ARIEL CORP
10QSB, 1996-08-09
PRINTED CIRCUIT BOARDS
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                      SECURITIES AND EXCHANGE COMMISSION

                             Washington, DC 20549
                      ----------------------------------

                                 Form 10-QSB

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 1996   Commission file number: 0-25326

                              Ariel Corporation
            (exact name of registrant as specified in its charter)

              Delaware                           13-3137699
      (State of incorporation)          (IRS employer identification
                                                   number)
                                2540 Route 130
                          Cranbury, New Jersey 08512
                   (Address of principal executive offices)

                                 609-860-2900
                   (Telephone number, including area code)
                 --------------------------------------------

      Check mark  whether  the issuer (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 ( )

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

Common Stock, $.001 par value               8,369,242 shares outstanding
                                           as of June 30, 1996


                  Documents Incorporated by Reference: None


<PAGE>


                              Ariel Corporation
                 Form 10-QSB for Quarter Ended June 30, 1996
                                    Index

Part I.  Financial Information

Item 1.     Financial Statements

            A.    Unaudited Balance Sheet as of June 30, 1996

            B.    Unaudited Statements of Operations for the three and
                  six months ended  June 30, 1996 and 1995.



            C.    Unaudited Statements of Cash Flows for the six months
                  ended June 30, 1996 and 1995.
                



            D.    Unaudited Notes to Financial Statements



Item 2.     Management's Discussion and Analysis or Plan of Operation.



Part II.  Other Information

<PAGE>


PART I. - FINANCIAL INFORMATION
ITEM 1. - FINANCIAL STATEMENTS

                            ARIEL CORPORATION
                              BALANCE SHEET
                           As of June 30, 1996
                               (Unaudited)

<TABLE>
<CAPTION>

                                  ASSETS
<S>                                                             <C>


CURRENT ASSETS:
       CASH AND CASH EQUIVALENTS                               $13,362,657
       ACCOUNTS RECEIVABLE, NET OF ALLOWANCE FOR DOUBTFUL
             ACCOUNTS OF $183,039                                2,852,286
       OTHER RECEIVABLES                                           138,776
       INVENTORIES                                               3,103,274
       PREPAID EXPENSES                                            128,803
                                                                -----------
             TOTAL CURRENT ASSETS                               19,585,796

EQUIPMENT, NET OF ACCUMULATED DEPRECIATION
            AND AMORTIZATION                                     1,302,678

OTHER ASSETS                                                       352,628

                                                                ===========
       TOTAL ASSETS                                            $21,241,102
                                                                ===========

</TABLE>

<TABLE>
<CAPTION>

                    LIABILITIES & STOCKHOLDERS' EQUITY
<S>                                                             <C>

CURRENT LIABILITIES:
       ACCOUNTS PAYABLE                                         $1,098,084
       ACCRUED EXPENSES                                            990,314
       NOTES PAYABLE - CURRENT, NET OF DISCOUNT OF $16,668         336,624
       ROYALTIES PAYABLE                                            81,318

                                                                -----------

             TOTAL CURRENT LIABILITIES                           2,506,340



STOCKHOLDERS' EQUITY
       PREFERRED  STOCK, $.001 PAR VALUE; 2,000,000 SHARES
              AUTHORIZED; SHARES ISSUED AND OUTSTANDING - NONE
       COMMON STOCK, $.001 PAR VALUE; 20,000,000 SHARES
              AUTHORIZED;  8,369,242 SHARES ISSUED AND OUTSTANDING   8,369
       ADDITIONAL PAID-IN CAPITAL                               26,614,438
       ACCUMULATED DEFICIT                                      (7,888,045)
                                                                -----------
             TOTAL STOCKHOLDERS' EQUITY                         18,734,762

                                                                ===========
       TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                 $21,241,102
                                                                ===========

<FN>

        See accompanying notes to unaudited financial statements.

</FN>

</TABLE>



<PAGE>



                                  ARIEL CORPORATION
                              STATEMENTS OF OPERATIONS
                                     (Unaudited)

<TABLE>
<CAPTION>


                                                  Three Months Ended June 30,  Six Months Ended June 30,
                                                       1996        1995          1996         1995
                                                  ----------  ----------   ----------   ----------
<S>                                                <C>        <C>          <C>          <C>  

SALES                                             $3,660,669  $2,179,452     $5,183,048   $4,274,962

COST OF GOODS SOLD                                 1,877,816   1,241,768      2,697,533    2,212,884

                                                  ----------  ----------     ----------   ----------
          GROSS PROFIT                             1,782,853     937,684      2,485,515    2,062,078

EXPENSES:
    SALES AND MARKETING                              999,204     664,246      1,948,463    1,226,947
    GENERAL AND ADMINISTRATIVE                     1,281,386     640,090      2,112,951    1,310,789
    RESEARCH AND DEVELOPMENT                       1,378,769     637,929      2,474,436    1,086,840

                                                  ----------  ----------     ----------   ----------
    LOSS FROM OPERATIONS                          (1,876,506) (1,004,581)    (4,050,335)  (1,562,498)

INTEREST INCOME                                      144,968      76,751        313,668       98,969

INTEREST EXPENSE                                      (9,629)     (8,370)       (19,067)     (17,614)

OTHER INCOME                                           4,467       7,514         19,216       13,590

                                                  ----------  ----------     ----------   ----------
    LOSS BEFORE INCOME TAX BENEFIT (PROVISION)    (1,736,700)  (928,686)     (3,736,518)  (1,467,553)

    INCOME TAX BENEFIT (PROVISION)                         0          0               0            0

                                                   ==========  ==========     ==========   ==========
                          NET LOSS               ($1,736,700) ($928,686)    ($3,736,518) ($1,467,553)
                                                   ==========  ==========     ==========   ==========



   WEIGHTED AVERAGE NUMBER OF COMMON
        SHARES OUTSTANDING                         7,285,416   4,758,625      7,079,120    4,536,044
                                                  ==========  ==========     ==========   ==========


    NET LOSS PER COMMON SHARE                        ($0.24)     ($0.20)        ($0.53)      ($0.32)
                                                  ==========  ==========     ==========   ==========



<FN>

              See accompanying notes to unaudited financial statements.
</FN>
</TABLE>

<PAGE>




                                 ARIEL CORPORATION
                              STATEMENTS OF CASH FLOWS
                                     (Unaudited)
<TABLE>
<CAPTION>
                                                         Six Months Ended June 30,
                                                           1996              1995
                                                       -------------     -------------
<S>                                                      <C>                <C>   

CASH FLOWS FROM OPERATING ACTIVITIES:


     NET LOSS                                           $(3,736,518)      $(1,467,553)
     ADJUSTMENTS TO RECONCILE NET LOSS TO
              NET CASH USED IN OPERATING ACTIVITIES:

     DEPRECIATION & AMORTIZATION                            242,438            85,728

     AMORTIZATION OF DISCOUNT ON ROYALTIES  PAYABLE          15,953            14,478

     PROVISION FOR DOUBTFUL ACCOUNTS                         15,000                 -

     PROVISION FOR INVENTORY OBSOLESCENCE                    15,000            15,000

     (INCREASE) DECREASE IN ASSETS:
         ACCOUNTS RECEIVABLE                             (1,357,372)         (323,824)

         OTHER RECEIVABLES                                  (88,732)            2,433

         INVENTORIES                                       (857,515)         (434,952)

         PREPAID EXPENSES                                   (24,981)         (133,410)

         OTHER ASSETS                                       108,317            (7,648)

     INCREASE (DECREASE) IN LIABILITIES:
         ACCOUNTS PAYABLE                                   583,198           (20,208)

         ACCRUED EXPENSES                                   (56,569)          (94,492)

         ROYALTIES PAYABLE, RELATED PARTIES                   4,810           (60,980)

                                                       -------------     -------------

              NET CASH USED IN OPERATING ACTIVITIES      (5,136,971)       (2,425,428)
                                                       -------------     -------------

CASH FLOWS USED IN INVESTING ACTIVITIES:
     PURCHASE OF EQUIPMENT                                 (961,557)         (261,237)
                                                       -------------     -------------

              NET CASH USED IN INVESTING ACTIVITIES        (961,557)         (261,237)
                                                       -------------     -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     PROCEEDS FROM SALE OF COMMON STOCK,
         NET OF EXPENSES                                          -         5,610,528

     PROCEEDS FROM EXERCISE OF WARRANTS
         AND OPTIONS,  NET OF EXPENSES                    5,482,176                 -
                                                       -------------     -------------

              NET CASH PROVIDED BY FINANCING
                 ACTIVITIES                               5,482,176         5,610,528
                                                       -------------     -------------


NET (DECREASE) INCREASE IN CASH                            (616,352)        2,923,863

     CASH AND CASH EQUIVALENTS, BEGINNING
         OF YEAR                                         13,979,009           313,189
                                                       =============     =============

 CASH AND CASH EQUIVALENTS, END OF PERIOD              $ 13,362,657    $   3,237,052
                                                       =============     =============


<FN>
              See accompanying notes to unaudited financial statements.

</FN>
</TABLE>

<PAGE>


                             Ariel Corporation
                        Notes to Financial Statements
                                 (Unaudited)

Basis of Presentation

      The  financial  statements  included  herein  have  been  prepared  by the
Company,  pursuant to the Rules and  Regulations  of the Securities and Exchange
Commission.  Certain information and footnote  disclosures  normally included in
financial  statements  prepared in accordance with generally accepted accounting
principles   have  been  condensed  or  omitted   pursuant  to  such  rules  and
regulations. The Company believes, however, that the disclosure contained herein
is adequate to make the  information  presented  not  misleading.  The financial
statements should be read in conjunction with the financial statements and notes
thereto  included in the Company's  Form 10-KSB for the year ended  December 31,
1995. Certain prior period amounts have been reclassified in order to conform to
the current period presentation.
      In  the  opinion  of  the  management  of the  Company,  the  accompanying
unaudited  financial  statements  contain all adjustments,  consisting of normal
recurring accruals, which are necessary to present fairly the financial position
of the Company as of June 30, 1996 and the results of  operations  for the three
and six months ended June 30, 1996 and 1995 and the statements of cash flows for
the six months  ended June 30,  1996 and 1995,  respectively.  The  results  for
interim periods are not necessarily indicative of results for the full year.




<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

COMPARISON OF RESULTS OF OPERATIONS

The  following  table sets forth,  for the  periods  indicated,  the  percentage
relationship  that certain items of the Company's  results of operations bear to
total sales.


                                       Three months ended     Six months ended
                                            June 30,             June 30,

                                        1996        1995       1996      1995
                                        ----        ----       ----      ----

Sales                                   100%        100%       100%      100%

Cost of goods sold                       51          57         52        52
                                       --------    --------   --------  -------

     Gross profit                        49          43         48        48


Expenses

     Sales and marketing                 27          31         38        29

     General and administrative          35          29         41        31

     Research and development            38          29         48        25
                                       --------    --------   --------  -------

Loss from operations                    -51         -46        -78       -36


Interest Income                           4           3          6         2

Interest Expense                          -           -          -         -

Other Income                              -           -          -         -
                                       --------    --------   --------  -------

Loss before income tax benefit           
 (provision)                            -47         -43        -72       -34


Income tax benefit (provision)            -           -          -        -
                                       ========    ========   ========  =======


                 Net Loss               -47%        -43%       -72%      -34%
                                       ========    ========   ========  =======


<PAGE>




Three months ended June 30, 1996 as Compared to three months ended June 30, 1995


Net Sales
      Worldwide  sales were $3,660,669 for the three months ended June 30, 1996,
an increase of  $1,481,217  or 68% compared to net sales of  $2,179,452  for the
three months ended June 30, 1995.  Domestic sales were  $3,188,252 for the three
months  ended June 30, 1996  compared to  $1,789,508  for the three months ended
June 30, 1995. The Company  achieved record bookings in February and March which
were  shipped from  backlog  during the three  months  ended June 30, 1996.  The
Company's Aruba and Hydra series DSP boards shipped in significant volume during
the quarter  ending June 30,  1996.  Export  sales were  $472,417  for the three
months ended June 30, 1996  compared to $389,944 for the three months ended June
30, 1995.

Gross Profit
      Gross  profit  increased  by $845,169 or 90% to  $1,782,853  for the three
months ended June 30, 1996  compared to $937,634 for the three months ended June
30, 1995.  Gross profit margin  increased to 49% for the three months ended June
30, 1996  compared to 43% for the three months ended June 30, 1995.  The Company
has significantly  improved its  manufacturing  process in 1996 compared to 1995
and has  intentionally  built  certain  products to stock  quantities  and avoid
costly short-run and quick  turnaround  purchases in response to market demands.
Additionally,  the mix of product sold during the second quarter of 1996 carried
higher gross margins  compared to product  shipped  during the second quarter of
1995.

Sales and marketing
      Sales and  marketing  expenses were $999,204 or 27% of sales for the three
months  ended June 30,  1996  compared to $664,246 or 31% of sales for the three
months ended June 30, 1995. The increase of $334,958 or 50% includes $93,344 for
sales  commissions  reflecting  the  significant  increase  in sales  quarter to
quarter.  Additionally,  advertising and marketing  expenses  increased  $94,402
reflecting  print  advertising for certain of the Company's  general purpose DSP
boards and the Computer Telephony Integration ("CTI") modem products.

General and administrative
      General and  administrative  expenses were  $1,281,386 or 35% of sales for
the three  months  ended June 30, 1996  compared to $640,090 or 29% of sales for
the three  months  ended June 30,  1995,  an increase  of $641,296 or 100%.  The
increase  of $641,296  included  an  increase of $328,287 in salaries  and wages
reflecting   non-recurring  severance  expense  related  to  certain  management
personnel and the addition of a full-time human resource  manager.  Depreciation
expense increased throughout the company, reflecting the significant increase in
fixed assets related to additional computer equipment and furniture and fixtures
needs, and as a result,  depreciation expense for the administrative and support
staff increased by $41,805. Recruitment expenses increased by $65,695 reflecting
completed  searches for human  resource and  accounting  positions  and progress
payments  on  two  additional   administrative  searches.   Relocation  expenses
increased by $63,356  reflecting payment of certain one-time expenses related to
the  relocation of a senior  executive and the closing of the Company's liaison
office in Paris,  France.  Rent  expense  increased  by $81,283  reflecting  the
Company's occupancy of its 30,000 square foot Corporate  Headquarters in January
1996.  Commercial Insurance expense increased by $35,696 reflecting increases in
premium expense due to increased  coverage for Directors and Officers  Liability
insurance.   Consulting  expense  increased  by  $90,200   reflecting   specific
assignments for management  process,  financial  public  relations and corporate
marketing programs.

Research and Development
      Research and development  expenditures were $1,378,769 or 38% of sales for
the three  months  ended June 30, 1996  compared to $637,929 or 29% of sales for
the three  months ended June 30,  1995,  an increase of  $740,840.  Salaries and
wages increased by $327,100 reflecting  principally the hiring of certain senior
level managers and additional engineering staff to meet the demands for internal
product  development in the CTI and  Communications  System Groups  ("CSG").  In
addition, research and development expense increased by $96,000 due to prototype
assemblies  for certain CTI and OEM  products.  In  addition,  certain  overhead
expenses allocated to research and development increased by $317,734, reflecting
the overall increase in engineering headcount, space requirements, and operating
expenses.

      For the foregoing  reasons,  the Company incurred a net loss of $1,736,700
for the three months ended June 30, 1996  compared to a net loss of $928,686 for
the three months ended June 30, 1995.
      .


<PAGE>


Six months ended June 30, 1996 as Compared to six months ended June 30, 1995


Net Sales
      Worldwide sales were $5,183,048 for the six months ended June 30, 1996, an
increase of $908,086 or 21% compared to worldwide  sales of  $4,274,962  for the
six months  ended June 30,  1995.  Domestic  sales were  $4,280,446  for the six
months ended June 30, 1996 compared to $3,440,083  for the six months ended June
30, 1995. The Company began calendar year 1996 with an historically  low backlog
but  after a low  bookings  month in  January,  it has  experienced  significant
increases  in bookings for the months of February  through  June 1996.  Bookings
through June 30, 1996 have increased by  approximately  42% versus the first six
months of 1995. The Company has  experienced  strong  shipments of its Aruba and
Hydra  series DSP boards.  Export  sales were  $902,602 for the six months ended
June 30, 1996 compared to $834,879 for the six months ended June 30, 1995.

Gross Profit
      Gross profit increased  $423,437 or 21% from $2,062,078 or 48% of sales to
$2,485,515  or 48% of sales.  The increase in gross  margin  reflects the higher
sales volume  absorbing the increase in fixed production costs and allocation of
certain overhead expenses.

Sales and Marketing
      Sales and marketing  expenses were  $1,948,463 or 38% of sales for the six
months ended June 30, 1996  compared to  $1,226,947  or 29% of sales for the six
months ended June 30, 1995. The increase of $721,516 or 59% includes an increase
of $247,739 in salaries and wages reflecting additions to the field sales force
in San Francisco,  California  which  primarily  focuses on sales in Far Eastern
market and  one-time  severance  costs  associated  with  closing the  Company's
liaison office in Paris,  France.  Additionally,  the Company has  significantly
increased  headcount  in its sales  support  group.  Advertising  and  marketing
expenses  increased  by $158,785  reflecting  increased  expenditures  for print
advertising,  brochures and marketing programs  associated with the introduction
of certain new products focused on OEM and CTI markets.

General and Administrative
      General and  administrative  expenses were  $2,112,951 or 41% of sales for
the six months ended June 30, 1996  compared to  $1,310,789  or 31% of sales for
the six months ended June 30, 1995, an increase of $802,162.  Salaries and wages
increased by $377,628  reflecting  non-recurring  severance  expense of $235,000
related to certain management  personnel,  approximately  $50,000 related to the
impact of the Chief Financial Officer's salary for six months of 1996 versus two
months in 1995 (hire date May 1, 1995) ,  severance  expense  related to certain
management personnel,  reorganization of the finance department and the addition
of a full time human resource manager. Depreciation expense increased throughout
the company,  reflecting  the  significant  increase in fixed assets  related to
additional  computer equipment and furniture and fixture needs, and as a result,
depreciation  expense for the  administrative  and support  staff  increased  by
$75,329. Relocation expense increased by $156,097 reflecting the relocation of a
senior  executive  and the  closing of the  Company's  liaison  office in Paris,
France.  Recruitment expense increased by $54,852 reflecting  completed searches
for human  resource and  accounting  positions and expenses  incurred to date on
certain  additional  management  searches.  Rent  expense  increased by $147,776
reflecting  the  Company's   occupancy  of  its  30,000  square  foot  Corporate
Headquarters  in  January.  Commercial  insurance  costs  increased  by  $61,000
reflecting  increases in premium  expense related to an increase in coverage for
directors and officers liability insurance.


<PAGE>



Liquidity and Capital Resources
      On December 20, 1995,  the Company  completed a secondary  offering of its
securities pursuant to which it sold 2,040,000 common shares at $7.50 per share.
After payment of certain  expenses  associated  with the  offering,  the Company
received net proceeds of approximately $14 million.
      On January 1, 1996,  1,725,000  publicly traded warrants were outstanding.
Each warrant  entitled the holder to purchase one share of the Company's  common
stock at a per share price of $3.50.  Effective  January 24, 1996,  each warrant
was eligible for exercise and under certain  circumstances,  could be called for
redemption by the Company at a price per warrant of $0.01.  On May 22, 1996, the
Company  notified  all  registered  holders of  warrants  that it had elected to
redeem on or after June 28,  1996 all  warrants  outstanding  on the  redemption
date. Each holder of a warrant called for redemption could within 30 days, elect
to preempt the  redemption by exercising the warrant and purchasing one share of
common  stock of the Company at the  exercise  price of $3.50.  Through June 30,
1996, the Company received net proceeds of $4,723,660  representing the exercise
of 1,349,617 warrants.
      For the six  months  ended  June  30,  1996,  net cash  used in  operating
activities  amounted to $5,136,971.  The negative cash flow from  operations was
the result of Company's net loss of $3,736,518 for the six months ended June 30,
1996.  Additionally,  trade  accounts  receivable  increased by $1,357,372  from
December 31, 1995 reflecting the significant increase in sales volume during the
second quarter of 1996. Also,  inventories  increased by $857,515 as a result of
the  Company's  decision to order  certain key raw material  components in ample
quantity to meet  anticipated  shipment of its CTI  products  commencing  in the
third quarter of 1996.
      Cash used in investing  activities  for the six months ended June 30, 1996
amounted  to  $961,557  and  reflected  purchases  of  computer  and  peripheral
equipment to support the increase in engineering and professional  staff, office
equipment and furniture related to the Company's relocation to its new Corporate
Headquarters.
      Cash flow from  financing  activities  were  $5,482,176 for the six months
ended  June  30,  1996.  As  previously  discussed,  the  Company  has  received
$4,723,660 from the exercise of 1,349,617  warrants.  Additionally,  the Company
has received  $768,000  resulting  from the  exercise of 150,000  unit  purchase
options issued to the Company's  Underwriters  in  conjunction  with its Initial
Public  Offering.  Such options entitled the holder to purchase for an aggregate
consideration  of $768,000,  150,000  Underwriter  Units.  Upon  exercise,  each
Underwriter  Unit  entitles  the  holder to one  share of  common  stock and one
warrant.

Impact of the Adoption of Recently Issued Accounting Standards
     The  Financial  Accounting  Standards  Board issued  Statement of Financial
Accounting  Standards  No. 121,  "Accounting  for the  Impairment  of Long-Lived
Assets and  Long-Lived  Assets to Be  Disposed  Of" ("SFAS  121") in March 1995,
effective  January  1,  1996.  SFAS  121  requires  companies  to  review  their
long-lived   assets  and   certain   identifiable   intangibles   (collectively,
"Long-Lived  Assets") for impairment whenever events or changes in circumstances
indicate that the carrying value of a Long-Lived  Asset may not be  recoverable.
Impairment  is measured  using the lower of a  Long-Lived  Asset's book value or
fair value, as defined. The Company believes that, based upon current operations
and  prospects,  SFAS  121  will  not have a  material  impacton  the  Company's
financial position or results of operations.
      The Financial  Accounting  Standards  Board issued  Statement of Financial
Accounting Standards No. 123,  "Accounting for Stock-Based  Compensation" ("SFAS
123") in October 1995, effective January 1, 1996. SFAS 123 requires companies to
estimate  the  fair  value of  common  stock,  stock  options,  or other  equity
instruments  ("Equity  Instruments")  issued to employees  using pricing  models
which take into  account  various  factors  such as current  price of the common
stock,  volatility and expected life of the Equity Instrument.  SFAS 123 permits
companies  to either  provide  pro forma note  disclosure,  or adjust  operating
results,  for the  amortization of the estimated value of the Equity  Instrument
over the  vesting  period of the Equity  Instrument.  The Company has elected to
continue to account for stock options under Accounting  Principles Board Opinion
No. 25.


Part II.     Other Information

      Item 6.     Exhibits and Reports on Form 8-K
      A)    Exhibits - Exhibit 11
                     - Exhibit 27
      B)    Reports on Form 8-K - None.





<PAGE>




                                  Signature

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


                                     Ariel Corporation
                                     ------------------------------------
                                     Registrant







                                     ------------------------------------
                                     Gerard E. Dorsey
                                     Chief Financial Officer and
                                     Principal Accounting Officer
Date:  August 9, 1996





<PAGE>
<TABLE>

                                                                                                         Exhibit 11
                                                 ARIEL CORPORATION
                                   STATEMENT OF COMPUTATION OF PER SHARE AMOUNTS
                         For the Three Months and Six Months Ended June 30, 1996 and 1995


<CAPTION>

                                                                       Three Months Ended June 30,  Six Months Ended June 30,
                                                                         1996           1995           1996            1995
<S>                                                                    <C>              <C>            <C>           <C>   
                                                                       -----------    -----------    -----------    ------------
Primary

     Net loss for the  period ........................           $     (1,736,700)   $  (928,686)  $ (3,736,518)  $ (1,467,553)
                                                                       -----------    -----------    -----------    ------------

     Weighted average number of shares of common
        stock outstanding ......................................        7,285,416      4,758,625      7,079,120      4,536,044

     Shares issuable upon exercise of outstanding
        options and warrants .......................................         --             --             --             --

     Shares assumed to be acquired in accordance
        with the treasury stock method ..............................        --             --             --             --
                                                                       -----------    -----------    -----------    ------------

     Shares used in computing per share loss ....................       7,285,416      4,758,625      7,079,120      4,536,044
                                                                       -----------    -----------    -----------    ------------

     Net loss per share ........................................  $         (0.24)   $      0.20)  $      (0.53)   $     (0.32)
                                                                       -----------    -----------    -----------    ------------


Fully Diluted:

     Net loss for the  period ..................................  $     (1,736,700)  $   (862,551) $  (3,736,518)  $ (1,410,922)
                                                                        -----------    -----------    -----------   ------------

     Weighted average number of shares of common
        stock outstanding ..........................................     7,285,416      4,758,625      7,079,120      4,536,044

     Shares issuable upon exercise of outstanding
        options and warrants .......................................     2,857,586      2,989,375      3,064,882      2,642,550

     Shares assumed to be acquired in accordance
        with the treasury stock method .............................    (2,575,748)      (951,725)    (2,575,748)      (951,725)
                                                                        -----------    -----------    -----------    ------------

     Shares used in computing per share loss ................... .       7,567,254      6,796,275      7,568,254      6,226,869
                                                                        -----------    -----------    -----------    ------------

     Net loss per share ......................................... $          (0.23)  $      (0.13) $      (0.49) $        (0.23)
                                                                        -----------    -----------    -----------    ------------

</TABLE>


<TABLE> <S> <C>


<ARTICLE>                     5
<CIK>                         0000911167
<NAME>                        ARIEL CORPORATION
       
<S>                                              <C>
<PERIOD-TYPE>                                  6-MOS
<FISCAL-YEAR-END>                             DEC-31-1996
<PERIOD-END>                                  JUN-30-1996
<CASH>                                        13,362,657
<SECURITIES>                                   0
<RECEIVABLES>                                  3,035,325
<ALLOWANCES>                                     183,039
<INVENTORY>                                    3,103,274
<CURRENT-ASSETS>                              19,585,796
<PP&E>                                         2,463,263
<DEPRECIATION>                                 1,160,585
<TOTAL-ASSETS>                                 21,241,102
<CURRENT-LIABILITIES>                          2,506,340
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       8,369
<OTHER-SE>                                     18,726,393
<TOTAL-LIABILITY-AND-EQUITY>                   21,241,102
<SALES>                                        5,183,048
<TOTAL-REVENUES>                               5,183,048
<CGS>                                          2,697,533
<TOTAL-COSTS>                                  2,697,533
<OTHER-EXPENSES>                               6,535,850
<LOSS-PROVISION>                               0   
<INTEREST-EXPENSE>                             19,067
<INCOME-PRETAX>                               (3,736,518)
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                           (3,736,518)
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                  (3,736,518)
<EPS-PRIMARY>                                 (0.53)
<EPS-DILUTED>                                 (0.49)
        


</TABLE>


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