MEDIA LOGIC INC, 424B3, 1998-02-20

MEDIA LOGIC INC
424B3, 1998-02-20
COMPUTER PROCESSING & DATA PREPARATION

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                                           Filed Pursuant to Rule 424(b)(3)

                                           REGISTRATION NO. 333-27503



              PROSPECTUS SUPPLEMENT NO. 2 DATED FEBRUARY 20, 1998 TO THE
                          PROSPECTUS DATED JUNE 19, 1997 OF
                                  MEDIA LOGIC, INC.


     This Prospectus Supplement No. 2 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 3,039,567 shares of Common Stock (which is 
a decrease of 23,655 shares from the 3,063,222 shares referenced in 
Prospectus Supplement No. 1 to the Prospectus) which number represents the 
aggregate number of shares of Common Stock issued upon conversion of all of 
the Debentures.  As of January 28, 1998, all of the Debentures had been 
converted into shares of Common Stock. 

     This Prospectus Supplement No. 2 should be read in conjunction with the 
Prospectus dated June 19, 1997 and Prospectus Supplement No.1 dated December 
31, 1997.