U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM SB-2

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                 AMENDMENT NO. 3 (POST-EFFECTIVE) TO FORM S-1
                           REGISTRATION NO. 33-42146

                                 June 27, 1996


                      GENTNER COMMUNICATIONS CORPORATION
                      ----------------------------------
                 (Name of small business issuer in its charter)

         UTAH                         3663                    87-039887
- ------------------------      --------------------         ---------------
 (State or other juris-        (Primary Standard          (I.R.S. Employer
diction of incorporation      Industrial Classifi-         Identification
    or organization)           cation Code Number)             Number)


         1825 RESEARCH WAY, SALT LAKE CITY, UTAH 84119  (801) 975-7200
         -------------------------------------------------------------
         (Address and telephone number of principal executive offices)


                 1825 RESEARCH WAY, SALT LAKE CITY, UTAH  84119
              ----------------------------------------------------
              (Address of principal place of business or intended
                          principal place of business)


                          RUSSELL D. GENTNER, CHAIRMAN
          1825 RESEARCH WAY, SALT LAKE CITY, UTAH 84119  (801) 975-7200
          -------------------------------------------------------------
           (Name, address and telephone number of agent for service)








PROSPECTUS
- ----------

                      GENTNER COMMUNICATIONS CORPORATION
                               1825 Research Way
                           Salt Lake City, Utah 84119
                                (801) 975-7200


                      3,750,000 SHARES OF COMMON STOCK AND
              2,500,000 REDEEMABLE COMMON STOCK PURCHASE WARRANTS


Each unit ("Unit") consists of three shares of common stock, $.001 par value 
("Common Stock") of Gentner Communications Corporation (the "Company"), and 
two redeemable Common Stock purchase warrants of the Company ("Warrants").  
Each Warrant entitles the holder to purchase one share of Common Stock at an 
exercise price of $1.50 per share until September 22, 1996.  The Warrants are 
subject to redemption by the Company at any time at a price of $.05 per 
Warrant on 30 days' prior written notice provided the closing bid price of the 
Common Stock (or the last sales price if listed on the National Market System 
of the National Association of Securities Dealers Automated Quotation System 
("NASDAQ") or a national securities exchange) as reported by NASDAQ equals or 
exceeds $2.50 per share for any 30 consecutive trading days ending within 
fifteen days of the notice of redemption.  The Company's Common Stock is 
traded on NASDAQ under the symbol "GTNR".


          THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK
          AND IMMEDIATE SUBSTANTIAL DILUTION.  SEE "RISK FACTORS" AND
                "DILUTION" IN THIS AMENDMENT NO. 3 TO FORM S-1.


         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE 
       SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
               UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
           ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


                                            Underwriting
                               Price to     Discounts and    Proceeds to
                                Public      Commissions(1)    Company(2)

Per Unit . . . . . . . . . .       $3.00           $.30           $2.70   
Total  . . . . . . . . . . .  $3,750,000       $375,000      $3,375,000

(1)  Does not reflect additional compensation received by the
     Underwriter in the form of (i) a non-accountable expense allowance
     of $129,375, or $.10 per Unit; (ii) an option, exercisable over a
     period of four years commencing one year from the date of this
     Prospectus, to purchase up to 125,000 Units at $3.60 per Unit (the
     "Unit Purchase Option"); and (iii) a five-year preferential right
     of first refusal for future equity financings.  In addition, the
     Company has agreed to indemnify the Underwriter against certain
     civil liabilities, including liabilities under the Securities Act
     of 1933, as amended.

(2)  Before deducting expenses of the offering paid by the Company,
     which aggregated $500,808 (approximately $.35 per Unit), including the
     Underwriter's non-accountable expense allowance. The Company granted the
     Underwriter an option which was exercised to purchase 187,500 additional 
     Units on the same terms and conditions as set forth above to cover over- 
     allotments.  As the over-allotment option was exercised in full, the     
     total Price to Public, Underwriting Discounts and Commissions, and       
     Proceeds to Company increased to $4,312,500, $431,250, and $3,880,442,
     respectively.
     

                 The date of this Prospectus is June 27, 1996


                             Available Information 

     The Company is subject to the information requirements of the Securities 
Exchange Act of 1934, as amended, and in accordance therewith files reports, 
proxy statements and other information with the Securities and Exchange 
Commission (the "Commission") under File No. 017219.  Such reports, proxy 
statements and other information filed by the Company can be inspected and 
copied at the public reference facilities maintained by the Commission at 450 
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates, and at the 
following Regional Offices of the Commission: Midwest Regional Office, 500 
West Madison Street, Chicago, Illinois 60661 and Northeast Regional Office, 7 
World Trade Center, New York, New York 10048.  The Company's stock is traded 
in the over-the-counter market on the NASDAQ System, and reports concerning 
the Company may also be obtained from the NASD.


                          Reports To Security Holders 

     The Company intends to furnish its stockholders with annual reports 
containing financial statements audited and reported upon by its independent 
accounting firm and such other periodic reports as the Company may determine 
to be appropriate or as may be required by law.


                           Incorporation By Reference

     A copy of the documents incorporated by reference other than exhibits to 
such documents (unless such exhibits are specifically incorporated by 
reference in the information contained in this prospectus) will be provided 
without charge to each person, including any beneficial owner, to whom a copy 
of this prospectus has been delivered upon the written or oral request of such 
person.  Requests for such copies should be made to Gentner Communications 
Corporation, 1825 Research Way, Salt Lake City, Utah 84119, Attn: Secretary, 
telephone number (801) 975-7200.




                               TABLE OF CONTENTS

                                                                    Page

ITEM 3: RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . .

ITEM 4: USE OF PROCEEDS  . . . . . . . . . . . . . . . . . . . . .

ITEM 5: DETERMINATION OF OFFERING PRICE  . . . . . . . . . . . . .

ITEM 6: DILUTION . . . . . . . . . . . . . . . . . . . . . . . . .

ITEM 7: SELLING SECURITY HOLDERS . . . . . . . . . . . . . . . . .

ITEM 8: PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . .

ITEM 9: LEGAL PROCEEDINGS  . . . . . . . . . . . . . . . . . . . .

ITEM 10: DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS   . . .

ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
         AND MANAGEMENT  . . . . . . . . . . . . . . . . . . . . . 

ITEM 12: DESCRIPTION OF SECURITIES . . . . . . . . . . . . . . . .

ITEM 13: INTEREST OF NAMED EXPERTS AND COUNSEL . . . . . . . . . .

ITEM 14: DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
         FOR SECURITIES ACT LIABILITIES  . . . . . . . . . . . . . 

ITEM 15: ORGANIZATION WITHIN LAST FIVE YEARS . . . . . . . . . . .

ITEM 16: DESCRIPTION OF BUSINESS . . . . . . . . . . . . . . . . .

ITEM 17: MANAGEMENT'S DISCUSSION AND ANALYSIS . . . . . . . . . . .

ITEM 18: DESCRIPTION OF PROPERTY. . . . . . . . . . . . . . . . . .

ITEM 19: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . . . . .

ITEM 20: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS
         MATTERS  . . . . . . . . . . . . . . . . . . . . . . . . .

ITEM 21: EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . .

ITEM 22: FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . .

ITEM 23: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURES . . . . . . . . . . .

ITEM 24: INDEMNIFICATION OF DIRECTORS AND OFFICERS  . . . . . . . .

ITEM 25: OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION  . . . . . . .

ITEM 26: RECENT SALES OF UNREGISTERED SECURITIES  . . . . . . . . . 

ITEM 27: INDEX TO EXHIBITS  . . . . . . . . . . . . . . . . . . . .

ITEM 28: UNDERTAKINGS . . . . . . . . . . . . . . . . . . . . . . .






PROSPECTUS SUMMARY

     The following summary is qualified in its entirety by the more detailed 
information and financial statements (including the notes thereto) appearing 
elsewhere herein.  Each prospective investor is urged to read this Prospectus 
in its entirety.

The Company 

     Gentner Communications Corporation (the "Company") is a corporation 
organized under the laws of the State of Utah in 1983. The Company develops, 
markets, and distributes technologically advanced audioconferencing products 
and services, along with other products, primarily for the Broadcast market 
and the audio segment of the teleconferencing market.  The audio segment of 
the Teleconferencing market is herein referred to as the "Audioconferencing 
market."  Historically, the Company's primary business has been the sale of 
studio and transmitter-related equipment and accessories to broadcast 
facilities.  The Company has applied its core digital technology gained in the 
Broadcast market to the development of products for the audioconferencing 
market.  In addition, the Company offers a conference call service.  With this 
combination of products and service, the Company's vision is to provide 
customers with the total audio solution for conferencing.

The Offering

Securities Offered          1,250,000 Units, each consisting of three
                            shares of Common Stock and two Warrants. 
                            Each Warrant entitles the holder to purchase
                            one share of Common Stock at any time until
                            September 22, 1996 at an exercise price of
                            $1.50 per share.  The exercise price and
                            number of shares issuable upon exercise of
                            the Warrants are subject to adjustment under
                            certain circumstances.  See "Description of
                            Securities - Redeemable Warrants."

Common Stock Outstanding
  Before Offering           2,979,400 shares 
  After Offering*           4,312,500 shares (including overallotment)

Use of Proceeds             Proceeds from this offering have been and
                            will continue to be used for expansion
                            of marketing, advertising and customer
                            service activities, purchase of inventory,
                            reduction of indebtedness, research and
                            development, and for other working 
                            capital and general corporate purposes
                            (including the financing of potential
                            acquisitions).  See "Use of Proceeds".
                          

Risk Factors                The securities offered hereby involve a high
                            degree of risk and immediate substantial
                            dilution to public investors.  See "Risk
                            Factors" and "Dilution."

NASDAQ Symbols              Common Stock - GTNR
                            Warrants - GTNRW

Address and                 Gentner Communications Corporation
Telephone Number            1825 Research Way
                            Salt Lake City, Utah  84119
                            (801) 975-7200

- ---------------------
   *  Adjusted to give effect to the sale of the Units offered hereby.  Does 
not give effect to the exercise of the Warrants.  Unless otherwise indicated, 
the information in this Prospectus does not give effect to the exercise of: 
(i) the Warrants; (ii) the Unit Purchase Option; or (iii) options granted 
under the Company's 1990 Incentive Plan.  


 - ITEM 3: RISK FACTORS

     The securities offered hereby are highly speculative and involve a high 
degree of risk.  Prospective purchasers, prior to making an investment 
decision, should carefully consider, along with other matters referred to 
herein, the following risk factors:

1.   Experience in Marketing Audioconferencing Products

     The Company has gained experience over the last several years in 
marketing its Audioconferencing products; however it is subject to all of the 
risks inherent in the sale and marketing of current and new products in an 
evolving market.  The Company must effectively allocate its resources to the 
marketing and sale of these products through diverse channels of distribution. 
 The Company has limited experience marketing its Audioconferencing products 
internationally.  The Company's strategy is to establish distribution channels 
in markets where it believes there is a growing need for its goods and 
services.  The Company has pursued this strategy in conjunction with its 
international broadcast activities.  There can be no assurance that this 
strategy will prove successful.  See "Business - Distribution."

2.   Competition; Rapid Technological Change

     The Radio Broadcast and Audioconferencing markets are highly competitive 
and characterized by rapid technological change.  The Company's future 
performance will depend in large part upon its ability to remain competitive 
and to develop and market new products in these markets.  The Company competes 
with businesses having substantial financial, research and development, 
manufacturing, marketing and other resources.  Competitive pressures may 
necessitate price reductions which can adversely affect revenues and profits. 
 Furthermore, the Company has limited experience in developing, manufacturing 
and marketing its teleconferencing products and is subject to all of the risks 
inherent in the development, manufacture and sale of such products.

     The markets in which the Company competes have historically involved the 
introduction of new and technologically advanced products that cost less or 
perform better than existing products.  If the Company is not competitive in 
its research and development efforts, its products may become obsolete or 
priced above competitive levels.

     Although management believes that, based on their performance and price, 
its products are attractive to customers, there can be no assurance that 
competitors will not introduce comparable or technologically superior products 
which are priced more favorably than the Company's products.  See "Business - 
Competition."

3.   Dependence on Distribution Network

     The Company markets its products primarily through a network of 
representatives and dealers.  One dealer accounted for approximately 18% of 
the Company's total sales in fiscal 1995 and 16% in 1994.  All of the 
Company's agreements retaining such representatives and dealers are non-
exclusive and terminable at will by either party.  Although the Company 
believes that its relationship with such representatives and dealers is good, 
there can be no assurance that any of such representatives or dealers will 
continue to offer the Company's products.  Furthermore, there are no 
obligations on the part of such representatives and dealers to provide any 
specified level of support to the Company's products or to devote any specific 
time, resources or efforts to the marketing of the Company's products, nor are 
there any prohibitions on dealers offering products that are competitive with 
those of the Company.  Most dealers do offer competitive products.  The loss 
of a majority or all of such representatives or dealers could have a material 
adverse effect on the Company's business.  See "Business - Distribution."

4.   Limited Capitalization

     As of March 31, 1996, the Company had $196,590 in cash and $3,035,756 in 
working capital.  The Company may be required to seek additional financing if 
anticipated levels of revenue are not realized, if higher than anticipated 
costs are incurred in the development, manufacture or marketing of the 
Company's products, or if product demand exceeds expected levels.  There can 
be no assurance that any additional financing thereby necessitated will be 
available on acceptable terms, or at all.

     In addition, the Company's revolving line of credit matures on October 
31, 1996 and there can be no assurance that the Company will be able to extend 
the maturity date of the line of credit or obtain a replacement line of credit 
from another commercial institution.  The Company had an outstanding balance 
payable of $1,125,382 on a $1.75 million line of credit as of March 31, 1996. 
 To the extent the line of credit is not extended or replaced and cash from 
operations is unavailable to pay the indebtedness then outstanding under the 
line of credit, the Company may be required to seek additional financing.  See 
"Use of Proceeds" and "Management's Discussion and Analysis of Financial 
Condition and Results of Operations - Financial Condition and Liquidity."

5.   Dependence Upon Officers

     The Company is substantially dependent upon certain of its officers, 
including Russell D. Gentner, its Chairman, President and Chief Executive 
Officer and a principal stockholder of the Company.  The loss of Mr. Gentner 
by the Company could have a material adverse effect on the Company.  The 
Company currently has in place a key man life insurance policy on the life of 
Mr. Gentner in the amount of $2,000,000.  See "Management."  


6.   Dependence on Supplier and Single Source of Supply

     The Company does not have written agreements with any suppliers.  
Furthermore, certain digital microprocessor chips used in connection with the 
Company's products can only be obtained from a single supplier and the Company 
is dependent upon the ability of this supplier to deliver such chips in 
accordance with the Company's specifications and delivery schedules.  The 
Company does not have a written commitment from such sole supplier to fulfill 
the Company's future requirements.  Although the Company maintains an 
inventory of such chips in an amount which it believes is sufficient to cover 
its requirements for three months and is attempting to develop alternate 
sources of supply, there can be no assurance that such chips will always be 
readily available, or if at all available, available at reasonable prices or 
in sufficient quantities, or deliverable in a timely fashion.  If such chips 
or other key components become unavailable, it is likely that the company will 
experience delays, which could be significant, in production and delivery of 
its products unless and until the company can otherwise procure the required 
component or components at competitive prices, if at all.  The lack of 
availability of these components could have a materially adverse effect on the 
Company.

     Although the Company believes that most of the key components required 
for the production of its products are currently available in sufficient 
production quantities, there can be no assurance that they will remain so 
available.  Furthermore, suppliers of some of these components are currently 
or may become competitors of the Company, which might also affect the 
availability of key components to the Company.  It is possible that other 
components required in the future may necessitate custom fabrication in 
accordance with specifications developed or to be developed by the Company.  
Also, in the event the Company, or any of the manufacturers whose products the 
Company expects to utilize in the manufacture of its products, is unable to 
develop or acquire components in a timely fashion, the Company's ability to 
achieve production yields, revenues and net income will be adversely affected. 
 See "Business - Manufacturing and Suppliers."

7.   Lack of Patent Protection

     The Company currently relies on a combination of trade secret and 
nondisclosure agreements to establish and protect its proprietary rights in 
its products.  There can be no assurance that others will not independently 
develop similar technologies, or duplicate or design around aspects of the 
Company's technology.  In addition, several of the Company's employees have 
not signed confidentiality agreements regarding the Company's proprietary 
information.  The Company believes that its products and other proprietary 
rights do not infringe any proprietary rights of third parties.  There can be 
no assurance, however, that third parties will not assert infringement claims 
in the future.  See "Business - Patents and Proprietary Rights."

8.   Substantial Dilution

     Purchasers of the Units offered hereby (at an offering price of $3.00 per 
Unit) incurred an immediate dilution of approximately $.41 per share in net 
tangible book value from the public offering price (attributing no value to 
the Warrants included in the Units).  See "Dilution."

9.   Broad Discretion in Application of Warrant Proceeds

     A substantial portion (approximately $1,305,000 or 39%) of the net 
proceeds received by the Company in this offering were allocated to working 
capital.  As a result, management has broad discretion in determining how a 
substantial portion of the proceeds of this offering is utilized.  See "Use of 
Proceeds."

10.  Dividends Unlikely

     The Company has never paid cash dividends on its securities and does not 
intend to declare or pay cash dividends in the foreseeable future.  Earnings 
are expected to be retained to finance and expand its business.  Furthermore, 
the Company's revolving line of credit prohibits the payment of dividends on 
its Common Stock.  See "Dividend Policy" and "Description of Securities."

11.  Non-Registration in Certain Jurisdictions of Shares Underlying the
     Warrants; Need for Current Prospectus

     The Company previously registered or qualified the Units and components 
thereof for sale in Alabama, Colorado, Connecticut, Delaware, the District of 
Columbia, Florida, Georgia, Hawaii, Illinois, Kentucky, Louisiana, Maryland, 
Nevada, New Jersey, New York, Pennsylvania, Rhode Island, South Carolina, 
Utah, Virginia and West Virginia.  The Warrants, constituting part of the 
Units offered hereby, have been detached from the Common Stock and are traded 
separately.  Although the Units were not knowingly sold to purchasers in 
jurisdictions in which the Units are not registered or otherwise qualified for 
sale, purchasers may buy Units or the components thereof in the aftermarket 
in, or may move to, jurisdictions in which the shares underlying the Warrants 
are not so registered or qualified during the period in which the Warrants are 
exercisable.  In this event, the Company will be unable to issue shares of 
Common Stock to those persons desiring to exercise their Warrants unless and 
until the shares are qualified for sale in jurisdictions in which such 
purchasers reside, or unless an exemption to such qualification exists in such 
jurisdiction.  In addition, investors in this offering will not be able to 
exercise their Warrants, unless at the time of exercise the Company has a 
current prospectus covering the shares of Common Stock underlying the 
Warrants.  Although the Company intends to maintain a current prospectus for 
the purpose of allowing the holders of the Warrants the ability to exercise 
the Warrants, no assurance can be given that the Company will be able to 
effect any required registration or qualification or maintain a current 
prospectus.  See "Description of Securities - Redeemable Warrants."

12.  Potential Adverse Effect of Redemption of Warrants

     The Warrants may be redeemed by the Company at a redemption price of $.05 
per Warrant upon 30 days' notice provided the closing price (as defined in the 
Warrant Agreement) of the Common Stock equals or exceeds $2.50 for 30 
consecutive trading days ending within 15 days of the date of the notice of 
redemption.  Redemption of the Warrants could force the holders to exercise 
the Warrants and pay the exercise price at a time when it may be 
disadvantageous for the holders to do so, to sell the Warrants at the then 
current market price when they might otherwise wish to hold the Warrants, or 
to accept the redemption price, which is likely to be substantially less than 
the market value of the Warrants at the time of redemption.  See "Description 
of Securities - Redeemable Warrants."
 
13.  Potential Dilutive Effect of Outstanding Options and Warrants and
     Possible Negative Effect on Future Financings

     For the respective terms of the Warrants, the Unit Purchase Option and 
options to purchase up to 700,000 shares of Common Stock granted or available 
for grant under the Company's 1990 Incentive Plan, the holders thereof are 
given an opportunity to profit from a rise in the market price of the 
Company's Common Stock with a resulting dilution in the interests of the other 
stockholders.  Further, the terms on which the Company may obtain additional 
financing during such periods may be adversely affected by the existence of 
the Warrants, the Unit Purchase Option and such other options.  The holders of 
the Warrants, the Unit Purchase Option and such other options may exercise 
them at a time when the Company might be able to obtain additional capital 
through a new offering of securities on terms more favorable than those 
provided therein.  In addition, holders of the Unit Purchase Option have 
registration rights with respect to such option and the underlying securities, 
the exercise of which may involve substantial expense to the Company.  See 
"Management's Discussion and Analysis of Financial Condition and Results of 
Operations," "Description of Securities" and "Underwriting."


 - ITEM 4:  USE OF PROCEEDS

     The net proceeds (after deducting underwriting discounts and commissions 
and other expenses of the offering payable by the Company) from the sale of 
the 1,437,500 Units offered hereby, which were $3,380,442, after the 
Underwriter's over-allotment option was exercised in full, have been used for 
the following purposes and in the following order of priority:

                                                   Approximate Amount
                 Application                        of Net Proceeds
     ------------------------------------          ------------------
     Expansion of marketing, advertising 
       and customer service activities(1) . . . . . . $    675,000
     Purchase of inventory(2) . . . . . . . . . . . .      500,000
     Reduction of debt(3) . . . . . . . . . . . . . .      450,000
     Research and development(4)  . . . . . . . . . .      450,000
     Working capital  . . . . . . . . . . . . . . . .    1,305,442
                                                      ------------
                                                      $  3,380,442
                                                      ============
- --------------------------
(1)  Represents expenses to expand marketing, advertising and customer service 
activities in the (i) Teleconferencing market of approximately $375,000 in 
connection with advertising, establishment of possible marketing joint 
ventures, dealer support and training, attendance at trade shows and the 
salary of a customer support engineer, and (ii) Radio Broadcast market of 
approximately $300,000 for the salaries of a sales manager and a customer 
support engineer, advertising, customer road shows, dealer support and 
training and increased international marketing activities.

(2)  Includes initial start-up investment in additional inventory for the 
PeopleLink System One(TM) and the Digital Audio Workstation Network 
aggregating approximately $300,000.  Also includes inventory for anticipated 
growth and additional demonstration units of approximately $200,000.

(3)  Represents the repayment of approximately $450,000 of the $850,000 of 
principal indebtedness outstanding under the Company's revolving line of 
credit at the time the offering originally became effective (September 23, 
1991).

(4)  Represents expenses including the hiring of a Director of Research and 
Development, for the development of new teleconferencing and broadcast 
products and the improvement of the Company's existing product lines.

     In addition, a portion of the proceeds designated for working capital and 
general corporate purposes was also used to enter into joint ventures or 
acquisitions of businesses engaged in the radio broadcast equipment, 
telecommunications equipment and/or professional sound equipment industries.

     Prior to expenditure, the net proceeds were and will be invested in 
short-term interest bearing securities or money market funds.  Any proceeds 
received upon exercise of the Unit Purchase Option, as well as income from 
investments, will be used to fund operations.  

     Should all the Warrants, which are now separated from the Units, be 
exercised the Company could receive as much as $4,261,038 (1).  The Company 
currently intends to use the proceeds for the following purposes and in the 
following order of priority:

                                                   Approximate Amount
           Intended Application                      of Net Proceeds
     ------------------------------------          ------------------
     Reduction of short-term debt(2). . . . . . . . . $  1,125,382
     Expansion of marketing, advertising 
       and customer service activities(3) . . . . . .    2,000,000
     Research and development(4)  . . . . . . . . . .      500,000
     Working capital. . . . . . . . . . . . . . . . .      635,656
                                                      ------------
                                                      $  4,261,038
                                                      ============
- --------------------------
(1)  Amount calculated by taking the amount of the Warrants currently 
outstanding (2,874,025) and multiplying by the exercise price of $1.50, less 
additional offering expenses associated with the anticipated exercise of the 
Warrants, estimated at $50,000 (see "Plan of Distribution").

(2)  Represents the amount payable on the Company's line of credit arrangement 
as of March 31, 1996.

(3)  Includes the hiring of at least four new sales and marketing managers 
specializing in the Company's various customer and distribution channels.  
Also includes increased amounts invested in market research and direct channel 
advertising (see "Business - Marketing and Sales" and "Business - 
Distribution").

(4)  Includes the hiring of at least five to six engineers assigned to focus 
on the development of new products and enhancements to existing product lines.


 - ITEM 5:  DETERMINATION OF OFFERING PRICE

     The offering price of the Units and the exercise price and other terms of 
the Warrants were determined by negotiation between the Company and the 
Underwriter.  Factors considered in determining the offering price of the 
Units and the exercise price of the Warrants included the closing bid price 
for the Company's Common Stock immediately prior to the effectiveness of this 
offering, the business in which the Company engages, the Company's financial 
condition, an assessment of management and the general condition of the 
securities market.


 - ITEM 6:  DILUTION

Original Unit Offering

     As of June 30, 1991, the Company had a net tangible book value of 
$985,176, or approximately $.33 per share of Common Stock.  Net tangible book 
value per share represents the amount of the Company's total tangible assets, 
less liabilities, divided by the number of shares of Common Stock outstanding. 
 After giving effect to the sale of the 1,250,000 Units offered hereby, and 
using an offering price of $3.00 per Unit and all estimated offering expenses, 
the net tangible book value at June 30, 1991 would have been $3,947,676 or 
approximately $.59 per share, representing an immediate increase in net 
tangible book value of approximately $.26 per share to the present 
stockholders, and an immediate dilution of approximately $.41 per share to new 
public investors from the public offering price.  Dilution per share 
represents the difference between the public offering price and the pro forma 
net tangible book value per share after the offering.

     The following table illustrates the per share dilution that was incurred 
by public investors from the public offering price, without regard to the 
Warrants:

     Public offering price                                         $1.00
         Net tangible book value before offering            .33
         Increase attributable to new public investors      .26
             Net tangible book value after offering                  .59
                                                                   -----
             Dilution to new public investors                      $ .41
                                                                   =====

     The Underwriter's over-allotment option was exercised in full, resulting 
in a pro forma net tangible book value of $4,437,051 or approximately $.61 per 
share, the immediate increase in net tangible book value attributable to new 
public investors was $.28 per share, and the immediate dilution to new public 
investors would be $.39 per share.  In addition, the above discussion and 
table allocate no value to the Warrants contained in the Units and assume no 
exercise of the Warrants, the Unit Purchase Option or any other outstanding 
options, the exercise of which will result in further dilution to new public 
investors.  To the extent the shares of Common Stock are issued pursuant to 
the Unit Purchase Option or any other outstanding option, there may be further 
dilution to the new public investors.

Warrant Exercise

     As of March 31, 1996, the Company had a net tangible book value of 
$4,009,240, or approximately $.52 per share of Common Stock.  After giving 
effect to the exercise of the 2,874,025 Warrants currently outstanding, and 
using an exercise price of $1.50 per Warrant and estimated additional offering 
expenses, the net tangible book value at March 31, 1996 would be $8,320,278 or 
approximately $.79 per share, representing an immediate increase in net 
tangible book value of approximately $.27 per share to the present 
shareholders, and an immediate dilution of approximately $.71 per share to 
Warrant holders from the exercise price.  Dilution per share represents the 
difference between the exercise price and the pro forma net tangible book 
value per share, assuming all outstanding Warrants are exercised.

     The following table illustrates the per share dilution which would be 
incurred by holders of the Warrants from the exercise price:

     Warrant exercise price                                        $1.50
         Net tangible book value before exercises           .52
         Increase attributable to warrant exercises         .27
             Net tangible book value after offering                $ .79
                                                                   -----
             Dilution to Warrant holders                           $ .71
                                                                   =====


 - ITEM 7:  SELLING SECURITY HOLDERS

     None


 - ITEM 8:  PLAN OF DISTRIBUTION

     The Company has confirmed that F.N. Wolf & Co., Inc., the original  
Underwriter for the offering, has filed for bankruptcy.  The Company also 
understands that the Underwriter expects to emerge from bankruptcy, though not 
as a registered broker-dealer, as the SEC previously revoked its broker-dealer 
registration.  Instead, the Underwriter intends to engage only in the business 
of financial planning.  In addition, published reports indicate that Mr. 
Franklin Wolf has been fined by the NASD, and barred from the securities 
industry for life.  The Company considers F.N. Wolf & Co. to have materially 
breached the Underwriting Agreement and to have no further rights thereunder. 
 Notwithstanding the Company's position in this regard, it is possible that 
the Company may continue to have certain contractual obligations to F.N. Wolf 
Co., including the Unit Purchase Option. 

     The Underwriter offered the Units to the public at the public offering 
price set forth on the cover page of this Prospectus and it allowed selected 
dealers who are members of the National Association of Securities Dealers, 
Inc. concessions of not in excess of $0.12 per Unit, of which not more than 
$0.06 per Unit were reallowed to certain other dealers.  After the public 
offering of the Units, the public offering price, concessions and reallowances 
may be changed by the Underwriter.

     The Underwriting Agreement provides for reciprocal indemnification 
between the Company and the Underwriter against certain liabilities in 
connection with this offering, including liabilities under the Securities Act 
of 1933 (the "Act").

     The Company paid the Underwriter a non-accountable expense allowance 
equal to 3% of the aggregate offering price of the Units offered hereby 
(including any Units purchased pursuant to the over-allotment option), all of 
which ($129,375) has been paid.

     The Company granted an option to the Underwriter, exercisable during the 
30-day period from the date of this Prospectus, to purchase up to 187,500 
additional Units at the public offering price, less underwriting discounts and 
commissions, solely to cover over-allotments in the sale of the Units.  The 
Underwriter exercised this option in full.

     The Company agreed to sell to the Underwriter or its designees, for 
nominal consideration, the Unit Purchase Option to purchase up to 125,000 
Units substantially identical to the Units offered hereby, except that the 
Warrants included therein were not subject to redemption by the Company.  The 
Unit Purchase Option has an exercise price of $3.60, subject to adjustment in 
certain events to protect against dilution, and are not transferable except to 
officers of the Underwriter.  The Unit Purchase Option will expire September 
22, 1996.  The Company has agreed to register under the Act on two separate 
occasions upon request of the holder(s) of a majority of the Unit Purchase 
Option, the securities issuable upon exercise of the Unit Purchase Option, the 
 initial such registration to be at the Company's expense and the second at 
the expense of the holders.  The Company has also granted certain "piggyback" 
registration rights to the holder(s) of the Unit Purchase Option.  To date, 
the Unit Purchase Option has not been exercised.

     For the life of the Unit Purchase Option, the holders are given at 
nominal cost, the opportunity to profit from a rise in the market price of the 
Company's securities with a resulting dilution in the interest of other 
stockholders.  Further, the holders may be expected to exercise the Unit 
Purchase Option at a time when the Company would in all likelihood be able to 
obtain equity capital on terms more favorable then those provided in the Unit 
Purchase Option.

     The Company and its 5% stockholders ("Principal Stockholders") have 
granted the Underwriter a five-year preferential right of first refusal to 
purchase for its own account or to act as underwriter or placement agent for 
any subsequent public or private offering of the Company's securities by the 
Company or any successor to or subsidiary of the Company, or any of its 
principal stockholders.  Due to the Underwriter's material breach of the 
Underwriting Agreement, the Company considers this right to be canceled.

     The Company previously agreed to enter into a five-year agreement 
providing for the payment of a fee to the Underwriter in the event the 
Underwriter is responsible for a merger or other acquisition transaction to 
which the Company is a party.  Due to the Underwriter's material breach of the 
Underwriting Agreement, the Company considers this right to be canceled.

     Upon the exercise of the Warrants after the first anniversary of the date 
of this Prospectus, the Company previously agreed to pay the Underwriter a fee 
of 4% of the aggregate exercise price if: (i) the market price of the Common 
Stock on the date the Warrant is exercised is greater than the then exercise 
price of the Warrants; (ii) the exercise of the Warrant was solicited by a 
member of the NASD; (iii) the Warrant is not held in a discretionary account; 
(iv) disclosure of compensation arrangements was made both at the time of the 
offering and at the time of exercise of the Warrant; and (v) the solicitation 
of the Warrant was not in violation of Rule 10b-6 promulgated under the 
Securities Exchange Act of 1934.  Due to the Underwriter's material breach of 
the Underwriting Agreement, the Company considers this right to be canceled.


 - ITEM 9:  LEGAL PROCEEDINGS

     The Company knows of no material litigation or proceeding, pending or 
threatened, to which the Company is or may become a party.


 - ITEM 10: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
            PERSONS

Directors and Executive Officers 

     The following individuals are currently directors or executives officers 
of the Company:


                                                                Director
       Name        Age  Principal Occupation                      Since 
- ------------------ ---  --------------------------------------- --------
Russell D. Gentner  40  Chairman of the Board of Directors,
                        Chief Executive Officer, and President    1985

Edward Dallin
Bagley*             57  Attorney                                  1994

Brad R. Baldwin     40  President and Chief Executive Officer
                        of Bank One, Utah                         1988

Edward N. Bagley*   83  Vice President of Smith Barney and
                        Chairman of the Board of Mining Services
                        International                             1993

Dwight H. Egan      42  President and Chief Executive Officer
                        of Broadcast International, Inc.          1994

K. Bradford Romney  39  President and Chief Executive Officer
                        of Dayna Communications, Inc.             1994


*  Edward N. Bagley and Edward Dallin Bagley are father 
   and son, respectively.

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

     Russell D. Gentner is Chairman of the Board of Directors, Chief Executive 
Officer, and President of the Company.  Mr. Gentner has served in the 
positions of Chairman and Chief Executive Officer since 1985, when the Company 
merged with its predecessor, Gentner Engineering Company, Inc. ("GEC").  GEC 
was founded by Mr. Gentner in 1981, and he served as its Chairman, Chief 
Executive Officer, and President from its inception until its merger with the 
Company.  Mr. Gentner has served as President of the Company from 1985 to 1990 
and from April 1994 to the present.  Mr. Gentner earned his Bachelor of 
Science degree in Electrical Engineering in 1977 from the University of Utah 
and a Master of Business Administration degree from the University of Utah in 
1990.

     Edward Dallin Bagley has been a Director of the Company since April 1994. 
 Previously, Mr. Bagley served as a Director of the Company from April 1987 to 
July 1991.  Mr. Bagley began practicing law in 1965.  He later founded Bagley 
Securities, Inc., a stock brokerage firm located in Salt Lake City, Utah.  
During the past five years, Mr. Bagley has served as vice president of 
National Financial, a computer back-up accounting firm for health clubs.  Mr. 
Bagley is also currently a director of Mining Services International, a 
publicly-held developer of explosives technology and supplier of chemicals to 
the mining industry located in Salt Lake City, Utah, and Tunex International, 
a chain of automotive engine performance and service centers.  Mr. Bagley 
received a Juris Doctorate in 1965 from the University of Utah College of Law.

     Brad R. Baldwin has been a Director of the Company since October 1988.  
Since October 1, 1994, Mr. Baldwin has served as President and Chief Executive 
Officer of Bank One, Utah, a commercial bank headquartered in Salt Lake City, 
Utah.  Mr. Baldwin served as Senior Vice President and General Counsel of Bank 
One from 1988 until his appointment as President and CEO.  From 1981 to 1988, 
Mr. Baldwin was engaged in the general practice of law at the firm of Biele, 
Haslam & Hatch in Salt Lake City, Utah.  Mr. Baldwin received a Juris 
Doctorate in 1980 from the University of Washington.

     Edward N. Bagley has been a director of the Company since January 1993.  
Mr. Bagley is currently Vice President of Smith Barney, with whom he has been 
associated since 1971.  Mr. Bagley has worked in the investment industry since 
1934.  Mr. Bagley is also Chairman of the Board of Directors of Mining 
Services International.  He received a bachelors degree from Utah State 
University in 1933.

     Dwight H. Egan has been a director of the Company since November 1994.  
Mr. Egan is currently the President, Chief Executive Officer, and Chairman of 
the Board of Broadcast International, Inc., a satellite communications and 
business information company located in Salt Lake City, Utah.  Mr. Egan has 
served as an officer and director of Broadcast International since November 
1985.

     K. Bradford Romney has been a Director of the Company since November 
1994.  Since 1991, Mr. Romney has been the President and Chief Executive 
Officer of Dayna Communications, Inc., a computer networking company based in 
Salt Lake City, Utah.  He has been a director of Dayna since 1990.  He served 
as Executive Vice President of Dayna upon joining the company in 1986 until 
his appointment as President and Chief Executive Officer.  From 1982 to 1986, 
Mr. Romney was Executive Vice President of Keith Romney & Associates.  Mr. 
Romney is also a director of EFI Electronics, Inc. and Magellan Technology, 
Inc.  Mr. Romney received a Juris Doctorate and a Master of Business 
Administration degree from Brigham Young University in 1982.



Board of Director Information and Committees 

     All directors serve until their successors are elected and have 
qualified.  The Company currently pays each outside director $650 per month 
for services provided as a director.  Inside directors receive no additional 
compensation for serving on the Board.  Officers are elected to serve, subject 
to the discretion of the Board, until their successors are appointed.

     The Board of Directors has three committees, the Executive, Audit, and 
Compensation Committees.  The Executive Committee is composed of Mr. Russell 
D. Gentner and has one vacancy.  The Audit Committee is currently composed of 
Mr. Brad R. Baldwin, Mr. Edward Dallin Bagley, and Mr. K. Bradford Romney.  
The Compensation Committee is currently composed of Mr. Brad R. Baldwin, Mr. 
Edward Dallin Bagley, and Mr. Dwight H. Egan.  The Executive Committee 
exercises all the powers and authority of the Board of Directors in the 
management of the business and affairs of the Company except those which by 
statute, Certificate of Incorporation or By-laws are reserved to the Board of 
Directors.  The Audit Committee is authorized to review proposals of the 
Company's auditors regarding annual audits, recommend the engagement or 
discharge of the Company's auditors, review recommendations of such auditors 
concerning accounting principles and the adequacy of internal controls and 
accounting procedures and practices, to review the scope of the annual audit, 
to approve or disapprove each professional service or type of service other 
than standard auditing services to be provided by the auditors, and to review 
and discuss the audited financial statements with the auditors.  The 
Compensation Committee makes recommendations to the Board of Directors 
regarding remuneration of the executive officers and directors of the Company 
and administers the 1990 Incentive Plan for directors, officers, and key 
employees.

     
Executive Officers

     The executive officers of the Company are as follows:

       NAME         AGE                 POSITION
- ------------------  --- -----------------------------------------------
Russell D. Gentner  40  Chairman, President and Chief Executive Officer
Keldon A. Paxman    36  Chief Operating Officer and Vice President of
                        Engineering
David L. Harmon     39  Vice President and Chief Financial Officer
William H. Gillman  37  Vice President of Operations


     For the biography of Mr. Gentner, see "Directors."

     Keldon A. Paxman became Chief Operating Officer of the Company in 1996.  
He has been Vice President of Engineering of the Company since 1995.  He has 
been with the Company since 1985, working initially in product testing, 
product design, and technical customer service management.  Beginning in 1990, 
he was Director of Manufacturing and in 1994 became Director of Engineering, 
where he coordinated new product development.  He oversees all of the 
Company's research and product development activities.  Prior to joining 
Gentner, Mr. Paxman worked as a Technical Specialist for National 
Semiconductor.  He received an Associate of Applied Science degree in 
Electronic Technology from Utah Technical College in 1983, and a Bachelor of 
Science degree in Business Administration from the University of Phoenix in 
1994.

     David L. Harmon was elected Vice President and Chief Financial Officer of 
the Company in April 1994.  From 1990 until his appointment as Chief Financial 
Officer, Mr. Harmon was the Company's Controller.  He is responsible for all 
of the Company's accounting, tax planning, financial and management reporting, 
and SEC filings.  He is a certified public accountant, having spent eight 
years in public accounting before joining Gentner.  While a practicing CPA, 
Mr., Harmon specialized in audits and financial reporting of public companies, 
and was involved in tax return preparation for several types of businesses.  
He graduated from the University of Utah with a Bachelor of Science degree in 
Accounting.

     William H. Gillman became a Vice President of Operations in 1995, in 
which capacity he oversees manufacturing, purchasing, quality control, and 
inventory processes.  Mr. Gillman first joined the Company in 1983, was 
appointed Vice President of Engineering in 1984, and joined the Board of 
Directors in 1985.  He was responsible for the design or redesign of a large 
portion of the Company's early products.  In 1991, Mr. Gillman joined Novell 
as a Senior Engineer to design Novell's state-of-the-art, $12.5 million 
software testing facility referred to as "Super Lab." He continued as a 
Director with the Company during his time at Novell until 1994.  In 1994, he 
returned to the Company as a full-time employee and also resigned his position 
on the Board of Directors.  Mr. Gillman received an Associate of Applied 
Science degree in Electronic Technology from Utah Technical College in 1980, 
and, until his first employment with the Company, worked as an engineer with 
several Utah radio stations.  He is a member of the Aircraft Owners and Pilots 
Association, the American Radio Relay League, and the Society of Broadcast 
Engineers, where he holds a Senior Broadcast Engineering Certificate.  He also 
has an FCC General Radio/Telephone License.


 - ITEM 11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
             MANAGEMENT

     The following table sets forth certain information regarding ownership of 
the Common Stock of the Company as of March 31, 1996 by (i) each person known 
to the Company to be the beneficial owner of more than 5% of the outstanding 
Common Stock of the Company, (ii) each director of the Company, (iii) the 
Chief Executive Officer and each other executive officer of the Company as of 
March 31, 1996 whose salary and bonus for the year ended June 30, 1995 
exceeded $100,000, and (iv) all executive officers and directors of the 
Company as a group.  Each person has sole investment and voting power with 
respect to the shares indicated, subject to community property laws where 
applicable, except as otherwise indicated below.  


                                     Amount of               Percentage
Names of Beneficial Owners      Beneficial Ownership          of Class
- --------------------------      --------------------         ----------
Russell D. Gentner                   686,128(1)                 9.0%
Edward Dallin Bagley                 411,207(2)                 5.4%
William H. Gillman                   180,119(3)                 2.4%
Brad R. Baldwin                       79,166(4)                 1.0%
Edward N. Bagley                     269,833(5)                 3.5%
Dwight H. Egan                         5,000(6)                 0.1%
K. Bradford Romney, Jr.                5,000(6)                 0.1%
Directors and Executive Officers
  as a Group (9 persons)           1,654,453(1,2,3,4,5,6,7)    21.6%

(1)     Includes:  595,928 shares owned directly; options to purchase 90,000 
shares that are exercisable within 60 days; and 200 shares owned by Mr. 
Gentner's wife.  Excludes: options to purchase 40,000 shares that are not 
exercisable within 60 days.

(2)     Includes:  306,157 shares owned directly; 100,000 shares owned by a 
corporation controlled by Mr. Bagley; 50 shares owned by Mr. Bagley's wife as 
custodian for one of Mr. Bagley's daughters; and options to purchase 5,000 
shares that are exercisable within 60 days.  Excludes: 50 shares owned by 
another of Mr. Bagley's daughters; shares owned by the Bagley Family Revocable 
Trust, all of which Mr. Bagley disclaims beneficial ownership; and options to 
purchase 25,000 shares that are not exercisable within 60 days.

(3)     Includes: 162,619 shares owned directly and options to purchase 17,500 
shares that are exercisable within 60 days.  Excludes: options to purchase 
17,500 shares that are not exercisable within 60 days.

(4)     Includes:  54,666 shares owned directly; options to purchase 17,500 
shares that are exercisable within 60 days; 5,000 shares owned by Mr. 
Baldwin's wife; and warrants to purchase 2,000 shares that are currently 
exercisable.  Excludes: options to purchase 17,500 shares that are not 
exercisable within 60 days.

(5)     Includes: 257,333 shares owned by the Bagley Family Revocable Trust, 
of which Mr. Bagley is a co-trustee with his wife; and options to purchase 
12,500 shares that are exercisable within 60 days.  Excludes: shares held or 
controlled by Mr. Bagley's son (Edward Dallin Bagley) and granddaughters as 
described in footnote 2 above, all of which Mr. Edward N. Bagley disclaims 
beneficial ownership; and options to purchase 17,500 shares that are not 
exercisable within 60 days.

(6)     Includes: options to acquire 5,000 shares that are exercisable within 
60 days.  Excludes: options to acquire 25,000 shares that are not exercisable 
within 60 days.

(7)     Includes: 1,000 shares owned directly and options to acquire 17,000 
shares by two other officers that are exercisable within 60 days.  Excludes: 
options to acquire 23,000 shares by those officers that are not exercisable 
within 60 days.


 - ITEM 12:  DESCRIPTION OF SECURITIES

Units

     Each Unit consists of three shares of Common Stock and two Warrants, each 
Warrant entitling the holder to purchase one share of Common Stock.  The 
components of the Units became separately transferable one year following the 
date of the original Prospectus (the "Separation Date").

Common Stock

     The Company has authorized 50,000,000 shares of Common Stock, par value 
$.001 per share, 7,662,375 of which were issued and outstanding as of March 
31, 1996.  Each share of Common Stock is entitled to one vote on all matters 
on which stockholders may vote, including the election of directors.  Holders 
of Common Stock are entitled to participate pro rata based on the number of 
shares held, in the payment of cash dividends and in the liquidation, 
dissolution or winding up of the Company.  There are no preemptive, 
redemption, conversion or cumulative voting rights applicable to the Common 
Stock.

Redeemable Warrants 

     Each Warrant entitles the registered holder to purchase one share of 
Common Stock at an exercise price of $1.50 at any time until 5:00 P.M., New 
York City time, on September 22, 1996.  Since that date falls on a non-banking 
day, they may be exercised until 5:00 p.m. New York City Time on September 23, 
1996.  The Warrants are redeemable by the Company on thirty days prior written 
notice at a redemption price of $.05 per Warrant if the "closing price" of the 
Company's Common Stock equals or exceeds $2.50 per share for any 30 
consecutive trading days ending within 15 days of the notice of redemption.  
"Closing price" shall mean the closing bid price if listed in the over-the-
counter market or the closing sale price if listed on the National Market 
System of NASDAQ or a national securities exchange.

     The Warrants provide for adjustment of the exercise price and for a 
change in the number of shares issuable upon exercise to protect holders 
against dilution in the event of a stock dividend, stock split, combination or 
reclassification of the Common Stock or upon issuance of shares of Common 
Stock at prices lower than the Warrant exercise price then in effect other 
than issuances upon exercise of options granted to employees, directors and 
consultants to the Company, or options to be granted under the Company's 1990 
Incentive Plan.

     Commencing on the Separation Date, a Warrant may be exercised upon 
surrender of the Warrant certificate on or prior to its expiration date (or 
earlier redemption date) at the offices of American Stock Transfer & Trust 
Company, New York, New York, the warrant agent, with the form of "Election to 
Purchase" on the reverse side of the Warrant certificate completed and 
executed as indicated, accompanied by payment of the full exercise price (by 
certified or bank check payable to the order of the Company) for the number of 
shares with respect to which the Warrant is being exercised.  Shares issued 
upon exercise of Warrants and payment in accordance with the terms of the 
Warrants will be fully paid and nonassessable.

     The Warrants do not confer upon the Warrant holder any voting or other 
rights of a stockholder of the Company.  Upon notice to the Warrant holders, 
the Company has the right to reduce the exercise price or extend the 
expiration date of the Warrants.

     Although the Units have not knowingly been sold to purchasers in the 
jurisdictions in which the Units are not registered or otherwise qualified for 
sale, purchasers may buy Units or the components thereof in the aftermarket 
in, or may move to, jurisdictions in which the shares underlying the Warrants 
are not so registered or qualified during the period that the Warrants are 
exercisable.  In this event, the Company will be unable to issue shares of 
Common Stock to those persons desiring to exercise their Warrants unless and 
until the shares qualified for sale in jurisdictions in which such purchasers 
reside, or unless an exemption to such qualification exists in such 
jurisdiction.  In addition, investors in this offering will not be able to 
exercise their Warrants, unless at the time of exercise the Company has a 
current prospectus covering the shares of Common Stock underlying the 
Warrants.

Transfer Agent and Warrant Agent 

     American Stock Transfer & Trust Company, New York, New York, will serve 
as transfer agent for the Common Stock and the Warrants.


 - ITEM 13:  INTEREST OF NAMED EXPERTS AND COUNSEL

     None.


 - ITEM 14:  DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
             SECURITIES ACT LIABILITIES

     Insofar as indemnification for liabilities arising under the Securities 
Act of 1933, as amended, may be permitted to directors, officers and 
controlling persons of the Company pursuant to the provisions of its articles 
of incorporation and bylaws, of the Utah Revised Business Corporation Act, or 
otherwise, the Company has been advised that in the opinion of the Securities 
and Exchange Commission such indemnification is against public policy as 
expressed in the Act and is, therefore unenforceable.  In the event that a 
claim for indemnification against such liabilities (other than the payment by 
the Company of expenses incurred or paid by a director, officer or controlling 
person of the Company in the successful defense  of any action, suit or 
proceeding) is asserted by such director, officer, or controlling person in 
connection with the securities being registered, the Company will, unless in 
the opinion of its counsel the matter has been settled by controlling 
precedent, submit to a court of appropriate jurisdiction the question of 
whether such indemnification by it is against public policy as expressed in 
the Act and will be governed by the final adjudication of such issue.  


 - ITEM 15:  ORGANIZATION WITHIN LAST FIVE YEARS

     See Item 19 below.


 - ITEM 16:  DESCRIPTION OF BUSINESS

General

     Gentner Communications Corporation (the "Company") is a corporation 
organized under the laws of the State of Utah in 1983. The Company develops, 
markets, and distributes technologically advanced audioconferencing products 
and services, along with other products, primarily for the Broadcast market 
and the audio segment of the Teleconferencing market.  The audio segment of 
the Teleconferencing market is herein referred to as the "Audioconferencing 
market."  Historically, the Company's primary business has been the sale of 
studio and transmitter-related equipment and accessories to broadcast 
facilities.  The Company has applied its core digital technology gained in the 
Broadcast market to the development of products for the Audioconferencing 
market.  In addition, the Company offers a conference call service.  With this 
combination of products and service, the Company's vision is to provide 
customers with the total audio solution for conferencing.

     The Company currently sells four distinct product lines to the Broadcast 
market.  The largest product line consists of telephone interface equipment, 
which is primarily used to facilitate audio teleconferences in which callers 
are put on-the-air for call-in talk shows.  In fiscal 1995, sales of products 
to the Broadcast market accounted for 49% of the Company's total sales.

     In 1991, using its technological expertise gained in the Broadcast 
market, the Company commenced marketing products specifically developed by it 
for the Audioconferencing market.  The Company's audioconferencing products, 
which are used to conduct audio teleconferences, allow users to speak into 
microphones and listen through speakers without the cut-offs, distortion, and 
noise associated with traditional speakerphones, providing for a more natural, 
two-way conversation among participants.  The Company's product line comprises 
high-end audioconferencing systems installed in conference rooms, along with 
economical portable units.  Sales of products to the Audioconferencing market 
accounted for 40% of the Company's total sales during fiscal 1995.

     In fiscal 1993, the Company commenced a conference call service 
operation.  This service is marketed to sales organizations, law firms, 
financial networks, and any business requiring conference calling.  

     In fiscal 1994, the Company made several difficult but essential 
reorganization decisions, including significant investment in research and 
development and marketing, consolidation of the Company's operations and sales 
center to one location, the divestiture of the Audisk product line, and the 
implementation of other cost reduction measures.  These reorganization efforts 
contributed to a significant increase in the Company's sales and a marked 
decrease in the Company's net loss during fiscal 1995.  During fiscal 1995 as 
compared to fiscal 1994, sales of the Company's products and services 
increased to $11.1 million from $8.8 million.  Fiscal 1995's net loss was 
$116,063, or $0.02 per share, compared to fiscal 1994's net loss of 
$1,258,986, or $0.17 per share.  The significant 1994 loss included the 
disposal of a product line and other non-recurring charges (see "Management's 
Discussion and Analysis").  Although fiscal 1995 began with a first quarter 
loss, all succeeding quarters were profitable, and the fourth quarter's 
results were record-breaking in terms of both sales and profits.  


Results of Recent Operations

     Sales for the nine months ended March 31, 1996 increased 3% compared to 
the same period during the prior fiscal year.  Shipments of new products 
during the first half of the fiscal year were the primary reason for the 
increase.  Offsetting this sales growth during the third quarter were weather 
factors and the federal government shutdown.


Business Strategy

     The Company plans to continue its efforts to develop and market new 
products for the Broadcast and Audioconferencing markets.  Growth in broadcast 
product sales is expected to come through new equipment introductions, 
enhancements, and increased international distribution.  

     The Company believes that its largest growth potential is in the U.S. 
Audioconferencing market.  According to industry sources, Audioconferencing 
sales are growing at an annual rate of 20%, with sales of both audio products 
and conferencing services at $1.5 billion for calendar 1995. The Company plans 
to allocate a large portion of its resources to develop and market products 
and services for this market.  Due to the larger market size and potentially 
greater competition, the marketing of Audioconferencing products will continue 
to require substantial marketing resources and research and development 
efforts.  To this end, the Company will continue to seek out highly trained 
and experienced personnel. Additionally, the Company has aggressively focused 
on research and development to create a superior line of products.  Because of 
its ability to combine sophisticated audioconferencing conference room systems 
and portable units with conference call services into a package available 
through a nationwide network of dealers and sales representatives, the Company 
plans to offer end users a "total solution" approach, which it believes will 
help it take advantage of the potential of this growing market.


Broadcast Products

     The Company has four major product lines that it sells to the Broadcast 
market:

     -- Telephone Interface Products
     -- Transmitter Site Control Products
     -- Audio Routing and Distribution Products
     -- Audio Processing Products

With the exception of transmitter site control products, the Company's 
broadcast products are used in broadcast studios to assist in production 
and/or on-air programming.  Each of these product lines is discussed in 
greater detail below.

     Telephone Interface Products.  The Company's telephone interface product 
line offers a full selection of products ranging from simple single line 
couplers to computerized multiple line systems used in talk show programs.  An 
example of the computerized multi-line system is the Company's TS612 unit, 
which it began selling in fiscal 1995.  Many telephone interface products 
function as broadcast-oriented audioconferencing components used by 
broadcasters to put callers on-the-air as part of an audio teleconference.  
This product line also includes the Company's remote broadcast products.  
These products allow a station to conduct broadcasts from a location away from 
the station using telephone lines instead of more expensive satellite 
transmissions.  A sportscaster, for example, can broadcast a basketball game 
from the arena, being linked to the studio by telephone.

     Transmitter Site Control Products.  These products help broadcasters 
fulfill legal requirements for monitoring and controlling their transmitters, 
which are often located in remote areas such as on mountain tops.  The 
Company's products provide monitoring of conditions at the transmitter site 
and permit users to make adjustments to transmitters by remote control via 
computer or telephone.  The Company's transmitter site control products 
utilize a digitally synthesized voice which reports conditions over a 
telephone line.  In April of 1996, the Company introduced the new GSC-3000 
product series at the National Association of Broadcasters Trade Show in Las 
Vegas.  The new hardware and software products are designed to augment the 
Company's existing transmitter site control products by permitting station 
managers to monitor several different sites using PC-based networked systems.

     Audio Routing and Distribution Products.  These products are used to 
distribute audio signals from studio to studio, and are also widely used in 
the Professional Audio market (see "Description of Business - Other Markets"). 
 These types of products are a necessary part of every audio installation in a 
broadcast facility.  The Company has been manufacturing and selling this 
product line since its inception.

     Audio Processing Products.  Broadcasters use these products to tailor the 
sound of their stations to suit the tastes of specific audiences.  For 
example, a radio station with an "Urban Contemporary" format could use these 
products to significantly increase the amount of bass response in their 
signal, whereas a "Light Jazz" station would use softer processing for a 
uniform sound across the audio frequency spectrum.  These digital products 
provide a greater amount of flexibility for broadcasters who want more control 
over the quality and character of the sound of their broadcasts.  In addition, 
they help preserve the broadcast clarity of compact disc recordings.


Audioconferencing Products

     The Company's internal research into the needs of the business community, 
coupled with its digital capabilities developed in the Broadcast market, led 
to its development of products for the Audioconferencing market.  This market 
is experiencing rapid growth.  Companies that conduct lengthy meetings over 
the telephone have expressed dissatisfaction with the speakerphones 
traditionally used in these meetings.  The problems noted with traditional 
speakerphones include poor audio quality, low volume levels, echoes, noise, 
distortion, and speech cut-offs.  The Company believes that it has 
substantially addressed these problems through the development of digitally-
processed audioconferencing products.

     In 1991, the Company began shipping several competitively priced 
audioconferencing products and systems.  The systems permit users to 
communicate via professional quality microphones and speakers which, combined 
with the Company's digital technology, result in higher audio quality.  The 
systems permit fully interactive conversations, allowing users to talk 
normally (as if all participants were in the same room), without cut-offs.  

     The Company began shipping a new audioconferencing product in fiscal 
1995.  This product, the ET100, is a highly advanced, portable 
audioconferencing unit that provides high quality sound, without delays, cut-
offs, or echoes, and that is designed to hook-up with virtually any phone 
system.  This unique capability allows users to utilize all of their telephone 
functions such as hold, conference, transfer, multiple line access, etc.  The 
ET100 turns the existing digital PBX or analog telephone into a two-way hands 
free audioconferencing device.  In February 1996, the Company began shipping a 
new audioconferencer, the ET-10, which is a smaller and less expensive version 
of the ET-100.  The ET-10 has all the features of the ET-100, but is intended 
to be used in an office or cubicle with a desk telephone instead of in a 
conference room.


Conference Call Service

     In February 1993, the Company launched its new conference call service 
operation so as to be able to provide customers with a complete offering of 
audioconferencing solutions.  This service can connect telephone callers 
worldwide with state-of-the-art volume and clarity.  Although this operation 
is experiencing steady growth, it is not currently producing significant 
revenues.


Assistive Listening Products

     In March 1993, the Company began shipping its new Assistive Listening 
System ("ALS") products.  These products provide amplification for the hearing 
impaired in such places as sport stadiums, museums, libraries, theme parks, 
zoos, auditoriums, convention centers, and tour buses.  The demand for ALS 
products is strong due to the enactment of the Americans with Disabilities 
Act, which requires such aid to the hearing disabled.  In fiscal 1995, the 
Company expanded its ALS product line with the introduction of an additional 
multi-channel receiver, a battery charger and other accessories.  During 
fiscal 1996, the new PTX portable transmitter was introduced.  ALS products 
and accessories currently are one of the Company's fastest growing product 
lines. 


Broadcast Market

     For fiscal 1995, and so far during fiscal 1996, the Broadcast market was 
still the Company's largest revenue source, generating approximately 49% of 
the Company's total sales.  The Company's products are targeted and sold to 
radio and television stations, broadcast networks, and other broadcast-related 
customers.

     Based on statistics provided by the Company's wholesalers, the Company 
estimates that the potential annual U.S. Broadcast market size is 
approximately $100 million for all types of equipment, including the type the 
Company provides.  The Company's current market share is approximately 5% of 
this market.

     The United States is considered to be the predominant segment of the 
worldwide Broadcast market, with over 12,000 radio and television stations in 
operation.  The Company estimates that this market will grow at an average 
annual rate of approximately 5%.  The Company's products are sold mainly to 
renovate older studios and/or replace obsolete equipment.  Although little new 
broadcast station construction has taken place in the past several years in 
the United States, due to the limited number of frequencies that become 
available at any given time, the Company believes that it will continue to 
enjoy growth in the Broadcast market as product innovations allow broadcast 
stations to upgrade their existing equipment.

     The Company has traditionally concentrated its efforts in selling its 
products in the United States.  However, while the United States is considered 
to be the largest single Broadcast market segment in the world, it is believed 
to represent only 20% of the total worldwide Broadcast market.  The 
international Broadcast market is expanding due largely to government 
deregulation and privatization of stations and an expansion in the number of 
frequencies available for commercial use.  In 1991, the Company began focusing 
efforts on expanding its international market share and has appointed dealers 
located in key countries around the world (see "Description of Business - 
Distribution").  Such Broadcast sales overseas now account for 19% of all 
sales by the Company to the Broadcast market.  Sales of all products to all 
foreign markets, which includes both export sales and sales intended for 
overseas installation, principally in Canada, Europe, and Asia, accounted for 
13% of total fiscal 1995 sales, and have accounted for 12% of total sales 
during the first three quarters of fiscal 1996.


Audioconferencing Market

     The audioconferencing market is currently the Company's fastest growing 
market, representing approximately 40% of total Company sales in fiscal 1995 
and to-date in fiscal 1996, compared to 36% of total Company sales in fiscal 
1994.  The Audioconferencing market is a segment of the total Teleconferencing 
market, which also includes the Videoconferencing market segment.  Although it 
designs and manufactures audio equipment that works in connection with the 
Videoconferencing segment, the Company specializes in the Audioconferencing 
segment.

     Products and services sold by all companies to the Audioconferencing 
market include terminal equipment, telephone bridge equipment, conference 
calling services, and transmission services.  The Company's primary focus is 
in the terminal equipment and conference calling categories.  According to 
estimates compiled by the International Teleconferencing Association, the 
calendar 1995 U.S. market for these specific types of Audioconferencing 
products and services exceeded $1.5 billion, growing 20% over the previous 
calendar year.

     The Company believes that the most significant sales growth in the near 
future will come through the continued sale of Audioconferencing equipment.  
The Company also expects further growth in its conference call service 
business.


Other Markets

     In addition to the Broadcast and Audioconferencing markets, the Company's 
products are sold into other markets, particularly the Professional Audio 
market.  The Professional Audio market includes sound contractors who install 
audio and other equipment in churches, schools, auditoriums and other large 
facilities.  The Company sells its products into this market generally through 
the same manufacturers' representatives and dealers that represent the Company 
in the Audioconferencing market.  The products sold to this market are 
primarily audio routing and distribution products, telephone interface 
products, and ALS products.


Marketing and Sales

     Broadcast sales efforts have traditionally focused on domestic and 
international sales of broadcast products through a worldwide network of 
dealers.  Such efforts included a combination of product catalogs, telephone 
telemarketing, direct mail, trade advertising and direct selling.  The Company 
will continue to support dealers with product information, brochures, and data 
sheets, and has been increasing its activities aimed at garnering the 
attention of end users.  The Company will continue to sponsor sales promotions 
to encourage dealers to feature the Company's products, and has also focused 
more on end user interaction efforts such as customer focus groups and 
proactive surveys.  The Company also exhibits at selected high profile 
industry trade shows to ensure that the Company's products remain highly 
visible to dealers and broadcasters.

     Audioconferencing and ALS product sales efforts are primarily aimed at, 
respectively, domestic businesses and organizations required to offer their 
patrons equipment designed to assist the hearing impaired.  The Company has 
been reaching these customers through a representative and dealer network that 
regularly interacts with potential end users in the target market.  However, 
since digital audioconferencing products and services are relatively new 
concepts in a growing new industry, the Company intends to devote 
significantly more marketing efforts toward end users.  Although the Company 
has begun actively participating, alongside its representatives and dealers, 
in communication forums, trade shows, and industry promotions, the Company has 
begun researching the audioconferencing market in depth so as to establish 
new, direct sales and distribution channels (see "Description of Business - 
Distribution").

     Customer support, which is generally provided over the telephone, 
provides timely, interactive help to customers needing operational or 
technical assistance with their products.  The customer support team regularly 
communicates with the Company's engineering and manufacturing groups to ensure 
up-to-date information is being given to the customers and to provide feedback 
to the Company that can be useful in initiating product improvements.


Distribution

     Broadcast Products.  The Company's broadcast products are generally sold 
in the United States through non-exclusive independent broadcast equipment 
dealers.  Customers generally place orders with a dealer by calling a toll 
free number.  The market is highly competitive and it is not unusual for a 
customer to call several dealers to get the best possible price.  Once a 
customer orders equipment, a dealer then either ships the product to the 
customer from the dealer's inventory or orders the product from the Company to 
be shipped directly to the customer.  Only the Company's largest dealer, 
Harris/Allied, a division of Harris Corporation, is also a manufacturer of 
communications systems and equipment. Harris/Allied is the Company's 
predominant dealer in the Broadcast market and is believed by the Company to 
be the dominant supplier of equipment for radio stations in the United States. 
 Sales to Harris/Allied represent a significant portion of Company sales, 
accounting for approximately 7% of the Company's total sales so far in fiscal 
1996, and 18% and 16% of sales during fiscal 1995 and fiscal 1994, 
respectively.  However, the Company believes that if it were to lose 
Harris/Allied as a dealer, it could sell its products to customers either 
directly or through other dealers.  With respect to international sales, the 
Company has established international relationships with dealers for its 
broadcast products, of which several are located in Europe, two are in Canada, 
and several are located throughout Asia, the South Pacific, and Latin America.

     Audioconferencing and ALS Products and Services.  The Company sells its 
Audioconferencing and ALS products, along with conference call services 
through independent representatives and dealers.  The Company also telemarkets 
customers directly with respect to its conference calling service.  Currently, 
most of the Company's Audioconferencing and ALS sales are in the United 
States.  The Company's primary strategy for foreign expansion is to establish 
distribution channels in markets where it believes there is a growing need for 
products and services of the type offered by the Company.  The Company has 
pursued this strategy in conjunction with its international broadcast 
activities and has established dealerships in the same geographic locations.  
The Company has recently announced the introduction of a new portable 
audioconferencer that will likely appeal to a mass market.  Accordingly, in 
the near future, the Company intends to establish retail sales channels for 
this product, through stores or catalogs or otherwise.


Competition

     The principal competitive factors in the Company's markets include 
innovative product design, product quality, established customer 
relationships, name recognition, distribution, and price.

     In the Broadcast market, the Company has several competitors in each of 
its four product lines.  There is not, however, any single competitor who 
directly competes with the Company in all such product lines.  Although some 
of the Company's competitors are smaller in terms of annual revenues and 
capitalization, such competitors are usually focused on a single product line 
and can therefore devote their resources to products that are directly 
competitive with, and which may adversely impact sales of, the Company's 
products.  However, the Company possesses a high name-recognition factor with 
respect to its Broadcast products, particularly with its telephone interface 
equipment.  This advantage, coupled with the Company's size, enables it to 
preserve and enhance its efforts in increasing Broadcast market share.

     The Company believes that its ability to successfully compete in the 
Audioconferencing market is essential to the Company's growth and market 
development.  The Company knows that there are other companies with 
substantial financial, technical, manufacturing and marketing resources 
currently engaged in the development and marketing of similar products and 
services.  Some of these companies have launched products competitive with 
those being developed and manufactured by the Company.  However, the Company 
has capitalized on, and enhanced its core acoustic digital technology 
developed for the Broadcast market into what it believes are conference room 
installed Audioconferencing systems and equipment of superior performance.  It 
also believes its new line of portable audioconferencers have significant 
competitive advantages (see "Description of Business - Audioconferencing 
Products").  By offering both these types of products, combined in various 
types of packages with conference calling services, the Company feels it can 
uniquely position itself in this rapidly expanding Audioconferencing market.


Research and Development

     The Company is highly committed to research and development.  The Company 
views its investment in research and development as the key to long-term 
business success.  The Company expended $802,062 and $920,079 on research and 
development in fiscal years ended June 30, 1995 and 1994, respectively.  
During the first nine months of fiscal 1996, the Company expended $718,819.
 
     The Company is continually working on developing new products and 
services. Current new research and development efforts are focused on the 
broadcast telephone interface and Audioconferencing product lines.  The 
Company also heavily invests resources in technically sustaining and refining 
existing products.  Moreover, the Company continues to allocate resources to 
obtain and maintain product regulatory compliance.

     The Company's core technological competencies include many areas of 
telecommunications and audio processing.  The Company has developed the 
ability to interface many types of products to the public telephone network.  
The Company's capability to use Digital Signal Processing ("DSP") technology 
to perform audio processing operations is also a core competence.  This 
technology is critical to the performance of the Company's products.  The 
Company maintains an internal computer aided design ("CAD") team.  This team 
creates the necessary electrical schematics, printed circuit board designs, 
mechanical designs, and manufacturing documentation to support the research 
and development efforts.  The Company's CAD and product design teams use 
networked computing systems and sophisticated software programs to facilitate 
all aspects of product development.

     The Company believes that ongoing development of its core technological 
competencies is vitally important to future sales.


Patents and Proprietary Rights

     Trade secrets, proprietary information, and technical know-how are 
important to the Company's scientific and commercial success.  The Company 
currently relies on a combination of trade secrets and nondisclosure 
agreements to establish and protect its proprietary rights in its products.  
The Company also has a U.S. trademark registration for "PeopleLink," the name 
used on one of the Company's telephone interface products.


Government Regulation

     The Company designs and manufactures its equipment in accordance with the 
technical design standards of Federal Communications Commission ("FCC") Rules 
Part 15, Class A and Part 68.  Part 15 governs the levels of electromagnetic 
radiation emanating from commercial computing equipment.  The Company 
endeavors to conform all of its products covered by Rule 15 with the Rule 15 
standards based on internal testing.  Part 68 sets forth certain standards for 
telephone equipment that is to be used within the United States 
telecommunications system, such as line isolation and surge protection 
standards.  The Company's applicable telecommunications products are each 
certified by independent inspectors to meet the Part 68 standards.

     The Company also designs and manufactures its equipment pursuant to 
Underwriters Laboratories and industry product safety standards.

     Several of the Company's products are currently registered for sale in 
various international markets.  The Company must conform with design standards 
similar to those of the FCC in each of the foreign countries in which its 
products are sold.


Manufacturing and Supplies

     The Company currently manufactures and/or assembles its products using 
purchased or leased manufacturing equipment.  Most of the equipment presently 
being used will continue to be utilized for several years.  The Company's 
manufacturing facility incorporates modern, modular assembly work stations and 
work accessories that enhance the efficiency and quality of the manufacturing 
process.  If sales increase substantially, the Company would be required to 
invest in additional manufacturing equipment.  Subject to financial 
considerations, the Company does not believe it would experience any 
difficulty in obtaining any additional equipment that might be needed as a 
result of any substantial sales increase (see "Management's Discussion and 
Analysis -- Financial Condition and Liquidity").

     The Company generally purchases its assembly components from 
distributors, but also buys a limited amount directly from manufacturers.  
Printed circuit boards and metal work are purchased directly from local 
suppliers.  Its principal suppliers are Hamilton Hallmark, Arrow Electronics, 
Bell Industries, Standard Supply Company, Precise Metal Products Company, and 
Precision Technology.  Of these principal suppliers, only Precise Metal 
Products, which does all of the Company's metal stamping work, is single 
source.  Precise Metal Products could be replaced by at least three local and 
eight regional metal stamping companies with little disruption in the 
manufacturing process.  The Company's general policy is to have a minimum of 
two vendor sources.  Many of the components utilized are bonded by certain 
distributors and manufacturers.  This bonding process places ordered products 
on the distributors' shelves until the product is required by the Company.  
This allows the Company to reduce its inventory while maintaining available 
stock.

     The Company uses a real time computer system to monitor its manufacturing 
process, which allows the Company to utilize cost accounting for each product 
and to monitor profitability in each phase of the manufacturing process.  Both 
the equipment and the software are covered under maintenance contracts.  The 
Company has developed an extensive software back-up system that provides for 
daily back-ups housed in a fire-proof safe.


Warranty and Service

     The Company provides one and two-year warranties on its products which 
cover both parts and labor.  The Company, at its option, repairs or replaces 
products that are defective during the warranty period if the proper 
preventative maintenance procedures have been followed by customers.  Repairs 
that are necessitated by misuse of such products or are required outside the 
warranty period are not covered by the Company's warranty.

     In cases of defective products, the customer typically returns them to 
the Company's facility in Salt Lake City, Utah.  The Company's service 
personnel then replace or repair the defective items and ship them back to the 
customer.  Generally, all servicing is done at the Company's plant, and it 
charges its customers a fee for those service items that are not covered by 
warranty.  The Company does not offer its customers any formal written service 
contracts.


Backlog

     As of March 31, 1996, the Company's backlog was approximately $450,000, 
all of which is scheduled to be delivered throughout fiscal 1996 and the first 
half of fiscal 1997.  Backlog figures include signed purchase orders.  All 
orders are subject to cancellation without penalty.  On most orders, payment 
is due within 30 days of shipment.  The Company has occasionally experienced 
some cancellations or postponements of a minor sort regarding its backlog.  
The backlog is not seasonal in nature.


Employees

     As of March 31, 1996, the Company had 93 employees, all of which were 
full-time employees.  None of the Company's employees are subject to a 
collective bargaining agreement.


 -  ITEM 17:  MANAGEMENT'S DISCUSSION AND ANALYSIS

Results of Operations 

Nine Months Ended March 31, 1996 Compared to Nine Months Ended March 31, 1995

     Sales for the nine months ended March 31, 1996 increased 3% compared to 
the same period during the prior fiscal year.  Shipments of new products 
during the first half of the fiscal year were the primary reasons for the 
increase.  Offsetting this sales growth during the third quarter were weather 
factors and the federal government shutdown.  

     Broadcast market sales for the nine months end March 31, 1996 were up 6% 
over the same comparable period during fiscal 1995.  Increased sales from 
earlier in the fiscal year were due to the Company's new TS612 talk show 
telephone system.  The Company has received favorable customer response to 
this product, and has finalized new enhancements which it introduced during 
the last three months.  Increased sales also resulted from another new 
product, the Company's recently introduced Telehybrid telephone interface 
unit.  This new product allows broadcasters to make easy connections to either 
digital or analog phone lines in various "on-air" broadcast applications.  
These sales increases during the first half of the fiscal year were tempered 
by severe winter weather conditions in the Northeastern United States.  The 
Company distributes a significant amount of its broadcast products through 
dealers located in this area, and during the month of January, weather 
conditions affected several of these businesses and their customers who 
postponed orders.  In addition, capital investment plans by broadcast 
customers were uncertain due to anticipated changes in station ownership 
provisions included in the then pending Telecommunications Act of 1996.  After 
the Telecommunications legislation passed, the approval of any such ownership 
changes were then interrupted by the temporary shutdown of the Federal 
Communications Commission.  The Company feels that these circumstances 
resulted in a temporary slowdown, and feels that Broadcast sales will be 
higher in the future.  Sales during the coming fiscal year are also 
anticipated to increase as a result of the new GSC-3000 product series that 
was unveiled at the April National Association of Broadcasters trade show in 
Las Vegas.  The new hardware and software products are designed to augment the 
Company's existing transmitter site control products by allowing station 
managers to monitor several different sites using PC-based networked systems.

     Sales to the audio segment of the Teleconferencing market (the 
"Audioconferencing" market) remained comparatively the same during the first 
nine months as compared to the same period during the previous fiscal year.  
The Company experienced higher sales during the first six months of the 
current fiscal year primarily due to shipments of the new AVT line of 
products.  These units were designed specifically for use in conjunction with 
videoconferencing and distance learning.  Also contributing to 
Audioconferencing sales throughout the current fiscal year were shipments of 
the ET100 portable audioconferencer.  The Company spent time earlier in the 
1996 fiscal year making design modifications and improvements to the ET100, 
and released version 2.0 during the second fiscal quarter.  During the current 
fiscal year's third quarter, weather conditions caused similar problems with 
customers in this market as were caused in the broadcast market.  However, 
these sales decreases were affected more by the federal government shutdown.  
A significant number of the Company's audioconferencing systems are utilized 
in distance learning applications located at higher education facilities.  The 
Company's dealers bid many of these systems to universities and colleges who 
purchase the equipment using federal grants.  While grant approvals at federal 
agencies were temporarily suspended, time-sensitive bids expired requiring 
dealers to prepare new bid packages.  The Company expects sales of its 
audioconferencing products to increase, particularly its portable 
audioconferencers such as its recently announced ET10 portable 
audioconferencer.  The ET10 is the first full duplex conferencing product 
designed for use in an individual office or cubicle, and the Company began 
shipments during February of 1996.

     The Company's gross profit margin percentage increased from 42% to 47% 
during the nine months ended March 31, 1996, as compared to the same period 
during the prior fiscal year.  Some of the difference stems from a moderate 
sales price increase of the Company's products which took effect on July 1, 
1995.  In addition, the prior year's third quarter gross profit margin was 
lower than normal.  During the three months ended March 31, 1995, the Company 
made several improvements in manufacturing processes.  Included therein were 
extensive revisions and updates made to the standard costs of several products 
and product subassemblies.  These adjustments resulted in a devaluation of the 
total recorded inventory cost by approximately $160,000.  Accordingly, the 
Company reflected the change as additional cost of goods sold during that 
quarter.  The revised product costs, coupled with the price increase, resulted 
in improved margins over the next three quarters ended June 30, September 30, 
and December 31, 1995, when gross profit margins were 46%, 48%, and 47%, 
respectively.  These improvements have resulted in the current fiscal year-to-
date profit margin improvement.  As anticipated, slightly lower profit margins 
of new products introduced during the quarter ended March 31, 1996, along with 
the aforementioned lower sales of other audioconferencing products resulted in 
a 45% gross profit margin experienced during that quarter.  The Company 
believes that margins experienced during the rest of the 1996 calendar year 
will be at approximately this same level or slightly lower as sales of these 
new products become more significant.  However, the Company also anticipates 
higher gross profits resulting from the overall increase in sales.

     For the nine-month period ended March 31, 1996 operating expenses overall 
were down by 3% compared to the same period a year earlier, mainly as a result 
of a 21% decrease in general and administrative costs.  Such expenses were 
lower as a result of cost saving efforts and efficiencies gained by modifying 
the organizational structure, a process which began yielding results during 
the latter half of fiscal 1995.  Offsetting these savings, however, were 
increases in product development costs year-to-date, which were up 26%.  This 
was due primarily to expenses incurred during the current fiscal year's second 
and third quarters associated with new product and product enhancements, and 
also as a result of lower product development costs during the third quarter 
of fiscal 1995.  The reason for the decrease during that period was the 
approximately $75,000 of software development costs that were capitalized.  
Had such costs been expensed, product development expenses would have 
increased by only 13%.  Marketing and selling expenses remained virtually flat 
year-to-date.

     The difference in interest expense incurred during the nine-month period 
ended March 31, 1996 compared to the same period during fiscal 1995 stemmed 
from differences in usage of the Company's line of credit facility.  In 
addition, due to utilizing much of its excess cash beginning in fiscal 1995, 
the Company earned significantly less interest income during the first half of 
fiscal 1996. 

Year Ended June 30, 1995 Compared to Year Ended June 30, 1994.

     The Company experienced a 26% increase in total sales during the year 
ended June 30, 1995 ("fiscal 1995"), compared to the year ended June 30, 1994 
("fiscal 1994").  Sales to the Company's two major markets, the Broadcast and 
Audioconferencing markets, grew significantly during the year.  The increases 
in both markets were primarily due to the Company shipping two new products 
that had been announced during the previous fiscal year.

     Sales to the Broadcast market increased 26% over the previous fiscal 
year.  The principal factor contributing to the growth was sales of the 
Company's new TS612 multiline telephone system.  Created specifically for 
broadcast talk shows and satellite business video conferencing, the product 
has won trade show awards and wide customer acceptance.  The Company plans on 
introducing new TS612 enhancements and accessories during the next fiscal 
year.  Sales of other broadcast products also grew as a result of increased 
marketing and product availability. Some of these increases, however, were 
offset by the absence of any fiscal 1995 sales of its Audisk product line 
which was sold during fiscal 1994.  The Company plans on introducing more 
Broadcast products during the coming fiscal year.

     Audioconferencing market sales grew as a result of product sale increases 
across the board, most notably of the new portable ET100 Audioconferencing 
unit.  The increases resulted from improved product availability and better 
results achieved by the Company's distribution network of sales reps and 
dealers.  Together with increases in GT300, GT700, and TI7200 equipment and 
system sales, the ET100 contributed to fiscal 1995's 40% increase in all 
Audioconferencing sales compared to fiscal 1994.  Although sales of the ET100 
did not meet management's original fiscal 1995 internal forecasts, the Company 
remains optimistic about its future potential and believes it will achieve 
improved sales as a result of continued emphasis and fine tuning.  The Company 
believes total Audioconferencing sales will increase further as a result of 
new product service introductions anticipated during the coming fiscal year.  
Higher product sales, along with steady increases in the Gentner Conference 
Call teleconferencing service, resulted in Audioconferencing sales 
representing a record 40% of all of the Company's fiscal 1995 sales.  This 
compares to 36% of total sales in fiscal 1994, and 21% in fiscal 1993.

     The Company's gross profit margin percentage increased from 42% in fiscal 
1994, to 43% in fiscal 1995.  The slight increase in gross profit was due 
primarily to a different sales mix in effect during the period, as described 
above.  Additionally, during fiscal 1995 the  Company no longer sold Audisk 
products which had earned lower profit margins than most of the Company's 
other Broadcast and Audioconferencing products.

     Fiscal 1995 operating expenses decreased by 7% compared to fiscal 1994.  
However, the prior year's results included a loss on the disposal of the 
Audisk product line totaling $754,424.  In addition, the Company incurred 
approximately $450,000 of certain nonrecurring costs in fiscal 1994's fourth 
quarter which were associated with unique organizational and structural 
changes accomplished at that time.  These costs were virtually all included in 
general and administrative expenses.  Exclusive of these two amounts, total 
operating expenses in fiscal 1995 as compared to fiscal 1994 actually 
increased by 22%.  The increases resulted from the following factors:

     Marketing and sales expenses rose 46% over the prior year. 
     The higher expenses, which include sales commissions, are due
     mainly to the significant sales increases experienced during
     the year and also because of increased activities directed to
     promoting new products, primarily the TS612 and ET100.

     Product development costs decreased 13 % compared to fiscal
     1994.  Contributing to the decrease, however, was the
     capitalization of certain costs related to software
     development.  Had these costs been included in expenses,
     product development costs would have experienced a decline of
     only 5 % during fiscal 1995 over fiscal 1994.  The decrease
     reflects reduced outside development costs, primarily during
     the latter part of fiscal 1995, as opposed to the previous
     year when the Company had devoted significant resources to
     the development of the two aforementioned products.

     During the first half of fiscal 1995, general and
     administrative expenses were higher than during the first
     half of fiscal 1994 as the Company's efforts to restructure
     took effect.  This process, begun during fiscal 1994's third
     and fourth quarters, was intended to allow the Company better
     capacity to manage an increasing focus on customer relations
     and overall business development.  In addition, certain cost
     saving measures were initiated, such as moving out of the
     Company's Salt Lake downtown facility.  During the latter
     half of fiscal 1995, this cost reduction effort began to
     yield results, with the net effect that general and
     administrative expenses, exclusive of the non-recurring items
     mentioned above, decreased 2% during the entire fiscal 1995
     year compared to fiscal 1994.

     Interest income during fiscal 1995 declined 80% when compared to fiscal 
1994 due to reduced cash investment balances maintained by the Company in 
fiscal 1995.  During fiscal 1995, the Company utilized much of its excess cash 
pursuant to the sales growth activities described above.  In connection 
therewith, the Company also tapped into its line of credit significantly more 
during fiscal 1995, also in part to finance higher levels of inventory to 
accommodate the higher sales, resulting in a 157% increase in interest expense 
over the previous year.

     The Company's statutory minimum provision for state income taxes was 
calculated using the rate of 0.8%. The rate was different than that which 
would normally have been applied (34%) to derive a tax benefit from the loss 
incurred, primarily as a result of the accounting limitations imposed by FASB 
Statement No. 109, "Accounting for Income Taxes."  The Company adopted the new 
accounting standard at the beginning of fiscal 1994.  In the Company's case, 
the new rules allow the Company to currently recognize a tax benefit only to 
the extent of the Company's ability to carry back a portion of the loss in 
order to recover taxes paid in previous years.  All recoverable taxes were 
already collected by the Company during fiscal 1995.  The fiscal 1995 taxable 
loss of approximately $700,000 is available to be carried forward to future 
years and recognized as a benefit against future taxable income.  In addition, 
the Company also has approximately $180,000 in research and development tax 
credit carryforwards.  Both carryfoward amounts will fully expire by the year 
2010.

Year Ended June 30, 1994 Compared to Year Ended June 30, 1993.

     Sales for the fiscal year ended June 30, 1994 increased 1% to $8.78 
million from $8.71 million for the year ended June 30, 1993 ("fiscal 1993").  
Although the total sales level did not materially change during the year, the 
Company's overall sales mix shifted dramatically.  Sales to the 
Audioconferencing market increased during fiscal 1994, while Broadcast market 
sales declined.  In addition, sales increased significantly to the 
Professional Audio market, traditionally a minor portion of total Company 
sales in the past.

     Audioconferencing market sales rose during the year as a result of 
several new products introduced just prior to the beginning of fiscal 1994.  
The Company's GT300, GT700, and TI7200 lines of Audioconferencing equipment 
and systems began shipping in May 1993, and in June 1994 the products won an 
award for Special Recognition from the International Teleconferencing 
Association.  Sales of these products were the main reason Audioconferencing 
market sales grew 79% over the prior year's sales.  The Company's service 
department, Gentner Conference Call ("GCC"), also showed steady growth in 
fiscal 1994, though sales were not yet as significant as product sales.  Sales 
to the Audioconferencing market were 36% of all fiscal 1994 sales, compared to 
21% for fiscal 1993.  The Company plans on increasing Audioconferencing sales 
further by shipping new Audioconferencing products during fiscal 1995.  In 
November 1993, the Company unveiled its new ET100, an economical, portable 
Audioconferencing unit.  This new product does not require the use of a 
separate, dedicated phone line, and the Company began shipments during the 
fall of 1994.  The Company believes that the Audioconferencing market offers 
the highest potential for increased overall sales.

     In years prior to fiscal 1994, sales to the Professional Audio market 
usually comprised approximately 9% of total Company sales.  During fiscal 
1994, however, this number increased to 17% as a result of a 94% increase in 
Professional Audio sales.  Most of the increase was attributable to sales of 
the Company's new Assistive Listening System ("ALS") products.  Introduced 
during the late spring of 1993, the products are designed to help 
organizations comply with the Americans with Disabilities Act, specifically as 
it relates to the hearing impaired.  The Company expects that improved product 
designs, new product offerings, and significant new focus in sales and 
marketing efforts will contribute to ALS sales increases during fiscal 1995.

     During fiscal 1994, the Company reviewed its position in the Broadcast 
market with respect to its Audisk product line.  Management concluded that the 
Company could better utilize its core technological competencies in areas 
other than computer network-type systems such as Audisk.  Accordingly, the 
Company sold the product line to the Audisk system's hardware component 
manufacturer, who desired to continue selling the systems and support existing 
customers.  As a result of this decision, Audisk sales were eventually reduced 
to zero, beginning in the second quarter of the fiscal year, from total sales 
in fiscal 1993 of $1,750,575.  The sale of the Audisk product line is the 
primary reason why sales to the Broadcast market declined 34% during fiscal 
1994 compared to the previous year.  The Audisk product line was acquired in 
1992 at a cost to the Company of $229,000.

     Sales to the Broadcast market in the future are expected to be 
strengthened by the introduction of a recently announced new telephone 
interface product, the TS612 telephone system.  Created specifically for 
broadcast talk shows and satellite business video conferencing, the TS612 won 
two awards for excellence at the March National Association of Broadcasters 
trade show in Las Vegas.  The Company began shipments in the fall of 1994.

     The Company's gross profit margin percentage increased from 38% in fiscal 
1993 to 42% in fiscal 1994.  The increase in gross profit was due to a shift 
in sales mix during fiscal 1994, primarily away from the lower margin Audisk 
products.  Offsetting the Audisk sales decline was the increase in sales to 
the Audioconferencing market of the new Audioconferencing products that carry 
higher profit margins.

     As a result of the aforementioned sale of the Audisk product line, the 
Company wrote off certain capitalized costs formerly included in accounts 
receivable, inventory, and other assets.  Furthermore, the Company incurred 
certain expenses associated with terminating the employment agreement of the 
individual from whom the Audisk product was originally acquired.  The 
aggregate amount of these costs totaled $754,424, shown as a separate line 
item on the accompanying 1994 Statement of Operations.

     Operating expenses, not including those associated with the Audisk 
disposal, increased during fiscal 1994 in the aggregate by 35% when compared 
to fiscal 1993.  The increases comprised a number of factors as follows:

     Product development costs increased 40%, stemming from the
     introduction of new products, most notably the ET100
     Audioconferencer and the TS612 telephone system.  These two
     products represent an improvement in the Company's
     traditional product structure.  Rather than in the usual,
     rack-mount metal boxes, significant components are housed in
     molded plastic casings and have been designed utilizing
     newer, surface mount circuit board technology.  Although more
     expensive to design, the Company believes these changes will
     result in improved performance and greater customer
     acceptance of the products.  The latter is particularly
     important with respect to the ET100, as it is targeted to a
     much more end user-oriented segment of the Audioconferencing
     market.

     Operating expenses also rose during fiscal 1994 over fiscal
     1993 as a result of hiring additional administrative
     employees needed to manage increases in domestic and
     international orders and to improve customer service.  In
     addition, the Company incurred higher rent and utility costs
     associated with the Company's downtown Salt Lake City
     facility.  In April 1994, the Company determined it was in
     its best long-term interest to move out of the downtown
     offices and bring all sales and administrative groups
     together at the Research Way location.  This move is expected
     to allow the Company to focus more on customer needs and
     satisfaction, while saving on occupancy costs in the long
     run.

     The Company also incurred some singular costs during the
     fourth quarter associated with certain organizational and
     structural changes.  Including the office move referred to
     above, these changes were made to improve the Company's
     ability to accommodate future growth and improve its
     operational efficiency.  In addition, the Company incurred
     certain costs associated with the separation of the Company's
     former President, Chief Financial Officer and Chief Operating
     Officer, William V. Trowbridge.  The total of all these
     significant reorganization, moving, and severance expenses
     totaled approximately $450,000.
 
    The Company incurred additional product development and marketing expenses 
during the first part of fiscal 1995, primarily associated with the ET100 and 
the TS612.

     During the year ended June 30, 1994, interest income declined 27% when 
compared to the prior fiscal year due to lower interest rates on lower 
investment balances.  Interest expense decreased 10% from a combination of two 
factors.  First, the Company increased its long-term capital leases and notes 
since the previous year.  These arrangements were entered into principally to 
finance the Company's conference call service department.  Second, the 
increased interest expense incurred by these obligations was more than offset 
by a decrease in interest expense on the short-term line of credit, which the 
Company did not utilize as much during fiscal 1994.

     The Company's effective income tax rate (i.e., a benefit of 12%) used to 
calculate the tax benefit derived from fiscal 1994's operating loss, was 
different than the expected federal statutory income tax rate of 34%, again 
primarily as a result of the accounting limitations imposed by FASB Statement 
No. 109.


Financial Condition and Liquidity

     The Company's current ratio increased from 1.8:1 to 2.3:1 during the nine 
months since June 30, 1995.  The factor contributing most to the change was an 
adjustment of short-term debt which occurred during fiscal 1996's first 
quarter.  The Company obtained permanent long-term financing for several items 
of furniture and equipment acquired over the previous two years, and applied 
the proceeds towards the short-term line of credit.  This enabled the Company 
during the second quarter of fiscal 1996 to significantly reduce the amounts 
owing to vendors, thus reducing the accounts payable balance by 18% by 
December 31, 1995.  Accounts payable balances were then reduced by another 21% 
during this last third quarter in part by using funds collected from 
customers, thereby reducing the balance in accounts receivable.  Inventory has 
increased 8% during the nine-month period as a result of the Company 
continuing its efforts of providing adequate finished product availability to 
satisfy current and expected customer demand.  Yet the Company also expects to 
continue benefiting from ongoing inventory management programs started during 
fiscal 1995.  Such efforts, intended to improve raw material purchasing 
efficiencies and reduced inventory size overall, began yielding results during 
the second quarter of fiscal 1996, and served to reduce raw materials 21% 
during the three months ended March 31, 1996.  Unfortunately, the sales 
decline during the same period resulted in finished goods inventory levels 
rising during the quarter by 35%, a rate faster than anticipated.  As a 
result, the Company adjusted purchasing and manufacturing schedules in an 
effort to temporarily reduce the production of finished goods until sales 
decreased the stock on hand.  The 16% decline in work in progress inventory 
reflects these efforts.

     During the first quarter of fiscal 1996, the Company renewed its line of 
credit arrangement with a commercial bank.  The terms of the arrangement 
remained the same as before, with $1.75 million available at 1% over prime, 
maturing on October 31, 1996.  There was $1.13 million payable at March 31, 
1996.

     The Company is continuing to maximize its efforts to maintain stable cash 
flows during an overall period of sales growth and ongoing product 
development.  By reducing its short-term debt, the Company has been able to 
increase available cash reserves.  The Company believes that its cash flows 
will also improve if the Company can achieve its projected level of 
profitability following last fiscal year's period of operational expansion and 
intense product promotion.  Already the Company has seen the positive 
operational cash flow results from this course of action.  As sales continue 
to increase and profits are achieved, the Company anticipates that it can 
achieve its business plan through a combination of internally generated funds, 
and short-term and/or long-term borrowing, if necessary.

     As described in the footnotes to the financial statements, the Company 
has certain commitments relating to capital expenditures.  These commitments 
are in the form of obligations classified as long-term debt and capital 
leases, both related to the financing of furniture and equipment.  Together, 
the current obligations on these commitments were $240,251 in fiscal 1995 and 
will be $265,664 in fiscal 1996.

     To the extent any statement presented herein deals with information that 
is not historical, such statement is necessarily forward-looking.  As such, 
it is subject to the occurrence of many events outside of the Company's 
control or to the various risk factors included elsewhere in this 
prospectus that could cause the Company's results to differ materially from 
those anticipated.  


 - ITEM 18:  DESCRIPTION OF PROPERTY

     All of the Company's operations, including its executive offices, 
Audioconferencing call service, product sales, research and development, and 
manufacturing, are conducted in a 20,000 square foot facility located south of 
Salt Lake City (the "Research Way facility").  The Research Way facility 
currently is a modern building leased by the Company.  The base annual rent 
for this facility currently is approximately $11,000.  The facility is in good 
condition and the Company believes the facility will be reasonably adequate to 
meet its immediate needs.  The Company has negotiated with the landlord of the 
Research Way facility to build an expansion to the existing building.  
Construction on the new addition began May 23, 1996, and the Company expects 
to occupy the new space by the end of the calendar year.  Monthly rent on the 
entire 40,000 sq. ft. space at that time will be approximately $20,500.  The 
new facilities will allow the Company to grow steadily through the next 10 
years, because the landlord has granted certain expansion options to the 
Company with respect to adjacent building space.


 - ITEM 19:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Gentner Research Ltd. ("GRL"), is a related limited partnership, formed 
in August 1985, in which the Company is the general partner and Russell 
Gentner, Edward Dallin Bagley and, among other unrelated parties, and certain 
members of their families, are the limited partners.  In 1987 and 1988, GRL 
sold to the Company proprietary interests in the VRC-1000 (now VRC-2000), 
VRC-1000 Modem (now VRC-2000), and Digital Hybrid in exchange for royalty 
payments.  Royalty expense with GRL for the years ending June 30, 1995 and 
1994 was $17,900 and $21,300 respectively.  The following directors and/or 
executive officers and members of their immediate families have purchased the 
following interests in GRL:

     Russell D. Gentner (Pres/CEO/Director) . . . . . . . . . . .  5.21%
     Edward Dallin Bagley (Director). . . . . . . . . . . . . . . 10.42%
     Edward N. Bagley (Director). . . . . . . . . . . . . . . . .  5.21%
     Hyrum S. Gentner (father of Russell Gentner) . . . . . . . .  5.21%
     Robert O. Baldwin (father of Brad Baldwin) . . . . . . . . . 10.42%

     The Company also formed a second related limited partnership, Gentner 
Research II, Ltd. ("GR2L"), also in which it acts as general partner.  New 
products are nearing completion, and once shipments begin, the Company intends 
to enter into royalty agreements similar to those entered into with GRL.  GR2L 
received approximately $150,000 in investment capital.  The following 
directors and/or executive officers and members of their immediate families 
have  purchased the following interests in GR2L:

     William H. Gillman (Vice President). . . . . . . . . . . . .  6.39%
     Brad R. Baldwin (Director) . . . . . . . . . . . . . . . . .  3.19%
     Robert O. Baldwin (father of Brad Baldwin) . . . . . . . . .  9.58%
     Hyrum S. Gentner (father of Russell Gentner) . . . . . . . .  3.19%
     Edward D. Bagley (Director). . . . . . . . . . . . . . . . .  6.39%
     Edward N. Bagley (father of Edward D. Bagley)  . . . . . . .  6.39%

     On June 30, 1995, the Company issued 117,000 shares of the Company's 
common stock to four related parties in a private stock issuance.  Two of the 
investors were directors, Edward D. Bagley and Brad R. Baldwin, the third was 
the son of Edward D. Bagley, and the fourth was a family trust of another 
director, Edward N. Bagley.  The shares were sold at $0.625 per share, for a 
total offering of $73,125.  The price represented the fair market value for 
such restricted stock.  The funds were used to partially pay down the 
outstanding balance of a line of credit.


 - ITEM 20:  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

     The Company's common stock is traded in the over-the-counter market on 
the NASDAQ System under the symbol "GTNR."  Warrants are traded under the 
symbol "GTNRW."  The following table sets forth quotations for the common 
stock for the last two fiscal years.

          Fiscal 1996                      High                 Low
          -----------                      ----                -----
          First Quarter                   $1.94                $0.78
          Second Quarter                   1.63                 0.88
          Third Quarter                    1.31                 0.94

          Fiscal 1995                      
          --------------                   
          First Quarter                   $0.84                $0.59
          Second Quarter                   0.81                 0.56
          Third Quarter                    1.22                 0.72
          Fourth Quarter                   1.03                 0.69

          Fiscal 1994
          --------------
          First Quarter                   $2.06                $1.56
          Second Quarter                   2.06                 1.31
          Third Quarter                    1.68                 0.94
          Fourth Quarter                   1.06                 0.75

The above inter-dealer quotations were obtained from the National Association 
of Securities Dealers (NASD), do not reflect markups, markdowns, or 
commissions, and may not represent actual transactions.

     The Company does not pay a cash dividend and does not anticipate doing so 
in the foreseeable future.  Currently, the Company's line of credit 
arrangement prohibits the payment of dividends.

     As of March 31, 1996 there were approximately 3,500 holders of common 
stock of the Company.


 - ITEM 21:  EXECUTIVE COMPENSATION

Summary Compensation 

     The following table sets forth the compensation of the Chief Executive 
Officer of the Company and the other most highly compensated executive 
officers of the Company for each of the Company's last three fiscal years 
ended June 30, 1995, whose total salary and bonus for the year exceeded 
$100,000 for services rendered in all capacities to the Company during such 
fiscal years.

                           SUMMARY COMPENSATION TABLE


                              Annual Compensation
                                                              Other 
                                                              Annual
                         Fiscal                               Compen-
Name and Position         Year         Salary       Bonus     sation   
- ---------------------    ------        ------       -----     -------
Russell D. Gentner       1994-95      $150,000     $15,000     none
Chairman,                1993-94      $150,000     $15,000     none
CEO, President           1992-93      $150,000     $35,000     none

William H. Gillman       1994-95      $100,000       none      none
Vice-President           1993-94      $ 12,827       none      none
of Operations            1992-93          -            -         -  


                             Long Term Compensation
                                                              Other 
                       Restricted                             Annual
                         Stock        Options       LTIP      Compen-
Name and Position        Awards        /SARS       Payouts    sation*
- ---------------------  ----------     -------      -------    -------
Russell D. Gentner       1994-95        none        none       $890
Chairman,                1993-94        none        none       $890
CEO, President           1992-93      $100,000      none       $890

William H. Gillman       1994-95        none        none       $538
Vice-President           1993-94        none        none       none
of Operations            1992-93         -            -          -  

*These amounts reflect the Company's contributions to the deferred 
compensation plan (401(k) plan).


Stock Options/SARS

     The following table sets forth the stock option and SAR grants to the 
named executive officers in the last fiscal year:

              OPTION/SAR GRANTS IN FISCAL YEAR ENDED JUNE 30, 1995
                              (INDIVIDUAL GRANTS)

                                      Percent
                                      of total
                                    options/SARs    Exercise   
                     Options/SARs   granted to       or base   Expir-
                       Granted      employees in      price    ation
Name and Position      (Number)     fiscal year     ($/share)   Date
- -------------------  ------------   -----------     ---------  ------
Russell D. Gentner       -0-             --            --        --
Chairman,
CEO, President

William H. Gillman       -0-             --            --        --
Vice-President
of Operations


Aggregated Stock Option/SAR Exercises 

     The following table sets forth the aggregated stock options and SARs 
exercised by the named executive officers in the last fiscal year and the 
year-end value of unexercised options and SARs:


        AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR ENDED JUNE 30, 1995
                     AND FISCAL YEAR-END OPTION/SAR VALUES

                                               Number of    
                       Shares                 unexercised     Value of
                     acquired on             options/SARs    unexercised
                     exercise #     Value    at FY-end (#)  in-the-money
                    exercisable/  realized    exercisable   options/SARs
Name and Position  unexercisable     ($)     unexercisable   at FY-end
- ------------------ -------------  ---------  -------------   ----------
Russell D. Gentner      -0-          --      90,000/40,000    $11,250/
Chairman,                                                      $5,000
CEO, President

William H. Gillman      -0-          --      17,500/7,500     $ 2,187/
Vice-President                                                   $938
of Operations


 - ITEM 22:  FINANCIAL STATEMENTS

Index to Financial Statements 

      Annual Financial Statements
      ---------------------------

         Report of Independent Auditors

         Balance Sheets for June 30, 1995 and 1994.

         Statements of Operations for fiscal years ended June 30, 1995,
         1994, and 1993.

         Statements of Cash Flows for fiscal years ended June 30, 1995,
         1994, and 1993.

         Statements of Shareholders' Equity for fiscal years ended June
         30, 1995, 1994, and 1993.


         Notes to Financial Statements


      Interim Financial Statements
      ----------------------------

         Balance Sheets for March 31, 1996 (unaudited) and June 30, 1995.

         Statements of Operations for the nine months ended March 31,
         1996 and 1995 (unaudited).

         Condensed Statements of Cash Flows for the nine months ended March
         31, 1996 and 1995 (unaudited).

         Notes to Financial Statements




ANNUAL FINANCIAL STATEMENTS
- ---------------------------

                           [Ernst & Young letterhead]


                         Report of Independent Auditors


The Board of Directors and Shareholders
GENTNER COMMUNICATIONS CORPORATION

We have audited the accompanying balance sheets of Gentner Communications 
Corporation as of June 30, 1995 and 1994, and the related statements of 
operations, shareholders' equity, and cash flows for each of  the three years 
in the period ended June 30, 1995.  These financial statements are the 
responsibility of the Company's management.  Our responsibility is to express 
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free of 
material misstatement.  An audit includes examining, on a test basis, evidence 
supporting the amounts and disclosures in the financial statements.  An audit 
also includes assessing the accounting principles used and significant 
estimates made by management, as well as evaluating the overall financial 
statement presentation.  We believe that our audits provide a reasonable basis 
for our opinion.

In our opinion, the financial statements referred to above present fairly, in 
all material respects, the financial position of Gentner Communications 
Corporation at June 30, 1995 and 1994, and the results of its operations and 
its cash flows for each of the three years in the period ended June 30, 1995, 
in conformity with generally accepted accounting principles.

                                                           ERNST & YOUNG LLP
                                                           /s/

Salt Lake City, Utah
August 4, 1995





                      GENTNER COMMUNICATIONS CORPORATION 
                                BALANCE SHEETS

                                                        June 30,   
                                                ------------------------
                                                    1995         1994 
                                                ----------    ----------
                   ASSETS

Current assets:
   Cash and cash equivalents. . . . . . . . .   $  119,238    $  433,824
   Accounts receivable, less allowances 
      of $130,000 in 1995 and $320,000 
      in 1994 . . . . . . . . . . . . . . . .    1,644,376     1,337,118
   Refundable income taxes. . . . . . . . . .         -          245,343
   Inventory. . . . . . . . . . . . . . . . .    3,324,866     2,443,444
   Other current assets . . . . . . . . . . .      140,088        99,372
                                                ----------    ----------
        Total current assets  . . . . . . . .    5,228,568     4,559,101
  
Property and equipment, net . . . . . . . . .    1,829,161     1,498,641
Other assets, net . . . . . . . . . . . . . .      140,731       139,479
                                                ----------    ----------
        Total assets. . . . . . . . . . . . .   $7,198,460    $6,197,221
                                                ==========    ==========
 

     LIABILITIES AND SHAREHOLDERS' EQUITY 
 
Current liabilities: 
   Notes payable. . . . . . . . . . . . . . .   $1,508,687    $     -
   Accounts payable . . . . . . . . . . . . .      943,723     1,288,007
   Accrued expenses . . . . . . . . . . . . .      297,426       574,361
   Current portion of long-term debt. . . . .       93,506        39,343
   Current portion of capital lease 
    obligations . . . . . . . . . . . . . . .      128,486       155,434
                                                ----------    ----------
        Total current liabilities . . . . . .    2,971,828     2,057,145
 
Long-term debt. . . . . . . . . . . . . . . .      229,372        81,385
Capital lease obligations . . . . . . . . . .      283,799       302,292
                                                ----------    ----------
        Total liabilities . . . . . . . . . .    3,484,999     2,440,822
       
Commitments

Shareholders' equity: 
   Common stock, 50,000,000 shares 
      authorized, par value $.001, 
      7,455,375 and 7,338,375 shares 
      issued and outstanding at 
      June 30, 1995 and 1994. . . . . . . . .        7,455         7,338
   Additional paid-in capital . . . . . . . .    4,244,641     4,171,633
   Accumulated deficit. . . . . . . . . . . .     (538,635)     (422,572)
                                                ----------    ----------
        Total shareholders' equity. . . . . .    3,713,461     3,756,399
                                                ----------    ----------
        Total liabilities and
         shareholders' equity . . . . . . . .   $7,198,460    $6,197,221
                                                ==========    ==========

                             See accompanying notes




                      GENTNER COMMUNICATIONS CORPORATION 
                           STATEMENTS OF OPERATIONS

                                                 Years ended June 30,        
                                        -------------------------------------
                                            1995         1994         1993
                                        -----------  -----------  -----------
Net sales . . . . . . . . . . . . . . . $11,106,078  $ 8,779,522  $ 8,711,827
Cost of goods sold. . . . . . . . . . .   6,346,348    5,074,926    5,394,508
                                        -----------  -----------  -----------
   Gross profit . . . . . . . . . . . .   4,759,730    3,704,596    3,317,319

Operating expenses:
   Marketing and selling. . . . . . . .   2,355,900    1,618,887    1,582,624
   General and administrative . . . . .   1,539,291    1,766,082      945,220
   Product development. . . . . . . . .     802,062      920,079      656,957
   Loss on disposal of Audisk
    product line. . . . . . . . . . . .        -         754,424         -
                                        -----------  -----------  -----------
      Total operating expenses. . . . .   4,697,253    5,059,472    3,184,801
                                        -----------  -----------  -----------
      Operating income (loss) . . . . .      62,477   (1,354,876)     132,518

Other income (expense):
   Interest income. . . . . . . . . . .      11,479       56,577       77,867
   Interest expense . . . . . . . . . .    (183,790)     (71,497)     (79,143)
   Other, net . . . . . . . . . . . . .      (5,329)     (54,190)    (107,835)
                                        -----------  -----------   ----------
      Total other income
       (expense). . . . . . . . . . . .    (177,640)     (69,110)    (109,111)
                                        -----------  -----------   ----------
Income (loss) before taxes. . . . . . .    (115,163)  (1,423,986)      23,407

Provision (benefit) for
 income taxes . . . . . . . . . . . . .         900     (165,000)         661
                                        -----------  -----------  -----------
      Net income (loss) . . . . . . . . $  (116,063) $(1,258,986) $    22,746
                                        ===========  ===========  ===========


Earnings (loss) per
 common share . . . . . . . . . . . . . $     (0.02) $     (0.17) $      -
                                        ===========  ===========  ===========

                             See accompanying notes




                      GENTNER COMMUNICATIONS CORPORATION
                           STATEMENTS OF CASH FLOWS

                                                 Years ended June 30,        
                                        -------------------------------------
                                            1995         1994         1993
                                        -----------  -----------  -----------

Cash flows from operating activities:
   Cash received from customers . . . . $10,624,914  $ 8,506,138  $ 8,088,101
   Cash paid to suppliers and 
     employees  . . . . . . . . . . . . (11,937,537)  (8,657,630)  (8,396,825)
   Interest received. . . . . . . . . .      10,229       55,952       78,537
   Interest paid. . . . . . . . . . . .    (176,075)     (72,675)     (78,821)
   Income taxes (paid) refunded . . . .     243,643        5,421     (140,097)
                                        -----------  -----------  -----------
      Net cash used in operating
       activities . . . . . . . . . . .  (1,234,826)    (162,794)    (449,105)
                                        -----------  -----------  -----------

Cash flows from investing activities:
   Purchases of investment securities .        -            -         (57,275)
   Conversion of investment fund to
    money market fund - cash equivalent        -            -       1,135,544
   Purchases of property and equipment     (632,397)    (337,308)    (216,052)
   Increase in capitalized software
    development and purchased
    software costs. . . . . . . . . . .     (95,700)        -            -
   Proceeds from the sale of equipment
    and other assets. . . . . . . . . .        -             304        1,000
   Issuance of notes receivable . . . .     (45,320)     (34,115)        -
   Repayment of notes receivable. . . .       6,665       21,384         -
   Decrease (increase) in other assets       75,584      (26,633)     (13,851)
                                        -----------  -----------  -----------
      Net cash provided by (used in)
       investing activities . . . . . .    (691,168)    (376,368)     849,366
                                        -----------  -----------  -----------

Cash flows from financing activities:
   Proceeds from issuance of common
    stock . . . . . . . . . . . . . .        73,125         -            -
   Exercise of warrants and employee
    stock options . . . . . . . . . .          -          19,180         -
   Net (repayment) borrowing under
    line of credit. . . . . . . . . .     1,225,000         -        (350,000)
   Net financing of trade payables
    with short-term notes . . . . . .       283,687         -            -
   Proceeds from issuance of
    long-term debt. . . . . . . . . .       282,500         -         162,606
   Principal payments of capital
    lease obligations . . . . . . . .      (172,554)    (219,948)    (192,951)
   Principal payments of 
    long-term debt. . . . . . . . . .       (80,350)     (86,191)     (40,541)
                                        -----------  -----------  -----------
      Net cash provided by (used in)
       financing activities . . . . .     1,611,408     (286,959)    (420,886)
                                        -----------  -----------  -----------
      Net decrease in cash and
       cash equivalents . . . . . . .      (314,586)    (826,121)     (20,625)

Cash and cash equivalents at the
 the beginning of the year. . . . . .       433,824    1,259,945    1,280,570
                                        -----------  -----------  -----------
Cash and cash equivalents at the
 end of the year. . . . . . . . . . .   $   119,238  $   433,824  $ 1,259,945
                                        ===========  ===========  ===========


Reconciliation of net income (loss)
 to net cash used in operating
 activities:
   Net income (loss). . . . . . . . .   $  (116,063) $(1,258,986) $    22,746
   Adjustments to reconcile net
    income (loss) to net cash
    provided by (used in)
    operating activities:
      Depreciation and amortization
       of property and equipment. . .       427,355      283,266      260,462
      Amortization of other assets. .        23,265       60,505       45,946
      Loss on investments . . . . . .          -            -          15,905
      Loss on disposal of Audisk
       product line . . . . . . . . .          -         754,424         -
      Other . . . . . . . . . . . . .         1,635       24,739       20,361
      Changes in operating assets
       and liabilities, exclusive of
       Audisk-related amounts:
         Accounts receivable  . . . .      (307,258)    (260,617)    (504,843)
         Refundable income taxes. . .       245,343     (157,136)     (88,207)
         Inventory  . . . . . . . . .      (881,422)    (274,432)    (691,149)
         Prepaid expenses . . . . . .        (6,462)      10,736      101,756
         Accounts payable and
          accrued expenses. . . . . .      (621,219)     657,150      373,210
         Deferred income taxes. . . .          -          (2,443)      (5,292)
                                        -----------  -----------  -----------
           Net cash used in operating
            operating activities. . .   $(1,234,826)   $(162,794)   $(449,105)
                                        ===========  ===========  ===========


      SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES

                                                 Years ended June 30,        
                                        -------------------------------------
                                            1995         1994         1993
                                        -----------  -----------  -----------
Property and equipment financed by
 capital leases . . . . . . . . . . .   $   127,113      $62,094     $489,986
                                        ===========  ===========  ===========

                             See accompanying notes




                      GENTNER COMMUNICATIONS CORPORATION
                      STATEMENTS OF SHAREHOLDERS' EQUITY

                                                         Retained
                              Common Stock   Additional  Earnings   Investment
                           -----------------  Paid-In  (Accumulated Valuation
                             Shares   Amount  Capital    Deficit)   Allowance
                           ---------  ------ ----------  --------   ---------
Balances at June 30, 1992  7,313,900  $7,314 $4,152,477  $813,668   $(29,541)

   Market valuation
     adjustment for
     long-term 
     securities. . . . .        -       -          -         -        29,541 
   Net income  . . . . .        -       -          -       22,746       -
                           ---------  ------ ----------  --------   ---------
Balances at June 30, 1993  7,313,900   7,314  4,152,477   836,414       -

   Exercise of warrants
     and employee stock
     options . . . . . .      24,475      24     19,156      -          -
    Net loss . . . . . .        -       -          -   (1,258,986)      -
                           ---------  ------ ----------  --------   ---------
Balances at June 30, 1994  7,338,375   7,338  4,171,633  (422,572)      -

   Issuance of common
     stock (no offering
     costs incurred) . .     117,000     117     73,008      -          -
   Net loss  . . . . . .        -       -          -     (116,063)      -
                           ---------  ------ ----------  --------   ---------
Balances at June 30, 1995  7,455,375  $7,455 $4,244,641 $(538,635)  $   -
                           =========  ====== ==========  ========   =========

                             See accompanying notes




                      GENTNER COMMUNICATIONS CORPORATION
                         NOTES TO FINANCIAL STATEMENTS


1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

     Gentner Communications Corporation (the Company), designs and 
manufactures high-technology electronic equipment for the Broadcast, 
Audioconferencing, and Professional Audio markets.  The Company also provides 
domestic and international conference calling services.  The Company grants 
credit without requiring collateral to substantially all its customers within 
these markets.


Summary of Significant Accounting Policies

Cash Equivalents - The Company considers all highly liquid investments with a 
maturity of three months or less when purchased to be cash equivalents.

Inventory - Inventories are stated at the lower of cost (first-in, first-out) 
or market.

Revenue Recognition - Revenue from product sales is recognized at the time 
product is shipped by the Company to its customers, including distributors,
all of which are unaffiliated, and net of allowances for returns and
uncollectible accounts.

Property and Equipment - Property and equipment are stated at cost. 
Depreciation and amortization are provided over the estimated useful lives of
the respective assets using the straight-line method.

Other Assets - Other assets consist primarily of intangible assets which are
stated at cost less accumulated amortization.  The Company amortizes these
costs on a straight-line basis over three to ten years.

Earnings (Loss) Per Common Share - Earnings (loss) per common share was
calculated using the modified treasury stock method, and was based on weighted
average equivalent shares outstanding of 7,338,697, 7,330,488, and 7,313,900,
for the years ended June 30, 1995, 1994, and 1993.  Stock options and warrants
to purchase common stock have been excluded from the computation of per share
amounts in years when the effect was antidilutive.

Research and Development Costs - Research and development costs are expensed
as incurred.

Software Development Costs - The Company capitalizes a portion of its software
development costs.  Both capitalized software development costs and purchased
software costs are amortized on a straight-line basis over the estimated
useful life of three years or the ratio of current revenue to the total of
current and anticipated future revenue, whichever is greater.  Amortization
generally commences when the related products begin shipping.  The total of
purchased software costs and software development costs capitalized during the
year ended June 30, 1995 was $95,700.  Capitalizable costs in prior periods
were immaterial.  Amortization expense recorded during that same year was
$13,292.  Unamortized costs are stated at the lower of cost or net realizable
value and are included in other assets for 1995 net of accumulated
amortization.

Income Taxes - Effective July 1, 1993, the Company changed its method of
accounting for income taxes from the deferred method to the liability method
required by FASB Statement No. 109, "Accounting for Income Taxes."  As  
permitted under the new rules, prior years' financial statements have not been
restated.  The cumulative effect of adopting Statement 109 was not
significant.

Reclassifications - Certain reclassifications have been made to prior years'
amounts to conform with the current year presentation.


2. SIGNIFICANT CUSTOMER

     The Company sells a substantial portion of its products to a major
distributor in the Broadcast market.  For the fiscal years ended June 30,
1995, 1994, and 1993, sales to this distributor aggregated $1,946,775 (18%),
$1,385,110 (16%), and $2,478,140 (28%), respectively.  At the end of those
years amounts due from this customer were $239,976, $83,014, and $292,713,
respectively.


3. INVENTORY

     Inventory is summarized as follows:

                                                        June 30,
                                                ------------------------
                                                    1995         1994 
                                                ----------    ----------
     Raw materials. . . . . . . . . . . . . .   $  959,478    $  882,388 
     Work in progress . . . . . . . . . . . .    1,380,393       849,949 
     Finished goods . . . . . . . . . . . . .      984,995       711,107 
                                                ----------    ----------
       Total inventory. . . . . . . . . . . .   $3,324,866    $2,443,444
                                                ==========    ==========


4. PROPERTY AND EQUIPMENT

     Major classifications of property and equipment and estimated useful
lives are as follows:

                                                        June 30,
                                                ------------------------
                                                    1995         1994 
                                                ----------    ----------
     Office furniture and equipment -
      5 to 10 years . . . . . . . . . . . . .   $2,175,283    $1,893,890
     Manufacturing and test equipment -
      5 to 10 years . . . . . . . . . . . . .    1,051,043       800,529
     Telephone bridging equipment -
      10 years. . . . . . . . . . . . . . . .      417,434       205,855
     Vehicles - 3 to 5 years. . . . . . . . .       16,753        16,753 
                                                ----------    ----------
                                                 3,660,513     2,917,027 
     Accumulated depreciation and amortization  (1,831,352)   (1,418,386)
                                                ----------    ----------
         Net property and equipment . . . . .   $1,829,161    $1,498,641 
                                                ==========    ==========


5. OTHER ASSETS

     Other assets consist principally of deposits, officer notes receivable,
insurance policy cash values, capitalized software costs, and purchased
technology.  Amortization is computed on a straight-line basis over three to
ten years for those assets with limited useful lives.  Accumulated
amortization was $74,331 and $52,720 at June 30, 1995 and 1994, respectively.


6. LINE OF CREDIT

     The Company maintains a line of credit ($1,225,000 outstanding and
$1,750,000 available at June 30, 1995, none outstanding and $1,500,000
available at June 30, 1994) with a commercial bank, which expires October 31,
1995 and which the Company anticipates renewing beyond that date.  Any
borrowings accrued interest at the rate of 1% over prime (10% as of June 30,
1995).  The terms of the line of credit prohibit the payment of dividends and
require the Company to maintain other defined financial ratios and restrictive
covenants.  No compensating balance arrangements are required.


7. LONG-TERM DEBT

     Long-term debt consists of the following:

                                                        June 30,
                                                ------------------------
                                                    1995         1994 
                                                ----------    ----------
     8.5% note due to a financial institution,
     with monthly payments of $4,008, due
     April 1997, secured by manufacturing and
     test equipment with a book value of 
     $62,157. . . . . . . . . . . . . . . . .    $  81,395     $ 120,728

     1.5% over prime note due to a financial
     institution, with monthly payments of
     $5,846, due July 1999, secured by 
     manufacturing and test equipment with a
     book value of $225,543 . . . . . . . . .      241,483          -     
                                                ----------    ----------
                                                   322,878       120,728
     Less current portion . . . . . . . . . .      (93,506)      (39,343)
                                                ----------    ----------
         Total long-term debt . . . . . . . .    $ 229,372     $  81,385
                                                ==========    ==========

     Annual principal installments of long-term debt are $93,506, $94,470,
$60,999, $66,556, and $7,347 for the years ending June 30, 1996, 1997, 1998,
1999, and 2000, respectively.


8. LEASES

     The Company has entered into capital leases with finance companies to
finance the purchase of certain furniture and equipment.  Property and
equipment under capital leases are as follows:

                                                        June 30,
                                                ------------------------
                                                    1995         1994 
                                                ----------    ----------
     Office furniture and equipment . . . . .    $ 353,217     $ 353,746
     Manufacturing equipment. . . . . . . . .       92,582        92,582
     Telephone bridging equipment . . . . . .      320,050       192,937
                                                ----------    ----------
                                                   765,849       639,265
     Accumulated amortization . . . . . . . .     (279,155)     (163,281)
                                                ----------    ----------  
          Net property and equipment under
           capital leases . . . . . . . . . .    $ 486,694     $ 475,984
                                                ==========    ==========

     Future minimum lease payments under capital leases and noncancelable
operating leases with initial terms of one year or more are as follows:

                                                  Capital      Operating
                                                ----------    ----------
     For years ending June 30:
       1996 . . . . . . . . . . . . . . . . .    $ 172,158     $ 283,642
       1997 . . . . . . . . . . . . . . . . .      160,828       273,688
       1998 . . . . . . . . . . . . . . . . .      117,263       241,202
       1999 . . . . . . . . . . . . . . . . .       34,932        33,304
       2000 . . . . . . . . . . . . . . . . .        7,885         7,799
       Thereafter . . . . . . . . . . . . . .         -             -
                                                ----------    ----------
          Total minimum lease payments. . . .      493,066     $ 839,635
                                                              ==========
     Less use taxes . . . . . . . . . . . . .      (29,004)
                                                ----------
          Net minimum lease payments. . . . .      464,062
     Less amount representing interest. . . .      (51,777)
                                                ----------
          Present value of net minimum lease
           payments . . . . . . . . . . . . .      412,285
     Less current portion . . . . . . . . . .     (128,486)
                                                ----------
          Capital lease obligations . . . . .      283,799
                                                ==========

     Certain operating leases contain escalation clauses based on the
consumer price index.  Rental expense, which was composed of minimum rentals
under operating lease obligations, was $146,755, $223,139, and $192,012, for
the years ended June 30, 1995, 1994, and 1993, respectively.  The Company's
operating lease on its facility, which expires August 31, 1998, provides for a
renewal option extending the terms an additional two years.  Rates charged
would be at prevailing market rates at the time of renewal.


9. ROYALTY AGREEMENTS

     The Company is the general partner of two limited partnerships, Gentner
Research Ltd. ("GRL"), and Gentner Research II, Ltd. ("GR2L"), both related
parties.  GRL sold the proprietary interest in a remote control product line
to the Company in exchange for royalty agreements in 1987 and 1988.  Royalty
expense under the agreements with GRL for the years ended June 30, 1995, 1994,
and 1993, was $17,900, $21,300, and $31,200, respectively.  Once new product
is developed, the Company plans on entering into similar arrangements with
GR2L, which is now in the development stage.  At June 30, 1995, GR2L owed the
Company $27,970 in start-up and other incidental expenses.


10. INCOME TAXES

     Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes. 
Significant components of the Company's deferred tax liabilities and assets
are as follows:

                                                        June 30,
                                                ------------------------
                                                    1995         1994 
                                                ----------    ----------
     Deferred tax liabilities:
       Tax over book depreciation . . . . . .    $ 126,000     $ 164,000
       Unamortized software costs . . . . . .       32,000          -
                                                ----------    ----------
         Total deferred tax liabilities . . .      158,000       164,000
                                                ----------    ----------
     Deferred tax assets:
       Accounts receivable and other reserves       34,000        98,000
       Capital loss carryforward. . . . . . .         -           19,000
       UNICAP inventory costs . . . . . . . .         -           12,000
       Inventory reserves . . . . . . . . . .       41,000        78,000
       Product warranty accruals. . . . . . .        4,000         4,000
       Net operating loss carryforwards . . .      413,000       136,000
       Tax credit carryforwards . . . . . . .      186,000       240,000
                                                ----------    ----------
         Total deferred tax assets. . . . . .      678,000       587,000
       Valuation allowance for deferred tax
        assets. . . . . . . . . . . . . . . .     (520,000)     (423,000)
                                                ----------    ----------
         Net deferred tax assets. . . . . . .      158,000       164,000
                                                ----------    ----------
         Net deferred taxes . . . . . . . . .    $    -        $    -
                                                ==========    ========== 

     Significant components of the provision (benefit) for income taxes for
the fiscal years ended June 30 are as follows:

                                             Liability Method      Deferred
                                           -------------------      Method
                                            1995        1994         1993
                                           ------    ---------     -------
     Current:
       Federal. . . . . . . . . . . . . .  $   -     $(140,000)    $ 3,754
       State. . . . . . . . . . . . . . .     900      (25,000)      2,199
                                           ------    ---------     -------
         Total current. . . . . . . . . .     900     (165,000)      5,953
                                           ------    ---------     -------
     Deferred:
       Federal. . . . . . . . . . . . . .      -          -         (3,013)
       State. . . . . . . . . . . . . . .      -          -         (2,279)
                                           ------    ---------     -------
         Total deferred . . . . . . . . .      -          -         (5,292)
                                           ------    ---------     -------
                                           $  900    $(165,000)    $   661
                                           ======    =========     =======

     The components of the benefit for deferred income taxes for the year
ended June 30, 1993 are as follows:

     Depreciation expense deducted for tax
      returns in periods different than for
      financial reporting. . . . . . . . . . . . . . . . . . .     $ 2,739 
     Reserves deducted for tax returns in periods
      different than for financial reporting . . . . . . . . .      (7,588)
     Inventory costs deducted for tax returns in
      periods different than for financial reporting . . . . .        (959)
     Tax credits utilized. . . . . . . . . . . . . . . . . . .          -    
     Other, net. . . . . . . . . . . . . . . . . . . . . . . .         516 
                                                                   -------
       Benefit for deferred income taxes . . . . . . . . . . .     $(5,292)
                                                                   =======

     The reconciliation of income tax computed at the U.S. federal statutory
tax rate to income tax expense (benefit) for the years ended June 30 is:

                                             Liability Method      Deferred
                                           -------------------      Method
                                            1995        1994         1993
                                           ------      ------      --------
     Tax at federal statutory rate. . . .  (34.0)%     (34.0)%       34.0%
     Increase (reduction) in computed
      tax rate resulting from:                     
        State income tax, net of federal
         effect . . . . . . . . . . . . .   (3.5)       (3.5)         (.4)  
        Valuation allowance . . . . . . .   20.0        28.5           - 
        Nondeductible expenses applicable
         to R & D tax credit  . . . . . .   12.1          .8           - 
        Statutory tax disallowance of
         entertainment expenses . . . . .    3.4          .1          9.6
        Nondeductible life
         insurance premiums . . . . . . .     .8          .1          7.0
        Write-off of certain intangible
         assets . . . . . . . . . . . . .     -           -         (41.6)
        Nondeductible intangible asset
         amortization and other . . . . .    2.0          .2         25.0
        R & D tax credit. . . . . . . . .     -           -         (15.0)
        Income taxed at other than the
         statutory rate . . . . . . . . .     -         (3.8)       (15.8) 
                                           ------      ------      --------
                                             0.8%      (11.6)%        2.8% 
                                           ======      ======      ========   

     At June 30, 1995, for income tax purposes the Company had net operating
loss and research and development tax credit carryforwards of approximately
$1,120,000 and $180,000, respectively, that expire in 2010.


11. STOCK OPTIONS

     The Company's 1990 Incentive Plan has available 700,000 shares of common
stock for issuance to employees and directors, including the grant of stock
options.  Changes in the number of stock options under the Plan are as
follows:
                                                            Price Range
                                               Shares        Per Share
                                              -------     --------------
     Year ended June 30,
      1995:
        Granted . . . . . . . . . . . . .      25,000         $0.81
        Exercised . . . . . . . . . . . .        -              -   
        Expired and canceled. . . . . . .     (11,000)    $0.81 to $0.88
        Outstanding . . . . . . . . . . .     490,000     $0.69 to $1.81
        Exercisable . . . . . . . . . . .     396,500     $0.69 to $1.81

      1994:
        Granted . . . . . . . . . . . . .      60,000         $1.81
        Exercised . . . . . . . . . . . .     (23,500)    $0.69 to $1.00
        Expired and canceled. . . . . . .    (153,000)    $0.69 to $1.81
        Outstanding . . . . . . . . . . .     476,000     $0.69 to $1.81
        Exercisable . . . . . . . . . . .     332,000     $0.69 to $1.81

      1993:
        Granted . . . . . . . . . . . . .     320,000         $0.69
        Exercised . . . . . . . . . . . .        -              -   
        Expired and canceled. . . . . . .     (48,000)    $0.69 to $1.25
        Outstanding . . . . . . . . . . .     592,500     $0.69 to $1.25
        Exercisable . . . . . . . . . . .     252,000     $0.69 to $1.25

     On June 30, 1993, the Company registered with the Securities and
Exchange Commission all shares of common stock previously issued or issuable
under the Plan.


12. RESTRICTED STOCK OFFERING

     On June 30, 1995, the Company issued 117,000 shares of common stock to
certain members of the Company's Board of Directors and a family member of one
Director.  The shares were sold at $0.625 per share, with proceeds from the
sale aggregating $73,125.  The price reflected the fair market value of the
shares, which are restricted in terms of their resale under Rule 144 of the
Securities Act of 1933.  The funds were used to pay down the Company's line of
credit.


13. WARRANTS

     During 1991, the Company filed a registration statement with the
Securities and Exchange Commission in connection with a secondary public
offering of 1,437,500 units.  Each unit consisted of three shares of common
stock and two redeemable common stock purchase warrants.  As of June 30, 1995,
there were 2,874,025 warrants outstanding.  No warrants were exercised during
fiscal 1995, and 975 were exercised during fiscal 1994.

     Each warrant entitles the registered holder to purchase one share of the
Company's common stock at an exercise price of $1.50 until September 22, 1996. 
The warrants are redeemable by the Company on 30 days prior written notice at
a redemption price of $.05 per warrant if the NASDAQ closing bid price of the
common stock equals or exceeds $2.50 per share for any 30 consecutive trading
days ending within 15 days of the redemption notice.

     The Company also granted the underwriter an option to purchase a total
of 125,000 units at $3.60 per unit, each unit consisting of three shares of
common stock and warrants to purchase shares of common stock.  The option
expires September 22, 1996.  On exercise of all or a portion of the option,
these particular warrants would carry an exercise price of $3.60 per share of
common stock, would not be redeemable, and would expire on September 22, 1996.


14. INTERNATIONAL SALES

     The Company operates substantially in one business segment and product
area - electronic audio processing and conferencing communications equipment -
which is sold in the Broadcast, Audioconferencing, and Professional Audio
markets.  These products are all marketed, distributed from, designed, and
manufactured at the Company's facilities in Salt Lake City.

     The Company ships products to unaffiliated distributors in worldwide
markets.  In fiscal 1995, 1994 and 1993, respectively, such international
sales were $1,420,000, $1,189,000, and $1,697,000, and accounted for 13%, 14%,
and 19% of total sales.  During those years the Company shipped the following
amounts, respectively, to the following areas:  Canada - $341,900, $272,800,
and $390,630; Asia - $579,800, $355,390, and $466,000; Europe - $197,900,
$227,720, and $501,890; Latin America - $78,800, $115,500, and $196,150; Other
areas - $221,600, $217,590, and $142,330.


15. RETIREMENT SAVINGS AND PROFIT SHARING PLAN

     The Company has a 401(k) retirement savings and profit sharing plan in
which it makes discretionary matching contributions, as authorized by the
Board of Directors.  All full-time employees who are at least 21 years of age
and have a minimum of six months of service with the company at the plan date
are eligible to participate in the plan.  Matching contributions, if made, are
based upon amounts participating employees contribute to the plan.  The
Company's retirement plan contributions for the 1995, 1994, and 1993 fiscal
years totaled $10,375, $10,851, and $10,018, respectively.


16. AUDISK PRODUCT LINE

     In 1992, the Company acquired all products, product rights, and related
technology of MacroMedia, Inc. ("MacroMedia") of Northfield, Minnesota.  These
assets were collectively represented by a product line known as Audisk, a
digital audio storage system used in AM and FM radio systems.  The transaction
also included the execution of a four-year employment agreement with the
president of MacroMedia, which provided for 2% royalty payments based on
certain Audisk sales.

     During fiscal 1994, the Company sold its Audisk product line and, as a
result, wrote off certain capitalized amounts included in accounts
receivable, inventory, and other assets.  Furthermore, the Company incurred
certain expenses associated with terminating the aforementioned employment
agreement.  Accordingly, the Company wrote off $754,424, representing the
aggregate amount of these costs.






INTERIM FINANCIAL STATEMENTS
- ----------------------------

                      GENTNER COMMUNICATIONS CORPORATION 
                                BALANCE SHEETS

                                                (Unaudited)
                                                 March 31,      June 30,
                                                    1996          1995
                                                 ---------     ---------
                     ASSETS
Current assets:
  Cash and cash equivalents. . . . . . . . . . $   196,590  $    119,238
  Accounts receivable. . . . . . . . . . . . .   1,316,678     1,644,376
  Inventory. . . . . . . . . . . . . . . . . .   3,596,578     3,324,866
  Other current assets . . . . . . . . . . . .     192,763       140,088
                                                 ---------     ---------
    Total current assets . . . . . . . . . . .   5,302,609     5,228,568

Property and equipment, net. . . . . . . . . .   1,577,123     1,829,161
Other assets, net. . . . . . . . . . . . . . .     129,486       140,731
                                                 ---------     ---------
    Total assets . . . . . . . . . . . . . . . $ 7,009,218  $  7,198,460
                                                 =========     =========

      LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Notes payable. . . . . . . . . . . . . . . . $ 1,125,382  $  1,508,687
  Accounts payable . . . . . . . . . . . . . .     614,266       943,723
  Accrued expenses . . . . . . . . . . . . . .     223,247       297,426
  Current portion of long-term debt. . . . . .     167,829        93,506
  Current portion of capital lease obligations     136,129       128,486
                                                 ---------     ---------
    Total current liabilities. . . . . . . . .   2,266,853     2,971,828

Long-term debt . . . . . . . . . . . . . . . .     459,231       229,372
Capital lease obligations. . . . . . . . . . .     198,104       283,799
                                                 ---------     ---------
    Total liabilities. . . . . . . . . . . . .   2,924,188     3,484,999

Shareholders' equity:
  Common stock, 50,000,000 shares authorized, par
   value $.001, 7,662,375 and 7,455,375 shares
   issued and outstanding at March 31, 1996
   and June 30, 1995 . . . . . . . . . . . . .       7,662         7,455
  Additional paid-in capital . . . . . . . . .   4,386,747     4,244,641
  Accumulated deficit. . . . . . . . . . . . .    (309,379)     (538,635)
                                                 ---------     ---------
    Total shareholders' equity . . . . . . . .   4,085,030     3,713,461
                                                 ---------     ---------
    Total liabilities and shareholders' equity $ 7,009,218  $  7,198,460
                                                 =========     =========




                      GENTNER COMMUNICATIONS CORPORATION
                           STATEMENTS OF OPERATIONS

                                                       (Unaudited)
                                                    Nine Months Ended
                                                        March 31,
                                                 -----------------------
                                                    1996          1995
                                                 ---------     ---------
Net sales  . . . . . . . . . . . . . . . . . . $ 8,228,662  $  7,985,150
Cost of goods sold . . . . . . . . . . . . . .   4,388,948     4,651,902
                                                 ---------     ---------
    Gross profit . . . . . . . . . . . . . . .   3,839,714     3,333,248

Operating expenses:
  Marketing and selling. . . . . . . . . . . .   1,706,118     1,707,853
  General and administrative . . . . . . . . .   1,026,936     1,291,859
  Product development  . . . . . . . . . . . .     718,819       570,856
                                                 ---------     ---------
    Total operating expenses . . . . . . . . .   3,451,873     3,570,568
                                                 ---------     ---------
    Operating income (loss)  . . . . . . . . .     387,841      (237,320)

Other income (expense):
  Interest income. . . . . . . . . . . . . . .       1,987        11,495
  Interest expense . . . . . . . . . . . . . .    (135,882)     (116,861)
  Other, net . . . . . . . . . . . . . . . . .     (24,690)        2,509
                                                 ---------     ---------
    Total other income (expense) . . . . . . .    (158,585)     (102,857)
                                                 ---------     ---------
Income (loss) before income taxes. . . . . . .     229,256      (340,177)

Provision (benefit) for income taxes . . . . .        -             -
                                                 ---------     ---------
    Net income (loss). . . . . . . . . . . . . $   229,256  $   (340,177)
                                                 =========     =========


Net earnings (loss) per common share . . . . . $      0.03  $      (0.05)
                                                 =========     =========




                      GENTNER COMMUNICATIONS CORPORATION
                      CONDENSED STATEMENTS OF CASH FLOWS

                                                      (Unaudited)
                                                   Nine Months Ended
                                                       March 31,
                                               -------------------------
                                                  1996           1995
                                               ----------     ----------
Cash flows from operating activities:
  Cash received from customers . . . . . . . $  8,518,852  $   7,547,888
  Cash paid to suppliers and employees . . .   (8,150,951)    (9,523,333)
  Interest received. . . . . . . . . . . . .        3,862         10,370
  Interest paid. . . . . . . . . . . . . . .     (144,178)      (111,873)
  Income taxes refunded (paid) . . . . . . .      (25,900)       243,743
                                               ----------     ----------
    Net cash provided by (used in) operating
     activities. . . . . . . . . . . . . . .      201,685     (1,833,205)
                                               ----------     ----------
Cash flows from investing activities:
  Purchases of property and equipment. . . .     (109,925)      (592,584)
  Increase in capitalized software development
   and purchased software costs. . . . . . .         -           (95,700)
  Decrease (increase) in other assets. . . .       25,944        (17,697)
                                               ----------     ----------
    Net cash used in investing activities. .      (83,981)      (705,981)
                                               ----------     ----------
Cash flows from financing activities:
  Proceeds from employee stock option exercises   142,313         -
  Net borrowings (repayments) under line of
   credit. . . . . . . . . . . . . . . . . .      (99,618)     1,450,000
  Issuance of short-term notes to vendors. .         -           602,902
  Principal payments of short-term notes to
   vendor. . . . . . . . . . . . . . . . . .     (283,687)          -
  Proceeds from issuance of long-term debt .      400,000        282,500
  Principal payments of capital lease
   obligations . . . . . . . . . . . . . . .     (103,542)      (130,049)
  Principal payments of long-term debt . . .      (95,818)       (59,149)
                                               ----------     ----------
    Net cash provided by (used in) financing
     activities. . . . . . . . . . . . . . .      (40,352)     2,146,204
                                               ----------     ----------
Net increase (decrease) in cash. . . . . . .       77,352       (392,982)
Cash at the beginning of the year. . . . . .      119,238        433,824
                                               ----------     ----------
Cash at the end of the period. . . . . . . . $    196,590  $      40,842
                                               ==========     ==========


Supplemental disclosure of cash flow information:
  Property and equipment financed by capital
   leases. . . . . . . . . . . . . . . . . . $     25,490  $     127,113
                                               ==========     ==========




                      GENTNER COMMUNICATIONS CORPORATION
                         NOTES TO FINANCIAL STATEMENTS
                                March 31, 1996
                                  (Unaudited)

1. Basis of Presentation

     The accompanying unaudited financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions for interim financial 
statements contained in Regulation S-B.  Accordingly, certain information and 
footnote disclosures normally included in complete financial statements have 
been condensed or omitted.  These financial statements should be read in 
conjunction with the annual financial statements and footnotes thereto 
included elsewhere in this prospectus.

     In the opinion of management, all adjustments (consisting of normal 
recurring adjustments) considered necessary for a fair presentation have 
been included.  The results of operations for interim periods are not 
necessarily indicative of the results of operations to be expected for the 
full year.


2. Earnings (Loss) Per Common Share

     Earnings (loss) per common share was calculated using the modified 
treasury stock method.  The weighted average number of common shares 
outstanding for the nine months ended March 31, 1996 and 1995 was 7,632,139 
and 7,338,375, respectively.  Stock options and warrants to purchase common 
stock have been excluded from the presented per share amounts for both periods 
inasmuch as the effects were antidilutive.


3. Inventory

     Inventory is summarized as follows:
                                                (Unaudited)
                                                 March 31,    June 30,
                                                   1996         1995
                                                 ---------    ---------
      Raw materials. . . . . . . . . . . . . . $   987,496 $    959,478
      Work in progress . . . . . . . . . . . .     971,578    1,380,393
      Finished goods . . . . . . . . . . . . .   1,637,504      984,995
                                                 ---------    ---------
        Total inventory. . . . . . . . . . . . $ 3,596,578 $  3,324,866
                                                 =========    =========




 - ITEM 23:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
             AND FINANCIAL DISCLOSURES 

     None





 
               PART II - INFORMATION NOT REQUIRED IN PROSPECTUS


 - ITEM 24:  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 16-10a-841 of the Utah Revised Business Corporation Act ("URBCA") 
provides, in general, that a corporation may eliminate or limit, with certain 
exceptions, the liability of the directors to the corporation or its 
shareholders for money damages.  

     Sections 16-10a-902 of the URBCA provides, in general, that a corporation 
may indemnify a director who is a party to a proceeding if the director's 
conduct was in good faith and not opposed to the corporation's best interests.

     Section 16-10a-904 of the URBCA provides, in general, that a corporation 
may advance expenses to a director who is made a party to a proceeding if the 
corporation concludes based on facts then known to it that the director 
qualifies for indemnification under Section 16-10a-902.  Section 16-10a-903 
provides, in general, that a corporation must indemnify a director for his 
expenses if the director has been successful, on the merits or otherwise, in 
the defense of any proceedings.

     Section 16-10a-907 of the URBCA provides, in general, that officers who 
are directors shall have no less indemnification protection than is provided 
to directors and that non-director officers may have even broader 
indemnification so long as it is consistent with law. 

     Section 16-10a-908 of the URBCA provides, in general, that a corporation 
may purchase and maintain insurance on behalf of directors and officers, among 
others, against liabilities imposed on them by reason of actions in their 
official capacity or arising from service performed on behalf of the 
corporation.

     Article Thirteenth of the Company's Articles of Incorporation, as 
amended, gives a director or officer the right to be indemnified by the 
Company to the fullest extent permitted under Utah law.

     Article Fourteenth of the Company's Articles of Incorporation, as 
amended, provides that a director of the Company shall not be personally 
liable to the Company or its shareholders for money damages for breach of 
fiduciary duty as a director, except for (a) any breach of the director's duty 
of loyalty to the Company or its shareholders, (b) acts or omissions which are 
not in good faith or which involve intentional misconduct or a knowing 
violation of law, (c) authorizing the unlawful payment of a dividend or other 
distribution on the Company's capital stock or the unlawful purchase of its 
capital stock, and (d) any transaction from which the director derived an 
improper personal benefit.


 - ITEM 25:  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     The original expenses of this offering, all of which have been paid by 
the Company in connection with the issuance and distribution of the securities 
being registered, were approximately as follows:

     SEC Registration Fee . . . . . . . . . . . . . $  2,800
     NASD Filing Fee  . . . . . . . . . . . . . . .    1,600
     Printing and Engraving Expenses  . . . . . . .   70,000
     Accounting Fees and Expenses . . . . . . . . .   60,000
     Legal Fees and Expenses  . . . . . . . . . . .   90,000
     Blue Sky Fees and Expenses . . . . . . . . . .   35,000
     Transfer Agent's Fees and Expenses . . . . . .    5,000
     Miscellaneous Expenses . . . . . . . . . . . .   36,000
                                                    --------
            Total . . . . . . . . . . . . . . . . . $300,400
                                                    ========

     Pursuant to the amendment of this prospectus, the Company anticipates 
additional expenses of approximately $50,000 in legal, accounting, and Blue 
Sky fees in connection with the filing of the registration statement, exercise 
of the warrants, and the related issuance of shares of common stock.


 - ITEM 26:  RECENT SALES OF UNREGISTERED SECURITIES

     On June 30, 1995, the Company issued 117,000 shares of common stock to 
certain members of the Company's Board of Directors and a family member of one 
Director.  The shares were sold at $0.625 per share, with proceeds from the 
sale aggregating $73,125.  The price reflected the fair market value of the 
shares.  The shares were sold pursuant to the exemption contained in Section 
4(2) of the Securities Act and are restricted in terms of their resale under 
Rule 144 of the Securities Act of 1933.


 - ITEM 27:  INDEX TO EXHIBITS 

     The following exhibits are hereby incorporated by reference to the 
Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1989. 
The exhibit numbers shown are those in the 1989 Form 10-K as originally filed.

EXHIBIT
NUMBER                      DESCRIPTION
- -------                     -----------

3.1     Articles of Incorporation and all amendments thereto through
        March 1, 1988.

10.4    VRC-1000 Purchase Agreement between Gentner Engineering Company,
        Inc. (a former subsidiary of the Company which was merged into
        the Company) and Gentner Research Ltd., dated January 1, 1987.

10.6    Commercial Lease between the Company and Dell S. Nichols, dated
        January 15, 1988.

10.8    Form of Split-Dollar Insurance Agreement.

     The following exhibit is hereby incorporated by reference to the 
Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1990.
The exhibit number shown is the one in the 1990 Form 10-K as originally filed.

EXHIBIT 
NUMBER                      DESCRIPTION
- -------                     -----------

10.1    Dealer Agreement between the Company and Allied Broadcast
        Equipment, dated January 19, 1990.

     The following exhibits are hereby incorporated by reference to the 
Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1991. 
 The exhibit number shown is the one in the 1990 Form 10-K as originally 
filed.



EXHIBIT
NUMBER                      DESCRIPTION
- -------                     -----------

3.1     Amendment to Articles of Incorporation, dated July 1, 1991.

10.1    Internal Modem Purchase Agreement between Gentner Engineering
        Company, Inc. and Gentner Research, Ltd., dated October 12,
        1987.

10.2    Digital Hybrid Purchase Agreement between Gentner Engineering,
        Inc. and Gentner Research, Ltd., dated September 8, 1988.

     The following exhibits are incorporated by reference to the Company's 
Form 10-KSB for the fiscal year ended June 30, 1992.  The exhibit numbers 
shown are those in the 1992 From 10-KSB as originally filed.

EXHIBIT
NUMBER                      DESCRIPTION
- -------                     -----------
10.1       Revolving Credit Agreement with West One Bank, dated December
           5, 1991.

10.2       Asset Purchase Agreement with MacroMedia, Inc., dated March
           16, 1992.

     The following exhibits are incorporated by reference to the Company's 
Form 10-KSB for the fiscal year ended June 30, 1993.  The exhibit numbers 
shown are those in the 1993 From 10-KSB as originally filed.

EXHIBIT
NUMBER                      DESCRIPTION
- -------                     -----------
3         Bylaws, as amended on August 24, 1993.

10.1      1990 Incentive Plan, as amended on June 30, 1993.

10.2      Employment Agreement with Russell D. Gentner, dated December
          20, 1992.

     The following exhibits are incorporated by reference to the Company's 
Form 10-KSB for the fiscal year ended June 30, 1994.  The exhibit numbers 
shown are those in the 1994 From 10-KSB as originally filed.

EXHIBIT
NUMBER                      DESCRIPTION
- -------                     -----------
10.1      Business Loan Agreement, as amended, and Promissory Note with
          West One Bank, dated October 29, 1993.

     The following exhibits are incorporated by reference to the Company's 
Form 10-KSB for the fiscal year ended June 30, 1995.  The exhibit numbers 
shown are those in the 1995 10-KSB as originally filed:



EXHIBIT
NUMBER                      DESCRIPTION
- -------                     -----------
11        Statement re computation of per share earnings

23        Consent of Ernst & Young LLP, Independent Auditors


 - ITEM 28:  UNDERTAKINGS 

       NONE



                                   SIGNATURES

    In accordance with the requirements of the Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the 
requirements of filing on Form SB-2 and authorized this registration statement 
to be signed on its behalf by the undersigned, in Salt Lake City, State of 
Utah, on June 27, 1996.
 

                                            GENTNER COMMUNICATIONS CORPORATION


                                            By:  /s/ Russell D. Gentner
                                                --------------------------
                                                Russell D. Gentner
                                                Chief Executive Officer


     In accordance with the requirements of the Act, this registration 
statement was signed by the following persons in the capacities and on the 
dates stated.

       Signature                      Title                     Date
- ---------------------------  -----------------------      -----------------

 /s/ Russell D. Gentner      Director, Chairman of          June 27, 1996
- ---------------------------  the Board of Directors,
Russell D. Gentner           Chief Executive Officer


 /s/ David L. Harmon                                        June 27, 1996
- ---------------------------  Chief Financial Officer
David L. Harmon             (Principal Accounting Officer)


 /s/ Brad R. Baldwin
- ---------------------------  Director                       June 27, 1996
Brad R. Baldwin   


 /s/ Edward Dallin Bagley
- ---------------------------  Director                       June 27, 1996
Edward Dallin Bagley   


 /s/ Edward N. Bagley
- ---------------------------  Director                       June 27, 1996
Edward N. Bagley


 /s/ Dwight H. Egan     
- ---------------------------  Director                       June 27, 1996
Dwight H. Egan 


 /s/ K. Bradford Romney 
- ---------------------------  Director                       June 27, 1996
K. Bradford Romney







                      GENTNER COMMUNICATIONS CORPORATION
                    COMPUTATION OF PER SHARE EARNINGS (LOSS)

                                            Years ended June 30,
                                  ---------------------------------------
                                      1995        1994           1993
                                  -----------  ------------  ------------
Primary Earnings (loss):
  Net income (loss) . . . . . . . $ (116,063)  $(1,258,986)  $    22,746
  Assumed interest expense
    reduction on retirement
    of acquirable long-term
    liabilities . . . . . . . . .       -           27,314          -
  Assumed interest income
    increase on purchase of
    investments . . . . . . . . .       -           65,251          -
                                  -----------  ------------  ------------
      Adjusted net income (loss)  $ (116,063)  $(1,166,421)  $    22,746
                                  ===========  ============  ============

Shares:
  Weighted average number of
    common shares outstanding . .  7,338,697     7,330,488     7,313,900
  Assumed exercise of weighted
    average number of options
    and warrants outstanding. . .       -        2,044,750          -
  Assumed repurchase of common
    shares. . . . . . . . . . . .       -         (732,814)         -
                                  -----------  ------------  ------------
      Adjusted weighted average
       number of common
        shares outstanding. . . .  7,338,697     8,642,424     7,313,900
                                  ===========  ============  ============
  Primary Earnings (Loss)
    Per Share . . . . . . . . . . $    (0.02)  $     (0.13)  $      -    
                                  ===========  ============  ============




Fully Diluted:
  Earnings (loss):
  Net income (loss) . . . . . . . $ (116,063)  $(1,258,986)  $    22,746
  Assumed interest expense
    reduction on retirement
    of acquirable long-term
    liabilities . . . . . . . . .       -           47,581        51,183
  Assumed interest income
    increase on purchase of
    investments . . . . . . . . .       -          102,283        63,974
                                  -----------  ------------  ------------
      Adjusted net income (loss)  $ (116,063)  $(1,109,122)  $   137,903
                                  ===========  ============  ============

Shares:
  Weighted average number of
    common shares outstanding . .  7,338,697     7,330,488     7,313,900 
  Assumed exercise of weighted
    average number of options
    and warrants outstanding. . .       -        4,062,403
     3,486,786 
  Assumed repurchase of common
    shares. . . . . . . . . . . .       -       (1,466,652)   (1,462,780)
                                  -----------  ------------  ------------
      Adjusted weighted average
       number of common
       shares outstanding . . . .  7,338,697     9,926,239     9,337,906
                                  ===========  ============  ============

  Fully Diluted Earnings (Loss)
    Per share . . . . . . . . . . $   (0.02)   $     (0.11)  $      0.01
                                  ===========  ============  ============





                        CONSENT OF INDEPENDENT AUDITORS

We consent to the use of our report dated August 4, 1995, in the Registration 
Statement (Form SB-2 Amendment No. 3 to Form S-1 No. 33-42146) and related 
prospectus of Gentner Communications Corporation for the registration of 
3,750,000 shares of common stock and 2,500,000 redeemable common stock 
purchase warrants.

                                                           ERNST & YOUNG LLP
                                                           /s/

Salt Lake City, Utah
June 25, 1996