UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C. 20549

                                 FORM 10-K

               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, 1996

                      Commission file number 0-17187

                        LOGIC DEVICES INCORPORATED
                       (Exact name of registrant as
                         specified in its charter)

         California                                      94-2893789
 (State of Incorporation)                             (I.R.S. Employer
                                                    Identification  No.)

                1320 Orleans Drive  Sunnyvale, CA  94086
                (Address of principal executive offices,
                           including Zip Code)

                             (408) 542-5400
                     (Registrant's telephone number,
                           including Area Code)

        Securities registered pursuant to Section 12(b) of the Act

     Title  of  Class              Name of each exchange on which registered

            NONE                                     NONE

        Securities registered pursuant to Section 12(g) of the Act

                      Common Stock, without par value
                             (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. [   ]

 The aggregate market value of voting stock  held  by non-affiliates of the
 registrant on March 31, 1997 was approximately $14,730,461.  On that date,
 there were 6,121,750 shares of Common Stock issued and outstanding.

 Documents Incorporated By Reference:  Proxy Statement  for the 1997 Annual
 Meeting of Shareholders.

                                Page  of 44
                      Exhibit List Appears at Page 41
<PAGE>
                                  PART I

 ITEM 1. BUSINESS

 General Development of the Business

     Logic  Devices  Incorporated  (the  "Company")  develops  and  markets
 high-performance  digital  integrated  circuits.  The Company's  circuits
 address   applications   which   require   high  computational   speeds,
 high-reliability, high levels of circuit integration (complexity), and low
 power consumption.  The Company's circuits are  incorporated into products
 manufactured by OEMs and utilized in high-speed electronic  computational
 applications  in  digital  signal  processing, video image processing, and
 telecommunication.  The Company's product  strategy  is  to  develop  and
 market  industry  standard  circuits  which offer superior performance, as
 well as proprietary circuits to meet specific customer needs.

     The Company currently offers products  in  two areas: (1) DSP (digital
 signal  processing)  circuits  consisting of high-performance  arithmetic
 computational functions (multipliers,  arithmetic-  logic  units  "ALUs",
 special   math   functions   applicable   to  digital  signal  processing
 computations, and programmable DSP multiple  processors  units)  ; and (2)
 high-speed  SRAMs  (static  random access memories) including FIFO (first
 in/first out) memories.  As of  December  31, 1996, the Company offered 45
 products which are sold to a diverse customer base.  With the multiplicity
 of packaging and performance options, the 45  basic  products  result  in
 nearly 600 catalog items.

     The  Company's  products  are  designed  to  replace existing industry
 standard integrated circuits while offering superior  performance,  lower
 power  consumption,  and   reduced cost.  Proprietary catalog products are
 developed by the Company to  address specific functional application needs
 or performance levels that are  not otherwise commercially available.  The
 Company seeks to provide related groups of circuits that OEMs purchase for
 incorporation into high-performance electronic systems.

     The Company relies on third party silicon foundries to process silicon
 wafers, each wafer having up to several  hundred  integrated circuits of a
 given Company design, from which finished products  are  then  assembled.
 The  Company's  strategy  is  to outsource wafer processing to third party
 foundries  in  order  to  avoid the  substantial  investment  in  capital
 equipment  required  to establish  a  wafer  fabrication  facility.   See
 "Business -- Background."  The Company works closely with the foundries in
 order to take advantage  of their processing capabilities and continues to
 explore and develop additional  foundry relationships in order to minimize
 its dependence on any single relationship.

     The Company markets its products  worldwide  through  its  own  direct
 sales force, a network of 34 national and international independent sales
 representatives, and 21 international and domestic distributors.  In 1996,
 approximately  48%  of  the Company's net revenues were derived from OEMs,
 while  sales through foreign  and  domestic  distributors  accounted  for
 approximately  52% of net revenues.  Among the Company's OEM customers are
 Loral  Systems  Inc.,   Honeywell,   ADC   Telecommunications,  Solectron
 Corporation,  Boston  Technology,  General Dynamics  Corporation,  Litton
 Applied Technology, Acuson Corporation,  DSC  Communications  Corporation,
 Hewlett Packard, Advanced Technology Laboratories, Inc. and Scitex  Video
 Systems.    Approximately   80%   of  the  Company's  net  revenues  have
 historically been derived from the United  States  and  approximately  20%
 have been derived from foreign sales.

     The Company was incorporated under the laws of the State of California
 in  April  1983.   The  Company's  principal  offices are located at 1320
 Orleans Drive, Sunnyvale, California 94089, and  its  telephone  number is
 (408) 542-5400.
<PAGE>
 Background

     The  semiconductor  industry  continues  to evolve rapid increases  in
 system complexity and performance.  In recent years, the challenges to the
 industry  have  been  innovative  product  definition,   timely   product
 development,   customer  application  support,  and  the  heavy  capital
 investment required  to  establish  semiconductor  fabrication facilities.
 Advances   in   chip  fabrication  technology  have  resulted   in   the
 specialization of skills  within the semiconductor industry between system
 and  circuit  design  expertise,  and  semiconductor  processing  skills.
 Selected opportunities have  emerged  for  semiconductor  companies  which
 focus on product definition, advanced design techniques, customer service,
 and  utilization of third parties for wafer fabrication.  The Company has
 focused  its  product  strategy  on  the  development  of high-performance
 integrated   circuits   based   on   CMOS   (Complementary  Metal  Oxide
 Semiconductor) process technology for selected markets and applications.

     The   semiconductor   industry   is  intensely  competitive   and   is
 characterized  by  rapid  technological  change,   product  obsolescence,
 fluctuations  in  both  demand  and  capacity, and price erosion.   These
 factors can obsolete processes and products currently utilized or produced
 by  the  Company.   In such cases, the Company  is  required  to  develop
 products utilizing new  processes  and  to  either integrate such products
 into its existing foundry relationships or establish new foundry sources.
 Product Development and Production Strategy

     The  Company  utilizes  several  strategies  that   it   believes,  in
 combination, are unique in the industry:

     1.   Wafer Foundry Strategy - To minimize the amount of capital  which
 the  Company  must  employ  and to allow the Company to specialize on its
 strengths in product definition,  design,  and  development,  the  Company
 seeks to establish relationships with wafer foundry suppliers rather  than
 build  and  operate  capital  intensive,  technologically demanding wafer
 fabrication facilities.

     2.    One  Upmanship  Product  Strategy  - To  enhance  the  Company's
 probability  of  successfully  introducing  new products,  a  significant
 percentage  of  the  Company's  product development  is  directed  toward
 implementation of higher performance,  lower  power  consumption and lower
 cost versions of established industry standard products.  This focus tends
 to ensure that at least some minimal level of market and financial success
 will be quickly realized which could not otherwise be  guaranteed  when  a
 company  attempts  to pioneer a revolutionary new product or market area.
 Conversely, an increasing  percentage of the Company's product development
 is targeted towards unique products  which  offer larger potential returns
 but require more time to develop market acceptance.

     3.    Structured  Custom Design Methodology  -  The  Company's  design
 approach offers the benefits of full custom circuit design including small
 chip size, high speed operation,  and  low  operating  power  consumption,
 coupled  with  the  short  product  development  cycle  and reduced costs
 associated with semicustom design approaches.  With this methodology  the
 Company  has  developed leadership performance products with a smaller R&D
 budget than others within the industry.

     4.   Development  of  Synergistic  Families  of Products - The Company
 attempts to develop synergistic families of products  that can be sold and
 utilized  together  to  address  the requirements of targeted  end-market
 applications.  This increases the productivity  of  the  Company's  sales
 efforts and maximizes the leverage of the Company's technical expertise.

     5.    Niche  Markets - The Company focuses on product and market areas
 that are not well  served by strong established competitors and has sought
 to become the dominant supplier in high performance DSP and high precision
 digital video processing applications.

     6.   Product Mix  -  The  Company seeks to balance the mix of products
 produced to include products that: a) generate substantial profit margins;
 or b) generate unit volumes to  a level sufficient to feed a sales network
 with high volume sales opportunities,  to absorb fixed overhead costs over
 a  large enough quantity of units to support  first  class  manufacturing
 resources,  and  to  position  the Company as a valued foundry customer by
 generating a reasonable and steady volume of wafer requirements.

     7.   Employee Development -  The Company prefers to internally develop
  and  train  key  personnel  in  sales  and   marketing,  engineering  and
 manufacturing as opposed to hiring outside experts.  This  strategy allows
 the Company to mold the critical skill contributors within the  Company to
 fit  the  unique environment, strengths, and limitations of the Company's
 position as it evolves.

     8.   Financial  Commitments  -  The  Company  employs  a  conservative
 financial  perspective  when  committing  to  any  single new product  or
 internal  resource.   The  Company  does  not intentionally  undertake  a
 direction or activity that encompasses a bet-the-Company risk.

 Products

     The Company offers industry standard and proprietary catalog circuits.
 The Company's standard catalog products are  designed  to replace existing
 industry standard products by providing superior performance,  lower power
 consumption, and reduced cost.  Proprietary catalog products are developed
 by the Company to address specific requirements not otherwise commercially
 available in the marketplace.

     The   Company's  products  address  applications  which  require  high
 computational  speeds,  high  levels  of function circuit integration, low
 power  consumption, and high reliability.   The  Company's  products  are
 utilized  in  high-speed  industrial  computing  and  DSP  applications in
 computers,   broadcast   and   medical   video   image  processing,  and
 telecommunications systems.  The Company's circuits  are  incorporated  by
 OEMs  into  products  which  are then sold to end users.  Examples of the
 types  of  products which utilize  the  Company's  circuits  include  the
 following: 1)   In the long-distance telephone market, an OEM incorporates
 a Company produced  circuit  into a telecommunications product produced by
 the OEM and sold to long distance carriers.  This product removes the echo
 otherwise experienced in long  distance  telephone calls.  2) In the video
 image processing market, the Company's circuits  are  utilized in products
 that create video special effects for the television broadcast  industry.
 3) In the medical market, ultrasound and x-ray medical images are enhanced
 using  the  Company's  circuits.   4)  In the military market, the Company
 supplies arithmetic components used in night  vision  and tactical missile
 guidance control systems.

     A tabular presentation of these products is as follows:

 Markets:           Products:        Applications:        Customers:
 Telecommunications Custom Products
                    Video Functions
                    Programmable DSP Echo Cancellation
                                     Trunkline Multiplexing
                                     Digital Filters
                                     Tone Decoding        DSC Communications,
                                                          SDX, Intellicall Inc.,
                                                          Estek.
 Broadcast Video
 Transmission       Video Functions  Special Effects Generation
                                     Film Editing
                                     Time Base Correctors
                                     Character Generators Scitex, ADC, Data 
                                                          Translation, Pinnacle,
                                                          Quantel, Snell &
                                                          Wilcox, GVC

 Instrumentation   Math Functions     Spectrum Analyzers
                                      Waveform Generators
                                      Emulators
                                      Assembly/Inspection
                                      Equipment           Acumen, KLA, Tencor,
                                                          Tektronics

 Medical Imaging    Math Functions    Ultrasound
                                      Magnetic Resonance  Acuson, ATL
                                                          Siemans
 Military           SRAM
                    Math Functions    Radar/Sonar
                                      Missile Guidance
                                      Secure Communications General  Dymamics,
                                                          Hughes, ITT Litton,
                                                          Loral, Martin 
                                                          Marietta, McDonnell
                                                          Douglas, TI, Northrop

     Digital Signal Processing Applications

     Digital  Signal  Processing  ("DSP") involves converting light, sound,
 and other natural occurring analog  waveforms  into  a  stream  of digital
 values  which  may  be  processed,  manipulated, exchanged, or sorted  by
 electronic systems.  DSP provides many  advantages,  including:   i)  the
 ability  to  process  and  manipulate  digital  data  with consistency and
 precision; ii) the ability to store and recall information;  and  iii) the
 ability  to  extract  information content and compress the amount of data
 which must be stored, processed,  or  transmitted.   Manipulation  of  the
 video images and speech requires signal processing at rates and precision
 that are not practical with analog technology or general purpose (non-DSP)
 processors.  DSP is an important technology for future generations of many
 emerging product technologies.

     During  1995,  the  Company  acquired  the  assets  of the former STAR
 Semiconductor Corporation.  As a result of this acquisition  the  Company
 has  added  the  STAR programmable digital signal processor to its product
 line.   The  STAR  processor   is   particularly   suited   to   various
 telecommunications applications.

     Arithmetic  Computational  Functions.  The Company offers a broad line
 of  high  speed computational functions  ranging  from  high  performance
 arithmetic building  blocks  to  more  highly  integrated  and specialized
 functions.   The  Company's building block products are configured  in  a
 myriad  of  ways  by  DSP   system   designers  to  implement  very  high
 computational throughput mathematical functions  that  perform  common DSP
 algorithms.   The  Company's  more  highly  integrated  function specific
 compute  engines  implement  the  most  commonly  required  video   image
 processing  functions  into  cost effective single chip solutions.  These
 products integrate multiple instances  of  the  Company's  building  block
 arithmetic  functions,  as  well  as  significant blocks of the Company's
 static memory technology to provide otherwise unachievable performance and
 cost benefits.

     High-Speed Static Random Access Memories

     SRAMs are used for the high-speed storage  and  retrieval  of  data in
 electronic systems.  SRAMs enable faster storage and retrieve information
 than  DRAMs  (dynamic  random  access  memories).   While  SRAMs  are more
 convenient to utilize than DRAMs, they also are more costly (for a  given
 number  of  bits  stored)  due  to  greater  internal  circuit complexity.
 Because a computer may read from or write to its memory  several  times to
 complete  a  single  software  instruction,  high-performance systems are
 sensitive  to  memory  performance  as a critical factor  in  determining
 overall system performance.

     Data stored in a typical computer  is  segmented  into  a hierarchy of
 memory  types  to  maximize  performance consistent with reasonable  cost
 constraints.  Low-cost but relatively slow DRAMs are used in "main memory"
 to store large amounts of data  very economically.  Faster but more costly
 SRAMs serve as "cache memory" to  store  limited  amounts of the data most
 frequently required by the computer as it executes  its  programs.   SRAMs
 are produced in a wide variety of capacities (densities) and organizations
 (number  of bits available in a single memory access), which collectively
 result in a  large product matrix.  This resulting product differentiation
 creates opportunities  for higher pricing and somewhat longer product life
 cycles than DRAMs.  However,  as  high  performance processors have driven
 the demand for SRAMs, the market has become increasingly competitive.

     The Company's current SRAM products,  with  densities ranging from 16K
 bits   to  1024K (K = 1024 or one megabit) bits, generally  are  targeted
 toward high-speed applications which are experiencing high rates of growth
 in unit demand  due  to  sharply  increasing  usage  of  cache  memory  in
 conjunction with 32-bit microprocessors.

     FIFO Memory Products

     FIFO  (First-In/First-Out)  memory products are frequently utilized at
 the input and output of DSP systems to handle any mismatches between which
 input data is available or output data is expected relative to the rate of
 which signals can be digitally processed.  FIFOs incorporate many elements
 of  the Company's memory design expertise  and  are  synergistic  to  the
 Company's DSP customer base.

 Products In Development

     The  Company  has historically experienced a close correlation between
 its success in introducing  new  products and increases in revenues.  As a
 result, the Company is committed to  a  high  level  of product design and
 development activity.  During 1996, the Company committed  in  excess  of
 $2.5 million to purchase design automation tools and to expand its product
 development  group  in  order  to  accelerate  the  rate  of  new  product
 development.  During 1997, the Company is focusing its product development
 efforts on two target areas:  (1) DSP circuits that address the broadcast,
 studio,   and  production  quality  audio  and  video  image  processing
 requirements,  and  (2)  products utilizing the Company's SRAM technology.
 The Company must also investing  heavily in the re-tooling of its existing
 product families to develop additional wafer fabrication sources.

     With the benefit of on-going customer input resulting from its current
 video image processing products, the  Company  has  a  number  of  new DSP
 product opportunities which it will  undertake to develop in 1997.   These
 products  generally  would  be utilized in conjunction with the Company's
 current  DSP  products  to  further   facilitate  high  precision  signal
 processing.  At current resource levels  the Company does not expect to be
 able  to  complete  all  of the new product opportunities  which  it  has
 identified.   The  level  of product  development  expenditures  will  be
 dependent on the Company's success in meeting its financial objectives.

     The  Company  is  increasingly   developing  more  specialized  memory
 products, as well as  implementing certain  memory  functions  that  work
 with,  and  compliment,  certain   of  the  Company's  DSP  computational
 functions.

 Wafer Fabrication Technology

     The  Company  relies  on  third  party  silicon  foundries  to produce
 processed wafers from mask patterns designed by the Company.   Through its
 wafer   suppliers,  the  Company  has  access  to  advanced  high-speed,
 high-density  CMOS  process technology, without the significant investment
 in  capital equipment  and  facilities  required  to  establish  a  wafer
 fabrication  facility.   Products  developed  in 1997 will utilize process
 technology with effective channel lengths under  0.5 micron.  Coupled with
 the  Company's  design methodology and experience in  high-speed  circuit
 design, this technology  has  allowed  the Company to create products that
 offer high computational speeds, high reliability,  high levels of circuit
 integration (complexity) and low power consumption.

     The  Company  currently is dependent on two silicon  foundry  sources.
 Wafers are processed  to  pre-agreed  specifications to produce integrated
 circuits designed by the Company.  There  can  be  no  assurance that such
 relationships will continue to be on terms satisfactory  to  the  Company.
 Except  for  its  relationship  with Zentrum Mikroelektronik Dresden GmbH
 (ZMD), the Company's foundry sources  do  not  guarantee minimum supplies.
 During 1995 the Company's revenues were limited by its inability to obtain
 adequate quantities of processed wafers.    See  "Management's  Discussion
 and  Analysis  of  Financial  Condition  and  Results  of  Operations  --
 Overview."

 Production, Assembly and Test

     The  Company's  production  operations  consist of quality inspection,
 functional and parametric  wafer testing, package  marking,  hot  and cold
 testing,  final  inspection,  and  shipment.   During  1996,  the Company
 committed  in  excess  of  $2.5 million to purchase  new test and package
 handling equipment to enable  it  to produce the advance products which it
 is  now  developing.  As is customary  in  the  industry,  the  Company's
 commercial grade plastic package devices are wafer tested and then shipped
 to high-volume  assembly  subcontractors  in  the  Far  East for assembly.
 Thereafter, the assembled devices are returned to the Company  for  final
 testing  and  shipment  to  customers.   The Company continues to test raw
 material through finished product at various  stages  in the manufacturing
 process utilizing automated test equipment capable of volume production.

 Marketing, Sales and Customers

     The  Company  markets  its  products  worldwide  to a broad  range  of
 customers  through its own sales efforts, a network of  34  national  and
 international  independent  sales  representatives,  and  20  electronics
 distributors.   The  Company  concentrates its direct marketing efforts on
 the  high-performance  segments  of   the   telecommunication,  military,
 industrial, and computer markets in applications  where high-speed and low
 power consumption are critical.  Among the Company's  OEM  customers  are
 Loral   Systems   Inc.,   Honeywell,  ADC  Telecommunications,  Solectron
 Corporation,  Boston Technology,  General  Dynamics  Corporation,  Litton
 Applied Technology,  Acuson  Corporation,  DSC Communications Corporation,
 Hewlett Packard, Advanced Technology Laboratories,  Inc.  and Scitex Video
 Systems.

     The Company coordinates sales from its Sunnyvale, California facility.
 The  Company  also  maintains regional sales offices in Somersville,  New
 Jersey and Tampa-St. Petersburg,  Florida  as well as a field applications
 support offices in Newton, Connecticut to serve  the  East  Coast  and San
 Diego,  California to serve the West Coast.  The Company also has a sales
 office in  Warminster,  England  to  support  the Company's European sales
 activities.  The Company's sales managers direct  the  activities  of  the
 independent sales representative firms and focus on major target accounts.
 Sales  representatives  obtain  orders on an agency basis and the Company
 ships  directly  to  its  customers.    Sales   representatives   receive
 commissions on sales within their territories.  Distributors purchase  the
 Company's  products  for  resale  generally  to  a broad base of small to
 medium-size customers.  North America is serviced by  five  regional  and
 national  distributors.   As  is  customary  in  the  industry,  domestic
 distributors  are  entitled  to  certain  price  rebates and limited stock
 rotation  rights,  for  which  the Company has made a  provision  in  its
 consolidated financial statements.    During  1996 and 1995, sales through
 both international and domestic distributors accounted  for  approximately
 52%  and  55%  of  net  sales,  respectively, while direct sales to  OEMs
 accounted for approximately 48% and 45%, respectively, of net sales.

     In 1996, no one customer accounted  for more than 10% of net revenues.
 In 1995, three customers each accounted for  10%  or more of net revenues:
 All American Semiconductor, Inc. accounted for 13%, Bell Microelectronics,
 Inc. accounted for 13%, and Milgray Electronics, Inc. accounted for 10% of
 net revenues.

     International  sales  are  conducted  by  sales  representatives   and
 distributors  located  in Japan, Canada, United Kingdom, Germany, France,
 Italy, Netherlands, Sweden, Finland, Hong Kong, Israel, Korea, Taiwan, and
 Singapore.  During 1996,  1995,  and 1994, the Company's export sales were
 approximately 27%, 20%, and 18%, respectively, of net sales.  See  Note 11
 in "Notes to the Financial Statements"  contained  in  Item  8 below.  The
 Company's  international  sales  are billed in United States dollars  and
 therefore  settlements  are not directly  subject  to  currency  exchange
 fluctuations.  However, changes  in  the  relative value of the dollar may
 create  pricing  pressures  for the Company's  products.    Although  the
 Company's international sales  are subject to certain export restrictions,
 including  the Export Administration  Amendments  Act  of  1985  and  the
 regulations promulgated  thereunder,  the  Company has not experienced any
 material difficulties because of these restrictions.

     The   Company's  domestic  distributors  generally   market   products
 competitive  with the Company's products.  The Company's independent sales
 representatives and foreign distributors also may represent competitors of
 the Company.

     The Company  warrants  its  products  against defects in materials and
 workmanship for a period of 12 months from the date of shipment.  Warranty
 expenses to date have been nominal.

 Backlog

     As  of  December  31, 1996, the Company's  backlog  was  approximately
 $1,565,900 and was approximately  $8,356,800 as of December 31, 1995.  The
 Company includes in its backlog all  released  purchase  orders  shippable
 within the following 18 months, including orders from distributors.   The
 Company's  backlog,  although  useful  for scheduling production, does not
 represent actual sales and the backlog at  any  particular time should not
 be  used as a measure of future sales or revenues.   In  accordance  with
 accepted  industry  practice,  orders  in  the  backlog  are  subject  to
 cancellation  without  penalty  at the option of the purchaser at any time
 prior to shipment and to changes  in delivery schedules and do not reflect
 price adjustments that may be passed  on  to  distributors and credits for
 returned products.  The Company produces certain catalog products that may
 be shipped from inventory within a short time after  receipt of a purchase
 order.   The  Company's  business  for  its  catalog products,  like  the
 businesses  of  many  companies  in  the  semiconductor   industry,   is
 characterized  by  short-term orders and shipment schedules rather than by
 volume purchase contracts.

 Research and Development

     The Company's engineering  staff  is  involved  in  the design of both
 systems  and  integrated  circuits.   During  1996,  the Company  sharply
 increased its product development team and committed to the acquisition of
 software  design automation tolls in order to increase the  rate  of  new
 product development.   In  1996,  the  Company's  development efforts were
 focused on the development of new digital processing circuits that address
 video image processing applications as well as enhancement or extension of
 existing  products, especially design of new integrated  circuit  layouts
 required for compatibility with new silicon wafer sources.  Product design
 efforts are  supplemented  by  computer-  design and simulation equipment.
 The Company also has an experienced test engineering  group  which  works
 closely  with the designers to develop production test software.  Research
 and development  expenditures  were  12% of sales in 1996 and historically
 have been approximately 10% of net sales.   See "Selected Financial Data,"
 "Management's Discussion and Analysis of Financial  Condition  and Results
 of Operations" and "Consolidated Statements of Income" contained  in Items
 6, 7 and 8, respectively.

 Competition

     The  semiconductor industry is intensely competitive and characterized
 by rapid technological  change  and  rates  of product obsolescence, price
 erosion,  periodic  shortage  of materials, variations  in  manufacturing
 yields and efficiencies, and increasing foreign competition.  The industry
 includes  many  major domestic and  international  companies  which  have
 substantially greater  financial,  technical, manufacturing, and marketing
 resources  than  the  Company.   In addition,  there  are  many  emerging
 companies which are attempting to obtain  a  share of the existing market.
 The Company faces competition from other manufacturers of high-performance
 integrated   circuits,   many  of  which  have  advanced   technological
 capabilities,  are  currently   increasing  their  participation  in  the
 high-performance  CMOS  market  and  have   internal   wafer   production
 capabilities.   The  ability  of  the  Company to compete in this rapidly
 evolving environment depends on elements  both  within  and  outside  the
 control  of the Company.  These elements include: the Company's ability to
 develop new  products  in  a  timely manner; the cost effectiveness of its
 manufacturing; the successful introduction  to and acceptance by customers
 of new products; the speed at which customers  incorporate  the  Company's
 products   into   their   systems;  the  continued  access  to  advanced
 semiconductor foundries; the number and capabilities of its competitors as
 well as general economic conditions.

     In the area of high-performance  DSP  circuits,  the  Company competes
 with Texas Instruments, Lucent Technology, Raytheon, Analog  Devices  and
 Harris among others.  In the area of high-performance static random access
 memories  (SRAMs),  the  Company  competes  with, among others, Integrated
 Device Technology, Cypress Semiconductor, UMC, Micron Technology, Hitachi,
 NEC, Fujitsu, Motorola, Toshiba, and Winbond.

 Patents and Copyrights

     Because  of  the  rapidly  changing technology  in  the  semiconductor
 industry,  the Company relies primarily  upon  its  design  know-how  and
 continued access  to advanced CMOS process technology, rather than patents
 and copyrights, to  develop  and  maintain  its competitive position.  The
 Company  attempts  to  protect its trade secrets  and  other  proprietary
 information   through   confidentiality   agreements   with   employees,
 consultants, suppliers, and  customers, but there can be no assurance that
 those measures will be adequate  to  protect the Company's interests.  The
 Company is of the opinion that patent  maskwork  protection  is  of  less
 significance in the Company's business than factors such as the experience
 and innovative skill of its personnel and the abilities of its management.
 There  can  be  no  assurance  that  others  will  not  develop  or patent
 technology  similar  to  the  Company's  technology  or copy or otherwise
 duplicate the Company's products.  The Company owns five  patents  awarded
 by the United States Patent Office.

     Since  others  have  obtained  patents  covering various semiconductor
 designs and processes, certain of the Company's  present or future designs
 or processes may be claimed to infringe the patents of third parties.  The
 Company has previously received and may in the future  receive claims that
 one or more aspects or uses of the Company's products infringe  on  patent
 or other intellectual property rights of third parties.  Presently, there
 are  no  such  claims  pending  against the Company.  The Company does not
 believe that it infringes any known  patents  at  this  time.  If any such
 infringements exist or arise in the future, the Company may  be liable for
 damages and may, like many companies in the semiconductor industry,  find
 it  necessary  or  desirable to obtain licenses relating to one or more of
 its current or future  products.   The  Company expects, based on industry
 practice, that any necessary licenses or  rights  under  patents  could be
 obtained  on conditions that would not have a material adverse effect  on
 the Company.   There  can be no assurance, however, that licenses could in
 fact be obtained on commercially  reasonable  terms,  or  at  all, or that
 litigation  would  not  occur.   The  Company's inability to obtain  such
 licenses  or  the occurrence of litigation  could  adversely  affect  the
 Company.


 Employees

     As of December  31, 1996, the Company had 58 full-time employees: 5 in
 administration, 9 in  research and development, 3 in quality assurance, 27
 in production/test and  14 in marketing and sales.  In addition, from time
 to  time, the Company uses  consultants  and  part-time  employees.   The
 Company's  ability  to  attract  and  retain  qualified  personnel  is  an
 important  factor  in  its  continued  success.   None  of  the Company's
 employees are represented by a collective bargaining agreement,
 and  the  Company  has never experienced any work stoppage.  The  Company
 believes that its employee relations are good.

 Regulation

     Federal, state, and  local  regulations  impose  various environmental
 controls on the discharge of chemicals and gases in connection  with  the
 wafer  manufacturing  process.   Since  the  Company relies on third party
 manufacturers and its activities do not involve  utilization  of hazardous
 substances generally associated with semiconductor processing, the Company
 believes such regulations do not have a material affect on its business or
 operations.


 ITEM 2. PROPERTIES

     The  Company's  executive  offices,  as well as its manufacturing  and
 principal research and design facilities,  are  located  in  approximately
 21,600 square feet of space in Sunnyvale, California pursuant  to  a lease
 expiring on December 15, 2002.   The Company maintains additional sales or
 field  application  support  offices  located in the metropolitan area of
 Newton,  Connecticut,  Somersville,  New  Jersey,  Tampa-St.  Petersburg,
 Florida,  San Diego, California, and Warminster,  England.   The  Company
 currently leases  these  sales  and field application support offices on a
 month-to-month basis.  The Company  believes  that  its facilities will be
 adequate to meet its reasonably foreseeable needs and,  if necessary, that
 alternative facilities will be available to it on acceptable  terms  so as
 to meet its requirements.


 ITEM 3. LEGAL PROCEEDINGS

 Insurance Litigation

     The  Company  tendered  the  defense  of a wrongful termination action
 brought by several former employees (which action was settled in 1994 with
 formal settlement documents completed in early  1996)  to  several  of its
 insurance  carriers,  only  one  of  which  provided  a  partial defense.
 Accordingly, to recover defense fees incurred in defending  the  wrongful
 termination  action,  on September 21, 1992, the Company filed a Complaint
 for Breach of Contract,  Bad  Faith  Insurance  Practices, and Declaratory
 Relief against those insurance carriers which did  not  provide  defense.
 [Logic  Devices,  Inc.  v.  St.  Paul Fire and Marine Ins. Co., Centennial
 Insurance Co., Fireman's Fund Ins.  Co.,  case  number  724849.]  St. Paul
 Fire  and Marine Insurance Co. has agreed to a mediation and  arbitration
 procedure  in  connection  with  this  action.  The Company's Complaint is
 pending against the remaining insurance carriers.


 ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

     No matters were submitted to a vote  of the Company's security holders
 during the last quarter of fiscal 1996.
<PAGE>
                                  PART II


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

     The  Company's  Common  Stock is traded under the symbol "LOGC" on the
 Nasdaq National Market System.   The  following  table  sets forth for the
 period  indicated,   the  high  and low closing prices for the  Company's
 Common Stock as reported by Nasdaq:


               1995                 High           Low

               First Quarter            $ 4 3/4   $ 2 1/16
               Second Quarter           $13 1/2   $ 3 9/16
               Third Quarter            $15       $ 9 3/4
               Fourth Quarter           $10 3/4   $ 7 5/16

               1996

               First Quarter            $ 7 7/8   $ 4 7/8
               Second Quarter           $ 6 1/4   $ 4
               Third Quarter            $ 4 5/8   $ 3 1/4
               Fourth Quarter           $ 3 3/4   $ 2 1/16

 Holders

  As of March 31, 1997, there were  approximately  3,500   holders  of  the
 Common Stock.

 Dividends

  The  Company  has not paid any dividends on its Common Stock and does not
 anticipate that  it  will  do so in the foreseeable future.    The Company
 has entered into bank credit  agreements  which  preclude  the  payment of
 dividends  without  the  prior consent of the parties to such agreements.
 See "Management's Discussion  and  Analysis  of  Financial  Condition  and
 Results  of  Operations  -  Liquidity and Capital Resources - Financing".
 Regardless of any such restrictions  in  its  bank  credit  agreement, the
 present policy of the Company is to retain earnings to provide  funds  for
 the expansion of its business.
<PAGE>
 ITEM 6. SELECTED FINANCIAL DATA

     The  following selected financial data of the Company set forth below for
 the years  ended  December  31,  1996,  1995, 1994, 1993 and 1992 has been
 derived  from  the Company's audited consolidated  financial  statements.
 This data should  be  read  in conjunction with the consolidated financial
 statements,  related  notes  and  other  financial  information  included
 elsewhere in this report.

 (Dollars in thousands, except per share amounts)

                                      Year ended December 31,
                            1996      1995      1994      1993      1992

 Net revenues  . . . . .  $12,525   $16,611   $13,492   $12,817   $12,255

 Net income  . . . . . .      122     1,384       708       277        85

 Net income per 
 common share  . . . . .     0.02      0.26      0.15      0.06      0.02

 Weighted average 
 common shares 
 outstanding (thousands)    6,041     5,420     4,841     4,862     4,741

 Working capital . . . .   17,433    17,940     7,217     6,731     6,439

 Equipment and leasehold
 improvements (net) . . .   4,204     2,410     2,163     2,371     2,049

 Total assets.  . . . . .  25,600    23,366    14,925    13,741    13,030

 Long-term debt . . . . .   1,205       391     1,228     1,996     2,277

 Shareholders' equity . .  21,126    20,711     8,810     7,902     7,300

 Research and
 development expenses . .   1,450     1,451     1,338     1,285     1,234

 Number of employees  . .      58        49        44        49        61

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

 Overview

     The  Company  derives  its  revenues  primarily  from   the   sale  of
 semiconductor  products  falling into two main groups:  DSP circuits  and
 SRAM circuits.  The revenue and gross margin contributed by each of the 45
 products making up these groups  are  subject to: (i) availability of such
 product from the wafer foundry producing  it,  (ii)  market demand for the
 product, (iii) average selling price for the product and  (iv)  costs  of
 production.   The  Company's  net revenues, gross margin, operating income
 and net income can depend upon the success of one or a small number of its
 products in any given accounting period.  The Company believes that in the
 future its net revenues and operating  results  may  change from period to
 period depending upon the success of new product introductions, the timing
 of large orders, and other cyclical factors affecting  the  semiconductor
 industry  in  general.   The  Company has derived revenues from technology
 licensing fees, but does not expect  such fees to be a significant portion
 of revenues in the future.

     The Company believes that relationships  with  silicon wafer suppliers
 can provide it with reliable sources of wafers while  sparing  the Company
 the  substantial investment in capital equipment required to establish  a
 wafer fabrication  facility.  During 1992 and 1995, the Company was unable
 to receive adequate  supplies  of  processed  wafers  conforming  to  the
 Company's   quality  standards  from  its  then  foundry  suppliers,  and
 accordingly, the  Company's  business and relationships with its customers
 were adversely affected.  See  "Business  --  Background."   In  1996, the
 Company  had  an abundant supply of wafer material from its suppliers  as
 world wide Fab capacity  became  more readily available.  The Company took
 advantage of this capacity by purchasing some last run material on several
 of  its  products utilizing older process  technologies  as  the  Company
 re-tooled  these  products  to  newer  process  technologies  to  enhance
 performance and  reduce product costs.  The Company works closely with the
 foundries in order  to take advantage of their processing capabilities and
 continues to explore and develop additional foundry relationships in order
 to minimize its dependence  on  any single relationship.  See "Business --
 Wafer Fabrication Technology."

     The  Company's  in-house  production  capabilities  consist  of  wafer
 testing, package marking, hot and cold testing, assembled product testing,
 final inspection, and quality/reliability  screening.   These  production
 activities are included as cost components in the Company's cost of sales.
 The  Company began subcontracting all its assembly operations in 1993 as a
 means for further cost savings and more efficient operations.

     The  Company  historically  has maintained high levels of inventory in
 recognition of the economics of having  relatively  small  lot-runs of its
 products  processed  by  third-party  suppliers  and in order to  protect
 against disruptions in supplies.  The Company believes  that  it presently
 maintains  a level of inventory appropriate to its business.  It  is  the
 Company's policy to provide reserves for any product material that is over
 one year old  with no back-log or sales activity, and to book reserves for
 future obsolescence.

     The Company  expects  to  continue  to make substantial commitments to
 research and development of new products and to improve existing products.
 The Company introduced 2 new products in  1996.     In  addition to the 45
 catalog products currently offered, the Company began the  development  of
 additional products which are expected to be introduced in 1997.

     The   following  table  sets  forth  for  the  periods  indicated  the
 percentage  of  net  revenues  (rounded  to  the  nearest  whole  percent)
 represented by certain items of the Company's Consolidated Statements  of
 Income:
                                 Year Ended December 31,

                              1996     1995     1994       96/95      95/94

 Net revenues                 100%     100%     100%       (25)%        23%

 Cost of revenues              56%      56%      56%       (25)%        23%

    Gross margin               44%      44%      44%       (25)%        23%

 Operating expenses:

 Research and development      12%       9%      10%          -%         8%

 Selling, general and
    administrative             30%      21%      24%          4%         9%

    Total operating expenses   42%      30%      34%          5%         9%

 Income from operations         2%      14%      10%        (90)%       75%

 Interest expense, net          -%       2%       3%        (84)%      (30)%

    Income before income
             taxes              2%      12%       7%        (90)%      109%

 Income taxes                   1%       4%       2%        (89)%      142%

 Net income                     1%       8%       5%        (91)%       96%


 Results of Operations

 Year Ended December 31, 1996 compared to the Year ended December 31, 1995

     Net  revenues for the year ended December 31, 1996 were $12,524,900, a
 25% decrease  over  the  $16,611,100  in the year ended December 31, 1995.
 The decrease was due entirely to sales  of  the  Company's  SRAM  products
 which  decreased  substantially over the former period.  The market price
 for SRAMs fell nearly  80  percent  in a matter of months during the first
 half of 1996.  SRAMs which accounted  for  45 percent of revenues in 1995,
 accounted for only 14 percent of revenues in 1996.  The short fall was due
 to both price deterioration and order cancellation  from many of our first
 tier customers.  The Company directed its SRAM sales  activity towards the
 high  reliability  military  and  industrial  segments  where   superior
 performance and reliability command more favorable pricing.  The Company's
 DSP  product  line  experienced a 20% growth rate from 1995 to 1996.  This
 growth in revenue from  the  Company's  DSP  product  was  not  enough  to
 overcome the weakness in the SRAM market.

     Cost  of revenues decreased from $9,259,200 in the year ended December
 31, 1995 to  $7,008,900 in the year ended December 31, 1996.  Gross profit
 decreased from $7,351,900 in 1995 to $5,516,000 due to the decrease in net
 revenues.  Gross  profit margin as a percentage of sales remained constant
 at 44% for 1995 and in 1996.  The decrease in gross profit dollars was due
 to the decrease in  revenues  for 1996.   The Company experienced a higher
 gross profit margin on revenue  from  product  sales in 1996 (as explained
 above), however, this was offset by higher inventory  write  downs for the
 1996 period.

     Research  and  development expenses were $1,450,100 in the year  ended
 December 31, 1996 versus  $1,450,600  in the year ended December 31, 1995.
 Research  and  development  expenses  as a  percentage  of  net  revenues
 increased  from  9% in 1995 to 12% in 1996.    Research  and  development
 expenses were essentially  the  same  for  the  1996 and 1995 periods as a
 result of fewer new product development tooling charges  for  the  period
 offset  by  substantial  investments  in R&D personnel and design software
 which will increase the new product development during 1997.  Although the
 new personnel and software were employed  in 1996, the full year effect of
 their  costs  along  with new product tooling  costs  will  increase  R&D
 expenditures substantially during 1997.

     Selling,  general  and   administrative  expenses  increased  7%  from
 $3,572,200 in the year ended December  31,  1995 to $3,827,000 in the year
 ended December 31, 1996.   The increase was largely  due  to  higher Sales
 and Marketing expenses associated with increased sales personnel  and  the
 opening  of  new sales offices in late 1995 and in 1996 and a decrease in
 the overall revenues  of  the  Company.    The Company incurred additional
 marketing expenses in an effort to identify  new  potential  markets  and
 products for future development.    The Company incurred some nonrecurring
 costs associated with the move of its corporate headquarters in the fourth
 quarter  of  1996.   As a percentage of net revenues, selling, general and
 administrative expenses increased from 21% in 1995 to 30% in 1996.

     In the year ended December 31, 1996, operating income decreased 90% to
 $238,900 from $2,329,100  in  the year ended December 31, 1995, due to the
 above-mentioned factors.  As a  percentage  of  net  revenues,  operating
 income decreased from 14% in the 1995 period to 2% in the 1996 period.

     Interest expense decreased from $339,700 in 1995 to $94,500 in 1996 as
 the  Company's borrowing decreased from 1995 to 1996.   This was offset by
 interest income of $102,300 in 1995 and $72,200 in 1996.

     As  a result of the foregoing, net income decreased from $1,383,800 in
 the year  ended  December  31, 1995 to $122,300 in the year ended December
 31, 1996.

 Year Ended December 31, 1995 compared to the Year ended December 31, 1994

     Net revenues for the year  ended December 31, 1995 were $16,611,100, a
 23% increase over the $13,492,300  in  the  year  ended December 31, 1994.
 The increase was due to the increased demand for and  availability  of the
 Company's  products  during  1995.   Sales of the Company's SRAM products
 increased substantially over the former period, as the Company was able to
 support  a portion of the heavy demand for  the  Company's  SRAM  product
 experienced mid-1995 with a limited amount of wafer material.

     Cost of  revenues increased from $7,543,600 in the year ended December
 31, 1994 to $9,259,200  in the year ended December 31, 1995.  Gross profit
 increased from $5,948,700  in  1994  to  $7,351,900  in  1995  due  to the
 increase  in  net revenues.  Gross profit margin as a percentage of sales
 was 44% for both 1994 and 1995.

     Research and  development  expenses  were $1,450,600 in the year ended
 December 31, 1995 versus $1,337,900 in the  year  ended December 31, 1994,
 an  increase  of  8%.   This  growth  was due to new product  development
 efforts.   Research  and development expenses  as  a  percentage  of  net
 revenues decreased from 10% in 1994 to 9% in 1995.

     Selling,  general  and   administrative  expenses  increased  9%  from
 $3,280,900 in the year ended December  31,  1994 to $3,572,200 in the year
 ended  December  31, 1995.   The increase was due  to  higher  Sales  and
 Marketing expenses  incurred  during  the  period to support the growth in
 revenues.   Sales  commissions  paid  to  the  Company's   salesmen   and
 independent sales representatives plus expenses associated with increased
 Marketing  promotion  efforts  constituted  the  majority  of  the expense
 increase.   As  a  percentage  of  net  revenues,  selling,  general  and
 administrative expenses decreased from 24% in 1994 to 21% in 1995.

     In the year ended December 31, 1995, operating income increased 75% to
 $2,329,100 from $1,329,900 in the year ended December 31, 1994, due to the
 above-mentioned  factors.   As  a  percentage  of net revenues, operating
 income increased from 10% in the 1994 period to 14% in the 1995 period.

     Interest  expense  remained  constant  between  the  two  periods,  at
 $338,600 in 1994 and $339,700 in 1995.    Interest income  increased  from
 $800  in  the 1994 period to $102,300 in the 1995 as a result of interest
 earned on cash investment.

     As a result  of  the  foregoing, net income increased from $707,800 in
 the year ended December 31,  1994 to $1,383,800 in the year ended December
 31, 1995.

 Liquidity and Capital Resources

     For the three years ended  December  31,  1996 the Company's after-tax
 cash earnings (net income plus non-cash items)  significantly exceeded its
 net  income,  due  to  significant  non-cash  charges  for  depreciation,
 amortization, and ESOP compensation expense.  Such after-tax cash earnings
 ($1,595,200 in 1996,  $2,020,900 in 1995, and  $1,963,500  in  1994)  have
 served as a primary source of financing for the Company's working capital
 needs and for capital expenditures during these years.

     During  1996,  the  Company's  after-tax  cash earnings (net income of
 $122,300 plus non-cash items of $1,472,900) along  with cash provided from
 accounts receivables of $1,191,500, was more than offset  by  increases in
 inventories  of  $5,632,900  (increases  in  inventories  was  funded  by
 after-tax cash earnings, cash provided from receivable and cash on  hand).
 These items along with net other cash flows items from operations used  a
 total  of  $4,060,700  in  net  cash  from operating activities.   Capital
 equipment expenditures and increases to  other  assets  used $1,517,500 in
 cash.  Bank borrowing provided $2,000,000 in cash, exercise  of  warrants
 and  stock  option  provided  $292,500  in cash and repayment of long-term
 capital lease obligation used $421,900 in  cash.   Net  of  such  amounts
 resulted  in a decrease in cash and cash equivalents of $3,707,600 for the
 1996 period.

     During  1995,  the  Company's after-tax cash earnings provided funding
 for  increases  of $1,214,400  in  inventories,  $1,856,400  of  accounts
 receivable and $199,800  in  net  other  resulting  in  net  cash  used by
 operations of $1,249,700.  Capital equipment expenditures and increases to
 other  assets  used  $911,700  net  in cash.  The Company completed three
 private  placements  of  securities  during  the  period  which  provided
 $9,665,200 in net cash.  Repayment of bank notes (including a term loan in
 the principal amount of $800,000 which  had  been used previously to repay
 certain debt to shareholders) used $3,889,700  net  in  cash.  The Company
 was also provided with cash flow from the exercise of certain warrants and
 employee  stock  options  which  provided $542,100 in cash flow  for  the
 period.

     During 1994, after-tax cash earnings  of $1,963,500 supplemented by an
 increase in accounts payable and other operating assets and liabilities of
 $593,500 funded increases of $1,509,400 in  inventories  and  $402,500  of
 accounts  receivable  and  resulted in net cash provided by operations of
 $645,100.  Such amount plus a net increase in indebtedness of $166,500 and
 an increase of $116,700 from  the  sales  of common stock financed capital
 expenditures and increases in other assets of $900,400.

     The Company believes that its after-tax  cash  earnings, combined with
 cash on hand, reduction in levels of inventories, and  financing available
 under  its  existing  line  of credit will be sufficient to  support  its
 working capital and capital expenditure requirements for at least the next
 twelve months.

 Working Capital

     The Company's investment in  inventories  and  accounts receivable has
 been significant and will continue to be significant  in the future.  Over
 prior periods, the Company, as a nature of its business,  has  maintained
 these levels of inventories and accounts receivable.

     The Company relies on third party suppliers for raw materials and as a
 result   maintains   substantial  inventory  levels  to  protect  against
 disruption in supplies.  The Company has historically maintained inventory
 turn over of approximately  225  days  to  360  days, since 1990.  The low
 point  in  inventory levels came in 1992 and 1993 when  the  Company  had
 supply disruptions from one of its major suppliers.

     The Company  looks  at  its  inventories  in relationship to its sales
  which have ranged from 140 days to 325 days within  the  periods  between
 1996  and 1990.  This inventory to sales ratio is a more stable measure of
 inventory  levels,  versus  the  traditional  inventory  turnover  measure
 because, at the times when the Company is experiencing supply disruptions,
 and  therefore  lower  inventory levels, the Company is also experiencing
 increased costs of goods  due to inefficiencies in its operations stemming
 from sporadic deliveries which  skews  the  numerator  and  denominator in
 different directions for inventory turns calculations.  The lowest days on
 hand of inventory to sales has been experienced when the Company  has  had
 supply disruptions as in 1992 and 1993.

     The  Company  provides  reserves for any product material that is over
 one year old with no back-log  or  sales activity, and reserves for future
 obsolescence.  The Company also takes  physical  inventory write-downs for
 obsolescence.   For the year ended December 31, 1996,  the  Company  took
 physical inventory write-downs of approximately $1,783,900.

     The  Company's   accounts   receivable  level  has  been  consistently
 correlated to the Company's previous  quarter  revenue  level.  Because of
 the Company's customer scheduled backlog requirements, up  to  80%  of the
 quarterly revenues are shipped in the last month of the quarter.  This has
 the effect of placing a large portion of the quarterly shipments reflected
 in  accounts  receivable  still  not yet due per the Company's net 30 day
 terms.   This,  combined with the fact  that  the  Company's  distributor
 customers (which make  up 52 to 55% of the Company revenues) generally pay
 90 days and beyond, results  in the accounts receivable balance at the end
 of the quarterly period being  at its highest point for the period.   This
 has been consistent over prior periods.

     Although current levels of inventory  and  accounts  receivable impact
 the Company's liquidity, the Company believes that it is a  cost  of doing
 business  given  the Company's fabless operation.  The Company is in  the
 process of diversifying  its  supplier  base  to reduce the risk of supply
 disruption.   However,  this  will  require a significant  investment  in
 product development to tooling with new  suppliers.   The Company believes
 that as it expands its customer base it will be able to  even out the flow
 of its shipments within its quarterly reporting periods.


 Financing

     On June 1, 1996, the Company renewed its $8,000,000 revolving  line of
 credit with Sanwa Bank extending the maturity to May 31, 1997.  The  line
 of  credit  bears interest at the bank's prime rate (8.25% at December 31,
 1996) plus 0.750%.   The line of credit requires the Company to maintain a
 minimum tangible net worth  of  $17,500,000,  a  maximum  ratio of debt to
 tangible net worth of not more than 0.50 to 1.00, a minimum  current ratio
 of not less than 2.00 to 1.00, a minimum quick ratio of not less than 1.50
 to  1.00, and profitability on a year to date basis.  As of December  31,
 1996 the  Company  was  not in compliance with certain covenants under the
 borrowings, however, the  Company  obtained  a  waiver from the Bank.  See
 Note 6 of Notes to Consolidated Financial Statements.   The line of credit
 facility is secured by all of the assets of the Company.   As  of December
 31, 1996, $6,000,000 was available under the line of credit facility.

     Under  the  terms  of  its  line  of  credit facility, the Company  is
 precluded from paying any cash dividends without the consent of the lender
 even if the Company is in compliance with all  of  the financial covenants
 but is allowed to pay stock dividends whether or not  there  was any other
 covenant violation.  Regardless of any such restrictions in its  bank loan
 agreements, the Company does not intend to pay cash dividends in the  near
 future and anticipates reinvesting its cash flow back into operations.

     Warrants  to  purchase  an aggregate of 150,000 shares of Common Stock
 had been issued in connection  with  an  extension of the Shareholder Loan
 under a Loan Extension and Warrant Purchase  Agreement  entered  into  in
 March  1991.  Warrants to purchase 74,955 shares were exercised during the
 year ended   December  31,  1995  and  warrants  to  purchase  75,045 were
 exercised  in  February of 1996.  The exercise price of the warrants  was
 $3.45 per share.


     During 1996 the  Company  extended  loans to two non-employee director
 warrant holders to purchase 120,000 shares  of Common Stock at the warrant
 exercise price of $2.5625.  The notes mature July 1998 and accrue interest
 at  reference rate plus 2%.   On February 15,  1995,  the  non-  employee
 directors of the Company were granted warrants to purchase an aggregate of
 220,000  shares of Common Stock.  The grants were ratified by shareholders
 of the Company  at  the Company's 1996 annual meeting of shareholders held
 June 13, 1996.  The warrants  have an exercise price of $2.5625 per share,
 which was the last reported transaction  price  of  the  Common  Stock  on
 February  15,  1995,  and  expire  on  February  15, 2000.  Certain other
 warrants to purchase an aggregate of 34,350 shares  of  Common  Stock were
 issued  by  the  Company in connection with two of the private placements
 which occurred in 1995.   Under  one  transaction,  the  warrant gives the
 holders  the  right to purchase from the Company up to 31,850  shares  of
 Common Stock at  an  exercise  price  equal to $12.625 per share (the last
 reported  transaction  price  on  August  21,  1996).   The  warrant  was
 exercisable immediately upon its issuance and  expires on August 21, 1998.
 Under the other transaction, the warrants gives  the  holders the right to
 purchase  from  the  Company  up to 2,500 shares of Common  Stock  at  an
 exercise price equal to $11.875  per  share  (the  closing  bid  price  on
 September  14,  1996).   These warrants were exercisable immediately upon
 their issuance and expire on  September  19,  1998.   All  of the warrants
 granted in these transactions are transferable by the holders  thereof  in
 accordance with applicable securities laws and the shares underlying these
 warrants  have  been  registered  under  the  Securities  Act of 1933, as
 amended.

     While the Company will continue to evaluate debt and equity  financing
 opportunities,  it  believes  its  financing  arrangements  and cash flow
 generated  from  operations  provide  a sufficient base of liquidity  for
 funding operations and capital needs to support the Company's operations.
<PAGE>
 ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 INDEX  TO CONSOLIDATED FINANCIAL STATEMENTS  AND  CONSOLIDATED  FINANCIAL
 STATEMENT SCHEDULES

 CONSOLIDATED FINANCIAL STATEMENTS:                                       Page

 Independent Auditors' Report . . . . . .  .  . . . . . . . . . . . . . .   20
 Consolidated Balance Sheets, December 31, 1996  and  1995. . . . . . . .   21
 Consolidated Statements of Income, years ended
  December 31, 1996, 1995 and 1994. . . . . . . . . . . . . . . . . . . .   22
 Consolidated Statements of Shareholders' Equity,
  years ended December 31, 1996, 1995 and 1994. . . . . . . . . . . . . .   23
 Consolidated Statements of Cash Flows, years ended
  December 31, 1996, 1995 and 1994  . . . . . . . . . . . . . . . . . . .   24
 Notes to Consolidated Financial Statements . . . . . .  .  . . . . . . .   25
 Quarterly Financial Data (unaudited) years ended
  December 31, 1996 and 1995  . . . . . . . . . . . . . . . . . . . . . .   34

 CONSOLIDATED FINANCIAL STATEMENT SCHEDULES:

 Schedule II -  Valuation and Qualifying Accounts . . . . . .  .  . . . .   39
 Exhibit 11 - Computation of Earnings per Common Share. . . . . . . . . .   43
<PAGE>
 MC
 Meredith, Cardozo & Lanz LLP
 Certified Public Accountants


 Independent Auditors  Report



 To the Board of Directors and Shareholders
 Logic Devices Incorporated

      We  have  audited  the consolidated financial statements of Logic Devices
 Incorporated and subsidiaries  as  listed  in  the accompanying index.  In
 connection with our audits of the consolidated financial  statements,  we
 also  have  audited  the financial schedules as listed in the accompanying
 index.  These consolidated  financial  statements  and financial statement
 schedules  are  the  responsibility  of  the  Company s management.   Our
 responsibility is to express an opinion on these  consolidated  financial
 statements and financial statement schedules 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  consolidated  financial statements referred to above
 present fairly, in all material respects,  the financial position of Logic
 Devices Incorporated and subsidiaries as of  December  31,  1996 and 1995,
 and the results of their operations and their cash flows for  each  of the
 years in the three-year period ended December 31, 1996, in conformity with
 generally  accepted  accounting  principles.   Also  in  our opinion, the
 related financial statement schedules, when considered in relation  to the
 basic consolidated financial statements taken as a whole, present fairly,
 in all material respects, the information set forth therein.



 /s/ Meredith, Cardozo & Lanz LLP
 San Jose, California
 March 20, 1997
<PAGE>

                          LOGIC DEVICES INCORPORATED
                         Consolidated Balance Sheets
                          December 31, 1996 and 1995

                                   Assets
                                  (Note 6)
                                                        1996            1995
 Current assets:
  Cash and cash equivalents                     $    670,900   $   4,378,500
  Accounts receivable, net of allowance
      for doubtful accounts of
      $403,700 and $119,500,
      respectively (Note 12)                       4,368,300       5,844,000
    Inventories (Note 3)                          13,928,900       8,296,000
    Prepaid expenses and other assets (Note 9)       922,600         980,300
    Income taxes receivable (Note 7)                 789,800             --
    Deferred income taxes (Note 7)                   920,900         704,700
      Total current assets                        21,601,400      20,203,500

 Property and equipment, net (Notes 4 and 8)       4,204,300       2,409,800
 Other assets (Note 2)                               694,300         752,700

                                               $  26,500,000   $  23,366,000

                       Liabilities and Shareholders' Equity
 Current liabilities:
  Bank borrowings (Note 6)                     $   2,000,000   $         --
  Accounts payable                                 1,074,600         991,000
  Accrued expenses                                   531,800         278,800
  Current portion of obligations 
    under capital leases (Note 8)                    561,900         175,200
  Income taxes payable (Note 7)                          --          819,000
     Total current liabilities                     4,168,300       2,264,000

  Obligations under capital leases, 
    less current portion (Note 8)                    786,600         166,200
 Deferred income taxes (Note 7)                      419,500         225,000

 Shareholders' equity (Notes 5 and 10):
   Preferred Stock, no par value; 1,000,000 shares
     authorized; 5,000 designated as Series A;
     0 shares issued and outstanding                     --              --
   Common Stock, no par value; 10,000,000 shares
     authorized; 6,121,750 and 5,916,705 shares
     issued and outstanding, respectively         17,341,900      16,741,900
   Common Stock subscribed                          (307,500)            --
   Retained earnings                               4,091,200       3,968,900
     Total shareholders' equity                   21,125,600      20,710,800

 Commitments and contingencies (Notes 5, 6, 8 and 9)

                                               $  26,500,000   $  23,366,000
<PAGE>
                        LOGIC DEVICES INCORPORATED
                    Consolidated Statements of Income
               Years ended December 31, 1996, 1995 and 1994

                                      1996            1995            1994
                                   
 Net revenues (Note 11)        $ 12,524,900    $ 16,611,100    $ 13,492,300
 Cost of revenues
   (Notes 9 and 11)               7,008,900       9,259,200       7,543,600
       Gross margin               5,516,000       7,351,900       5,948,700

 Operating expenses:
   Research and development       1,450,100       1,450,600       1,337,900
   Selling, general and
      administrative              3,827,000       3,572,200       3,280,900
     Total operating expenses     5,277,100       5,022,800       4,618,800

       Income from operations       238,900       2,329,100       1,329,900

 Other (income) expense:
   Interest expense                  94,500         339,700         338,600
   Interest income                  (72,200)       (102,300)           (800)
   Other                             14,300          (7,900)        (11,500)
                                     36,600         229,500         326,300

       Income before income taxes   202,300       2,099,600       1,003,600

 Income taxes (Note 7)               80,000         715,800         295,800

       Net income              $    122,300   $   1,383,800     $   707,800

 Earnings per share:

  Net income per common share  $       0.02   $        0.26     $      0.15

  Weighted average common
  shares outstanding              6,041,483       5,419,672       4,841,373
<PAGE>
                         LOGIC DEVICES INCORPORATED
              Consolidated Statements of Shareholders' Equity
               Years ended December 31, 1996, 1995 and 1994

                                                           Guarantee
                                                               of
                                                           leveraged
          Preferred Stock       Common Stock      Retained    ESOP
          Shares   Amount    Shares      Amount   Earnings Borrowing    Total

Balances as 
 of December
 31, 1993    154 $154,000 4,737,584 $ 5,954,500 $1,877,300 $(83,800) $7,902,000

Proceeds from
 exercise of
 Common stock
 options     --       --     25,000     116,700        --       --      116,700

ESOP compensation
 expense     --       --        --          --         --    83,800      83,800

Net income   --       --        --          --     707,800      --      707,800

Balances as
 of December
 31, 1994   154   154,000  4,762,584  6,071,200  2,585,100      --    8,810,300

Proceeds from
 exercise of
 common stock
 options     --       --      66,000    283,500        --       --      283,500

Private stock
 offerings, net
 of issuance costs
 of $416,300 --       --     912,500  9,665,200        --       --    9,665,200

Conversion of Series A
 preferred stock 
 into common
 stock     (154) (154,000)    25,666    154,000        --       --          --

Purchase of assets
 for stock
(Note 2)     --       --      75,000    309,400        --       --      309,400

Conversion of stock
 warrants
 (Note 5)    --       --      74,955    258,600        --       --      258,600

Net income   --       --         --         --   1,383,800      --    1,383,800

Balances as
 of December 31,
 1995        --       --   5,916,705 16,741,900  3,968,900      --   20,710,800

Proceeds from
 exercise of
 common stock
 options     --       --      10,000     33,600       --        --       33,600

Conversion of
 stock warrants
 (Note 5)    --       --     195,045    566,400       --    (307,500)   258,900

Net income   --       --         --         --     122,300      --      122,300

Balances as
 of December
 31, 1996    --  $    --   6,121,750$17,341,900 $4,091,200 $(307,500)$21,125,600
<PAGE>
                       LOGIC DEVICES INCORPORATED 
                  Consolidated Statements of Cash Flows
               Years ended December 31, 1996, 1995 and 1994
                                (Note 13)

                                             1996         1995         1994
 Cash flows from operating activities:
   Net income                          $   122,300  $ 1,383,800  $   707,800
   Adjustments to reconcile net
   income to net cash (used in)
   provided by operating activities:
     Depreciation and amortization       1,210,400    1,120,100    1,246,100
     Allowance for doubtful accounts       284,200       70,000      (12,500)
     ESOP expense                              --           --        83,800
     Deferred income taxes                 (21,700)    (553,000)     (61,700)
     Changes in assets and liabilities:
       Accounts receivable               1,191,500   (1,856,400)    (402,500)
       Inventories                      (5,632,900)  (1,214,400)  (1,509,400)
       Prepaid expenses and other assets    57,700     (574,500)     166,900
       Income taxes receivable            (789,800)         --           --
       Accounts payable                     83,600     (279,200)     226,600
       Accrued expenses                    253,000      (13,700)      48,600
       Income taxes payable               (819,000)     667,600      151,400
         Net cash (used in) provided by
            operating activities        (4,060,700)  (1,249,700)     645,100

 Cash flows from investing activities:
   Capital expenditures                 (1,344,400)    (884,800)    (711,900)
   Other assets                           (173,100)     (26,900)    (188,500)
         Net cash used in investing
            activities                  (1,517,500)    (911,700)    (900,400)

 Cash flows from financing activities:
   Proceeds from bank borrowings         2,000,000    3,011,400    3,412,400
   Repayments of bank borrowings               --    (5,857,800)  (2,466,300)
   Proceeds from long-term debt obligations    --       800,000          --
   Repayments of long-term debt obligations(421,900)   (979,400)    (579,600)
   Repayments of obligations to shareholders   --      (863,900)    (200,000)
   Sale of common stock                     292,500  10,207,300      116,700
     Net cash provided by financing
            activities                    1,870,600   6,317,600      283,200

 Net (decrease) increase in cash
   and cash equivalents                  (3,707,600)  4,156,200       27,900

 Cash and cash equivalents at beginning
   of year                                4,378,500     222,300      194,400
 Cash and cash equivalents at end 
   of year                              $   670,900  $4,378,500  $   222,300
<PAGE>
                      LOGIC DEVICES INCORPORATED
              Notes to Consolidated Financial Statements

 1.   Summary of Significant Accounting Policies

     The Company
     Logic   Devices   Incorporated  (the  Company)  develops  and  markets
     high-performance  digital   complementary   metal  oxide  silicon  (CMOS)
     integrated circuits for applications which require  high-operating  speeds
     and low-operating power.

     Principles of Consolidation
     The   accompanying   consolidated  financial  statements  include  the
     accounts of the Company and  its wholly owned subsidiary.  All significant
     intercompany accounts and transactions have been eliminated.

     Cash Equivalents
     For purposes of the statements  of  cash  flows, the Company considers
     all highly liquid investments with original maturities  of three months or
     less to be cash equivalents.

     Inventories
     Inventories  are  stated  at  the  lower of cost (first-in,  first-out
     method) or market.

     Equipment and Leasehold Improvements
     Equipment and leasehold improvements are stated at cost.  Depreciation
     on equipment is calculated on the straight-line  method over the estimated
     useful  lives of the assets, generally three to seven  years.   Leasehold
     improvements  and  assets  held  under  capital  leases are amortized on a
     straight-line basis over the shorter of the lease  term  or  the estimated
     useful life of the asset.  Certain tooling costs are capitalized  by  the
     Company  and  amortized  on  a straight-line basis over the shorter of the
     related product life cycle or five years.

     Cost in Excess of Fair Value of Net Assets Acquired
     Costs in excess of the fair  value of net assets acquired is amortized
     on a straight line basis, generally over 7 years.

     Capitalized Software Costs
     Internal test computer software  development costs incurred subsequent
     to the determination of its technical  feasibility  are  capitalized  and
     amortized  on  a  straight-line  basis  over  the  shorter  of the related
     expected product life cycle or five years.  As of December 31,  1996  and
     1995,  such  costs aggregated $1,903,700 and $1,812,500, respectively, and
     are included in  other assets in the consolidated financial statements net
     of accumulated amortization of $1,708,700 and $1,519,200, respectively.

     Revenue Recognition
     Revenue is generally  recognized  upon  shipment of product.  Sales to
     distributors  are  made  pursuant  to  agreements   which   provide   the
     distributors  certain  rights  of  return  and price protection on unsold
     merchandise.  Revenues from such sales are recognized  upon shipment, with
     a provision for estimated returns and allowances recorded at that time.
 (continued)
<PAGE>
 1.   Summary of Significant Accounting Policies - continued

     Income Taxes
     The Company accounts for income taxes in accordance  with Statement of
     Financial  Accounting  Standards  (SFAS)  No. 109.  Under SFAS  No.  109,
     deferred  tax  liabilities  or  assets  at the end  of  each  period  are
     determined using the tax rate expected to  be  in  effect  when  taxes are
     actually paid or recovered.  Deferred income taxes as of December 31, 1996
     and  1995,  primarily result from certain expenses that are not currently
     deductible for tax purposes.

     Net Income Per Common Share
     Net income  per  common  share  is computed using the weighted average
     number of common and dilutive common  equivalent  shares  outstanding  for
     each  year.   Common  equivalent  shares consist of convertible preferred 
     stock (in 1995 and 1994) and the dilutive effect, if any, of stock options
     and warrants.

     Use of Estimates
     The preparation of financial statements  in  conformity with generally
     accepted accounting principles requires management  to  make estimates and
     assumptions that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities at the date  of  the
     financial statements and the reported amounts  of  revenues  and  expenses
     during  the  reporting  period.   Actual  results could differ from those
     estimates.

     Long-Lived Assets
     In  March  1995,  the  Financial  Accounting  Standards  Board  issued
     Statement of Financial Accounting Standards  (SFAS)  No.  121,  Accounting
     for the Impairment of Long-Lived Assets and for Long-Lived  Assets  to  be
     Disposed   Of,   which  requires  that  long-lived  assets  and  certain
     identifiable intangibles  held  and  used  by  an  entity  be reviewed for
     impairment whenever events or changes in circumstances indicate  that  the
     carrying  amount of an asset may not be recoverable.  The new standard is 
     effective for fiscal years beginning after December 15, 1995.  Adoption of
     SFAS No. 121  did  not have a material effect upon the Company s financial
     condition or consolidated results of operations in 1996.

     Stock-Based Incentive Program
     In October 1995,  the  Financial  Accounting  Standards  Board  issued
     Statement  of  Financial Accounting Standards (SFAS) No. 123,  Accounting
     for Stock-Based Compensation,   which  encourages  entities  to  recognize
     compensation costs for stock-based employee compensation plans using  the 
     fair  value based method of accounting defined in SFAS No. 123, but allows
     for the  continued  use  of the intrinsic value based method of accounting
     prescribed  by  Accounting  Principles   Board   (APB)  Opinion  No.  25,
     Accounting  for  Stock  Issued  to  Employees.   The Company  elected  to
     continue with the accounting prescribed  by APB Opinion No. 25 and as such
     is required to disclose pro forma net income  and earnings per share as if
     the fair value based method of accounting had been applied (Note 10).

     Reclassification
     Certain amounts in the 1995 and 1994 financial  statements  have  been
     reclassified to conform with the 1996 presentation.
 (continued)
<PAGE>
 2.   Acquisition

     On  April  14,  1995,  the  Company  acquired  and  accounted for as a
     purchase, certain intellectual and intangible assets of STAR Semiconductor
     Corporation.  Total consideration for the acquisition was 75,000 shares of
     the Company s common stock valued at $309,400, for which the entire amount
     was assigned to costs in excess of fair value of the net  assets  acquired
     and other intangible assets.  As of December 31, 1996 and 1995, such costs
     are  included  in other assets on the consolidated balance sheets net  of
     accumulated amortization  of  $ 267,400 and $ 309,400 , respectively.  Pro
     forma results of operations assuming that this acquisition had taken place
     at the beginning of the respective periods have not been presented because
     the effects of the acquisition were not significant.

 3.   Inventories

     A summary of inventories follows:
                                                1996            1995
     Raw materials                      $   3,165,400    $    938,000
     Work-in-process                        6,744,900       3,912,600
     Finished goods                         4,018,600       3,445,400
                                        $  13,928,900    $  8,296,000
    
     Based on 1996 s sales of $12,524,900 at December 31, 1996, the Company
     has in excess of one year s supply of inventory.

 4.   Property and Equipment

     A summary of property and equipment follows:
                                                1996           1995
     Equipment                           $  7,752,200   $  5,729,000
     Tooling costs                          4,870,600      4,182,700
     Leasehold improvements                   225,200        162,800
                                           12,848,000     10,074,500
     Less accumulated depreciation
         and amortization                   8,643,700      7,664,700
                                         $  4,204,300   $  2,409,800

     Equipment  under  capital  lease obligations aggregated $1,763,000 and
     $1,043,400 in 1996 and 1995, with  related  accumulated  amortization  of
     $622,000 and $741,100, respectively.

 5.   Related Party Transactions

     Warrants
     Between  the  years  1991  and  1993,  the Company granted warrants to
     purchase 150,000 shares of the Company s common  stock  to  two  groups of 
     family trusts (the Trusts) established for members of the families  of two
     of the Company s board of directors, for extension of the then outstanding
     shareholder  obligation.   These  warrants  were exercisable at $3.45 per
     share and expire in March, 1996 (Note 10).  In  1995,  warrants for 74,955
     shares  of  common  stock were converted for aggregate cash  proceeds  of
     $258,600.  In 1996, warrants  for  75,045  shares  of  common  stock  were
     converted for aggregate cash proceeds of $258,900.

 (continued)
<PAGE>
 5.   Related Party Transactions - continued

     In  1995,  the  Company  granted  200,000 warrants to two non-employee
     directors related to the Trusts referred  to  above and 20,000 warrants to
     one non-employee director to purchase the Company  s  common stock.  These
     warrants are exercisable at $2.5625 per share and expire February 15, 2000
     (Note 10).  In 1996, 120,000 of the non-employee director warrants related
     to the  trust referred to above were exercised via the issuance  of  two
     promissory  notes  maturing July 1998, and bearing interest at a reference
     rate plus 2%.  These  notes are included in common stock subscribed in the
     accompanying consolidated financial statements.
 
 6.   Debt Financing

     Bank Borrowings
     The Company has a $8,000,000  revolving  line  of  credit  with a bank
     which  expires  on May 31, 1997, bears interest at the bank s prime  rate
     (8.250% at December  31,  1996),  and  is  secured  by  the  assets of the
     Company.  The line of credit requires the Company to maintain  a  minimum
     tangible  net  worth,  a  maximum  ratio  of debt to tangible net worth, a
     minimum current ratio, a minimum quick ratio,  and  profitability  over  a
     specified interval of time.  As of December 31, 1996, the Company was not
     in compliance  with certain covenants under the bank borrowings, however,
     the Company has obtained  a  waiver  from the bank.  At December 31, 1996,
     the Company had $6,000,000 available under the revolving line of credit.

     In 1995, the Company used $3,697,000  from the proceeds of the private
     stock  offerings  to retire the then outstanding  obligations  under  the
     revolving line of credit and term debt.

 7.   Income Taxes

     Income tax expense  for  the  years  ended December 31, 1996, 1995 and
     1994 comprise:

                                   Current        Deferred          Total
         1996:
            Federal           $     86,200    $    (18,400)   $    67,800
            State                   15,500          (3,300)        12,200
                              $    101,700    $    (21,700)   $    80,000

         1995:
            Federal           $  1,075,100    $   (468,800)   $   606,300
            State                  193,700         (84,200)       109,500
                              $  1,268,800    $   (553,000)   $   715,800

         1994:
            Federal           $    302,900    $    (52,300)   $   250,600
            State                   54,600          (9,400)        45,200
                              $    357,500    $    (61,700)   $   295,800

 (continued)
<PAGE>
 7.   Income taxes - continued

     Deferred   income  taxes  result  from  timing  differences   in   the
     recognition of certain  expenses  and  income  items for tax and financial
     reporting purposes as follows:

                                            1996          1995          1994
       Distributor sales               $  (40,100)  $    (5,700)  $    14,700
       Capitalized inventory costs        (81,700)     (223,100)      (19,700)
       Reserve not currently deductible  (120,800)      (71,900)      120,500
       Depreciation                       264,400      (191,200)      (83,200)
       Capitalized software costs         (43,500)      (61,100)      (94,000)
                                       $  (21,700)  $  (553,000)  $   (61,700)

     The following summarizes the difference between the income tax expense
     and the amount computed  by applying the Federal income tax rate of 34% in
     1996, 1995 and 1994 to income before income taxes:

                                            1996          1995          1994
       Federal income tax at
          statutory rate               $   68,800   $   717,300   $   341,200
          Utilization of tax credits      (13,200)     (121,400)     (107,000)
          State income taxes, net
          of federal tax benefit           12,400       129,500        61,600
          Other, net                       12,000        (9,600)          --
                                       $   80,000   $   715,800   $   295,800

     Deferred tax assets comprises the following:

                                                          1996         1995
          Distributor sales                           $   80,400   $   40,300
          Capitalized inventory costs                    494,400      412,700
          Reserve not currently deductible               428,700      307,900
          Depreciation                                  (487,500)    (223,100)
          Capitalized software costs                     (14,600)     (58,100)
            Net deferred tax asset                    $  501,400   $  479,700
 (continued)
<PAGE>
 8.   Commitments

     The  Company  leases  its   facilities  and  certain  equipment  under
     operating leases.  The facility lease  requires the Company to pay certain
     maintenance  and  operating  expenses  such   as  taxes,  insurance,  and
     utilities.  Rent expense related to these operating leases was $1,174,400,
     $939,100, and $918,600, during 1996, 1995 and 1994, respectively.

     A  summary  of  the  future minimum lease payments  under  capitalized
     leases together with the present  value of such minimum lease payments and
     future minimum payments required under noncancelable operating leases with
     terms in excess of one year follows:
                                                               Noncancelable
     Years ending                               Capitalized        operating
     December 31,                                    leases           leases
      1997                                     $    696,800    $   1,125,200
      1998                                          566,900        1,109,000
      1999                                          306,600          848,700
      2000                                              --           443,900
      2001                                              --           323,700
      Thereafter                                        --           323,600
      Future minimum lease payments               1,570,300    $   4,174,100
      Less amount representing interest
      (9.5% to 15.8%)                               221,600
      Present value of future minimum 
      lease payments                              1,348,700
      Less current portion                          561,900
                                               $    786,800

 9.   Product Development and Foundry Agreements

     In order to secure a long-term  volume  source of wafer production, in
     December 1995, the Company entered into a foundry  capacity agreement (the
     Agreement) with Zenitrum Mikroelektronik Dresden (ZMD),  a  German limited
     liability company.  Under the terms of the Agreement, the Company  entered
     into  a  non-  cancelable  purchase  commitment for one year s production
     capacity of certain of its products with  ZMD,  at  predetermined  prices.
     The  Agreement  required a $792,000 pre-payment for the year s purchases,
     which is included  in  prepaid expenses and other assets, and is renewable
     annually upon satisfaction  of  various  provisions.  The Company extended
     its foundry capacity agreement with ZMD through March, 1998.

 10.  Capital Stock

     Preferred Stock
     In June 1995, each share of the Series  A  Preferred Stock held by the
     Trusts (Note 5), was converted into 166.67 shares  of common stock.  As of
     December 31, 1996 and 1995, there were no shares of  Series  A  Preferred
     Stock outstanding.
 (continued)
<PAGE>
 10.  Capital Stock - continued

     Common Stock
     During  1995,  the  Company  issued  a  total of 912,500 shares of the
     Company  s  common  stock in private placement transactions  exempt  from  
     registration under the  Securities  Act,  which  generated net proceeds of
     approximately $9,665,200.  These proceeds were used  to  repay  the  then
     outstanding bank debt of $3,697,000.

     Also  during  1995,  the  Company  purchased  certain  assets  of Star
     Semiconductor Corporation for 75,000 shares of the Company s common  stock
     (Note 2).

     Stock Purchase Warrants
     As  of  December  31,  1996,  the following common stock warrants were
     issued and outstanding:

          Issued with          Shares Subject    Exercise      Expiration
          Respect to:            To Warrant        Price          Date

          Private Placement         31,850     $  12.6250     August  21, 1998
          Private Placement          2,500     $  11.8750     September 19, 1998
          Non-employee
           Board of   Directors
           Compensation            100,000     $   2.5625     February 15, 2000

     Stock Option Plan
     FASB  Statement  123,   Accounting  for  Stock-Based  Compensation   ,
     requires the Company to provide pro forma information regarding net income
     and  earnings  per  share as if compensation cost for the Company s stock
     option plans had been  determined  in accordance with the fair value based
     method prescribed in FASB Statement  123.   The Company estimates the fair
     value  of  stock options at the grant date by using  the  Black-  Scholes
     option pricing-model  with the following weighted average assumptions used
     for grants in 1994, 1995,  1996,  respectively:   dividend  yield  of  0;
     expected  volatility of 42, 112, 129 percent;  risk-free interest rates of
     6.1, 6.4, 6.6  percent for the 1994 Plan options;  and expected lives of 4
     years for the all plan options.

     Under the accounting  provisions  of FASB Statement 123, the Company s
     net income and earnings per share would have been reduced to the pro forma
     amounts indicated below:

                                            1994         1995         1996
     Net income:
       As reported                    $   707,800  $ 1,383,800  $   122,300
       Pro forma                      $   705,500  $ 1,320,300  $    39,200

     Primary earnings per share:
       As reported                    $      0.15  $      0.26  $      0.02
       Pro forma                      $      0.15  $      0.24  $      0.01

 (continued)
<PAGE>
 10.  Capital Stock - continued

     A  summary  of  the  status  of  the Company s stock option plan as of
     December 31, 1994, 1995, and 1996, and  changes  during the years ended on
     those dates is presented below:

                                 Options Outstanding
                December 31, 1994     December 31, 1995     December 31, 1996
                Weighted-Average      Weighted-Average      Weighted-Average
               Shares Exercise Price Shares Exercise Price Shares Exercise Price
 Outstanding 
  at
  beginning
  of year      78,000    $ 2.740     78,000  $ 2.778       97,000      $ 7.540
 
 Granted       25,000    $ 2.750     85,000  $ 8.000       10,000      $ 6.000
 Exercised    (25,000)   $ 1.625    (66,000) $ 7.000      (10,000)     $ 1.625
 Forfeited        --         --         --       --        (3,500)     $ 8.000

 Outstanding at
  end of year  78,000    $ 2.778     97,000  $ 7.540       93,500      $ 7.830

 Options exercisable
  at year-end  78,000                12,000                43,000

 Weighted-average fair
  value of options granted
  during the year        $ 2.750             $ 8.000                   $ 6.000


      The following  table  summarizes  information about stock
      options outstanding at December 31, 1996:

                       Options Outstanding                Options Exercisable
              Number  Weighted-Average                    Number
 Range of   Outstanding  Remaining   Weighted-Average  Exercisable Weighted-Aver
 Exercise       at      Contractual      Exercise           at        Exercise
 Price       12/31/96       Life          Price          12/31/96      Price

 $4.25         2,000     3.75 Years        $4.25           2,000        $4.25
 $8.00        91,500     9    Years        $8.00          41,000        $8.00
              93,500                       $7.92          43,000        $7.83

 11.  Major Customers, Suppliers and Export Sales

     Major Customers
     In  1996, two customers each accounted for approximately  10%  of  net
     revenues.   In 1995, two customers each accounted for approximately 13% of
     net revenues,  and  one  customer  accounted  for approximately 10% of net
     revenues.  In 1994, one customer accounted for  approximately  17%  of net
     revenues.
 (continued)
<PAGE>
 11.       Major Customers, Suppliers and Export Sales - continued

     Major Suppliers
     In  1996,  two  suppliers were in excess of 10% of the Company s total
     purchases  and  aggregated  approximately  $  4,094,600.   There  was  no
     outstanding accounts payable to these suppliers at December 31, 1996.

     Export Sales
     The Company had the following export sales:

                                    1996           1995           1994
     Western Europe          $  2,341,300   $  1,831,400   $  1,517,000
     Far East                     904,000      1,500,600        939,300
     Other                         99,600        108,800         22,200
                             $  3,344,900   $  3,440,800   $  2,478,500

 12.  Concentration of Credit Risk

     Financial  instruments  which  potentially  subject   the  Company  to
     concentration  of  credit  risk  consist  principally  of  cash and  cash
     equivalents and trade receivables.  The Company places its cash  and  cash
     equivalents  with  high  quality  financial  institutions and, by policy,
     limits the amounts of credit exposure to any one financial institution.

     A significant portion of the Company s accounts receivable are derived
     from one major class of customer (distributors)  with the remainder spread
     across many other customers in various electronic industries.  The Company
     believes  any  risk of accounting loss is significantly  reduced  due  to
     provision being made  at  the date of the sale for returns and allowances,
     diversity of its products,  end-customers,  geographic  sales  areas  and
     insurance  on  foreign  distributor  sales.   The  Company performs credit 
     evaluations of its customers  financial condition whenever necessary.  The
     Company generally does not require cash collateral or  other  security  to 
     support customer receivables.

 13.  Statements of Cash Flows

     The  Company  paid  $94,500,  $339,700  and  $338,600 for interest and
     $1,794,300, $454,600 and $98,700 in income taxes in  1996,  1995 and 1994,
     respectively.

     Noncash  investing  activities  for  1996  and 1995 consisted  of  the
     acquisition of $1,429,000 and $240,200, respectively,  of  equipment under
     capital leases.

     In  addition, as discussed in Note 2, noncash investing activities  in
     1995 included  the issuance of 75,000 shares of the Company s common stock
     for certain assets of STAR Semiconductor Corporation.
<PAGE>
 Quarterly Financial Data (Unaudited)

 The following is  a summary of unaudited results of operations (dollars in
 thousands except per share data) for the years ended December 31, 1996 and
 1995.
 

1996                         First      Second     Third      Fourth
                             Quarter    Quarter    Quarter    Quarter    Total

 Net revenues                $ 3,609    $ 3,496    $ 3,390    $ 2,030  $ 12,525

 Gross margin                  1,634      1,696      1,542        643     5,516

 Income from operations          329        186        156       (432)      239

 Income before income taxes      369        214        161       (542)      202

 Net income                      221        134         95       (328)      122

 Earnings per share             0.04       0.02       0.02      (0.06)     0.02

 Weighted average shares       6,219      6,222      6,222      6,041     6,041


 1995                        First      Second     Third      Fourth
                             Quarter    Quarter    Quarter    Quarter    Total

 Net revenues                $ 3,550    $ 4,408    $ 4,517    $ 4,136  $ 16,611

 Gross margin                  1,666      1,827      1,833      2,026     7,352

 Income from operations          499        696        689        445     2,329

 Income before income taxes      400        602        648        450     2,100

 Net income                      272        407        441        264     1,384

 Earnings per share             0.06       0.08       0.08       0.05      0.26

 Weighted average shares       4,913      5,294      5,667      5,420     5,420






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

 Not applicable.
<PAGE>
                                  PART   III
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT


 Directors and Executive Officers

 The  following is a list of the directors and executive officers  of  the
 Company as of December 31, 1996, all of whom are elected annually:

                                     Positions Held
     Name                  Age       With the Company

     William J. Volz       49        President
                                     Director

     Todd J. Ashford       40        Chief Financial Officer
                                     Secretary

     William Jackson       49        Vice President/Manufacturing

     Howard L. Farkas      72        Chairman of the Board

     Burton W. Kanter      66        Director

     Albert Morrison, Jr.  58        Director

     Bruce B. Lusignan     46        Director

     Mr.  Volz  is  a  founder of the Company.  He has served as a director
 since its inception and  has  been  the  President  of  the  Company since
 December  1987.   Mr.  Volz  served  as  the Company's Vice President  of
 Engineering  from  1983  to 1987.  He was previously  employed  by  Texas
 Instruments, Inc., Mostek Corporation, and E-Systems, Inc.

     Mr. Ashford joined the  Company  in  1984  as  Director of Finance and
 Administration.  Since 1985, Mr. Ashford has served as the Company's Chief
 Financial Officer.  Mr. Ashford was previously employed  by  W.R.  Grace &
 Company, Inc.

     Mr.  Jackson  joined the Company in 1990.  Before joining the Company,
 Mr. Jackson held various  engineering and management positions at Advanced
 Micro Devices ("AMD") and Monolithic Memories Inc. ("MMI").   Prior to AMD
 and MMI, he was employed by  Raytheon  Corporation,  Litronix Corporation,
 and  Western  Electric.   Mr.  Jackson  was appointed Vice  President  of
 Manufacturing in 1992.

     Mr. Farkas is Chairman of the Board of  the  Company  and  has  been a
 director since 1983.  Mr. Farkas has been part owner of and a broker  with
 Farkas Group, Inc., a commercial real estate company, since 1981.  He has
 been  a  business  advisor to Mr. S. A. Hellerstein, trustee of the Farkas
 Trusts, and Mr. Hellerstein's  predecessor  since  1964.   He  serves as a
 director of Synthetech, Inc., Power Cell, Inc. and Acquisition Industries,
 Inc.   Mr.  Farkas  is  vice president of G.A.S. Corp., a privately  held
 corporation  which  serves  as  the  corporate  general  partner  of  Gas
 Acquisition Services Limited Partnership.   On June 27, 1990, such limited
 partnership sought protection under Chapter 11  of  the federal bankruptcy
 laws.   On  September 22, 1992, Mr. Farkas filed for personal  protection
 under Chapter 7 of the federal bankruptcy laws.
<PAGE>
     Mr. Kanter  has served as a director of the Company since 1983.  He is
 "of counsel" to the  law  firm  of Neal Gerber & Eisenberg in Chicago.  He
 serves as a director of numerous companies, including the following public
 companies: Walnut Financial Services,  Inc.,  HealthCare  COMPARE  Corp.,
 Scientific   Measurement   Systems,   Inc.,  Channel  America,  Inc.  and
 PowerCell-Inc.  He also is a member of the Board of Directors or the Board
 of Trustees of: the Midwest Film Center  of the Chicago Art Institute, the
 Chicago International Film Festival and the  Museum of Contemporary Art of
 Chicago.  He is also on the advisory board of  the  Wharton  School of the
 University  of  Pennsylvania  Real  Estate  Center and the University  of
 Chicago Annual Tax Conference.

     Mr.  Morrison  has  served  as  a director since  1983  and  has  been
 President of Morrison, Brown, Argiz &  Company,  P.C.,  a certified public
 accounting  firm  in  Miami, Florida, since 1969.  Mr. Morrison  is  Vice
 Chairman of the Dade County Industrial Development Authority, Treasurer of
 the Board of Trustees of  Florida International University and a member of
 the Board of Directors of Chicago  Holdings, Inc., Heico Corporation and a
 Trustee of the Greater Miami Chamber of Commerce.

     Dr. Lusignan was elected to the  Board  of  Directors  in  1996.   Dr.
 Lusignan  is  Director of the Communications Satellite Planning Center, a
 research  laboratory  of  Stanford  University's  Electrical  Engineering
 Department.   Dr.  Lusignan  is  Vice President of Engineering for Primary
 Communication, Inc., a small telecommunications  consulting  firm and does
 consulting work for Becker, Gurman, Lucas, Meyers and O'Brien  (regulatory
 law), Mendes and Mount (satellite insurance), the Intergovernmental Bureau
 of  Informatics,  Cairo  University,  King  Saud University, E.F. Johnson
 Corporation, and the U.S. Congress Office of Technology Assessment.

 Committees of the Board of Directors

     The  Board  has  an  Audit  Committee  and  a Compensation  Committee.
 Currently, the members of the Audit Committee are Howard L. Farkas, Burton
 W. Kanter and Albert Morrison, Jr., and the members  of  the  Compensation
 Committee are Howard L. Farkas, William J. Volz and Burton W. Kanter.

     The   functions   of   the   Audit  Committee  include  reviewing  the
 independence of the Company's independent  auditors,  recommending  to the
 Board the engagement and discharge of independent auditors, reviewing with
 the  independent  auditors  the plan and results of auditing engagements,
 reviewing the scope and adequacy  of  internal  accounting  controls  and
 directing  and  supervising  special  investigations.  The Audit Committee
 held one meeting during 1996.

     The  functions  of the Compensation Committee  include  reviewing  and
 making recommendations  to  the  Board with respect to the compensation of
 officers and other employees of the  Company  and  establishing  employee
 benefit  programs.   The  Compensation  Committee  held one meeting during
 1996.

     The Board held five meetings during 1996.  All members  of  the  Board
 attended each meeting during the year.
<PAGE>
 Compliance with Section 16(a) of the Exchange Act

     Based  solely  upon  a  review  of Form 3 and 4 and amendments thereto
 furnished to the Company pursuant to  Rule 16a-3(e) during its most recent
 fiscal year and Form 5 and amendments thereto  furnished  to  the  Company
 with respect to its most recent fiscal year, the Company is not aware  of
 any  directors, officer or beneficial owner of more than 10% of the shares
 of the  Company's  Common  Stock  who failed to file on a timely basis, as
 disclosed in the above Forms, reports  required  by  Section  16(a) of the
 Exchange  Act  during  the  most recent fiscal year or prior fiscal  year
 except that an SEP of Burton W.  Kanter sold 2,500 shares of the Company's
 Common Stock on May 25, 1995 which  sale  was not reported on Form 4 until
 August of 1995.


 ITEM 11.  EXECUTIVE COMPENSATION

  The  information required by this Item will  be  included  in  the  Proxy
 Statement and is incorporated herein by reference.


 ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 The information  required  by  this  Item  will  be  included in the Proxy
 Statement and is incorporated herein by reference.


 ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 The  information  required  by this Item will be included  in  the  Proxy
 Statement and is incorporated herein by reference.
<PAGE>
                              PART IV

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

 (a)  The following documents are filed as part of this report:

     (1)  The Company's Consolidated  Financial  Statements  and  Notes  to
     Consolidated Financial Statements appear at pages 21 to 34 of this report;
     see Index to Consolidated Financial Statements at page 19 of this report.

     (2) Consolidated  Financial  Statement  Schedules appear at page 40 of
     this report; see Index to Consolidated Financial  Statement  Schedules  at
     page 19 of this report.

     (3) The Index to Exhibits appears at page 41 of this report.

 (b) Reports on Form 8-K: During the last quarter of fiscal 1996, the
     Company filed no Current Report on Form 8-K.
<PAGE>
 Schedule II - Valuation and Qualifying Accounts

                     Balance     Charged to  Charged                 Balance at
                   at Beginning  costs and   to Other                   end
  Description       of Period     expenses   Accounts   Deductions   of Period

 1996
 Allowances for: 
 Doubtful Accounts  $  119,500   $ 400,000        --    $  115,800   $ 403,700

 Inventory Reserve  $  575,000  $1,783,900        --    $1,783,900   $ 575,000

 Sales Returns      $  100,500   $ 100,000        --           --    $ 200,500

 1995
 Allowances for:
 Doubtful Accounts  $   49,500   $ 120,000        --    $   50,000   $ 119,500

 Inventory Reserve  $  478,500   $ 749,800        --    $  653,300   $ 575,000

 Sales Returns      $  100,500   $ 507,600        --    $  507,600   $ 100,500

 1994
 Allowances for:
 Doubtful Accounts  $   62,000   $  90,000        --    $  102,500   $  49,500

 Inventory Reserve  $  756,600   $ 872,500        --    $1,150,000   $ 478,500

 Sales Returns      $  143,500   $ 274,200        --    $  317,200   $ 100,500

<PAGE>
                                SIGNATURES


     Pursuant to the requirements of  Section 13 or 15(d) of the Securities
 Exchange Act of 1934, as amended, the  Registrant  has  duly  caused  this
  report  to  be  signed  on  its behalf by the undersigned, thereunto duly
 authorized.

     LOGIC DEVICES INCORPORATED


 Date:  April 8, 1997                    By:   /s/ William J. Volz
                                             William J. Volz, President and
                                             Principal Executive Officer


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

     Signature                Title                         Date

 /s/ William J. Volz          President                     April 8, 1997
     William J. Volz          (Principal Executive Officer)

 /s/ Todd J. Ashford          Chief Financial Officer       April 8, 1997
     Todd J. Ashford          (Principal Financial
                              and Accounting Officer)

 /s/ Howard L. Farkas         Chairman of the Board         April 8, 1997
     Howard L. Farkas         of Directors

 /s/ Burton W. Kanter         Director                      April 8, 1997
     Burton W. Kanter

 /s/ Albert Morrison, Jr.     Director                      April 8, 1997
     Albert Morrison, Jr.

 /s/ Bruce B. Lusignan        Director                      April 8, 1997
     Bruce B. Lusignan
<PAGE>
 INDEX TO EXHIBITS

 Exhibit No.   Description

 3.1  Articles of Incorporation, as amended [3.1] (1).
 3.2  Bylaws, as amended. [3.2] (1).
 4.1  Form of Warrant to purchase an aggregate  of  2,500  shares of common
      stock. [4.1] (15)
 4.2  Form of Warrant to purchase an aggregate of 31,850 shares  of  common
      stock. [10.2] (13)
10.1  Master Agreement dated August 11, 1988 between Registrant, Howard  L.
      Farkas,  Burton W. Kanter, William Volz, Albert Morrison, Jr., as trustee
      of the T.C.  Family  Trust,  Burton  W.  Kanter, as trustee of the Logical
      Trust, L.A. Hellerstein, as trustee, the Farkas  Trusts,  and  Solomon  A.
      Weisgal as trustee of the Bea Ritch Trusts, with exhibits. [10.1] (1).
10.2  Logic Devices Incorporated Stock Purchase Plan. [10.2] (1).
10.3  Incentive Stock Agreement dated September 1, 1986 between Registrant
      and  certain  employees  and  former  employees  of  Registrant, including
      William  Volz, James McAllister, Todd Ashford and Jesse  Huffman.  [10.3]
      (1).
10.4  Agreement of Lease dated May 4, 1989 between Registrant and the Koger
      Company covering Registrant's facility in St. Petersburg, Florida.  [10.7]
      (5)
10.5  Sales Incentive Plan. [10.11] (1).
10.6  Logic  Devices  Incorporated incentive and non-qualified stock option
      plan.   [10.26] (6).
10.7  Stock option agreement  between  Todd  J. Ashford and the Registrant,
      dated May 15, 1990. [10.27] (7)
10.8  Stock option agreement between Tony Bell  and  the  Registrant, dated
      April 16, 1990. [10.28] (7)
10.9  SRAM Development Memorandum of Understanding between  the  Registrant
      and OKI Electric Industry Co., Ltd. dated March 3, 1992. [10.32] (9) (17)
10.10 Form of Warrant to purchase an aggregate of 220,000 shares  of
      Common Stock. [10.23] (12)
10.11 Form of Registration Agreement regarding the Warrants referenced
      in Exhibit 10.14. [10.24] (12)
10.12 Foundry  Capacity  Agreement  between  Zentrum  Mikroelektronik
      Dresden (ZMD) and Logic Devices Incorporated,
      dated December 14, 1995. [10.27](12)(17)
10.13 Real Estate lease regarding Registrant's Sunnyvale facilities.
      [10.1](16)
10.14 Assignment of Warrant to purchase an aggregate of 100,000 shares
      of Common Stock. [10.1](14)
10.15 Secured  Promissory  Note  between Howard Farkas and Registrant.
      [10.4](14)
10.16 Secured  Promissory  Note between  Albert  Morrison,  Jr.  and
      Registrant. [10.5](14)
11.1  Computation of Earnings per Common Share
23.1  Consent letter of Meredith Cardozo & Lanz LLP
26.1  Financial Data Schedule
 ___________________
  [    ]      Exhibits  so  marked have  been  previously  filed  with  the
 Securities and Exchange Commission  as exhibits to the filings shown below
 under  the exhibit numbers indicated following  the  respective  document
 description and are incorporated herein by reference.
 (l)  Registration  Statement  on  Form S-18 ("Registration Statement"), as
      filed with the Securities and Exchange  Commission  ("SEC")  on August 23,
      1988.
 (2)  Amendment No. 1 to Registration Statement as filed with the  SEC  on
      September 27, 1988.
 (3)  Amendment  No. 2 to Registration Statement, as filed with the SEC on
      October 7, 1988.
 (4)  Annual Report  on  Form  10-K  for the fiscal year ended December 31,
      1988, as filed with the SEC on April 14, 1989.
 (5)  Annual report on Form 10-K for the  fiscal  year  ended  December 31,
      1989, as filed with the SEC on April 14, 1990.
 (6)  Proxy Statement relating to the Annual Meeting of Shareholders  held
      on June 12, 1990, as filed with the SEC on May 24, 1990.
 (7)  Annual  Report  on  Form 10-K for the fiscal year ended December 31,
      1990, as filed with the SEC on April 14, 1991.
 (8)  Annual Report on Form  10-K  for  the  fiscal year ended December 31,
      1991, as filed with the SEC on April 14, 1992.
 (9)  Annual Report on Form 10-K for the fiscal  year  ended  December  31,
      1992, as filed with the SEC on April 15, 1993.
(10)  Annual  Report  on Form 10-K for the fiscal year ended December 31,
      1993, as filed with the SEC on March 31, 1994.
(11)  Annual  Report  on  Form 10-K for the fiscal year ended December 31,
      1994,     as     filed     with    the    SEC     on     March     31,
      1995.
<PAGE>
(12)  Annual  Report  on  Form 10-K for the fiscal year ended December 31,
      1995,     as     filed     with    the    SEC     on     April     12,
      1996.
(13)  Registration Statement on Form  S-3  as  filed with the SEC on August
      31, 1995 [Registration No. 33-62299]
(14)  Registration Statement on Form S-3 as filed  with the SEC on November
      21, 1996 [Registration No. 333-16591]
(15)  Quarterly Report on Form 10-Q for the quarter  ended  September  30,
      1995,      as      filed      with     the     SEC     on     November
      14, 1995.
(16)  Quarterly Report on Form 10-Q  for  the  quarter  ended September 30,
      1996,      as      filed     with     the     SEC     on     November
      14, 1996.
(17)  Confidential treatment  requested with respect to certain portions of
      such agreements.
<PAGE>
                                EXHIBIT 11


                 Computation of Earnings per Common Share

                                           1996          1995            1994

 Weighted average shares outstanding
     common stock                      6,041,483      5,233,575      4,758,146
 Common stock equivalent convertible
     preferred stock                        --             --           25,666
 Dilutive effect of common stock options    --           13,743         28,035
 Dilutive effect of common stock warrants   --          172,354         29,526
 Weighted average common and
     common share equivalents          6,041,483      5,419,672      4,841,373

  Net  income                       $    122,300     $1,383,800     $  707,800


 Net income per common share equivalent  $  0.02        $  0.26        $  0.15
<PAGE>
 EXHIBIT 23.1
 MC
 Meredith, Cardozo & Lanz LLP
 Certified Public Accountants

 Independent Auditors  Consent

 The Board of Directors
 Logic Devices Incorporated

 We consent to the use of our report included herein, dated March 20, 1996,
 relating to the consolidated balance sheets of  Logic Devices Incorporated
 (the   Company  )  as  of  December 31, 1996 and 1995,  and  the  related
 consolidated statements of income, shareholders  equity and cash flows and
 related schedules for each of  the  years  in  the three-year period ended
 December 31, 1996, to the incorporation by reference  of  such report into
 the  Registration  Statement on Form  S-3 filed by the Company  with  the
 Securities and Exchange Commission ( SEC ) November 21, 1996 [Registration
 No. 333-16591], into  the  Registration Statement on Form S-8 filed by the
 Company with the SEC on September  28, 1993 [File No. 33- 69630], and into
 the Registration Statement on Form S-8  filed  by the Company with the SEC
 on July 6, 1996 [Registration No. 33-60993].




 /s/ Meredith, Cardozo & Lanz LLP
 San Jose, California
 March 20, 1996