NETTER DIGITAL ENTERTAINMENT INC
10QSB/A, 1997-02-28
MOTION PICTURE & VIDEO TAPE PRODUCTION
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                              Form 10-QSB/A

                    SECURITIES AND EXCHANGE COMMISSION
                             Washington D.C.


           Quarterly Report Pursuant to Section 13 or 15(d) of 
                   the Securities Exchange Act of 1934
	

For the Quarterly Period Ended December 31, 1996     Commission File No. 0-26884


                    NETTER DIGITAL ENTERTAINMENT, INC.
            (exact name of registrant as specified in charter)

             Delaware                                   95-3392054
        (State or other                              (I.R.S. Employer
jurisdiction of incorporation)                      Identification No.)


                    5200 Lankershim Blvd., Suite 280
                    No. Hollywood, California  91601
                 (Address of principal executive office)

   Registrant's telephone number, including area code: 818/753-1990


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 ___


As of February 13, 1997 the Registrant had 3,317,221 shares of its 
Common Stock, $.01 par value, issued and outstanding.





















                                SIGNATURE



Pursuant to the requirements of the Securities Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.



                                              NETTER DIGITAL ENTERTAINMENT, INC.
                                              Registrant
	


Dated: February 28, 1997                      By: /s/ Thomas Jorgenson
                                                 ---------------------
                                                 Thomas Jorgenson
                                                 Chief Operating Officer



<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          JUN-30-1997
<PERIOD-END>                               DEC-31-1996
<CASH>                                       1,089,890
<SECURITIES>                                         0
<RECEIVABLES>                                1,225,555
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             2,506,196
<PP&E>                                       1,094,561
<DEPRECIATION>                                 115,679
<TOTAL-ASSETS>                               4,212,053
<CURRENT-LIABILITIES>                          838,233
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        27,950
<OTHER-SE>                                   3,345,370
<TOTAL-LIABILITY-AND-EQUITY>                 4,212,053
<SALES>                                              0
<TOTAL-REVENUES>                             9,421,612
<CGS>                                                0
<TOTAL-COSTS>                                8,489,350
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                               (42,132)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (42,132)
<EPS-PRIMARY>                                   (0.02)
<EPS-DILUTED>                                        0
        

</TABLE>


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