<PAGE>
Filed Pursuant to Rule 424(b)(3)
REGISTRATION NO. 333-27503
PROSPECTUS SUPPLEMENT NO. 1 DATED DECEMBER 31, 1997 TO THE
PROSPECTUS DATED JUNE 19, 1997 OF
MEDIA LOGIC, INC.
This Prospectus Supplement No. 1 amends the number of shares of Common
Stock of Media Logic, Inc. (the "Company") being offered for sale by the
Selling Stockholders (and reflected throughout the Prospectus). The Selling
Stockholders are offering for sale 3,063,222(1) shares of Common Stock (which
is an increase of 1,155,596 shares over the 1,907,626 shares referenced in
the Prospectus) issuable upon the conversion of the Debentures. The 3,063,222
Shares offered hereby include (i) 2,231,000 shares issued to date for
Debentures already converted, (ii) 777,778 shares issuable upon conversion of
the remainder of the Debentures outstanding and (iii) 54,444 shares issuable
assuming conversion of approximately one year's accrued interest of $49,000,
based on an assumed Conversion Date Price of $.90 per share for the principal
amount, and interest thereon, of the Debentures outstanding. The $.90 assumed
Conversion Date Price is a minimum conversion price agreed to on December 29,
1997 by the Registrant and four of the five remaining Selling Stockholders
(F.T.S. Worldwide Corporation, Beauchamp Finance, Ltd., Euro Factors
International Inc. and Ramlu Trading Corp.).
This Prospectus Supplement No. 1 should be read in conjunction with the
Prospectus dated June 19, 1997.
__________
(1) As noted in the Prospectus of which this Prospectus Supplement is a part,
the Company has registered a total of 3,565,656 shares of Common Stock
for issuance upon conversion of the Debentures.
Page 1 of 1 Page
