Xedar Corporation
2500 Central Avenue
Boulder, CO 80301

March 20, 1997

Securities and Exchange Commission
Washington, D.C. 20549

Pursuant to the requirements of the Securities Exchange Act
of 1934, we are transmitting herewith the attached Form
10KSB.
The filing fee of $250.00 has been remitted by wire to the
Mellon Bank for our CIK account.

Sincerely,

Hans R. Bucher

Hans R. Bucher
President



U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
Form 10-KSB
(Mark One):
(x) Annual Report Under Section 13 or 15(d) of the Securities
    Exchange Act of 1934 [Fee Required] for the fiscal year ended
    December 28, 1996

or

( ) Transition Report Under Section 13 or 15(d) of the
    Securities Exchange Act of 1934 [No Fee Required]
    for the transition period from   to

Commission File Number  0-8356

XEDAR CORPORATION
(Name of small business issuer in its charter)

        Colorado

(State or other jurisdiction of incorporation or organization)

             84-0684753
(I.R.S. Employer Identification No.)

        2500 Central Avenue, Boulder, CO            80301
        (Address of principal executive offices)  (Zip Code)

Issuer's telephone number:      (303) 443-6441

Securities registered under Section 12(b) of the Exchange Act:  None
Title of each class   Name of each exchange on which registered
                                None


Securities registered under Section 12(g) of the Exchange Act:

Common Stock, No Par Value
(Title of class)


(Title of class)

Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act during the
past 12 months (or for such shorter period that the registrant
was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days.  Yes X No.

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B contained in this Form, and no
disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorpora ted by reference in Part III of this Form 10-KSB or
any amendment to this Form 10-KSB. [ X ]

State issuer's revenues for its most recent fiscal year $  797,144

State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the
stock was sold, or the average bid and asked prices of such stock,
as of a specified date within the past 60 days.
(See defin ition of affiliate in Rule 12b-2 of the Exchange Act).
$   697,205

Note - If determining whether a person is an affiliate will involve
an unreasonable effort and expense, the issuer may calculate the
aggregate market value of the common equity held by non-affiliates
on the basis of reasonable assumptions, if the ass umptions are stated.

(Applicable only to corporate registrants) State the number of shares
outstanding of each of the issuer's classes of common equity, as of
the latest practicable date _1,837,224 as of February 28, 1997


Documents incorporated by reference.  If the following documents
are incorporated by reference, briefly describe them and identify
the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into
which the document is incorporated: (1) any annual report to
security holders; (2) any proxy or information statement;
and (3) any prospectus filed pursuant to Rule 424(b) or (c) of
the Securities Act of 1933 (Securities Act).  The listed
documents should be clearly described for identification purposes
( e.g., annual report to security holders for fiscal year ended
December 24, 1990).


Transitional Small Business Disclosure
Format (Check one):
Yes     __  No.  _X_


DOCUMENTS INCORPORATED BY REFERENCE:

Part III - Company's definitive proxy statement to be filed
pursuant to Regulation 14 A relating to the annual meeting of
shareholders at which directors are to be elected.


*    The aggregate fair market value was determined by multiplying
the number of outstanding shares (excluding those shares held by
the Company's officers, directors and principal shareholders)
by $.50, the closing bid price of the Company's common stock
on February 28, 1997, such date being within 60 days prior to
the date of filing.



PART I


ITEM 1. DESCRIPTION OF BUSINESS

Business Development

Xedar Corporation (hereinafter referred to as the "Company") was
organized as a Colorado corporation on May 6, 1974.  During the
last three years, the business has remained constant in form and operation.

Business of Issuer

 The Company's principal business is the design, development,
fabrication and sale of high technology electro-optical equipment
and related electrical equipment, including devices such as cameras,
video systems, video amplifiers, image systems, electro-optical
transmissions, electrical test equipment, etc.

The Company's primary electro-optical equipment consists of its
line of CCD- ("Charge Coupled Devices") Cameras and related equipment.
These CCD-Cameras are used in medical X-ray diagnostic and procedural
applications as well as in scientific and research applications.
The operation and data display of these cameras is computer controlled
and the information displayed is on a digital computer that can be
computer manipulated.

The Company's other operations include OEM-manufacturing of
CCD-Cameras, engineering programs and single customer programs.

The Company is offering a pyro-electronic vidicon camera
("P.E.V. Camera") for sale to the general public.  The P.E.V. camera
is an advanced infrared thermal imaging television camera which
transmits and displays images created by heat on a television
monitor screen.  The display of heat on the television screen is
represented by varying shades of gray, from an almost white color
at higher temperatures to gray and black at lower temperatures.
The actual temperature of an object of interest is directly
measurable through the P.E.V. camera optical system, and the
emissivity corrected temperature reading is numerically displayed
in the television image.

General Production Programs and Products

The major portion of the Company's business includes the design,
development and production of CCD-Cameras for OEM customers.
These programs are in response to customer requirements and the
OEM-Production quantities are from a few cameras per year to several
hundred per year per customer.

Depending on the application and customer requirements,
the complexity, resolution and data rates of the CCD-Cameras vary.

The Company is presently offering the following range of cameras
in end user and OEM configurations:

Fiber Optic Coupled Cameras - In many applications, the use of
lens coupling from the image to the sensor is not suitable.
This is the case in applications where an image intensifier
output phosphor is to be imaged, or in X-ray imaging systems
where the light output of the X-ray converter screen is to be
imaged.  Lens coupling in these applications is possible, however,
at a great loss of the available light due to the low coupling
efficiency of a lens system.  For such applications, the Company
has developed a low cost technique to bond imaging (fiber-optic)
FO-Tapers or windows directly to the CCD.  The FO-Tapers can have
positive or negative magnification to match the field of view
required.  CCD-Cameras with FO-coupling are for demanding applications
in the scientific and medical field and require low dark current
at long integration times.  The Company has developed methods to
Peltier cool the CCD's working temperatures to as low as
-60 degrees Celsius.

Lens Coupled Cameras - Certain applications require lens coupling
to image the object.  The Company manufactures a wide range of OEM
and end user systems for such applications.  Besides a single board
camera with 1 million pixels of resolution, the Company is
manufacturing a complete camera with 4 million pixels of resolution.

Data Rates - The Company designs and manufactures CCD-Cameras with
readout data rates as low as 10 kHz and as high as 40 MHz.

Dynamic Range - The dynamic range of a camera is its ability to
resolve shades of gray.  This is accomplished by digitizing the
video output signal from the CCD.  The dynamic range of the
CCD-Cameras designed and manufactured by the Company range
from 10 BIT (1000:1 dynamic range) for fast readouts to
16 BIT (6500:1 dynamic range) for scientific application readouts.

Related Engineering - Most applications of CCD-Cameras require
data transmission from the Camera to the computer.
The Company has developed parallel data links to transmit
12 BIT digital information and has developed high speed FO-serial data links.

Engineering Programs

 The Company also develops proposals in response to a set of
specifications submitted by a potential customer for the development
of specific equipment or processes.  This effort may or may not
result in the development of a prototype device, depending on the
nature of the request.  The potential customer generally seeks to
obtain design capabilities for the manufacture of specific
electro-optical or related high technology devices.
Fees for the Company's design and development services are
often contingent upon execution of a contract with the customer for
the creation, production and manufacture of a designed prototype.

Single Customer Production Programs

In addition to its general production program, wherein the
Company manufactures certain of its products for general sale
to the public, the Company also produces specific products for
customers who have executed pre-production contracts or an
engineering contract, wherein the Company will produce the
product which it has developed and designed, which might be a
product which is not available for sale to the general public.

Marketing and Sales

The primary emphasis of the Company's marketing and sales
effort is the sale of O.E.M. cameras and to obtain engineering
and manufacturing contracts in related fields.

Contracts for engineering programs and single customer production
programs are usually negotiated on an ad hoc basis.
Potential customers include past customers, governmental agencies,
national laboratories and third party referrals.


Competition

The Company has incurred and will continue to incur competitive
pressure in all phases of its business.  Potential competitors
are numerous, have substantially more technical resources, and
possess financial, marketing and other resources superior to those
available to the Company.

In connection with the design of electro-optical equipment, numerous
national and multi-national electronic and aerospace companies
maintain in-house capabilities to compete with the Company on a
project basis.  The companies include Martin Marietta,
Ball Corporation, Sanders Corporation, Loral, Hughes and Boeing.
In addition, there are at least a dozen smaller specialty firms
who may compete with the Company on a contract/bid basis.
Although the Company's small size is often a disadvantage when
bidding on substantial projects, there is no objective manner
(price, warranty, services, etc.) to differentiate the Company's
design and development capabilities from those of its competitors.

In connection with the Company's CCD-Cameras, the Company
currently competes with Photometrics, Sierra Scientific,
Princeton Instruments and several others.  The Company
believes that competition in the CCD-Camera industry involves
such factors as performance, price and warranty.  In this
regard, the Company offers competitively priced systems with
state of the art performance from "no frills" subassemblies
to complete systems.

Additional Information

The Company's electro-optical equipment may be assembled from
components produced by various suppliers.  Although the components
are highly sophisticated devices, the Company is not dependent on
any single supplier including the supply of CCDs.

Although the Company requests down payments or earnest money
deposits and periodic performance payments from customers during
the fabrication of its products, there is no assurance that
customers will agree to make such payments.  Therefore,
the substantial period of time between commencement of assembly
and payment upon completion may subject the Company to increased
risks and additional working capital requirements.
For the fiscal years ended December 31, 1995 and
December 28, 1996, the Company expended $30,784 and $196,209
respectively, upon Company-sponsored research and development.
The Company offers research and development services on a fee
basis for its customers' products.  No revenue associated with
such services was earned in 1995 or 1996.

Compliance with federal, state and local provisions which have
been enacted or adopted regulating the discharge of materials
into the environment, or otherwise relating to the protection
of the environment, are not expected to have a material effect
on capital expenditures, earnings or the competitive position of the Company.

Employees

As of February 28, 1997, the Company employed seven persons,
including its president/treasurer, one engineer, two technicians
and three administrative personnel, full time.

ITEM 2. DESCRIPTION OF PROPERTY

The Company leases its office and plant facilities from Central
Avenue Investment, a general partnership, whose partners include
Hans Bucher, the Company's president and a director, and Marlis Bucher,
the Company's secretary.  The Company's facilities are located
at 2500 Central Avenue, Boulder, Colorado 80301 and consist of
approximately 6,895 square feet.  The Company has periodically
renewed and amended this lease and has committed to a three-year
term beginning September 15, 1996 with an option to renew for another
three years.  The monthly rental is $3,950.  On each anniversary date
of the lease, the lease payments will be adjusted for the percentage
increase in the consumer price index.  The Company believes that the
lease is fair and reasonable and on as beneficial terms as could be
obtained from any unaffiliated third party consistent with other
rentals assessed in the market area for similar facilities.


ITEM 3. LEGAL PROCEEDINGS

No material legal proceedings to which the Company is a party or
of which any of its property is the subject are pending and no such
proceedings are known by the Company to be contemplated.
The Company is not presently a party to any litigation or
administrative proceedings with respect to its compliance with
federal, state or local provisions which have been enacted
regarding the discharge of materials into the environment or
otherwise relating to the protection of the environment, and no such
proceedings are known by the Company to be contemplated.


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

No matter was submitted during the fourth quarter of the fiscal
year covered by this report to a vote of security holders, through
the solicitation of proxies or otherwise.

PART II


ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a)      The Company's common stock is traded in the over-the-counter
market.  The price ranges* (in fractions of one dollar) of the bid 
quotations of the Company's common stock during its last two fiscal 
years, as provided to the Company by local
stock brokerage firms, are set forth below:



1995       HIGH               $ 1 1/4      $ 1 1/4      $ 1 1/4     $ 1 1/4
           LOW                    3/4          3/4          3/4         3/4
1996       HIGH                 1 3/4        1 3/4        1 1/8       1 1/8
           LOW                    3/4          3/4          1/2         1/2
  QUARTER ENDING               MARCH 31       JUNE 30    SEPT. 30     DEC. 31
                                                                      DEC. 28


*  The quotations set forth herein are representative of inter-dealer prices. 
 Inter-dealer markets change throughout the day and do not include markup, 
markdown, or commissions.

(b) As of December 28, 1996, there were approximately 150 record holders
    of the Company's common stock.

(c) The Company has not paid any cash dividends to date.


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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

Sales and Gross Profits

During the past thirteen years, the Company had three basic sources 
of revenue: commercial products, design and development contracts, 
and single customer production programs.

Sales by product lines for 1995 and 1996 were (in thousands):

                                             1995             1996

Commercial Products                          $ 35              31
Design and Development Contracts              473             587
Single Customer Production Programs           789             179

                                          $ 1,297          $  797


Xedar product sales of $31,206 were 4% of sales in 1996 representing
a decrease of $4,312 as compared to 1995.  The marketing effort for
this product has been reduced since the sales potential for tube
based infrared cameras is insignificant.


Design and development contract sales increased to approximately
74% of sales in 1996 in comparison to 36% during 1995.  This
increase is primarily due to the completion of several engineering
contracts and a new contract.

Single Customer Production Program sales decreased in 1996 and
amounted to approximately 22% of 1996 sales in comparison to
61% in 1995.  This decline is primarily due to a cancellation
of a production contract.  No new production contracts were
obtained in 1996.

The Gross Profit of 21% for 1996 declined in comparison to
1995 where it was 41% due to reduced sales volume, lower profit
margins and lower absorption of overhead.

Research and Development

A total of $196,209 was expended during 1996 representing
approximately 25% of sales.  The funds were primarily directed
towards the development of high resolution, high speed video
processing for CCD cameras and the development of digital signal
processing electronics to take advantage of the multiple video
output capability of high speed, high resolution CCD's.
These developments are important to remain competitive in the
high speed, high resolution camera market.

Selling, General and Administrative Expenses

Selling, general and administrative expenses in 1996 amounted
to $250,526 as compared to $232,746 in 1995.  These expenses
increased by $18,000 due primarily to an increase in bad debt expense.

Interest, Rental and Miscellaneous Income

Interest, rental and miscellaneous income was $51,692 for
1996 and $36,050 for 1995 which came primarily from interest
earned on short-term cash investments.

Liquidity and Capital Resources

In recent years, the Company has financed its activities from
cash reserves and operations.  No bank financing has been used
since 1982.  As noted in the Statements of Cash Flows, cash levels
decreased from 1995 to 1996.  The net cash used by operations in
1996 was $93,051.  Cash balances were also reduced by capital
expenditures of $4,523 required for production, and expenditures
on patents of $1,425.

The Company has working capital of $1,405,617 and a current
ratio of approximately 14 to 1 at December 28, 1996.

The Company's liquidity position is necessary to maintain its
ability to conduct in house research and development enabling it
to compete in single customer contracts and to develop a commercial
product line in a highly volatile high technology market place.

Forward-Looking Statements

Except for the historical information contained herein, the
matters set forth in this 10-KSB are forward-looking statements
within the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995.  These forward-looking
statements are subject to risks and uncertainties that may cause
actual results to differ materially.  These risks are detailed from
time to time in the Company's periodic reports filed with the Securities
and Exchange Commission, including the Company's Annual Report
on Form 10-KSB, Quarterly Reports on Form 10-QSB and other periodic
filings.  These forward-looking statements speak only as of the
date hereof.  The Company disclaims any  intent or obligation to
update these forward-looking statements.

ITEM 7. FINANCIAL STATEMENTS


Independent Auditors' Report

The Board of Directors and Stockholders
Xedar Corporation:

We have audited the accompanying balance sheets of Xedar Corporation
as of December 31, 1995 and December 28, 1996, and the related
statements of operations, stockholders' equity, and cash flows
for the year ended December 31, 1995 and the 52 weeks ended
December 28, 1996.  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, the financial statements referred to above present
fairly, in all material respects, the financial position of
Xedar Corporation as of December 31, 1995 and December 28, 1996,
and the results of its operations and its cash flows for the year
ended December 31, 1995 and the 52 weeks ended December 28, 1996
in conformity with generally accepted accounting principles.



KPMG Peat Marwick LLP

Denver, Colorado
February 28, 1997


XEDAR CORPORATION
Balance Sheets
December 31, 1995 and December 28, 1996


Assets
                                     1995              1996

Current assets:

   Cash and cash equivalents       $ 1,209,296         1,110,297
        Trade accounts receivable,
        less allowance for doubtful
        accounts of $2,436 in 1995
        and $34,463 in 1996            157,415           261,176
        Interest receivable                  -             7,078
        Inventories (note 2)           283,187            54,029
        Prepaid expenses                 2,973             3,905
        Refundable income taxes              -            78,037

            Total current assets     1,652,871         1,514,522

Long-term receivable -
related party (note 3)                 178,957           170,629

Property and equipment (note 4)        152,785           127,481

Less accumulated depreciation         (114,908)         (102,253)
                                        37,877            25,228

Patents, net                            20,481            20,617

                                   $ 1,890,186         1,730,996


Liabilities and Stockholders' Equity


Current liabilities:
        Accounts payable:
              Trade                     38,328            24,762
              Related party (note 5)     3,854             4,950
        Accrued liabilities:
              Vacation                  29,996            31,002
              Payroll and commissions    8,602             8,271
              Payroll and other taxes    9,554             1,500
Advance billings                             -            38,420
        Income taxes payable            15,961                 -

          Total current liabilities    106,295           108,905

Stockholders' equity (note 6):
        Common stock, no par value.
        Authorized 5,000,000 shares;
        issued and outstanding
        1,837,224 shares in
        1995 and 1996
                                     1,617,617         1,617,617
        Additional paid-in capital          40                40
        Retained earnings              166,234             4,434


        Total stockholders' equity   1,783,891         1,622,091

Commitments (note 5)


                                   $ 1,890,186         1,730,996


See accompanying notes to financial statements.


XEDAR CORPORATION

Statements of Operations

Year Ended December 31, 1995 and 52 Weeks Ended December 28, 1996

                                       1995               1996


Sales (note 7)                       1,297,391          797,144
Cost of sales                          763,073          632,901

               Gross profit            534,318          164,243

Research and development expenses       30,784          196,209
Selling, general and
  administrative expenses              232,764          250,526


           Operating income (loss)     270,788         (282,492)


Interest and miscellaneous income       36,050           51,692


Earnings (loss) before income taxes    306,838         (230,800)

Income tax expense
(benefit) (note 8)                     122,000          (69,000)


          Net earnings (loss)        $ 184,838         (161,800)


Earnings (loss) per common share         $ .10             (.09)


See accompanying notes to financial statements.


XEDAR CORPORATION

Statements of Stockholders' Equity

Year Ended December 31, 1995 and 52 Weeks Ended December 28, 1996




                                                     Retained
                                        Additional   earnings      Total
                     Common Stock         paid in  (accumulated  stockholder's
                  Shares       Amount     capital    deficit)      equity
Balance
Dec. 31 1994    1,837,224    $ 1,617,617     40     (18,604)     1,599,053

Net earnings        -             -           -     184,838        184,838


Balance
Dec. 31 1995    1,837,224    $ 1,617,617     40     166,234      1,783,891

Net loss            -             -           -    (161,800)      (161,800)

Balance
Dec. 28 1996    1,837,224    $ 1,617,617     40       4,434      1,622,091

See accompanying notes to financial statements.



XEDAR CORPORATION

Statements of Cash Flows

Year Ended December 31, 1995 and 52 Weeks Ended December 28, 1996


                                                  1995         1996


Net earnings (loss)                            $ 184,838     (161,800)
Adjustments to reconcile net earnings (loss)
to net cash provided (used) by
operating activities:

    Depreciation of property and equipment        11,929       17,172
    Amortization of patents                          994        1,289
    Loss on write-off of patents                   7,511            -


    (Increase) decrease in assets:
         Trade accounts receivable                62,202     (103,761)
         Interest receivable                           -        7,078
         Inventories                              28,170      229,158
         Prepaid expenses                            930         (932)
         Refundable income taxes                  19,039      (78.037)

     Increase (decrease) in liabilities:
         Accounts payable                        (32,513)     (12,470)
         Accrued liabilities                      12,999       (7,379)
         Advance billings                              -       38,420
         Income taxes payable                     15,961      (15,961)

    Net cash provided (used)
    by operating activities                      311,960     (101,379)


Cash flows used in investing activities:
        Capital expenditures                    (16,126)       (4,523)
        Patent expenditures                     (20,481)       (1,425)
        Long-term receivable - related party     13,561         8,328

Net cash provided (used)
by investing activities                         (23,046)        2,380

Net increase (decrease) in
cash and cash equivalents                      288,914        (98,999)

Cash and cash equivalents
at beginning of year                           920,382      1,209,296

Cash and cash equivalents at end of year     1,209,296      1,110,297


Supplemental disclosure of cash
flow information - cash paid
during the year for income taxes                87,000         24,998


See accompanying notes to financial statements.



XEDAR CORPORATION

Notes to Financial Statements

December 31, 1995 and December 28, 1996


 (1)    Summary of Significant Accounting Policies

(a)     Nature of Operations

The Company's principal business is the design, development,
fabrication and sale of high technology electro-optical equipment
and related electrical equipment, including devices such as cameras,
video systems, video amplifiers, image systems, electro-optical 
transmissions, electrical test equipment, etc.  The Company's products 
are used in medical X-ray diagnostic and procedural applications as well 
as in scientific and research
applications.  The Company's other operations include OEM-manufacturing
of CCD-Cameras, engineering programs and single customer programs.

The Company's product lines include commercial products, design
and development contracts, and single customer production programs.
Sales for each of these product lines as a percentage of total
sales were 3%, 36% and 61%, respectively, during 1995, and
4%, 74% and 22%, respectively, during 1996.

The Company's customers are located primarily in Colorado.

(b)     Revenue Recognition

Sales of the Company's products are recognized upon shipment.
Revenue and the related expense from product development and
similar contracts are recognized when the products have been
delivered or services are performed under the terms of the contracts.
Certain sales which allow for the right of return are recorded as
deferred revenue until such right of return expires.

The Company also uses the percentage-of-completion method of
accounting for certain contracts.  Under this method, gross
profits on individual contracts are recorded on the basis of the
Company's estimates of the percentage of costs incurred to date
to estimated total costs for each contract.  The Company makes
revisions in its cost and profit estimates as required during the
course of the contract.  Such revisions are reflected in the
accounting period in which the relevant facts became apparent.
Estimated losses on contracts are accrued at the time losses on
such contracts become reasonably determinable.

If contract costs and estimated earnings exceed related billings
on an uncompleted contract, the difference is recorded as a current
asset, Construction in progress; if billings exceed related contract
costs plus estimated earnings on an uncompleted contract, the
difference is recorded as a current liability, advance billings.
The total billings in excess of costs plus estimated earnings at
December 28, 1996, were $38,420.


(c)     Cash and Cash Equivalents

Cash and cash equivalents of $553,000 and $844,463 at December 31, 1995
and December 28, 1996, respectively, consist of treasury bills.
For purposes of the statements of cash flows, the Company considers
all highly liquid debt instruments with original maturities of
three months or less to be cash equivalents.

(d)     Inventories

Inventories are stated at the lower of cost or market.  Cost is