CSP INC /MA/
10-Q/A, 1997-01-17
COMPUTER PERIPHERAL EQUIPMENT, NEC
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                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 10549
                               FORM 10-Q
                           AMENDMENT NUMBER 1
  (Mark One)

      (X) Quarterly report pursuant to Section 13 of 15(d) of the
          Securities Exchange Act of 1934

      For the quarterly period ended November 29, 1996 or

      ( ) Transition report pursuant to Section 13 or 15(d) of
          the Securities Exchange Act of 1934

    For the transition period from               to

    Commission file number 0-10843

                             CSP Inc.
       (Exact name of registrant as specified in its charter)

            Massachusetts                        04-2441294
     (State or other jurisdiction of          (I.R.S. Employer
      incorporation or organization)           Identification No.

           40 Linnell Circle, Billerica, Massachusetts
              (Address of principal executive offices)

 Registrant's telephone number, including area code:(508)663-7598

                                 NONE
(Former name, former address, former fiscal year, if changed
 since last report)

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 ( )

 APPLICABLE ONLY TO CORPORATE USERS:

Indicate the number of shares outstanding of each of the issuer's
 classes of common stock as of the latest practicable date.

                Class                Outstanding January 7, 1997
     Common stock, $.01 par value          2,661,970  shares

This amendment is being filed to correct the deferred compensation
and retirement plans  line of the Balance Sheet.  


<TABLE>
<CAPTION>
CSP, INC AND SUBSIDIARIES                                   
CONSOLIDATED BALANCE SHEETS                                 
(Dollars in thousands)                                           
                                             November 29,   August 30,
                                                 1996          1996
                                             (Unaudited)         
<S>                                          <C>            <C>
ASSETS                                                           
Current assets:                                                        
   Cash and cash equivalents                      $10,549       $10,928
   Marketable securities                            7,477         6,127
   Accounts receivable, net                         2,918         4,147
   Inventories (Note 2)                             2,618         2,405
   Deferred income taxes                              481           481
   Prepaid expenses                                   433           351
      Total current assets                         24,476        24,439
                                                                       
Property, equipment and improvements, net           3,507         3,607
                                                                       
Other assets:                                                          
   Land held for future development                   163           163
   Deferred income taxes                              407           409
   Other assets                                       919           918
      Total other assets                            1,489         1,490
                                                                       
         Total assets                             $29,472       $29,536
                                                                       
LIABILITIES AND SHAREHOLDERS' EQUITY                                   
Current liabilities:                                                   
   Accounts payable and accrued expenses           $1,403        $1,425
   Income taxes payable                                93           214
      Total current liabilities                     1,496         1,639

Deferred compensation and retirement                                   
  plans                                             2,153         2,093
Shareholders' equity:                                                  
   Common stock,$.01 par,authorized                                    
    7,500,000 shares; issued 2,962,284                                 
    and 2,957,284 shares                               29            29
   Paid in capital                                 10,422        10,411
   Retained earnings                               17,405        17,397
                                                   27,856        27,837
   Less treasury stock, at cost, 301,314                               
     shares (Note 3)                                2,033         2,033
                                                                       
     Total shareholders' equity                    25,823        25,804
                                                                       
Total liabilities and shareholders'equity         $29,472       $29,536
</TABLE>
See notes to consolidated financial statements.




                             SIGNATURES

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


CSP Inc.
(Registrant)


Date: January 17, 1997        By:  s/s Alexander R. Lupinetti
                                   Chief Executive Officer
                                   and President


Date: January 17, 1997        By:  s/s Gary W. Levine
                                   Vice President of Finance
                                   and Chief Financial Officer






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