UNITED STATES 
                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, DC 20549

                              FORM 10-QSB

(Mark one)

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

          For the quarterly period ended  September 30, 1996          
          __________________________________________________

( )   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

      For the Transition period from           to           

Commission file number:    0-17419                               
                         __________

                            PC ETCETERA, INC.                          
_______________________________________________________________________
   (Exact name of small business issuer as specified in its charter)

         Delaware                                     13-3260705
________________________________________        ______________________
 (State or other jurisdiction of                 (IRS Employer
 incorporation or organization)                   Identification No.)

  462 Seventh Avenue, New York, NY                      10018   
________________________________________        ______________________
(Address of principal executive offices)             (Zip Code)

Issuer's telephone number:     (212) 736-5870                        
                             __________________ 

________________________________N/A____________________________________
(Former name, former address and former fiscal year, if changed since
 last report)

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

                    APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
3,127,462 shares of common stock as of October  25, 1996

<PAGE>
                    PC ETCETERA, INC. AND SUBSIDIARIES

                       PART I.  FINANCIAL INFORMATION

All references herein to numbers of shares of Common Stock and per
share amounts, and all references herein to dollar amounts that are
based upon the number of shares of Common Stock that are issued, give
retroactive effect to the one-for-five reverse split of the shares of
Common Stock effectuated as of April 19, 1995.

The financial information herein is unaudited.  However, in the opinion
of management, such information reflects all adjustments (consisting
only of normal recurring accruals) necessary for a fair presentation of
the results of operations for the periods being reported. Additionally,
it should be noted that the accompanying condensed consolidated
financial statements do not purport to contain complete disclosures in
conformity with generally accepted accounting principles.

The results of operations for the three and nine months ended September
30, 1996 are not necessarily indicative of the results of operations
for the full year.

These condensed consolidated financial statements should be read in
conjunction with the Company's audited financial statements for the
year ended December 31, 1995 and the notes thereto.


<PAGE>
                     PC ETCETERA, INC. AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEET
                            SEPTEMBER 30, 1996
                                (UNAUDITED)
ASSETS:
_______

CURRENT ASSETS:

Cash and Cash Equivalents                               $   53,656
Accounts Receivable                                        981,598
Inventories                                                 54,458
Prepaid Expenses and Other Current Assets                   43,099
                                                         _________
     Total Current Assets                                1,132,811
                                                         _________

PROPERTY AND EQUIPMENT (net of accumulated 
  depreciation of $821,231)                                367,730

OTHER ASSETS (Net)                                          51,614
                                                         _________

         TOTAL ASSETS                                   $1,552,155
                                                        ==========

LIABILITIES AND STOCKHOLDERS  EQUITY:
_____________________________________

CURRENT LIABILITIES:

Accounts Payable and Accrued Expenses                   $1,830,748
Loans Payable - Others - Current Portion                   627,977
Loans Payable - Affiliate                                  285,706
Capital Equipment Obligations - Current Portion             56,205
Deferred Revenue                                            47,365
                                                         _________

     Total Current Liabilities                           2,848,001
                                                         _________

OTHER LIABILITIES:

Loans Payable - Bank                                        82,323
Capital Equipment Obligations                               14,996
Other Liabilities                                          133,333
                                                         _________

     Total Liabilities                                   3,078,653
                                                         _________

STOCKHOLDERS  EQUITY:

Common Stock                                                31,275
Preferred Stock                                              1,000
Additional Paid in Capital                               5,279,783
Accumulated Deficit                                     (6,838,556)
                                                         _________
     Total Stockholders  Equity                         (1,526,498)
                                                         _________

         TOTAL LIABILITIES AND STOCKHOLDERS  EQUITY     $1,552,155
                                                        ==========

<PAGE>
                      PC ETCETERA, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                                SEPTEMBER 30,
                                 (UNAUDITED)

                          NINE MONTHS ENDED       THREE MONTHS ENDED
                          1996        1995         1996        1995
                       __________  __________   __________  __________

Net Sales              $5,210,729  $8,427,704   $1,873,884  $2,627,440

Cost of Sales           3,543,092   4,737,283    1,230,450   1,664,563

                       ______________________   ______________________
Gross Profit            1,667,637   3,690,421      643,434     962,877
                       ______________________   ______________________

Selling, General and
Administrative          2,476,168   4,778,480      595,703   1,420,584
Research and Development   58,214     577,707            0     176,125
(Gain) on Sale of 
  Subsidiary             (231,775)          0      (16,665)          0
                       ______________________   ______________________
Operating Income (Loss)  (634,970) (1,665,766)      64,396    (633,832)
                       ______________________   ______________________

Interest Expense (net)   (116,927)    (75,631)     (41,169)    (27,155)
                       ______________________   ______________________

Net Income (Loss)       ($751,897)($1,741,397)     $23,227   ($660,987)
                       ======================   ======================

Net Income (Loss) Per 
  Share                    ($0.24)     ($0.64)       $0.01      ($0.23)
                       ======================   ======================

Weighted Average 
  Number of Shares      3,127,462   2,705,240    3,127,462   2,927,462
                       ======================   ======================


<PAGE>
                     PC ETCETERA, INC.  AND SUBSIDIARIES
                     CONSOLIDATED STATEMENT OF CASH FLOWS
                       NINE MONTHS ENDED SEPTEMBER 30, 
                                (UNAUDITED)

                                               1996         1995
                                               ________     _________
Cash flows from Operating Activities:
_____________________________________

Net (loss)                                    ($751,897)   ($1,741,397)

Adjustments to Reconcile Net (Loss) to
  Net Cash (Used In) Operating Activities:

Depreciation and Amortization                   176,706        633,426

Changes in Operating Assets and Liabilities:

(Increase) in Accounts Receivable              (377,824)      (221,273)
(Increase) Decrease in Prepaid Expenses
  and Other Current Assets                        2,359       (165,465)
Decrease in Security Deposits                    14,687         13,618
Increase in Accounts Payable                    438,226        377,149
(Increase) in Inventories                       (21,991)             0
Increase in Deferred Revenue                     20,988         96,141
Increase in Other Liabilities                   133,333              0
                                               ________     __________
    Net Cash (Used in) Operating Activities    (365,413)    (1,007,801)
                                               ________     __________

Cash Flows From Investing Activities:
_____________________________________

Purchase of Fixed Assets                        (55,538)       (93,494)
Sale of Subsidiaries                            610,704              0
                                               ________     __________
    Net Cash Provided by (Used in) Investing
      Activities                                555,166        (93,494)
                                               ________     __________

Cash Flows from Financing Activities:
_____________________________________

(Repayment of) Loans Payable - Bank             (58,192)       (91,375)
Increase (Decrease) in Loans Payable - Others   114,491       (123,192)
(Repayment of) Loans Payable Related Party     (250,000)             0
(Repayment of) Capital Equipment Obligations    (94,957)      (170,670)
Issuance of Stock (Net of Expenses Incurred)          0      1,464,495
                                               ________     __________
    Net Cash Provided by (Used in) Financing
      Activities                               (288,658)     1,079,258
                                               ________     __________

Net (Decrease) in Cash and Cash Equivalents     (98,905)       (22,037)

Cash and Cash Equivalents
  Beginning of Period                           152,561         77,777

Cash and Cash Equivalents, End of Period        $53,656        $55,740
                                               ========     ==========

             SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
             ________________________________________________

Cash paid during the year for
   Interest                                    $119,751       $100,789
   Income Taxes                                      $0           $800

 SUPPLEMENTAL SCHEDULE OF NON -CASH INVESTING AND FINANCING
ACTIVITIES
_______________________________________________________________________

None

                       DISCLOSURE OF ACCOUNTING POLICY
                       _______________________________

For purposes of the Statement of Cash Flows, the Company considers all
highly liquid instruments with a maturity of three months or less to be
cash equivalents.

<PAGE>
        MANAGEMENT S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
        _________________________________________________________

Results of Operations
_____________________

     Revenues for the three and nine months ended September 30, 1996 of
$1,873,884 and $5,210,729, respectively  represented a decrease of 29%
and 38%, respectively, as compared to revenues of $2,627,440 and
$8,427,704, respectively, for the three and nine months ended September
30, 1995.

     As discussed below, effective January 1, 1996, all of the
outstanding stock of the Company's wholly-owned Canadian subsidiary
("PC Canada") was sold.  Included in the revenues for the three and
nine months ended September 30, 1995 was $1,062,895 and $2,691,030,
respectively of revenues from PC Canada. In addition, Management closed
the Company's wholly-owned Israeli subsidiary ("PC Israel") as
discussed below.  Revenues of PC Israel decreased by $208,536 and
$685,014, respectively, for the three and nine months ended September
30, 1996 as compared to the three and nine months ended September 30,
1995. Further, as discussed below, effective April 1, 1996, the Company
sold its San Francisco, California and Boise, Idaho operations.
Revenues attributable to the San Francisco operations decreased by
approximately $254,477 and $476,363, respectively for the three and
nine months ended September 30, 1996.  Revenues associated with the
sale of the Company's Canadian, San Francisco and Boise operations
along with the closing of PC Israel accounted for substantially all of
the decreased revenues.  Total revenues for the Company's remaining New
York location increased by 35% and 7%, for the three and nine months
ended September 30, 1996 as compared to the three and nine months ended
September 30, 1995.

     During the year ended December 31,1994 and throughout 1995  the
Company had broadened and augmented its personal computer support
alternatives by introducing new service/product lines designed to
enhance its established Instructor-led training ("ILT") business.
Consulting Services Division ("CSD") is responsible for providing
personal computer personnel, on a temporary basis, to the Company's
client base. During the nine months ended September 30, 1996 Management
has changed its focus in order to place more emphasis on contract
consulting.  Consulting revenues for the remaining New York location
grew from $665,574 and $1,606,461, respectively,  for the three and
nine months ended September 30, 1995 to $1,151,110 and $2,655,698,
respectively for the three and nine months ended September 30, 1996, an
increase of 73% and 65%, respectively.  Consulting revenues increased
by 52% for the third quarter of 1996 as compared to the second quarter
of 1996.  In addition, the Company developed and offered computer-based
training ("CBT") programs to augment and supplement its live training
classes.  However, the CBT programs were continually  resulting in
operating losses and the Company ceased efforts to develop new CBT
products.  Although CBT departments have been eliminated and there are
only minimal costs, the Company continues to sell existing CBT products
through its ILT and CSD sales force.  CBT revenues for the three and
nine months ended September 30, 1996 were approximately $105,000 and
$230,000.   In September, 1995, the Company began to ship its CBT
products through the retail channel in addition to selling to corporate
clients. All products sold to retailers are returnable if not resold to
end-users.  Since the Company has no historical basis of estimating
such returns, it recognizes revenues only when such resales occur.  The
Company only recognized revenues of $21,000 during the nine months
ended September 30, 1996 from such retail sales.  Retail sales have
been lower than expectation and the Company has limited its efforts
within the retail market.  The Company does not have any obligations to
the end-user once the product is sold.
  
     During the three and nine months ended September 30, 1996, the
Company continued to experience declining ILT revenues.  However, the
rate of the decrease has been diminishing.   In the New York region 
ILT revenues decreased by approximately 9% and 24%, respectively,  for
the three and nine months ended September 30, 1996, as compared to the
comparable periods in 1995.  ILT revenues for the first quarter of 1996
decreased by 30%, the second quarter decreased by 22% and the third
quarter decreased by 7% as compared to comparable periods of 1995. 
Management attributes the declining ILT revenue to the fact that
software vendors have not released many new versions of existing
software.  The Company had anticipated that the release of a new
operating system entitled Windows 95  would have a positive impact on
ILT revenues. Although released in August 1995, many clients are
continuing to delay such conversions and projects pending marketplace
experiences with Windows 95.  In addition, the contemplated release in
August 1996 of Windows NT, a more advanced network operating system,
has caused organizations to re-evaluate desktop application strategies
and back office applications together and thus has further delayed
application or conversion projects. Increased competition and lower
pricing was also a factor in the decreased ILT revenues.

     The Company is aggressively pursuing a move into the higher end
training market as many organizations require certification training
for Microsoft and Lotus back office applications and operating systems
which historically has had higher margins.  This higher technical
training environment has a better synergy with the Company's growing
consulting business.  In 1995, the Company was awarded Lotus Authorized
Education Center status  and received  Microsoft Authorized Technical
Education Center status during the nine months ended September 30,
1996.  During the three months ended September 30, 1996 the Company's
Business Partner status with Lotus was upgraded to Premium Business
Partner.  The Company recognized technical training revenue of $114,848
and $332,178, respectively for the three and nine months ended
September 30, 1996 as compared to $51,997 and $177,751, respectively
for the three and nine months ended September 30, 1995.  During the
three months ended September 30, 1996, technical training accounted for
approximately 20% of all ILT revenues.

     The Company s cost of revenues for the three and nine months ended
September 30, 1996 was 66% and 68%, respectively of revenues as
compared to 63% and 56%, respectively,  of revenues for the three and
nine months ended September 30, 1995.  Cost of revenues for contract
consulting was 67% of revenues, for ILT was 68% of revenues and for CBT
was 29% of revenues.

     Selling, general and administrative expenses for the three and
nine months ended September 30, 1996 of $595,703 and $2,476,168,
respectively,  showed a significant decrease as compared to selling,
general and administrative expenses of $1,420,584 and $4,778,480,
respectively,  for the three and nine months ended September 30, 1995.
Included in the net reduction was approximately $672,455 and
$1,686,903, respectively,  for the three and nine months ended
September 30, 1996,  pertaining to the sale of PC Canada, and the San
Francisco operations as well as the shut down of PC Israel.  Management
has devoted substantial efforts to an aggressive cost containment plan. 
The Company reduced selling, general and administrative expenses for
its remaining United States operations by 28% and 23%, respectively, 
for the three and nine months ended September 30, 1996 as compared to
the three and nine months ended September 30, 1995.  Corporate overhead
decreased by 30% and selling, general and administrative expenses
decreased by 9% during the three months ended September 30, 1996 as
compared to the three months ended June 30, 1996.

     Research and development expenses were $0 and $58,214,
respectively, for the three and nine months ended September 30, 1996,
as compared to $194,389 and $401,582, respectively, for the three and
nine months ended September 30, 1995.  This decrease was due to a
determination by the Company to eliminate its CBT research and 
development operations.

     The Company had net income of $23,227 and a net loss of $751,897
respectively, for the three and nine months ended September 30, 1996,
as compared to a net loss of $660,987 and $1,741,397, respectively, 
for the three and nine months ended September 30, 1995.  With the
increased CSD revenues as well as the implementation of the
restructuring and cost containment plans, the Company was profitable
during the three months ended September 30, 1996.  The reduction of
loss is attributable primarily to management s aggressive cost
containment plan, increased consulting revenues and the elimination of
the  Company s CBT research and development expenses, offset by the
$231,775 gain on the sale of PC Canada and San Francisco operations. 
Management believes that decreasing ILT revenues will continue
throughout 1996. However, the Company anticipates continued growth of
CSD revenues.  The Company decided to cease operations of PC Israel
effective  March 31, 1996 and substantially eliminate its CBT research
and development program; however, it continues to market its existing
CBT software.

     As discussed below under "Liquidity and Capital Resources," (i)
effective January 1, 1996, the Company sold all of the outstanding
stock of PC Canada and (ii) effective April 1, 1996, the Company sold
its San Francisco, California and Boise, Idaho operations.
 

Liquidity and Capital Resources
________________________________

     The Company's working capital deficiency increased to $1,715,190
at September 30, 1996 as compared to $1,234,834 at December 31, 1995.
The increase was due primarily to the operating losses experienced
during the nine months ended September 30, 1996, offset by the sale of
PC Canada and the sale of the San Francisco regional office.

     The Company is a party to a financing agreement by which it
finances its trade receivables. The agreement is scheduled to expire on
April 30, 1997. The balance outstanding under the agreement, which is
limited to 75% of eligible receivables, is reported as a current
liability under "Loans Payable - Others."

     The Company used $365,413 in operating activities during the nine
months ended September 30, 1996 , primarily due to its net loss of
$751,897 during such period. Such loss was offset by increased accounts
payable of $438,226 during such period as well as depreciation and
amortization expenses of $176,706.  During the nine months ended
September 30, 1996,  the Company s investing activities provided cash
in the amount of $555,166 as a result of  the sale of PC Canada and the
San Francisco operations.  The Company s financing activities during
such period used cash in the amount of $288,658 primarily due to the
repayment of loans from related parties of $250,000. 
  
     Effective December 5, 1995, the Company borrowed $500,000 from
certain stockholders  of the Company for working capital purposes.  The
notes evidencing the loans provide for interest at the rate of 10% per
annum and the payment of the principal amount one year from the date of
issuance.

     Effective January 1, 1996, all of the outstanding stock of PC
Canada was sold to a private company for net proceeds of $718,000,
including the license of certain computer software. Of such amount,
$250,000 was used to repay a portion of the December 1995 loans
described above.  Pursuant to the terms of the notes, as a result of
the sale of PC Canada, the remaining balance of the loans is due and
payable.

     Effective April 1, 1996, the Company sold the operating assets of
its San Francisco, California training office and Boise, Idaho business
location for an aggregate cash purchase price of $42,000.  In addition,
the purchaser agreed to assume certain obligations and liabilities of
the Company.

     As indicated above, the Company has experienced continuing net
losses and negative cash flows from operations and has a working
capital deficiency and stockholders  deficit. With the implementation
of the restructuring and cost containment plans the Company was
profitable during the three months ended September 30, 1996.  The
Company's continuing existence is dependent upon its ability to
continue to maintain profitable operations.  The Company is currently
working under a plan to continue to reduce overhead, and maintain its
profitability.  As indicated above, the Company sold its Canadian
subsidiary in January 1996, shut down the Israeli- based research and
development center in March 1996, and sold the San Francisco branch in
April 1996 in order to raise needed cash and reduce expenses.  In
addition, the Company has implemented a substantial cost cutting
program.  The Company has currently reduced expenses by approximately
$150,000 a month by eliminating three Vice President positions, reduced
the number of CBT design staff, reduced administrative payroll
obligations and sublet office space.  As discussed above, the Company
is also experiencing growth in its Consulting Services Division and has
begun to experience reduced losses in its ILT operations.

     The Company is also presently exploring all other possible
opportunities in order to reduce the working capital deficiency,
including expanding its marketing efforts,  negotiating with vendors
and debt holders and seeking additional financing.  No assurances can
be given that any such efforts will be successful.  Based upon the cost
reduction plans outlined above,  the Company believes that it will be
able to generate sufficient cash to support its operations through the
remainder of 1996.  Such belief is, however, a forward-looking
statement and, due to the stiff competition faced by the Company from
entities which provide computer training and consulting services, and
market CBT products, no assurances can be given that the Company will
be successful in such regard.

<PAGE>
                  PC ETCETERA, INC. AND SUBSIDIARIES


PART II.  OTHER INFORMATION

          Item 1.  Legal Proceedings

                        None

          Item 2.  Changes in Securities

                        None

          Item 3.  Defaults Upon Senior Securities

                        None

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

                        None

          Item 5.  Other Information

                        None

          Item 6.   Exhibits and Reports on Form 8-K

                        None


<PAGE>
                            SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                                 PC Etcetera, Inc.



November 12, 1996                By:  /s/ /Terry I. Steinberg
                                      _______________________________
                                      Terry I. Steinberg
                                      President (Principal 
                                      Executive and Financial Officer)