DATAFLEX CORP
10-C, 1995-04-26
COMPUTERS & PERIPHERAL EQUIPMENT & SOFTWARE
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                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                                               
                            -------------------

                                 FORM 10-C

              REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                        INTERDEALER QUOTATION SYSTEM
                FILED PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934 AND RULE 13a-17
                            OR 15d-17 THEREUNDER
                                            
                               -------------


                            DATAFLEX CORPORATION
 --------------------------------------------------------------------------
               (Exact name of issuer as specified in charter)

                3920 Park Avenue  Edison, New Jersey  08820
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                  (Address of principal executive offices)

 Issuer's telephone number, including area code:      (908) 321-1100


                 I. CHANGE IN NUMBER OF SHARES OUTSTANDING

 Indicate any change (increase or decrease) of five percent or more in
 number of shares outstanding:

 1.   Title of Security:     Common Stock

 2.   Number of shares outstanding before the change: 4,133,995

 3.   Number of shares outstanding after the change:  4,758,995

 4.   Effective date of change:                       January 11, 1995

 5.   Method of change:   Specify method (such as merger, acquisition,
                          exchange, distribution, stock split, reverse
                          split, acquisition of stock for treasury, etc.)

 Private Placement

 Give brief description of transaction:

 Common Stock was issued in a private placement in connection with the
 acquisition of substantially all of the assets and assumption of substantially
 all of the liabilities of National Data Products, Inc., a Florida corporation.


                        II. CHANGE IN NAME OF ISSUER

 1.   Name prior to change:              N/A

 2.   Name after change:                 N/A

 3.   Effective date of charter amendment changing
      name:                                           N/A

 4.   Date of shareholder approval of change, if
      required:                                       N/A


       April 12, 1995        /s/ Raymond Dio Guardi
 --------------------------  ----------------------------------------------
            Date             Raymond Dio Guardi  
                             Chief Financial Officer


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