respectively.

   Of the $18,542,000 increase in Caller ID revenues from 1993 to 1994,
   $8,105,000 was generated from a leasing program implemented by the Company
   for US West subscribers.  The growth of the leasing program resulted from
   additional state approvals for US West to offer Caller ID service, combined
   with promotional campaigns in new and existing areas.

   Service revenues increased from $2,247,000 in 1993 to $3,183,000 in 1994. 
   The growth in service revenues in 1993 and 1994 was due primarily to new
   business from a telco customer.

   Cost of Sales and Gross Profit

   Cost of sales increased from $12,204,000 in 1993 to $24,228,000 in 1994
   primarily as a result of the increases in sales and leasing of Caller ID
   units.  Gross profit margin derived from sales of products declined from 32%
   in 1993 to 28% in 1994 due to changes in product mix among the various models
   of Caller ID units being marketed by the Company.  Gross profit margin
   derived from Caller ID leasing increased from 30% in 1993 to 47% in 1994 due
   primarily to an increase in the number of fully depreciated units in the
   lease base in addition to the leasing of higher margin products.  Gross
   profit margin for services was 21% in 1993 and 32% in 1994.  The increase in
   service costs in 1993 was primarily attributable to start up costs associated
   with a new contract from a service customer.  As a result of the foregoing
   factors, overall gross profit margins were 30% and 34% for 1993 and 1994,
   respectively.

   General and Administrative Expenses

   General and administrative expenses increased 64% from $1,938,000 in 1993 to
   $3,182,000 in 1994.  The increase resulted from additional personnel and
   expenses required to support the growth in the Company's business, primarily
   in the areas of finance and corporate administration.  As a percentage of
   total revenues, general and administrative expenses declined from 11% in 1993
   to 9% in 1994.

   Selling and Marketing Expenses

   Selling and marketing expenses increased from $917,000 in 1993 to $2,337,000
   in 1994.  Higher commission and royalty expense payable on Caller ID revenues
   plus an increase in customer service staffing were the major components of
   the increase in 1994.

   Research and Development Expenses

   Research and development expenses increased 139% from $327,000 in 1993 to
   $782,000 in 1994.  The increase resulted from increased product development
   activity by the Company and its principal manufacturer, including work on the
   Company's SCWID product, integrating Caller ID with Call Waiting and the
   introduction of certain new products and the modification of existing
   products.

   Other Income (Expense)

   Other expense, consisting primarily of interest expense increased from
   $101,000 in 1993 to $132,000 in 1994 due to increased borrowing under the
   Company's revolving line of credit.  Increased borrowings were used to fund
   higher levels of inventories, leased equipment and increases in accounts
   receivable.

   Income Taxes

   Income taxes increased from $849,000 in 1993 to $2,590,000 in 1994 due to a
   higher level of taxable income. The effective income tax rate declined from
   43% in 1993 to 42% in 1994 primarily due to the apportionment of taxable
   income to states with lower tax rates.

   Net Income and Weighted Average Shares

   As a result of the foregoing factors, net income increased 224% from
   $1,103,000 in 1993 to $3,578,000 in 1994.  The fully diluted weighted 
   average shares increased from 10,910,000 shares in 1993 to 11,806,000 
   shares in 1994.  The increase resulted primarily from shares issued in 
   connection with a secondary common stock offering in October 1994 for 
   2,400,000 shares.

   Liquidity and Capital Resources

   The Company's cash requirements for operating and investing activities in
   1995 were financed primarily by the net proceeds from two common stock
   offerings aggregating approximately $51 million.  In connection with the
   offerings, which were completed in July 1995 and October 1994, the Company
   issued 1,645,000 shares at $22.63 per share and 2,400,000 shares at $7.38 
   per share, respectively.

   During 1995, the Company's cash, equivalents and short-term investments
   increased by $17,619,000 resulting from the proceeds of the July 1995
   offering, offset in part by cash used in operations, the funding of equipment
   purchases and certain acquisitions.  At December 31, 1995, the Company had
   $31,632,000 in cash, cash equivalents and short-term investments.  To improve
   the yield on its cash and equivalent holdings, in 1995, the Company invested
   in financial instruments that are diversified among high credit quality
   securities.  These investments are reported at cost, which approximates
   market value, as short-term investments and cash equivalents.

   The Company's principal needs for cash are for investments in property and
   equipment and to fund working capital, primarily related to inventories and
   accounts receivable.  To support the Company's growth, capital expenditures
   for the year ended December 31, 1995 aggregated $5,785,000. The Company's
   working capital increased from $23,930,000 at December 31, 1994 to
   $68,915,000 at December 31, 1995. The Company funded an increase in
   inventories of $17,739,000 for the year ended December 31, 1995 to ensure
   that units were available for timely fulfillment of sales orders, including
   the purchase of certain longer lead-time parts.  In addition, accounts
   receivable increased by $10,831,000 for the year ended December 31, 1995 as a
   result of higher sales and the timing of certain collections.

   During the year ended December 31, 1995, the Company acquired the Canadian
   Caller ID business of TIE, acquired certain inventories, distribution rights
   and a trademark from SBT, acquired assets and assumed liabilities from G-
   Communications, Inc., and funded its portion of a joint venture arrangement
   entered into with Blau Marketing Technologies, Inc., investing a cumulative
   total of $3,921,000.

   The Company maintains a $4 million line of credit under a revolving loan
   agreement with a bank to meet short term cash requirements and to fund
   letters of credit in connection with commercial transactions.  The Company
   elected to reduce the credit line from $8 million to $4 million in the first
   quarter of 1995.  At December 31, 1995, $1 million of the line of credit was
   available to fund draw downs and letters of credit.  The loan agreement is
   subject to renewal on April 30, 1996.

   In order to meet the Company's anticipated needs for cash during the
   foreseeable future, including amounts required to fund working capital,
   infrastructure and systems and new product development, the Company will
   utilize existing cash, equivalents and short-term investments, line of credit
   availability and cash provided by operations.  In addition, on October 26,
   1995, the Board of Directors approved a stock repurchase program whereby the
   Company is authorized to repurchase from time to time up to 500,000 shares of
   its common stock not to exceed $10 million.  As of December 31, 1995, the
   Company had repurchased 15,000 shares for $210,000.

   Other

   The Company believes that inflation and changing prices have not had a
   material effect on the Company's revenues and profitability during the past
   three fiscal years.


   ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                    INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


   Independent Auditors' Report  . . . . . . . . . . . . . . . . . . . . . .  

   Consolidated Financial Statements:

        Consolidated Balance Sheets as of December 31, 1994 and 1995 . . . .  

        Consolidated Statements of Earnings for the Years Ended
          December 31, 1993, 1994 and 1995 . . . . . . . . . . . . . . . . .  

        Consolidated Statements of Stockholders' Equity for Years
          Ended December 31, 1993, 1994 and 1995 . . . . . . . . . . . . . .  

        Consolidated Statements of Cash Flows for the Years Ended
          December 31, 1993, 1994 and 1995 . . . . . . . . . . . . . . . . .  

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





   INDEPENDENT AUDITORS' REPORT

   Board of Directors and Stockholders
   Colonial Data Technologies Corp. 
   New Milford, Connecticut

   We have audited the accompanying consolidated balance sheets of Colonial Data
   Technologies Corp. (the "Company") as of December 31, 1994 and 1995, and the
   related consolidated statements of earnings, stockholders' equity, and cash
   flows for each of the three years in the period ended December 31, 1995. 
   These financial statements are the responsibility of the Company's
   management. Our responsibility is to express an opinion on these financial
   statements based on our audits.

   We conducted our audits in accordance with generally accepted auditing
   standards.  Those standards require that we plan and perform the audit to
   obtain reasonable assurance about whether the financial statements are free
   of material misstatement.  An audit includes examining, on a test basis,
   evidence supporting the amounts and disclosures in the financial statements. 
   An audit also includes assessing the accounting principles used and
   significant estimates made by management, as well as evaluating the overall
   financial statement presentation.  We believe that our audits provide a
   reasonable basis for our opinion.

   In our opinion, such consolidated financial statements present fairly, in all
   material respects, the financial position of Colonial Data Technologies Corp.
   as of December 31, 1994 and 1995, and the results of their operations and
   their cash flows for each of the three years in the period ended December 31,
   1995 in conformity with generally accepted accounting principles.



   Deloitte & Touche LLP

   Hartford, Connecticut
   January 26, 1996


                         COLONIAL DATA TECHNOLOGIES CORP.

              Consolidated Balance Sheets, December 31, 1994 and 1995
                         (In thousands, except share data)

    ASSETS                                         1994        1995
    CURRENT ASSETS:
      Cash and cash equivalents                 $14,013     $15,873
      Short-term investments                                 15,759
      Accounts receivable (net of
       allowance for doubtful accounts
       of $56 in 1994 and $332 in 1995)
       (Note 9)                                   5,102      16,069
      Inventories (Note 3)                        6,473      26,512
      Deferred income taxes (Note 6)                131         168
      Other assets                                  991         371
                                                _______     _______
         Total current assets                    26,710      74,752

    PROPERTY AND EQUIPMENT (Note 4):
      Leased                                      5,001       3,541
      Other                                         754       3,192
                                                _______     _______
         Total property and equipment             5,755       6,733

    DEFERRED INCOME TAXES (Note 6)                  668         599
    INTANGIBLE ASSETS                                           675
    INVESTMENTS (Note 2)                                      3,646
                                                _______     _______
    TOTAL ASSETS                                $33,133     $86,405
                                                _______     _______

    LIABILITIES AND STOCKHOLDERS' EQUITY
    CURRENT LIABILITIES:
      Accounts payable                          $ 1,497     $ 2,483
      Accrued expenses                              622       1,610
      Accrued royalties                             398         528
      Income taxes payable                          263         216
      Short-term borrowings (Note 5)                          1,000
                                                _______     _______
         Total current liabilities                2,780       5,837

    LONG-TERM BORROWINGS (Note 5)                 2,000
    COMMITMENTS AND CONTINGENCIES (Notes 8
    and 11)
    STOCKHOLDERS' EQUITY (Note 7):
      Common stock, par value $.01,
        authorized 20,000,000 shares,
        issued and outstanding 13,299,241
        shares in 1994; issued 15,432,484
        and outstanding 15,417,484 in 1995          133         154
      Additional paid-in capital                 22,142      62,059
      Retained earnings                           6,078      18,601
      Cumulative translation adjustment                         (36)
      Treasury stock, at cost, 15,000
        shares                                                 (210)
         Total stockholders' equity              28,353      80,568
                                                _______     _______

    TOTAL LIABILITIES AND STOCKHOLDERS'
    EQUITY                                      $33,133     $86,405
                                                _______     _______

    See notes to consolidated financial statements.


                         COLONIAL DATA TECHNOLOGIES CORP.

                        Consolidated Statements of Earnings
               For The Years Ended December 31, 1993, 1994 and 1995
                       (In thousands, except per share data)

                                          1993      1994       1995
    REVENUES (Note 9):
      Products                         $11,667   $22,016    $51,733
      Leases                             3,525    11,630     20,325
      Services                           2,247     3,183      2,136
                                       _______   _______    _______
         Total revenues                 17,439    36,829     74,194

    COST OF SALES:
      Products                           7,977    15,939     34,520
      Leases                             2,456     6,137      8,424
      Services                           1,771     2,152      1,296
                                       _______   _______    _______
         Total cost of sales            12,204    24,228     44,240
                                       _______   _______    _______
    GROSS PROFIT                         5,235    12,601     29,954

    OPERATING EXPENSES:

      General and administrative         1,938     3,182      4,984
      Selling and marketing                917     2,337      4,596
      Research and development             327       782      1,476
                                       _______   _______    _______
         Total operating expenses        3,182     6,301     11,056
                                       _______   _______    _______

    INCOME FROM OPERATIONS               2,053     6,300     18,898

    OTHER INCOME (EXPENSE):
      Investment income                      4        92      1,351
      Interest expense                    (105)     (224)       (39)
                                       _______   _______    _______
         Total other income               (101)     (132)     1,312
         (expense)                     _______   _______    _______

    INCOME BEFORE INCOME TAXES           1,952     6,168     20,210
    INCOME TAXES (Note 6)                  849     2,590      7,687
                                       _______   _______    _______
    NET INCOME                         $ 1,103   $ 3,578    $12,523
                                       _______   _______    _______

    PRIMARY AND FULLY DILUTED NET         $.10      $.30       $.85
     INCOME PER SHARE                  _______   _______    _______

    WEIGHTED AVERAGE SHARES:
      Primary                           10,867    11,731     14,709
                                       _______   _______    _______
      Fully diluted                     10,910    11,806     14,722
                                       _______   _______    _______

    See notes to consolidated financial statements.



                         COLONIAL DATA TECHNOLOGIES CORP.

                  Consolidated Statements of Stockholders' Equity
               For The Years Ended December 31, 1993, 1994 and 1995
                                  (In thousands)

                Common Stock
                ------------
               Shares          Additional           Cumulative
               Outst-   Par    Paid-in    Retained  Translation  Treasury
               anding   Value  Capital    Earnings  Adjustment   Stock    Total

    BALANCE,     9,823  $ 99   $ 3,329    $ 1,397                       $ 4,825
    December
    31, 1992

    Issuance       125             154                                      154
    of common
    stock due
    to exercise
    of stock
    options and
    warrants

    Net income                              1,103                         1,103
                ______  ____   _______    _______                       _______

    BALANCE,     9,948    99     3,483      2,500                         6,082
    December
    31, 1993

    Issuance     2,400    24    16,078                                   16,102
    of common
    stock, net
    of related
    costs
    (Note 7)

    Issuance       951    10     2,581                                    2,591
    of common
    stock due
    to exercise
    of stock
    options
    and warrants
    and related
    income tax
    benefit

    Net income                              3,578                         3,578
                ______  ____   _______    _______                       _______
 
    BALANCE,    13,299   133    22,142      6,078                        28,353
    December
    31, 1994

    Issuance     1,645    16    34,681                                   34,697
    of common
    stock, net
    of related
    costs
    (Note 7)

    Issuance       317     3     1,845                                    1,848
    of common
    stock due
    to exercise
    of stock
    options and
    warrants
    and related
    income tax
    benefit

    Issuance       171     2     3,391                                    3,393
    of shares
    shares to
    US Order,
    Inc. (Note 2)

    Acquisition    (15)                                      $(210)        (210)
    of treasury
    stock

    Net income                             12,523                        12,523

    Translation                                      $(36)                  (36)
    adjustments ______  ____   _______    _______    ____    _____      _______

    BALANCE,    15,417  $154   $62,059    $18,601    $(36)   $(210)     $80,568
    December
    31, 1995    ______  ____   _______    _______    ____    _____      _______

    See notes to consolidated financial statements.



                         COLONIAL DATA TECHNOLOGIES CORP.

                       Consolidated Statements of Cash Flows
               For The Years Ended December 31, 1993, 1994 and 1995
                                  (In thousands)


                                          1993      1994      1995
    CASH FLOWS FROM OPERATING
    ACTIVITIES:

     Net income                         $1,103   $ 3,578   $12,523

     Adjustments to reconcile net
      income to net cash provided by
      (used in) operating
      activities:

      Depreciation and amortization      1,808     4,159     4,990
      Loss on disposal of assets                     174
      Provision for bad debts                5        72       480

      Increase in reserve for               68        94       109
       inventories

      Deferred income taxes               (640)     (197)       32

      Changes in assets and
       liabilities:
       Accounts receivable                (493)   (1,765)  (10,831)
       Inventories                      (1,299)   (3,482)  (17,739)
       Prepaid expenses                    (55)      (20)     (213)
       Accounts payable                    657       603       614
       Income taxes receivable             582       843       889
        and payable

       Accrued liabilities                 449       311     1,036
                                        ______   _______   _______
       Net cash provided by (used in)    2,185     4,370    (8,110)
        operating activities

    CASH FLOWS FROM INVESTING
    ACTIVITIES:
     Capital expenditures:
      Leased equipment                  (4,043)   (6,453)   (3,123)
      Other equipment                     (242)     (363)   (2,662)
     Purchase of investments                               (22,836)

     Proceeds from sale of                                   7,077
       investments

     Purchase of subsidiaries, net                          (3,668)
       of cash acquired

     Other investments                                        (253)
                                        ______   _______   _______

     Net cash used in investing         (4,285)   (6,816)  (25,465)
       activities

    CASH FLOWS FROM FINANCING
    ACTIVITIES:
      Proceeds from issuance of            154    16,578    36,645
       common stock, net of related
       costs and related income tax
       benefit

      Payments to acquire treasury                            (210)
       stock

      Net proceeds (repayments) from     1,947      (130)   (1,000)
       borrowings                       ______   _______   _______

      Net cash provided by financing     2,101    16,448    35,435
       activities                       ______   _______   _______

    CASH AND CASH EQUIVALENTS:
      NET INCREASE                           1    14,002     1,860

      BEGINNING OF YEAR                     10        11    14,013
                                        ______   _______   _______
      END OF YEAR                       $   11   $14,013   $15,873
                                        ______   _______   _______

    See notes to consolidated financial statements.


                         COLONIAL DATA TECHNOLOGIES CORP.

                    Notes to Consolidated Financial Statements
               for the Years Ended December 31, 1993, 1994 AND 1995

   1.   BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        Business - Colonial Data Technologies Corp. together with its
        subsidiaries (the "Company") designs, develops and markets
        telecommunications products that support intelligent network services
        being developed and implemented by the regional Bell operating companies
        and other telephone operating companies.  Through its subsidiaries, the
        Company distributes small business systems with the Landmark [R] 
        trademark and high-end consumer equipment, including advanced cordless 
        products.  The Company also repairs and refurbishes telecommunications 
        products for commercial customers and provides other services that 
        support the development and implementation of intelligent network 
        services.

        Consolidation - The consolidated financial statements include the
        accounts of the Company after elimination of all intercompany balances
        and transactions.  Certain 1993 and 1994 amounts were reclassified to
        conform to the 1995 presentation.

        Revenue Recognition - Revenue is recorded when products and repair
        merchandise are shipped to the customer.  Lease revenue is recorded
        based on the units in service at the end of the prior month since these
        leases are cancelable at any time.

        Cash and Cash Equivalents - Cash and cash equivalents consist of cash
        and short-term investments with original maturities of three months or
        less.

        Short-term Investments - The Company reports its short-term investments
        in marketable securities as available-for-sale.  Realized gains or
        losses are determined on the first-in, first-out method and are
        reflected in net income.  Short-term investments are reported at cost
        which approximates fair value.

        Inventories - Inventories are stated at the lower of cost or market
        with cost determined on a weighted average basis.

        Property and Equipment - Property and equipment are stated at cost. 
        Depreciation and amortization are computed using the straight-line
        method based upon the estimated useful lives of the assets as follows:

        Category                      Years

        Leased equipment            1 1/2 - 2 
        Equipment                       3 - 7
        Molds and tools                 3 - 5
        Leasehold improvements          5 - 15
        Transportation equipment        3 - 10

        The cost and accumulated depreciation of assets sold or retired are
        removed from the respective accounts and any gain or loss is reflected
        in income.  Maintenance and repairs are charged to expense as incurred.

        Intangible Assets - The Company carries its intangible assets at cost
        which are amortized using the straight-line method over 5 to 15 years. 
        The Company considers the impairment of long-lived assets based on an
        assessment of the asset's ability to contribute to the profitability of
        the Company using estimates of expected future cash flows.

        Investments - The Company carries its investment in restricted US Order,
        Inc. common stock at its original cost.  The Company's investment in
        Worldwide Telecom Partners, Inc. is recorded using the equity basis of
        accounting.

        Income Taxes - Income taxes are computed on the basis of consolidated
        financial statement income.  Deferred income taxes reflect the tax
        effects of differences between the carrying amounts of assets and
        liabilities for financial reporting and the amounts used for income tax
        purposes.

        Net Income per Share - Net income per share of common stock is based
        upon the weighted average number of shares outstanding during the year. 
        Net income per share gives effect to the exercise of stock options and
        warrants using the treasury stock method.  Stock options and warrants
        are not considered in the calculation when they have an antidilutive
        effect.

        Estimates - In the preparation of financial statements, management makes
        certain estimates and assumptions primarily relating to the allowance
        for doubtful accounts, depreciable lives of property and equipment,
        sales returns and inventories.

   2.   ACQUISITIONS AND AGREEMENTS

        US Order, Inc.

        In April 1995, the Company entered into a stock exchange agreement with
        US Order, Inc. ("US Order") a strategic alliance partner for analog
        display services interface protocol capable "smart telephones".  Under
        the terms of the agreement, on the date of closing of a US Order public
        offering of equity securities, the Company exchanged unregistered common
        stock for 230,000 shares of US Order restricted common stock.  The value
        of this exchange was based on US Order's value at its initial public
        offering price and an equal value of the Company's common stock based on
        the average closing price for a specified period of time, as defined in
        the agreement, preceding the date of the exchange.  On June 2, 1995, US
        Order's initial public offering was effective at a price of $14.75 per
        share.  Accordingly, 170,743 shares of the Company's unregistered common
        stock were issued to US Order on June 9, 1995.

        The agreement provides for the Company and US Order to exchange on April
        15, 1996 the lesser of 200,000 shares of each company's common stock or
        $3 million of the Company's unregistered common stock, subject to
        certain conditions, for $3 million of US Order's restricted common
        stock. Each company's common stock will be valued at the average closing
        price of their respective common stock for a specified period of time,
        as defined in the agreement, preceding the date of the exchange.  Both
        companies will have certain "piggyback" registration rights and rights
        of first refusal with respect to each others' stock.

        Worldwide Telecom Partners, Inc.

        In May 1995, the Company acquired a 50% interest in a joint venture,
        Worldwide Telecom Partners, Inc.  The cost of this investment was not
        significant. The venture provides marketing services to the
        telecommunication industry. Accounts receivable and revenues for
        products sold to Worldwide Telecom Partners, Inc. as of and for the year
        ended December 31, 1995 are $1,496,000 and $2,813,000, respectively.

        CDT Canada Corp.

        In May 1995, the Company purchased the Canadian Caller ID business of
        TIE/communications, Inc. through an acquisition of certain assets.  The
        acquisition costs and operations purchased were not significant to the
        Company.  In connection with the acquisition, a newly-formed subsidiary,
        CDT Canada Corp. will manage the Company's Canadian operations, which
        will include a manufacturing, engineering and sales facility in
        Brampton, Ontario, Canada.

        Southwestern Bell Telecommunications, Inc. ("SBT") Agreement

        On November 8, 1995, the Company, through one of its subsidiaries,
        entered into an agreement with SBT for exclusive worldwide distribution
        rights to SBT's Landmark [R] small business telephone systems and 
        acquired the Landmark [R] trademark and inventory.  In addition, the 
        subsidiary received worldwide distribution rights to certain other small
        business-oriented products.

        G-tel Corp.

        In December 1995, the Company acquired assets and assumed liabilities
        from G-Communications, Inc. The acquisition costs and operations
        purchased were not significant to the Company.  In connection with the
        acquisition, a newly-formed subsidiary, G-tel Corp. will manage the
        subsidiary's operations, which will include a sales facility in
        Irwindale, California.


   3.   INVENTORIES

        Inventories consist of the following at December 31:

                                 1994         1995
                                 (in thousands)

       Raw materials           $  624      $ 8,447
       Finished goods           5,849       18,065
                               ______      _______
                               $6,473      $26,512
                               ______      _______



   4.   PROPERTY AND EQUIPMENT

        Property and equipment consists of the following at December 31:

                                        1994         1995
                                        (in thousands)   
                                              
       Leased equipment               $ 9,902     $10,033
       Equipment                         712        1,311

       Molds and tools                   756        1,264
       Leasehold improvements            333        1,171
       Transportation equipment          140        1,106
                                     _______      _______
                                      11,843       14,885

       Accumulated depreciation       (6,088)      (8,152)
                                     _______      _______
                                     $ 5,755      $ 6,733
                                     _______      _______


   5.   BORROWINGS

        On April 11, 1994, the Company entered into a loan agreement which
        increased its credit line from $3.5 million to $6 million.  On August
        29, 1994, the Company amended its revolving loan agreement to increase
        its credit line from $6 million to $8 million.  On February 22, 1995,
        the Company elected to amend its loan agreement and reduce its credit
        line from $8 million to $4 million.  The loan agreement is subject to
        renewal on April 30, 1996.  The loan is secured by substantially all of
        the Company's assets and bears interest at an annual rate of 1/4% above
        the bank's prime rate.  The bank's prime rate was 8 1/2% per annum at
        December 31, 1995.  The loan agreement contains restrictive covenants,
        the most significant of which are certain financial ratios and
        prohibition of dividends.

        Under the previous bank credit agreement that expired on April 30, 1994,
        the Connecticut Development Authority guaranteed 20% of the loan in an
        amount not to exceed $700,000.  The agreement provided that the Company
        may obtain letters of credit for overseas purchases or request cash
        advances.  The loan was secured by substantially all of the Company's
        assets and bore interest at an annual rate of 3/4% above the bank's
        prime rate.

        Cash paid for interest for the years ended December 31, 1993, 1994, and
        1995 was $93,000, $235,000 and $39,000, respectively.

   6.   INCOME TAXES

        Income taxes (benefit) consists of the following for the years ended
        December 31:

                             1993       1994      1995
                                 (in thousands) 

       Current:
         Federal           $1,073     $2,288    $6,326
         State                416        499     1,329
                           ______     ______    ______
                            1,489      2,787     7,655
       Deferred:

         Federal             (463)      (230)       17
         State               (177)        33        15
                           ______     ______    ______
                             (640)      (197)       32
                           ______     ______    ______
                           $  849     $2,590    $7,687
                           ______     ______    ______



        The net deferred income tax asset includes the following components at
        December 31:

                                                1994       1995
                                                 (in thousands)
       Current deferred income tax asset:
         Allowance for doubtful accounts        $ 21       $122

         Reserve for inventories                  18         43
         Accrued liabilities                     115         27
                                                ____       ____
                                                 154        192
       Current deferred income tax
       liability - prepaid expenses              (23)       (24)
                                                ____       ____

       Net current deferred income tax           131        168
       asset

       Noncurrent deferred income tax            668        599
       asset - depreciation                     ____       ____

       Total net deferred income tax            $799       $767
       asset                                    ____       ____




        A reconciliation between the income taxes computed by applying the
        federal statutory rate to income before income taxes to the actual
        income taxes is as follows:

                                            1993    1994    1995

       Federal income taxes at statutory     34%     34%     35%
       rate
       Nondeductible expenses                 1       1
       State income taxes - net of            9       6       4
       federal tax benefit
       Other                                 (1)      1      (1)
                                             ___     ___     ___
                                             43%     42%     38%
                                             ___     ___     ___


        Cash paid for income taxes for the years ended December 31, 1993, 1994,
        and 1995 was approximately $933,000, $1,944,000 and $6,197,000,
        respectively.


   7.   STOCKHOLDERS' EQUITY

        Stock Offerings

        On July 13, 1995, the Company completed a public offering of 2,645,000
        shares of the Company's common stock, of which 1,645,000 shares were
        issued by the Company and 1,000,000 shares were sold by certain selling
        stockholders. The net proceeds to the Company from the sale of the
        1,645,000 shares of common stock were approximately $34,697,000 after
        deducting the applicable issuance costs and expenses.

        On October 21, 1994, the Company completed a public offering of
        3,680,000 shares of the Company's common stock, of which 2,400,000
        shares were issued by the Company and 1,280,000 shares were sold by
        certain selling stockholders.  The net proceeds to the Company from the
        sale of the 2,400,000 shares of common stock were $16,102,000 after
        deducting the applicable issuance costs and expenses. 

        Stock Options

        The Company's board of directors authorized the issuance of options for
        purchase of common stock for key employees.  The options entitle the
        holder to purchase the Company's common stock at the fair market value
        at the date of grant.  There are 153,750 options issued and currently
        exercisable under the plan.  All such options expire at December 31,
        1996.

        The Company's board of directors as part of its 1994 Long-Term Incentive
        Plan authorized 500,000 stock options to be available for grants.  At
        December 31, 1995 there are 211,500 options granted to key employees,
        which entitle the holder to purchase the Company's common stock at a
        stated price.  The options vest periodically through 1999 and expire in
        2005.


        A summary of the changes in stock options is as follows:

                                       Exercise         Number
                                        Prices        of Shares

       Outstanding, December 31,
       1992                          $.21 - $3.00      1,249,870 
         Canceled                        $.21             (2,000)
         Exercised                       $.21             (3,000)
                                                       _________

       Outstanding, December 31,
       1993                          $.21 - $3.00      1,244,870 
         Granted                     $4.50 - $8.50       108,400 
         Canceled                    $.21 - $3.00       (116,526)
         Exercised                       $.21           (823,582)
                                                       _________
       Outstanding, December 31,
       1994                          $.21 - $8.50        413,162
         Granted                    $14.13 -$20.25       122,500
         Canceled                    $4.50 - $4.75       (13,000)
         Exercised                   $.21 - $4.50       (157,412)
                                                       _________
       Outstanding, December 31,
       1995                          $.21 - $20.25       365,250
                                                       _________


        Warrants

        The Company has warrants that expire March 31, 1997.  A summary of the
        changes in warrants is as follows:


                                         Exercise     Number of
                                          Prices       Shares

       Outstanding, December 31,
       1992                           $1.25 - $2.92      434,367

         Exercised                        $1.25         (122,250)
                                                        ________
       Outstanding, December 31,
       1993                           $1.25 - $2.92      312,117

         Exercised                    $1.25 - $2.92     (127,359)
                                                        ________
       Outstanding, December 31,
       1994                               $2.92          184,758

         Exercised                        $2.92         (160,088)
                                                        ________
       Outstanding, December 31,
       1995                               $2.92           24,670
                                                        ________


        Stock Repurchase Program

        In October 1995, the Board of Directors approved a stock repurchase
        program whereby the Company is authorized to repurchase from time to
        time up to 500,000 shares of its common stock not to exceed $10
        million.  As of December 31, 1995, the Company had repurchased 15,000 
        shares for $210,000.

        Preferred Stock

        In May 1995, the stockholders approved the Company's reincorporation
        into Delaware from Massachusetts.  As a result of this reincorporation,
        the Company's authorized class of preferred stock, of which no shares
        were issued and outstanding, was eliminated.  At December 31, 1994, the
        Company had authorized and unissued 6,250 shares of Series Preferred
        Stock with $.01 par value.

        New Accounting Pronouncement

        The Company has not adopted the recently issued Statement of Financial
        Accounting Standards No. 123, "Accounting for Stock-based Compensation,"
        ("SFAS 123") which is required to be adopted in the first quarter of
        1996.  The Company currently records compensation based on the
        provisions of Accounting Principles Board Opinion 25, "Accounting for
        Stock Issued to Employees," as allowed by SFAS 123.  Although the
        Company has not determined the ultimate impact of adopting SFAS 123 on
        its present disclosure, it does not believe, based on the number of
        options previously granted that the adoption will have a material impact
        on its current disclosure.

   8.   LEASES

        The Company leases facilities and equipment under noncancelable and
        cancelable lease arrangements.  The facility leases are for terms from
        one to nine years.  Rent expense under all operating leases was $65,000,
        $125,000 and $201,000 in 1993, 1994 and 1995, respectively.

        The Company leases its principal administrative, development and support
        facility which consists of approximately 63,000 square feet from Cee
        Associates Limited Partnership ("Cee").  The Company's lease includes an
        option to purchase the building at fair market value as defined in the
        lease at any time from July 1, 1999 until the expiration of the lease. 
        The rent is $2.20 per square foot per year plus taxes, operating
        expenses and insurance.  Cee is a partnership in which the Company is a
        general partner and certain directors and an officer of the Company are
        limited partners.  Rent expense paid to Cee was $65,000, $125,000 and
        $139,000 in 1993, 1994 and 1995, respectively.  In June 1994, the
        Company acquired and then sold at cost the industrial development bonds
        that were an obligation of the partnership to a company owned by certain
        directors of the Company for $550,000.


        Future minimum lease payments under noncancelable operating leases with
        initial or remaining terms in excess of one year at December 31, 1995
        were as follows:

                                     (In thousands)
         1996                            $  226
         1997                               171
         1998                               150
         1999                               139
         2000                               139
         2001-2004                          512
                                         ______
                                         $1,337
                                         ______


   9.   MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK

        Financial instruments that potentially subject the Company to credit
        risk consist principally of trade receivables.  The Company sells its
        products primarily to telephone operating companies and retailers in the
        United States.  The Company believes that the concentration of credit
        risk in its trade receivables is substantially mitigated by the
        Company's ongoing credit evaluation process.  The Company does not
        generally require collateral from customers.  The Company establishes an
        allowance for doubtful accounts based upon factors surrounding the
        credit risk of specific customers, historical trends and other
        information.  Historically, the Company has not incurred any significant
        credit related losses.

        During the years ended December 31, 1993, 1994 and 1995, 84%, 90% and
        96%, respectively, of the Company's revenues were derived from the sale
        and leasing of its Caller ID units.

        Revenues from three customers were approximately 29%, 19% and 11% of
        total revenues for the year ended December 31, 1995.  The Company had
        two customers which represented approximately 20% and 18% of total
        accounts receivable at December 31, 1995.

        Revenues from three customers were approximately 33%, 22% and 12% of
        total revenues for the year ended December 31, 1994.  The Company had
        three customers which represented approximately 27%, 22%, and 16% of
        total accounts receivable at December 31, 1994.

        Revenues from two customers were approximately 20% and 18% of total
        revenues for the year ended December 31, 1993.  The Company had two
        customers which represented approximately 42% and 20% of total accounts
        receivable at December 31, 1993.

   10.  BENEFIT PLAN

        On January 1, 1995, the Company originated a defined contribution plan
        ("Plan").  Participation in the Plan is available to employees who are
        at least twenty-one years of age and have six months of service. 
        Company contributions to the Plan are based on a percentage of employee
        contributions and were not significant for the year ended December 31,
        1995.

   11.  COMMITMENTS AND CONTINGENCIES

        The Company has a nonexclusive license with AT&T for a portion of its
        messaging technology used in the Company's Caller ID products.  For
        licensed products leased, sold or put in use, the Company pays a royalty
        to AT&T.  Royalty expense was $277,000, $684,000 and $1,129,000 for the
        years ended December 31, 1993, 1994 and 1995, respectively.

        The Company was contingently liable for outstanding letters of credit
        for overseas purchases or request cash advances totaling $700,000 and
        $2,050,000 at December 31, 1994 and 1995, respectively.

        The Company was informed that certain environmental contamination
        existed in the part of the Company's premises formerly occupied by
        another tenant and that the Connecticut Department of Environmental
        Protection has performed a clean-up and removed such contamination.  The
        Company has not received any notice of any violation of environmental
        laws or regulations by the Company or any notice of any claim against
        the Company associated with the contamination or clean-up at the
        premises.  The Company does not believe that the foregoing will have a
        material adverse effect on the Company's consolidated financial position
        or results of operations.

   12.  QUARTERLY FINANCIAL DATA - UNAUDITED

                         First   Second     Third   Fourth     Total
                           (In thousands, except per share data)
       Fiscal 1994
       Revenues         $6,043   $7,390    $9,957  $13,439   $36,829
       Gross profit      1,926    2,340     3,447    4,888    12,601
       Net income          495      568       981    1,534     3,578
       Net income
       per share        $  .04   $  .05    $  .09   $  .12    $  .30

       Fiscal 1995
       Revenues        $15,206  $18,308   $19,626  $21,054   $74,194
       Gross profit      6,105    7,504     8,181    8,164    29,954
       Net income        2,414    2,825     3,454    3,830    12,523
       Net income       
       per share       $   .18   $  .21    $  .23   $  .25    $  .85

        Net income per share numbers are not necessarily additive due to
        rounding differences.
        
                                     * * * * *


   ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
             FINANCIAL DISCLOSURE

   Not applicable.


   PART III

   ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

   The information required by Item 401 of Regulation S-K with respect to
   executive officers of the Company is included in Item 4A of this Form 10-K. 
   The information required by Item 401 of Regulation S-K with respect to the
   directors of the Company is incorporated by reference to the Company's
   definitive proxy statement (the "Definitive Proxy Statement") which will be
   filed with the Securities and Exchange Commission pursuant to Regulation 14A
   within 120 days after the end of the fiscal year covered by this Form 10-K. 


   ITEM 11.  EXECUTIVE COMPENSATION

   The information required by Item 402 of Regulation S-K is incorporated by
   reference to the Definitive Proxy Statement.

   ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   The information required by Item 403 of Regulation S-K is incorporated by
   reference to the Definitive Proxy Statement.

   ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   The information required by Item 404 of Regulation S-K is incorporated by
   reference to the Definitive Proxy Statement.


   PART IV

   ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

        (a)  1.   FINANCIAL STATEMENTS

                  See Item 8 of this Report

             2.   FINANCIAL STATEMENT SCHEDULES

                  See Item 8 of this Report

             3.   EXHIBITS  (* denotes filed herewith)

        3.1       Certificate of Incorporation of the Registrant (Incorporated
                  by reference to Exhibit 3.3 to the Registrant's Registration
                  Statement on Form 8-B, File No. 1-11057, as amended on July
                  11, 1995 by Amendment No. 1 thereto).

        3.2       By-laws of the Registrant (Incorporated by reference to
                  Exhibit 3.3 to the Registrant's Registration Statement on Form
                  8-B, File No. 1-11057, as amended on July 11, 1995 by
                  Amendment No. 1 thereto).

        4.1       Specimen Certificate for shares of Common Stock of the
                  Registrant (Incorporated by reference to Exhibit 4.1 to
                  Registrant's Registration Statement on Form S-2, File No. 33-
                  60033).

        4.2       Form of Representative's Warrants, as amended (Incorporated by
                  reference to Exhibit 4.3 to Registrant's Registration
                  Statement on Form S-4, File No. 33-30242).

        4.3       Form of Agreement Amending Representative's Warrants dated as
                  of May 30, 1989 entered into between Registrant and the
                  warrant holders (Incorporated by reference to Exhibit 2.10 to
                  the Registrant's Registration Statement on Form S-4, File No.
                  33-30242).

        10.1      Nonqualified Stock Option Substitution Agreement for Employees
                  of Registrant (Incorporated by reference to Exhibit 2.13 to
                  the Registrant's Registration Statement on Form S-4, File No.
                  33-30242).

        10.2      Technical Information and Patent License Agreement effective
                  as of August 1, 1987 by and between American Telephone and
                  Telegraph and the Registrant's Delaware subsidiary
                  (Incorporated by reference to Exhibit 1 to Registrant's Report
                  on Form 10-Q for the quarter ended September 30, 1989, No. 0-
                  15562).

        10.3      Certificate of Limited Partnership of Cee Associates Limited
                  Partnership (Incorporated by reference to Exhibit 8 to
                  Registrant's Report on Form 10-Q for the quarter ended
                  September 30, 1989, No. 0-15562).

        10.4      Loan Agreement dated September 2, 1983 by and between the
                  Connecticut Development Authority and Cee Associates Limited
                  Partnership (Incorporated by reference to Exhibit 9 to
                  Registrant's Report on Form 10-Q for the quarter ended
                  September 30, 1989, No. 0-15562).

        10.5      Indenture of Trust dated September 2, 1983 by and between the
                  Connecticut Development Authority and Citytrust, as Trustee
                  (Incorporated by reference to Exhibit 10 to Registrant's
                  Report on Form 10-Q for the quarter ended September 30, 1989,
                  No. 0-15562).

        10.6      Guaranty dated September 2, 1983 from Christos J. Totolis,
                  Robert J. Schock and Frederick Masotta in favor of Citytrust,
                  as Trustee (Incorporated by reference to Exhibit 12 to
                  Registrant's Report on Form 10-Q for the quarter ended
                  September 30, 1989, No. 0-15562).

        10.7      Agreement between US West Business Resources, Inc., as agent
                  for US West Communications, Inc., and the Registrant, as
                  amended by Amendment No. One, dated July 23, 1993
                  (Incorporated by reference to Exhibit 1 to Registrant's Report
                  on Form 10-Q for the quarter ended June 30, 1993, File No. 
                  0-15562).

        10.8      Loan and Security Agreement, dated April 11, 1994, between
                  Registrant's subsidiary and People's Bank (Incorporated by
                  reference to Exhibit 1 to Registrant's Report on Form 10-Q for
                  the quarter ended June 30, 1994, File No. 0-15562).

        10.9      Continuing Guaranty dated April 11, 1994 from the Registrant
                  to People's Bank (Incorporated by reference to Exhibit 4 to
                  Registrant's Report on Form 10-Q for the quarter ended June
                  30, 1994, File No. 0-15562).

        10.10     Application and Reimbursement Agreement for Irrevocable
                  Documentary Letter of Credit between the Registrant's
                  subsidiary and People's Bank (Incorporated by reference to
                  Exhibit 5 to Registrant's Report on Form 10-Q for the quarter
                  ended June 30, 1994, File No. 0-15562).

        10.11     Registrant's 1994 Long Term Incentive Plan (Incorporated by
                  reference to Exhibit 5 to Registrant's Report on Form 10-Q for
                  the quarter ended June 30, 1994, File No. 0-15562).

        10.12     Form of Incentive Stock Option Agreement (Incorporated by
                  reference to Exhibit 6 to Registrant's Report on Form 10-Q for
                  the quarter ended June 30, 1994, File No. 0-15562).

        10.13     First Amendment to Loan and Security Agreement, dated as of
                  August 29, 1994, between the Registrant's subsidiary and
                  People's Bank (Incorporated by reference to Exhibit 10.27 to
                  Registrant's Registration Statement on Form S-2, File No. 33-
                  84274).

        10.14     Form of Revolving Credit Note, dated August 29, 1994, from the
                  Registrant's subsidiary to People's Bank (Incorporated by
                  reference to Exhibit 10.28 to Registrant's Registration
                  Statement on Form S-2, File No. 33-84274).

        10.15     Confirmation of Continuing Guaranty, dated as of August 29,
                  1994 from the Registrant to People's Bank (Incorporated by
                  reference to Exhibit 10.29 to Registrant's Registration
                  Statement on Form S-2, File No. 33-84274).

        10.16     Strategic Alliance Agreement, dated September 1994, between
                  the Registrant and Standard Telecommunications, Ltd.
                  (Incorporated by reference to Exhibit 10.30 to Registrant's
                  Registration Statement on Form S-2, File No. 33-84274).

        10.17     Lease Agreement dated as of September 1, 1994 between Cee
                  Associates Limited Partnership and the Registrant's subsidiary
                  (Incorporated by reference to Exhibit 10.31 to Registrant's
                  Registration Statement on Form S-2, File No. 33-84274).

        10.18     Strategic Alliance Agreement, dated as of January 16, 1995,
                  between the Registrant and US Order (Incorporated by reference
                  to Exhibit 10.26 to Registrant's Report on Form 10-K of the
                  year ended December 31, 1994, File No. 0-15562).

        10.19     Amendment No. 2, dated September 29, 1994, to Agreement
                  between US West Communications, Inc. and the Registrant
                  (Incorporated by reference to Exhibit 10.27 to Registrant's
                  Report on Form 10-K of the year ended December 31, 1994, File
                  No. 0-15562).

        10.20     Letter evidencing amendment to credit facility dated March 24,
                  1995 from People's Bank to the Registrant's subsidiary
                  (Incorporated by reference to Exhibit 10 to Registrant's
                  Report on Form 10-Q for the quarter ended March 31, 1995, File
                  No. 0-15562).

        10.21     Stock Exchange Agreement by and among US Order, Inc. and the
                  Registrant dated as of April 6, 1995 (Incorporated by
                  reference to Exhibit 10.29 to Registrant's Registration
                  Statement on Form 8-B, File No. 1-11057).

        10.22     Joint Venture Agreement between Barry Blau & Partners, Inc.
                  and the Registrant dated as of May 16, 1995 (Incorporated by
                  reference to Exhibit 10.30 to Registrant's Registration
                  Statement on Form 8-B, File No. 1-11057, as amended on July
                  11, 1995 by Amendment No. 1 thereto).

        10.23     Sublease made as of May 1, 1995 between TIE/communications
                  Canada Inc. and CDT Canada Corp. (Incorporated by reference to
                  Exhibit 10.31 to Registrant's Registration Statement on Form
                  8-B, File No. 1-11057).

       *10.24     Listing Agreement dated January 26, 1996 between the
                  Registrant and NASDAQ National Market System.

       *10.25     Form of Incentive Stock Option Agreement pursuant to 1994
                  Long-Term Incentive Plan.

       *10.26     Registrant's 401(k) Plan.

       *21.       Significant Subsidiaries of the Registrant.

       *23.       Consent of Deloitte & Touche LLP.

       *27.       Financial Data Schedule.

        (b)       Reports on Form 8-K

                  No reports on Form 8-K were filed by the Registrant during the
                  fourth quarter of the fiscal year covered by this report.



                                   EXHIBIT INDEX

        10.24     Listing Agreement dated January 26, 1996 between the
                  Registrant and NASDAQ National Market System.

        10.25     Form of Incentive Stock Option Agreement pursuant to 1994
                  Long-Term Incentive Plan.

        10.26     Registrant's 401(k) Plan.

        21.       Significant Subsidiaries of the Registrant.

        23.       Consent of Deloitte & Touche LLP.

        27.       Financial Data Schedule.


                                    SIGNATURES


   Pursuant to the requirements of Section 13 or 15(d) 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.

                         COLONIAL DATA TECHNOLOGIES CORP.
                                   (Registrant)


                       By: /s/ Robert J. Schock                 March 22, 1996
                            Robert J. Schock                         Date    
                            President



   Pursuant to the requirements of the Securities Exchange Act of 1934, this
   report has been signed below by the following persons on behalf of the
   Registrant and in the capacities and on the dates indicated.


    /s/ Robert J. Schock            Chairman of the Board,  March 22, 1996
    Robert J. Schock                President, Chief
                                    Executive Officer,
                                    Director (Principal
                                    Executive Officer)

    /s/ John N. Giamalis            Vice President-         March 22, 1996
    John N. Giamalis                Finance, Treasurer,
                                    Secretary (Principal
                                    Financial Officer and
                                    Principal Accounting
                                    Officer)

    /s/ Timothy R. Welles           Executive Vice          March 22, 1996
    Timothy R. Welles               President, Chief
                                    Operating Officer,
                                    Director


    /s/ Walter M. Fiederowicz       Director                March 22, 1996
    Walter M. Fiederowicz

    /s/Frederick P. Masotta, Jr.    Director                March 22, 1996
    Frederick P. Masotta, Jr.

    /s/ Constantine S. Macricostas  Director                March 22, 1996
    Constantine S. Macricostas