UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                  FORM 10-KSB


(Mark One)
   [X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934 [Fee Required]

                    For the fiscal year ended June 30, 1996
                                              --------------

   [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES   
        EXCHANGE ACT OF 1934 [No Fee Required]

              For the transition period from          to          
                                            ----------  ----------


                         Commission file number 0-7219
                                               -------


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


              Utah                                       87-0398877
 -------------------------------                    --------------------
 (State or other jurisdiction of                     (I.R.S. Employer
  incorporation or organization)                     Identification No.)

 1825 Research Way, Salt Lake City, Utah                    84119
- ----------------------------------------                 ----------
(Address of principal executive offices)                 (Zip Code)


                   Issuer's telephone number (801) 975-7200
                                             ---------------


        Securities registered under Section 12(b) of the Exchange Act:

                                                 Name of each exchange on
    Title of each class                             which registered
    -------------------                          -------------------------
           None                                            None


        Securities registered under Section 12(g) of the Exchange Act:

                        Common Stock, $0.001 par value
                        -------------------------------
                               (Title of class)


     Check whether the issuer (1) filed all reports required to be filed by 
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such 
shorter period that the registrant was required to file such reports),and (2) 
has been subject to such filing requirements for the past 90 days.
Yes [X]   No [ ]

     Check if there is no disclosure of delinquent filers in response to Item 
405 of Regulation S-B contained in this form, and no disclosure will be 
contained, to the best of registrant's knowledge, in definitive proxy or 
information statements incorporated by reference in Part III of the Form 10-
KSB or any amendment to this Form 10-KSB.  [X]

     The issuer's revenues for its most recent fiscal year ended June 30, 1996 
were $11,469,155

     The aggregate market value of the voting stock held by non-affiliates is 
approximately $5,200,000.  This value was computed by reference to the price 
at which the stock was sold, $0.84, on September 18, 1996 (which date is 
within 60 days of the filing of this Form 10-KSB).

     The number of shares outstanding of the issuer's Common Stock as of 
September 18, 1996 was 7,662,375.









                                    PART I



ITEM 1. 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.  In addition, the 
company produces assistive listening products to the Professional Audio 
market.  The audio segment of the Teleconferencing market is herein referred 
to as the "Audioconferencing market."  Up to 1991, the Company's primary 
business was the sale of studio and transmitter related equipment and 
accessories to broadcast facilities.  Since then, 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 two major 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 1996, sales of products 
to the entire Broadcast market accounted for 49% of the Company's total sales.

     In 1991, using the 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 lines 
primarily comprise high-end audioconferencing systems installed in conference 
rooms, distance learning facilities, and court rooms.  The Company also 
markets a line of economical portable units. 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.  Sales of products and services to the Audioconferencing 
market accounted for 41% of the Company's total sales during fiscal 1996.


Business Strategy

     The Company provides conference calling solutions that help businesses 
facilitate group communication, avoid wasted travel time, solve problems 
through group input, and get faster results.  In addition to growing its 
conference calling service, the Company plans to continue developing and 
manufacturing audioconferencing equipment for business, legal, education, 
broadcast, and other markets.  Sales growth is expected to come through new 
equipment introductions, enhancements, increased international distribution, 
and an increased emphasis on sales and marketing.  To that end, the Company 
has recently hired a Vice President of Sales and Marketing, and has and will 
hire additional sales people who will focus on specific products, services, 
and markets.  The Company also will direct additional resources to new 
marketing campaigns.

     The Company believes that there is a significant growth potential in the 
U.S. Audioconferencing market.  According to statistics published by the 
International Teleconferencing Association, Audioconferencing sales have been 
growing at an annual rate of 21% over the last four years, with sales of both 
audioconferencing equipment and conferencing services at $1.4 billion for 
calendar 1995.  While the past is at best only an indicator of what the future 
might hold, the Company plans to allocate a large portion of its resources to 
develop and market audioconferencing products and services to this market. Due 
to the larger market size and potentially greater competition, the marketing 
of Audioconferencing products and services 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 meet the 
demands of this growing market.


Broadcast Products

     The Company has two major product lines that it sells to the Broadcast 
market: Telephone interface and transmitter site control products.  The 
Company also markets two additional, minor lines of audio processing and audio 
routing and distribution products.  With the exception of transmitter site 
control products, all these products are used in broadcast studios to assist 
in production and/or on-air programming.  Each of the major 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 product 
line, which it began selling in fiscal 1995.  Using the TS612, broadcast talk 
show hosts can screen calls, transfer calls to on-air, conference several 
callers together, or monitor which callers are on hold and which are talking 
to the show's producer.

     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.  The 
components offer users the option of monitoring and making such adjustments 
either via desktop computer, or via touch-tone telephones accompanied with 
digitally synthesized voice capabilities.  In April of 1996, the Company 
introduced the new GSC3000 product series at the National Association of 
Broadcasters Trade Show in Las Vegas.  These new hardware and software 
products, scheduled to begin shipping during the Fall of 1996, are designed to 
augment the Company's existing transmitter site control products by permitting 
station managers to monitor several different sites.

     The Company sells two other types of products to broadcasters.  One 
distributes audio throughout a broadcast or other type of sound studio, and 
the other allows broadcasters to tailor the sound of their stations to suit 
the tastes of specific audiences.


Audioconferencing Products

     The Company's internal research into the needs of the business community, 
coupled with its digital capabilities developed with broadcast products, 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 
audioconferencing systems that digitally process audio signals.

     In 1991, the Company began shipping several competitively priced 
audioconferencing products and systems.  The systems permit users to 
communicate via professional quality external 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.  In addition to uses in business conferencing situations, these audio 
systems and components are used in videoconferencing applications, by 
educational institutions for distance learning, in federal and state 
courtrooms, and by health care organizations in telemedicine applications.  On 
June 30, 1996, the Company expanded its available product line by shipping the 
new GT724, an audio interface specifically designed for videoconferencing.  
The Company feels there are additional opportunities available for sales 
growth by expanding these audioconferencing systems further by integrating 
additional audio components, such as microphones, mixers, and amplifiers.

     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 will 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, 
containing its own built-in microphones and speaker, 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 ET10, which is a smaller and less expensive version of the ET100.  The 
ET10 has the base features of the ET100, 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 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.  While not a significant part of the Company's 
overall sales in the past, the Company anticipates additional growth from this 
segment in the future as a result of implementing a sales force dedicated to 
this line and increasing marketing efforts.


Assistive Listening Products

     In March 1993, the Company began shipping its new Assistive Listening 
System ("ALS") products.  These products provide a specially-processed audio 
signal for the hearing impaired in such facilities as sport stadiums, museums, 
libraries, theme parks, zoos, auditoriums, convention centers, and tour buses. 
 The equipment processes the program's audio for maximum clarity.  Then the 
audio is transmitted over a limited range to small, portable receivers 
provided by the facility to patrons to use while listening to the program.  
Since introducing the ALS line, the Company has seen demand for its ALS 
products steadily increase as a result of additional products, and increased 
emphasis in distribution and marketing.  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 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 and reduce operating costs.  
Furthermore, the Company has noted a recent organizational shift in the 
Broadcast industry, as an increasing number of stations have come under 
consolidated ownership and/or management control.  The Company expects this 
trend to continue over the next two to three years.  Due to its newer 
telephone interface and site control products' features that provide 
centralized monitoring and control of several facilities, the Company believes 
its broadcast products are especially well-suited to provide sales growth 
during this industry trend.

     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 areas around the world (see "Description of Business --
Distribution").  The Company has also specifically appointed a master 
distributor for the European market.  Such Broadcast sales overseas now 
account for 26% 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 sales in both fiscal 1996 and 1995.


Audioconferencing Market

     Sales to the Audioconferencing market represented approximately 41% of 
total Company sales in fiscal 1996.  The Audioconferencing market is a segment 
of the total Teleconferencing market, which also includes the 
Videoconferencing market segment.  Although the Company designs and 
manufactures audio equipment that works in connection with the 
Videoconferencing segment, it 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 
industry sources, the calendar 1995 U.S. market for all audioconferencing 
products and services exceeded $1.4 billion.  Industry sources also reported 
that this market has been growing at an average rate of 21% over the past four 
years, and is expected to grow to $1.6 billion in calendar 1996.  Many of the 
Company's audioconferencing system audio components are also sold in part of 
the Videoconferencing segment of the market, which grew 50% in calendar 1995 
to $2.3 billion. 

     The Company believes that the Audioconferencing market provides its most 
significant sales growth potential for the future, and plans to continue 
providing solutions to businesses and other end users through the sale of 
audioconferencing equipment and services.


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 the audio routing and distribution products, telephone interface
products, and ALS products.


Marketing and Sales

      Broadcast sales efforts by the Company focuses on domestic and 
international sales of broadcast products through a worldwide network of 
dealers.  Such efforts have included a combination of product catalogs, 
telephone telemarketing, direct mail, trade advertising, fax on demand, an 
Internet world wide web page, 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 will also focus more on end 
user interaction efforts.  The Company will also continue to exhibit its 
products at selected high profile industry trade shows to ensure that the 
Company's products remain highly visible to dealers and broadcasters.

     Audioconferencing systems sales efforts are primarily aimed at 
audio/visual equipment dealers and consultants.  These companies in turn 
provide audio solutions to end users in applications such as corporate board 
room audio and video systems, distance learning classroom and facilities, 
telemedicine examination and diagnosing systems, court rooms, etc.  The 
Company has been reaching these end users through a sales representative and 
dealer network that regularly interacts with potential end users in the target 
market.  The Company actively participates alongside this network at 
communication forums, trade shows, and industry promotions.  By augmenting its 
internal sales force and establishing sales offices on the east and west 
coasts of the U.S., the Company intends to reinforce those efforts and 
increase sales.

	In the past, the Company relied on its existing sales force and outside 
representative network to sell its conference calling service and ET line of 
products.  The Company plans to increase sales in both these areas by 
augmenting its sales and marketing activities and adding internal sales 
people.  In September 1996, the Company hired a new Sales Director to oversee 
sales efforts.  In addition, existing marketing resources have been 
specifically focused to support conference calling, customer research has been 
conducted, and new advertising campaigns are being planned for fiscal 1997.


Customer Support

     Customer support, which is generally provided over the telephone, 
provides timely, interactive help to customers needing operational or 
technical assistance with their products.  The Company's 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.  End users 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 is 
also a manufacturer of communications systems and equipment.  This customer 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 this dealer represent a significant portion of 
Company sales, accounting for approximately 11% of the Company's total sales 
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 this 
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 in Canada, Asia, the South Pacific, and Latin America.  It also has 
established a master distributor in Europe.

     Audioconferencing Products.  The Company sells its audioconferencing 
systems and components through independent audio/visual equipment dealers and 
consultants.  The Company also uses a national network of independent sales 
representatives.  With respect to these types of systems, the sales reps focus 
on the Company's lines of products exclusively.  Currently, most of the 
Company's audioconferencing system sales are in the United States.  The 
Company's primary strategy for foreign expansion is to establish sales offices 
and other 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 some dealerships in the same 
geographic locations.

     The Company distributes products to the Professional Audio market via 
this same network of sales reps to independent sound contractors.  These 
products include the Company's Assistive Listening System product line and 
other audio processing and routing equipment.

     Conference Calling Service.  The Company telemarkets customers directly 
with respect to its conference calling service, and has recently expanded its 
activities and the number of employees in this area.  The Company also plans 
to utilize this sales force in distributing certain audioconferencing products 
directly to end users.


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 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's name is well known with respect to its
broadcast products, particularly with its telephone interface equipment.  This
advantage, coupled with the Company's size, will likely enable it to
preserve and increase its 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.  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 used its core acoustic digital 
technology developed for the Broadcast market to produce 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 the 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 $929,132 and $802,062 on research and
development in the fiscal years ended June 30, 1996 and 1995, respectively.

     The Company is continually developing new products and services.  Current 
new research and development efforts are focused on the broadcast telephone 
interface and audioconferencing systems 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 telephone acoustic echo cancellation.  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
P
art 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
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.  In July 1996, the Company installed a new surface-mount assembly 
line.  Most new sophisticated electronic equipment designs now utilize 
surface-mount technology, which incorporates smaller, more powerful electronic 
components and computer chips than used on "through-hole" circuit boards in 
the past.  The Company believes that this new manufacturing capability will 
help to reduce manufacturing costs, and increase production efficiencies and 
capacity.  If sales increase substantially, the Company may 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.  The 
software is covered under a maintenance contract which allows for new version 
upgrades.  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 the
Company 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.


Employees

     As of June 30, 1996, the Company had 88 employees, all of which were
full time employees.  None of the Company's employees are subject to a
collective bargaining agreement.




ITEM 2. PROPERTIES

     All of the Company's operations, including its executive offices, 
conference call service, product sales, research and development, and 
manufacturing, are conducted in a 20,000 square feet facility located south of 
Salt Lake City (the "Research Way facility").  The Research Way facility is a 
modern building leased by the Company.  The base monthly 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 begin occupying the new space by the end of calendar 1996.  Monthly rent on 
the entire 40,000 sq. ft. space at that time will be approximately $20,500. 
Monthly rents are scheduled to increase ratably over the next ten years.  The 
new facilities will allow the Company to grow steadily during this time, as 
the landlord has granted certain expansion options to the Company with respect 
to adjacent building space.




ITEM 3. 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.





                                    PART II




ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER 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.

       1996                        High         Low

       First Quarter              $1.94        $0.78
       Second Quarter              1.63         0.88
       Third Quarter               1.31         0.94
       Fourth Quarter              1.28         0.75


       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

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
prohibits the payment of dividends.

     As of September 1, 1996, there were approximately 2,800 holders of
common stock of the Company.




ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

Results of Operations
- ---------------------

Year Ended June 30, 1996 Compared to Year Ended June 30, 1995.

     Sales for the year ended June 30, 1996 ("fiscal 1996") increased 3% 
compared to the prior fiscal year ended June 30, 1995 ("fiscal 1995").  
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 year ended June 30, 1996 were up 3% over 
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 were introduced during the third quarter.  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 year were offset somewhat by circumstances which occurred during the third 
quarter.  Severe winter weather conditions experienced in the Northeastern 
part of the United States affected several of the Company's broadcast dealers 
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 was then interrupted by the temporary shutdown of 
the Federal Communications Commission.  The Company feels that these 
circumstances resulted in a temporary slowdown, and noted that Broadcast sales 
during the fourth quarter of fiscal 1996 were at approximately the same level 
as during the second quarter.

     Sales to the Broadcast market during the coming fiscal year are 
anticipated to increase primarily as a result of the new GSC3000 product 
series that was unveiled at the April 1996 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 engineers to monitor several different sites 
using desktop computers.  This product line is expected to begin shipping in 
the Fall of 1996.

     Sales to the audio segment of the Teleconferencing market (the 
"Audioconferencing" market) rose by 4% during the 1996 fiscal year as compared 
to the previous fiscal year.  The Company experienced higher sales during the 
first six months of fiscal 1996 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 fiscal 1996 were shipments of the ET100 and 
ET10 portable audioconferencing units.  The Company spent time earlier in the 
year making design modifications and improvements to the ET100, and released 
version 2.0 during the second fiscal quarter.  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.

     In offsetting these sales increases to the Audioconferencing market, the 
federal government shutdown during the third quarter affected the Company's 
sales to this market as well.  A significant number of the Company's 
audioconferencing systems are utilized in distance learning applications 
located at educational 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.  
During the following quarter ended June 30, 1996, sales of those types of 
audioconferencing systems resumed to a level slightly higher than that 
experienced during fiscal 1996's second quarter.  The Company expects overall 
sales of its audioconferencing products and services to increase in the future 
as a result of new products being developed during fiscal 1997, and due to 
increased focus on marketing and sales activities.

     The Company's gross profit margin percentage increased from 43% to 45% 
during the year ended June 30, 1996, as compared to 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.  Included 
therein were extensive revisions and updates made to the standard costs of 
several products and product subassemblies.  Accordingly, the Company 
reflected the change as additional cost of goods sold during that quarter 
ended March 31, 1995.  The revised product costs, coupled with the price 
increase, resulted in improved quarterly margins during the first half of 
fiscal 1996 over fiscal year 1995.  As anticipated however, the Company 
experienced slightly lower profit margins of new products introduced during 
the quarter ended March 31, 1996, which also affected the full quarter ended 
June 30, 1996.  The gross profit margin percentage during the fourth quarter 
was 42%.  The Company believes that margins experienced during fiscal 1997 
will not be significantly less than this, and anticipates higher gross profits 
resulting from the overall increase in sales.

     For the year ended June 30, 1996, operating expenses overall went up 0.7% 
compared to fiscal 1995, mainly as a result of a 9% decrease in general and 
administrative costs.  Such expenses were lower primarily 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, which were up 16%.  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.  Marketing and selling expenses were 
up 2% during the year over fiscal 1995, due mostly to increased activities and 
customer research conducted during the quarter ended June 30, 1996.  The 
Company plans to aggressively pursue marketing and sales efforts throughout 
fiscal 1997, based on the results of that research, and expects expenses in 
this area to increase.

     Total interest expense for fiscal 1996 did not vary significantly from 
that of fiscal 1995, increasing by only 1%.  Changes in the interest expense 
amounts stemmed primarily from differences in usage of the Company's line of 
credit facility.  Interest expense for the last half of fiscal 1996 was 31% 
lower than during the same period for fiscal 1995, mainly as a result of 
short-term debt payoffs using cash generated from operations.  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.

     The Company's statutory minimum provision for state income taxes was 
calculated using the rate of 0.3%.  The rate was different than that which 
would normally have been applied, 34%, primarily as a result of changes to the 
valuation allowance for deferred tax assets.


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

     The Company experienced a 26% increase in total sales during 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 
fiscal 1994.

     Sales to the Broadcast market in fiscal 1995 increased 26% over fiscal 
1994.  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.  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.

     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 
representatives 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.  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, were 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 effective income tax rate (i.e., 0.8%) used to calculate the 
statutory minimum state tax provision on fiscal 1995's operating loss, was 
different than the expected federal statutory income tax rate of 34%, again 
primarily due to changes in the valuation allowance for deferred tax assets, 
and research credits generated.


Financial Condition and Liquidity
- ---------------------------------

     The Company's current ratio increased from 1.8 at the end of fiscal 1995, 
to 2.5 at the end of fiscal 1996.  The factors contributing most to the change 
was an adjustment of short-term debt which occurred during fiscal 1996's first 
quarter, and a reduction of accounts payable throughout the year.  The Company 
obtained permanent long-term financing for several items of furniture and 
equipment acquired during fiscal 1995 and 1994, 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 35% during the 
latter part of fiscal 1996 in part by using funds collected from customers, 
thereby reducing the balance in accounts receivable.  However, most of the 
funds used in the accounts payable reduction came from the 10% inventory 
decrease during the quarter ended June 30, 1996.

     The Company expects to continue benefiting from ongoing inventory 
management programs started during fiscal 1995.  Such efforts, intended to 
improve raw material purchasing efficiencies and reduce inventory size 
overall, began yielding results during the second quarter of fiscal 1996, and 
served to reduce the total of raw materials 22% during the six months ended 
June 30, 1996.  Earlier in fiscal 1996, levels of finished goods were 
increased to provide adequate product availability and satisfy expected 
customer demand.  Unfortunately, the sales decline during the third quarter 
resulted in finished goods inventory levels rising during that 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 25% decline in 
work in progress inventory since December 1995 reflects those efforts.  The 
strategy worked, and finished goods levels dropped 14% during the fourth 
quarter due to the increase in fourth quarter sales.  The combination of all 
these factors occurring during the year led to an overall inventory decrease 
of 3% in fiscal 1996.

     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 $916,041 payable at June 30, 1996. 
The Company anticipates renewing the agreement past the maturity date.

     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 was $265,664 in fiscal 1996 and 
will be $331,178 in fiscal 1997.

     The Company is continuing its efforts to improve 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's cash flow position has also improved as a result of 
achieving a level of profitability following fiscal 1995's period of 
operational expansion and intense product promotion, and as a result of 
implementing successful inventory management programs.  Already the Company 
has seen the positive operational cash flow results from this course of 
action.  This will allow the Company to pursue its plans for fiscal 1997 of 
enhancing marketing and sales activities to achieve sales growth.  As sales 
continue to increase and inventory management processes continue, 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.

     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 document that could 
cause the Company's results to differ materially from those anticipated.




I
TEM 7. FINANCIAL STATEMENTS

                         INDEX TO FINANCIAL STATEMENTS

Report of Independent Auditors

Balance Sheets for June 30, 1996 and 1995.

Statements of Operations for fiscal years ended June 30, 1996, 1995, and 1994.

Statements of Cash Flows for fiscal years ended June 30, 1996, 1995, and 1994.

Statements of Shareholders' Equity for fiscal years ended June 30, 1996, 1995,
and 1994.


Notes to Financial Statements







                         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, 1996 and 1995, and the related statements of 
operations, shareholders' equity, and cash flows for each of the three years 
in the period ended June 30, 1996.  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, 1996 and 1995, and the results of its operations and 
its cash flows for each of the three years in the period ended June 30, 1996, 
in conformity with generally accepted accounting principles.

                                                  ERNST & YOUNG LLP
                                                  /s/

Salt Lake City, Utah
August 7, 1996






                      GENTNER COMMUNICATIONS CORPORATION 
                                BALANCE SHEETS

                                                        June 30,   
                                                ------------------------
                                                    1996         1995 
                                                ----------    ----------
                   ASSETS

Current assets:
   Cash and cash equivalents. . . . . . . . .   $  213,763    $  119,238
   Accounts receivable, less allowances 
      of $94,000 in 1996 and $130,000 
      in 1995 . . . . . . . . . . . . . . . .    1,556,436     1,644,376
   Inventory. . . . . . . . . . . . . . . . .    3,229,765     3,324,866
   Other current assets . . . . . . . . . . .      111,743       140,088
                                                ----------    ----------
        Total current assets  . . . . . . . .    5,111,707     5,228,568
  
Property and equipment, net . . . . . . . . .    1,514,629     1,829,161
Other assets, net . . . . . . . . . . . . . .      153,874       140,731
                                                ----------    ----------
        Total assets. . . . . . . . . . . . .   $6,780,210    $7,198,460
                                                ==========    ==========
 

     LIABILITIES AND SHAREHOLDERS' EQUITY 
 
Current liabilities: 
   Notes payable. . . . . . . . . . . . . . .   $  916,041    $1,508,687
   Accounts payable . . . . . . . . . . . . .      503,168       943,723
   Accrued expenses . . . . . . . . . . . . .      294,729       297,426
   Current portion of long-term debt. . . . .      163,314        93,506
   Current portion of capital lease 
    obligations . . . . . . . . . . . . . . .      138,787       128,486
                                                ----------    ----------
        Total current liabilities . . . . . .    2,016,039     2,971,828
 
Long-term debt. . . . . . . . . . . . . . . .      427,250       229,372
Capital lease obligations . . . . . . . . . .      163,163       283,799
                                                ----------    ----------
        Total liabilities . . . . . . . . . .    2,606,452     3,484,999
       
Commitments

Shareholders' equity: 
   Common stock, 50,000,000 shares 
      authorized, par value $.001, 
      7,662,375 and 7,455,375 shares 
      issued and outstanding at 
      June 30, 1996 and 1995  . . . . . . . .        7,662         7,455
   Additional paid-in capital . . . . . . . .    4,422,747     4,244,641
   Accumulated deficit. . . . . . . . . . . .     (256,651)     (538,635)
                                                ----------    ----------
        Total shareholders' equity. . . . . .    4,173,758     3,713,461
                                                ----------    ----------
        Total liabilities and
         shareholders' equity . . . . . . . .   $6,780,210    $7,198,460
                                                ==========    ==========

                             See accompanying notes




                      GENTNER COMMUNICATIONS CORPORATION 
                           STATEMENTS OF OPERATIONS

                                                 Years ended June 30,        
                                        -------------------------------------
                                            1996         1995         1994
                                        -----------  -----------  -----------
Net sales . . . . . . . . . . . . . . . $11,469,155  $11,106,078  $ 8,779,522
Cost of goods sold. . . . . . . . . . .   6,279,775    6,346,348    5,074,926
                                        -----------  -----------  -----------
   Gross profit . . . . . . . . . . . .   5,189,380    4,759,730    3,704,596

Operating expenses:
   Marketing and selling. . . . . . . .   2,394,415    2,355,900    1,618,887
   General and administrative . . . . .   1,406,786    1,539,291    1,766,082
   Product development. . . . . . . . .     929,132      802,062      920,079
   Loss on disposal of Audisk
    product line. . . . . . . . . . . .        -            -         754,424
                                        -----------  -----------  -----------
      Total operating expenses. . . . .   4,730,333    4,697,253    5,059,472
                                        -----------  -----------  -----------
      Operating income (loss) . . . . .     459,047       62,477   (1,354,876)

Other income (expense):
   Interest income. . . . . . . . . . .       1,988       11,479       56,577
   Interest expense . . . . . . . . . .    (185,676)    (183,790)     (71,497)
   Other, net . . . . . . . . . . . . .       7,525       (5,329)     (54,190)
                                        -----------  -----------   ----------
      Total other income
       (expense). . . . . . . . . . . .    (176,163)    (177,640)     (69,110)
                                        -----------  -----------   ----------
Income (loss) before taxes. . . . . . .     282,884     (115,163)  (1,423,986)

Provision (benefit) for
 income taxes . . . . . . . . . . . . .         900          900     (165,000)
                                        -----------  -----------  -----------
      Net income (loss) . . . . . . . . $   281,984  $  (116,063) $(1,258,986)
                                        ===========  ===========  ===========


Earnings (loss) per
 common share . . . . . . . . . . . . . $      0.04  $     (0.02) $     (0.17)
                                        ===========  ===========  ===========

                             See accompanying notes




                      GENTNER COMMUNICATIONS CORPORATION
                           STATEMENTS OF CASH FLOWS

                                                 Years ended June 30,        
                                        -------------------------------------
                                            1996         1995         1994
                                        -----------  -----------  -----------

Cash flows from operating activities:
   Cash received from customers . . . . $11,569,740  $10,624,914  $ 8,506,138
   Cash paid to suppliers and 
     employees  . . . . . . . . . . . . (10,824,274) (11,937,537)  (8,657,630)
   Interest received. . . . . . . . . .       3,863       10,229       55,952
   Interest paid. . . . . . . . . . . .    (194,148)    (176,075)     (72,675)
   Income taxes (paid) refunded . . . .     (25,900)     243,643        5,421
                                        -----------  -----------  -----------
      Net cash provided by (used in)
       operating activities . . . . . .     529,281   (1,234,826)    (162,794)
                                        -----------  -----------  -----------

Cash flows from investing activities:
   Purchases of property and equipment     (176,743)    (632,397)    (337,308)
   Increase in capitalized software
    development and purchased
    software costs. . . . . . . . . . .        -         (95,700)        -
   Issuance of notes receivable . . . .        -         (45,320)     (34,115)
   Repayment of notes receivable. . . .      60,320        6,665       21,384
   Decrease (increase) in other assets          139       75,584      (26,329)
                                        -----------  -----------  -----------
      Net cash used in investing
       activities . . . . . . . . . . .    (116,284)    (691,168)    (376,368)
                                        -----------  -----------  -----------

Cash flows from financing activities:
   Proceeds from issuance of common
    stock . . . . . . . . . . . . . .          -          73,125         -
   Exercise of warrants and employee
    stock options . . . . . . . . . .       142,313         -          19,180
   Net (repayment) borrowing under
    line of credit. . . . . . . . . .      (308,959)   1,225,000         -
   Net financing of trade payables
    with short-term notes . . . . . .      (283,687)     283,687         -
   Proceeds from issuance of
    long-term debt. . . . . . . . . .       400,000      282,500         -
   Principal payments of capital
    lease obligations . . . . . . . .      (135,825)    (172,554)    (219,948)
   Principal payments of 
    long-term debt. . . . . . . . . .      (132,314)     (80,350)     (86,191)
                                        -----------  -----------  -----------
      Net cash provided by (used in)
       financing activities . . . . .      (318,472)   1,611,408     (286,959)
                                        -----------  -----------  -----------
      Net increase (decrease) in cash
       and cash equivalents . . . . .        94,525     (314,586)    (826,121)

Cash and cash equivalents at the
 the beginning of the year. . . . . .       119,238      433,824    1,259,945
                                        -----------  -----------  -----------
Cash and cash equivalents at the
 end of the year. . . . . . . . . . .   $   213,763  $   119,238  $   433,824
                                        ===========  ===========  ===========


Reconciliation of net income (loss)
 to net cash used in operating
 activities:
   Net income (loss). . . . . . . . .   $   281,984  $  (116,063) $(1,258,986)
   Adjustments to reconcile net
    income (loss) to net cash
    provided by (used in)
    operating activities:
      Depreciation and amortization
       of property and equipment. . .       513,781      427,355      283,266
      Amortization of other assets. .        41,258       23,265       60,505
      Gain on investments . . . . . .       (36,895)        -            -
      Loss on disposal of Audisk
       product line . . . . . . . . .          -            -         754,424
      Other . . . . . . . . . . . . .        21,339        1,635       24,739
      Changes in operating assets
       and liabilities, exclusive of
       Audisk-related amounts:
         Accounts receivable  . . . .        87,940     (307,258)    (260,617)
         Refundable income taxes. . .          -         245,343     (157,136)
         Inventory  . . . . . . . . .        95,101     (881,422)    (274,432)
         Prepaid expenses . . . . . .       (31,975)      (6,462)      10,736
         Accounts payable and
          accrued expenses. . . . . .      (443,252)    (621,219)     657,150
         Deferred income taxes. . . .          -            -          (2,443)
                                        -----------  -----------  -----------
           Net cash provided by (used
            in) operating activities    $   529,281  $(1,234,826) $  (162,794)
                                        ===========  ===========  ===========


      SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES

                                                 Years ended June 30,        
                                        -------------------------------------
                                            1996         1995         1994
                                        -----------  -----------  -----------
Property and equipment financed by
 capital leases . . . . . . . . . . .   $    25,490  $   127,113  $    62,094
                                        ===========  ===========  ===========

                             See accompanying notes




                      GENTNER COMMUNICATIONS CORPORATION
                      STATEMENTS OF SHAREHOLDERS' EQUITY

                                                         Retained    Total
                              Common Stock   Additional  Earnings    Share-
                           -----------------  Paid-In  (Accumulated  holders'
                             Shares   Amount  Capital    Deficit)    Equity
                           ---------  ------ ---------- ---------  ----------
Balances at June 30, 1993  7,313,900  $7,314 $4,152,477 $ 836,414  $4,996,205

   Exercise of warrants
     and employee stock
     options . . . . . .      24,475      24     19,156      -         19,180

    Net loss . . . . . .        -       -          -   (1,258,986) (1,258,986)
                           ---------  ------ ---------- ---------  ----------
Balances at June 30, 1994  7,338,375   7,338  4,171,633  (422,572)  3,756,399

   Issuance of common
     stock (no offering
     costs incurred) . .     117,000     117     73,008      -         73,125

   Net loss  . . . . . .        -       -          -     (116,063)   (116,063)
                           ---------  ------ ---------- ---------  ----------
Balances at June 30, 1995  7,455,375   7,455  4,244,641  (538,635)  3,713,461

   Exercise of employee
    stock options. . . .     207,000     207    142,106      -        142,313

   Tax benefits allocated
    to contributed capital      -       -        36,000      -         36,000

   Net income. . . . . .        -       -          -      281,984     281,984
                           ---------  ------ ---------- ---------  ----------
Balances at June 30, 1996  7,662,375  $7,662 $4,422,747 $(256,651) $4,173,758
                           =========  ====== ========== =========  ==========

                             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.  The Company performs 
an evaluation of these amounts on a periodic basis to determine that the 
recorded costs are not in excess of their net realizable value.

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 7,639,698, 7,338,697, and 7,330,488,
for the years ended June 30, 1996, 1995, and 1994.  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 provides for greater 
amortization.  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 the respective years ended June 30, 1996 and 1995 was $31,900 
and $13,292.  Unamortized costs are stated at the lower of cost or net 
realizable value and are included in other assets net of accumulated 
amortization of $45,192 in 1996 and $13,292 in 1995.

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.

Use of Estimates - The preparation of financial statements in conformity with 
generally accepted accounting principles requires management to make estimates 
and assumptions that affect the reported amounts in the financial statements 
and these accompanying notes.  Actual results could differ from those 
estimates.


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, 
1996, 1995, and 1994, sales to this distributor aggregated $1,223,438 (11%), 
$1,946,775 (18%), and $1,385,110 (16%), respectively.  At the end of those 
years amounts due from this customer were $80,983, $239,976, and $83,014, 
respectively.

3.  FINANCIAL INSTRUMENTS

     The carrying values of cash and cash equivalents, accounts receivable and 
payable, the Company's line of credit, and accrued liabilities all approximate 
fair value due to the short-term maturities of these assets and liabilities.  
The carrying values of virtually all long-term notes payable also approximate 
fair value due to the fact that applicable interest rates fluctuate based on 
market conditions. 


4. INVENTORY

     Inventory is summarized as follows:

                                                        June 30,
                                                ------------------------
                                                    1996         1995 
                                                ----------    ----------
     Raw materials. . . . . . . . . . . . . .   $  962,504    $  959,478 
     Work in progress . . . . . . . . . . . .      866,279     1,380,393 
     Finished goods . . . . . . . . . . . . .    1,400,982       984,995 
                                                ----------    ----------
       Total inventory. . . . . . . . . . . .   $3,229,765    $3,324,866
                                                ==========    ==========


5. PROPERTY AND EQUIPMENT

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

                                                        June 30,
                                                ------------------------
                                                    1996         1995 
                                                ----------    ----------
     Office furniture and equipment -
      5 to 10 years . . . . . . . . . . . . .   $2,169,500    $2,175,283
     Manufacturing and test equipment -
      5 to 10 years . . . . . . . . . . . . .    1,195,637     1,051,043
     Telephone bridging equipment -
      10 years. . . . . . . . . . . . . . . .      443,347       417,434
     Vehicles - 3 to 5 years. . . . . . . . .       22,318        16,753
                                                ----------    ----------
                                                 3,830,802     3,660,513
     Accumulated depreciation and amortization  (2,316,173)   (1,831,352)
                                                ----------    ----------
         Net property and equipment . . . . .   $1,514,629    $1,829,161
                                                ==========    ==========


6. OTHER ASSETS

     Other assets consist principally of deposits, insurance policy cash 
values, capitalized software costs, purchased technology, and deferred taxes. 
 Amortization is computed on a straight-line basis over three to ten years for 
those assets with limited useful lives.  Accumulated amortization was $115,588 
and $74,331 at June 30, 1996 and 1995, respectively.


7. LINE OF CREDIT

     The Company maintains a line of credit ($916,041 and $1,225,000 
outstanding, and $1,750,000 available at June 30, 1996 and 1995) with a 
commercial bank, which expires October 31, 1996 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, 1996).  The weighted average 
interest rate as of June 30, 1996 and 1995, respectively, was 9.8% and 9.6%.  
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.


8. LONG-TERM DEBT

     Long-term debt consists of the following:

                                                        June 30,
                                                ------------------------
                                                    1996         1995 
                                                ----------    ----------
     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 
     $48,288. . . . . . . . . . . . . . . . .    $  38,565     $  81,395

     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 $125,300 . . . . . . . . .      194,917       241,483

     1.5% over prime note due to a financial
     institution, with monthly payments of
     $8,579, due September 2000, secured
     generally by equipment, furniture, and
     other intangible assets. . . . . . . . .      357,082          -
                                                ----------    ----------
                                                   590,564       322,878
     Less current portion . . . . . . . . . .     (163,314)      (93,506)
                                                ----------    ----------
         Total long-term debt . . . . . . . .    $ 427,250     $ 229,372
                                                ==========    ==========

     Annual principal installments of long-term debt are $165,726, $139,522, 
$153,086, $102,701, and $25,418 for the years ending June 30, 1997, 1998, 
1999, 2000, and 2001, respectively.


9. 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 . . . . .    $ 352,877     $ 353,217
     Manufacturing equipment. . . . . . . . .       92,582        92,582
     Telephone bridging equipment . . . . . .      327,520       320,050
     Vehicles . . . . . . . . . . . . . . . .       22,318          -
                                                ----------    ----------
                                                   795,297       765,849
     Accumulated amortization . . . . . . . .     (606,886)     (279,155)
                                                ----------    ----------  
          Net property and equipment under
           capital leases . . . . . . . . . .    $ 188,411     $ 486,694
                                                ==========    ==========

     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:
       1997 . . . . . . . . . . . . . . . . .    $ 165,452   $   218,101
       1998 . . . . . . . . . . . . . . . . .      121,939       248,196
       1999 . . . . . . . . . . . . . . . . .       39,705       258,851
       2000 . . . . . . . . . . . . . . . . .       11,916       267,096
       2001 . . . . . . . . . . . . . . . . .       13,111       279,563
       Thereafter . . . . . . . . . . . . . .         -        1,704,687
                                                ----------  ------------
          Total minimum lease payments. . . .      352,123   $ 2,976,494
                                                            ============
     Less use taxes . . . . . . . . . . . . .      (20,323)
                                                ----------
          Net minimum lease payments. . . . .      331,800
     Less amount representing interest. . . .      (29,850)
                                                ----------
          Present value of net minimum lease
           payments . . . . . . . . . . . . .      301,950
     Less current portion . . . . . . . . . .     (138,787)
                                                ----------
          Capital lease obligations . . . . .    $ 163,163
                                                ==========

     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 $144,877, $146,755, and $223,139, for the 
years ended June 30, 1996, 1995, and 1994, respectively.  The Company's 
operating lease on its facility, which expires in 2007, provides for renewal 
options extending the terms an additional ten years.  Rates charged would be 
at prevailing market rates at the time of renewal.


10. 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, 1996, 1995, 
and 1994, was $29,400, $17,900, and $21,300, respectively.  Once new product 
is developed, and begins shipping, the Company plans on entering into similar 
arrangements with GR2L.  At June 30, 1996 and 1995, respectively, GR2L owed 
the Company $24,379 and $27,970.


11. 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,
                                                ------------------------
                                                    1996         1995 
                                                ----------    ----------
     Deferred tax liabilities:
       Tax over book depreciation . . . . . .    $ 149,000     $ 126,000
       Unamortized software costs . . . . . .       19,000        32,000
                                                ----------    ----------
         Total deferred tax liabilities . . .      168,000       158,000
                                                ----------    ----------
     Deferred tax assets:
       Accounts receivable and other reserves       21,000        34,000
       Capital loss carryforward. . . . . . .        4,000          -
       Inventory reserves . . . . . . . . . .       20,000        41,000
       Product warranty accruals. . . . . . .        4,000         4,000
       Net operating loss carryforwards . . .      388,000       413,000
       Tax credit carryforwards . . . . . . .      245,000       186,000
                                                ----------    ----------
         Total deferred tax assets. . . . . .      682,000       678,000
       Valuation allowance for deferred tax
        assets. . . . . . . . . . . . . . . .     (478,000)     (520,000)
                                                ----------    ----------
         Net deferred tax assets. . . . . . .      204,000       158,000
                                                ----------    ----------
         Net deferred taxes . . . . . . . . .    $  36,000     $    -
                                                ==========    ========== 

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

                                                  Years Ended June 30,
                                           --------------------------------
                                             1996       1995        1994
                                           --------   --------   ----------
     Current:
       Federal. . . . . . . . . . . . . .  $  -       $  -       $(140,000)
       State. . . . . . . . . . . . . . .      900        900      (25,000)
       Tax benefits allocated to
        contributed capital . . . . . . .   36,000       -            -
                                           --------   --------   ----------
         Total current. . . . . . . . . .   36,900        900     (165,000)
                                           --------   --------   ----------
     Deferred:
       Federal. . . . . . . . . . . . . .  (33,000)      -            -
       State. . . . . . . . . . . . . . .   (3,000)      -            -
                                           --------   --------   ----------
         Total deferred . . . . . . . . .  (36,000)      -            -
                                           --------   --------   ----------
                                           $   900    $   900    $(165,000)
                                           ========   ========   ==========

     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:

                                                Years Ended June 30,
                                           ------------------------------
                                            1996        1995        1994
                                           ------      ------      ------
     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 . . . . . . . . . . . . .    3.2        (3.5)       (3.5)
        Valuation allowance . . . . . . .  (14.9)       20.0        28.5
        Nondeductible expenses applicable
         to R & D tax credit  . . . . . .     -         12.1          .8
        Federal income tax credits
         generated. . . . . . . . . . . .  (20.9)         -           -
        Statutory tax disallowance of
         entertainment expenses . . . . .     .8         3.4          .1
        Nondeductible life
         insurance premiums . . . . . . .     .3          .8          .1
        Utilization of capital loss
         carryforward . . . . . . . . . .   (2.1)         -           -
        Nondeductible intangible asset
         amortization and other . . . . .    (.1)        2.0          .2
        Income taxed at other than the
         statutory rate . . . . . . . . .     -           -          (3.8) 
                                           ------      ------      -------
                                             0.3%        0.8%       (11.6)%
                                           ======      ======      =======

     At June 30, 1996, for income tax purposes the Company had net operating
loss and research and development tax credit carryforwards of approximately
$1,034,000 and $234,000, respectively, that expire in 2010.


12. STOCK OPTIONS

     The Company's 1990 Incentive Plan has shares of common stock available to 
employees and directors.  On August 7, 1996, the Board of Directors approved 
an increase in the number of shares available under the Plan from 700,000 to 
1.5 million.  Provisions of the Plan include the granting of stock options.  
Changes in the number of stock options granted under the Plan are as follows:

                                                            Price Range
                                               Shares        Per Share
                                              -------     --------------
     Year ended June 30,
      1996:
        Granted . . . . . . . . . . . . .     140,000         $0.84
        Exercised . . . . . . . . . . . .     207,000         $0.69   
        Expired and canceled. . . . . . .     (23,000)    $0.69 to $0.84
        Outstanding . . . . . . . . . . .     400,000     $0.69 to $1.81
        Exercisable . . . . . . . . . . .     209,500     $0.69 to $1.81

      1995:
        Granted . . . . . . . . . . . . .      25,000         $0.81
        Exercised . . . . . . . . . . . .        -              -
        Expired and canceled. . . . . . .     (11,000)    $0.69 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

     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.


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, 1996, 
there were 2,874,025 warrants outstanding.  No warrants were exercised during 
fiscal 1996 or 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.  On August 7, 1996, the 
Board of Directors extended the expiration date of the warrants to September 
22, 1997.  Previously, the warrants were due to expire 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, 1997.  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, 1997.


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 1996, 1995, and 1994, respectively, such international
sales were $1,454,000, $1,420,000, and $1,189,000, and accounted for 13%, 13%, 
and 14% of total sales.  During those years the Company shipped the following
amounts, respectively, to the following areas:  Canada - $357,900, 341,900, 
and $272,800; Asia - $519,900, $579,800, and $355,390; Europe - $361,000, 
$197,900, and $227,720; Latin America - $31,300, $78,800, and $115,500; Other
areas - $183,900, 221,600, and $217,590.


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 1996, 1995, and 1994 fiscal
years totaled $16,148, $10,375, and $10,851, 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.




I
TEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE


Not applicable.





                             PART III




ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
        COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT


DIRECTORS AND EXECUTIVE OFFICERS

Directors
- ---------

     The following individuals are currently directors of the Company:

      Name            Age           Principal Occupation                Since
- ------------------   ---    -------------------------------------   -------
Russell D. Gentner    41     Chairman of the Board of Directors,
                             Chief Executive Officer, and President      1985

Edward Dallin
Bagley*               58     Attorney                                    1994

Brad R. Baldwin       41     President and Chief Executive Officer
                             of Bank One, Utah                           1988

Edward N. Bagley*     84     Vice President of Smith Barney and
                             Chairman of the Board of Mining Services
                             International                               1993

Dwight H. Egan        43     President and Chief Executive Officer
                             of Broadcast International, Inc.            1994

K. Bradford Romney    40     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 September 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 a director 
of Broadcast International, Inc., a satellite communications and business 
information company located in Salt Lake City, Utah.  He is also currently a 
director of Data Broadcasting Corp., the parent of Broadcast International, 
Inc.  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.  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.


Meetings of the Board of Directors and Committees

     The Board of Directors held seven meetings during the last fiscal year. 
The Executive Committee held no formal meetings during the last fiscal year. 
The Audit Committee held one meeting during the last fiscal year.  The
Compensation Committee held one meeting during the last fiscal year.


Executive Officers
- ------------------

     The executive officers of the Company are as follows:

    NAME                 AGE          POSITION
- ----------              -----    ---------------------------------------------
Russell D.  Gentner      41      Chairman, President and Chief Executive
                                    Officer
Keldon A. Paxman         36      Vice President and Chief Operating Officer
David L. Harmon          39      Vice President and Chief Financial Officer
Frances M. Flood         40      Vice President of Sales and Marketing


     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 operational and 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.

     Frances M. Flood will be the Vice President of Sales and Marketing 
effective October 10, 1996.  Before joining the Company she was an Area 
Director of Sales and Marketing for Ernst & Young, LLP, an international 
accounting and consulting firm.  While there she assisted in the marketing 
efforts of eighty partners and principals across a variety of industries in 
six locations.  Before that she was the founder of an international sales and 
marketing consulting firm focusing on change management, product development, 
training, database marketing, leveraging, technology, and sales culture 
creation.


COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT

     Section 16(a) of the Securities Exchange Act of 1934, as amended, 
requires the Company's directors and executive officers, and persons who own 
more than 10% of a registered class of the Company's equity securities to file 
with the Securities and Exchange Commission initial reports of ownership and 
reports of changes of ownership of equity securities of the Company.  
Officers, directors and greater than 10% shareholders are required to furnish 
the Company with copies of all Section 16(a) forms they file.

     To the Company's knowledge, all section 16(a) requirements applicable to 
the persons as defined above during the preceding fiscal year were complied 
with.




ITEM 10.  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
whose total salary and bonus for the year ended June 30, 1996 exceeded
$100,000, for services rendered in all capacities to the Company during such
fiscal years.

                          SUMMARY COMPENSATION TABLE


                              Annual Compensation
                              -------------------
                                                                Other Annual
Name and Position       Year            Salary        Bonus     Compensation
- -------------------    ------         ---------    --------   -------------

Russell D. Gentner     Fiscal
Chairman, CEO,         95-96           $156,756        None          None
President
                       Fiscal
                       94-95           $150,000        None          None

William H. Gillman     Fiscal
(former V.P. of        95-96           $102,000        None          None
 Operations)
                       Fiscal
                       94-95           $100,000        None          None


                            Long Term Compensation
                            ----------------------

                               Restricted                           All Other
                       Stock     Options      LTIP                   Compen-
Name and Position       Year     Awards      /SARS      Payouts      sation*
- ------------------     ------  ----------  -------    --------   -----------

Russell D. Gentner     Fiscal
Chairman, CEO          95-96      None        None        None        $890
President
                       Fiscal
                       94-95      None        None        None        $890

William H. Gillman     Fiscal
(former V.P. of        95-96      None        None        None        $538
 Operations)
                       Fiscal
                       94-95      None        None        None        None

*  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, 1996
                              (INDIVIDUAL GRANTS)

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

William H. Gillman     10,000             7%             $0.84        6/30/03
(former V.P. 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, 1996
                     AND FISCAL YEAR-END OPTION/SAR VALUES

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

William H. Gillman        0             --       17,500/7,500    $2,187/$938
(former V.P. of
 Operations)




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 June 30, 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 June 30, 1996 whose salary and bonus for the year ended June 30,
1996 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                   726,128(1)                     9.3%
Edward Dallin Bagley                 423,707(2)                     5.5%
Brad R. Baldwin                       91,666(3)                     1.2%
Edward N. Bagley                     274,833(4)                     3.6%
Dwight H. Egan                        17,500(5)                     0.2%
K. Bradford Romney, Jr.               17,500(5)                     0.2%
William H. Gillman                   180,119(6)                     2.3%
Directors and Executive Officers
  as a Group (8 persons)           1,754,453(1)(2)(3)(4)(5)(6)(7)  22.2%
     
(1)     Includes:  595,928 shares owned directly; options to purchase 130,000
shares that are exercisable within 60 days; and 200 shares owned by Mr.
Gentner's wife.  Excludes: options to purchase 100,000 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 17,500
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 12,500 shares that are not exercisable within 60 days.

(3)     Includes:  54,666 shares owned directly; options to purchase 30,000
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 5,000 shares that are not
exercisable within 60 days.

(4)     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
17,500 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 12,500 shares that are not
exercisable within 60 days.

(5)     Includes: options to acquire 17,500 shares that are exercisable within
60 days.  Excludes: options to acquire 12,500 shares that are not exercisable
within 60 days.

(6)     Includes: 162,619 shares owned directly and options to purchase 17,500 
shares that are exercisable within 60 days.  Excludes: options to purchase 
7,500 shares that are not exercisable within 60 days.

(7)     Includes: 1,000 shares owned directly and options to acquire 22,000
shares by two other officers that are exercisable within 60 days.  Excludes:
options to acquire 128,000 shares by those officers that are not exercisable
within 60 days.




ITEM 12. 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, 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, 1996 and
1995 was $29,400 and $17,900 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 has also formed a second related limited partnership, Gentner 
Research II, Ltd. ("GR2L"), also in which it acts as general partner.  New  
products have begun final testing and, once shipments begin, the Company 
intends to enter into royalty agreements similar to those entered into with 
GRL.  GR2L has 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 (former Officer). . . . . . . . . . . . .  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%




ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K


EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-B.
- -----------------------------------------------

     The following exhibits are hereby incorporated by reference from 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 from 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 from the
Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1991. 
The exhibit numbers shown are those in the 1991 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 hereby incorporated by reference from the
Company's Form 10-K for the fiscal year ended June 30, 1992.  The exhibit
numbers shown are those in the 1992 Form 10-K 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 documents are hereby incorporated by reference from the
Company's Form 10-KSB for the fiscal year ended June 30, 1993.  The exhibit
numbers shown are those in the 1993 Form 10-KSB as originally filed.

EXHIBIT
NUMBER      DESCRIPTION

3       Bylaws, as amended on August 24, 1993.


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

EXHIBIT      
NUMBER      DESCRIPTION

10      1990 Incentive Plan, as amended August 7, 1996

23      Consent of Ernst & Young LLP, Independent Auditors

27      Financial Data Schedule


REPORTS ON FORM 8-K
- -------------------

     The Company filed a Form 8-K, dated August 7, 1996, that reported the 
Board of Directors of the Company had extended the exercise date of the
Company's outstanding warrants for one year from September 22, 1996 to
September 22, 1997.





                                  SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the Company
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.


                                         GENTNER COMMUNICATIONS CORPORATION

 
                         
September 30, 1996                       By:  /s/ Russell D. Gentner
                                              -----------------------------
                                              Russell D. Gentner
                                              Chief Executive Officer       
                                 


     In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the Company and in the capacities and on
the dates indicated.


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

     
/s/ Russell D. Gentner        Director, Chairman of the    September 30, 1996
- -------------------------      Board of Directors, and
Russell D. Gentner             Chief Executive Officer
                              (Principal Executive Officer)

/s/  David L. Harmon          Chief Financial Officer      September 30, 1996
- -------------------------     (Principal Financial and
David L. Harmon                Accounting Officer)


                               POWER OF ATTORNEY

     Know all men by these presents, that each person whose signature appears
below constitutes and appoints each of Russell D. Gentner and David L. Harmon,
jointly and severally, his true and lawful attorney in fact and agent, with
full power of substitution for him and in his name, place and stead, in any
and all capacities, to sign any or all amendments to this report on Form
10-KSB and to file the same, with all exhibits thereto and other documents in
connection therewith with the Securities and Exchange Commission, hereby
ratifying and confirming all that each said attorney in fact or his substitute
or substitutes may do or cause to be done by virtue hereof.

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



 /s/ Edward Dallin Bagley
- -----------------------------        Director        September 30, 1996
Edward Dallin Bagley   



 /s/ Brad R. Baldwin
- -----------------------------        Director        September 30, 1996
Brad R. Baldwin   




 /s/ Edward N. Bagley
- -----------------------------        Director        September 30, 1996
Edward N. Bagley



 /s/ K. Bradford Romney  
- -----------------------------        Director        September 30, 1996
K. Bradford Romney



 /s/ Dwight H. Egan     
- -----------------------------        Director        September 30, 1996
Dwight H. Egan 
 



 

 










                  Gentner Communications Corporation
                  -----------------------------------


                         1990 INCENTIVE PLAN
                           AMENDMENT NO. 1

                    Effective Date: July 1, 1990
                   Expiration Date: June 30, 2010


1.   Purpose

     The purpose of the 1990 Incentive Plan of Gentner Communications
Corporation (hereafter the "Company") is to attract and retain persons
of ability as employees of the Company and of its subsidiaries, to
motivate and reward good performance, to encourage such employees to
continue to exert their best efforts on behalf of the Company and its
subsidiaries, and to provide further opportunities for stock ownership
by such employees.  Incentive awards under the Plan may consist of (i)
common stock of the Company, (ii) other shares of stock of the Company
convertible into such common stock, subject to such restrictions as the
Committee (as defined below) may determine or as provided herein, (iii)
performance units or stock appreciation rights payable in such stock or
cash, (iv) non-qualified stock options to purchase such stock, or (v)
any combination of the foregoing, together with supplemental cash
payments, all as the Committee may determine.

2.   Definitions

     When used herein, the following terms shall have the following
meanings:

     "Award" means an award granted to any Key Employee
 in accordance
with the provisions of the Plan in the form of Options, SARS, Restricted
Stock, or Performance Units, or any combination of the foregoing.

     "Award Agreement" means the written agreement evidencing each Award
granted to a Key Employee under the Plan.

     "Beneficiary" means the beneficiary or beneficiaries designated
pursuant to Section 10 to receive the amount, if any, payable under the
Plan upon the death of a Key Employee.

     "Board" means the Board of Directors of the Company.

     "Change in Control" means the happening of any of the following:

          (a)     by the Company of a report on Schedule 13D filed with
     the Securities and Exchange Commission pursuant to Section 13(d) of
     the Securities Exchange Act of 1934 (the "1934 Act") disclosing
     that any person, group, corporation or other entity (other than the
     Company or a wholly-owned subsidiary of the Company) is the
     beneficial owner, directly or indirectly, of 20 percent or more of
     the outstanding stock of the Company;

          (b)     purchase by any person (as defined in Section 13(d) of
     the 1934 Act), corporation, or other entity, other than the Company
     or a wholly-owned subsidiary of the Company, of shares pursuant to
     a tender or exchange offer to acquire any stock of the Company or
     securities convertible into stock) for cash, securities, or any
     other consideration; provided that, after consummation of the
     offer, such person, group, corporation, or other entity is the
     beneficial owner (as defined in Rule 13d-3 under the 1934 Act),
     directly or indirectly, of 20 percent or more of the outstanding
     stock (calculated as provided in paragraph (d) of Rule 13d-3 under
     the 1934 Act in the case of rights to acquire stock);

          (c)     approval by the stockholders of the Company of any (i)
     consolidation or merger of the Company in which the Company is not
     the continuing or surviving corporation or pursuant to which shares
     of stock of the Company would be converted into cash, securities or
     other property, other than a consolidation or merger of the Company
     in which holders of its common stock immediately prior to the
     consolidation or merger have substantially the same proportionate
     ownership of common stock of the surviving corporation immediately
     after the consolidation or merger as immediately before, or (ii)
     sale, lease, exchange or other transfer (in one transaction or a
     series of related transactions) of all or substantially all the
     assets of the Company; or

          (d)     a change in the majority of the members of the Board
     of Directors within a 12-month period unless the election or
     nomination for election by Company's stockholders of each new
     director was approved by the vote of two-thirds of the directors
     then still in office who were in office at the beginning of the
     12-month period.

     "Code" means the Internal Revenue Code of 1986, as now in effect or
as hereafter amended.

     "Committee" means the Committee appointed by the Board pursuant to
Section 11.

     "Company" means Gentner Communications Corporation and its successors
and assigns.

     "Fair Market Value" means, as of any date, the closing price based
upon composite transactions on the national stock exchanges for one
share of Stock on the exchanges (the closing bid price, if listed on
NASDAQ) or, if no sales of Stock have taken place on such date, the
closing price on the most recent date on which selling prices were
quoted; provided, however, that at the time of grant of any Award other
than an incentive stock option, the Committee, in its sole discretion,
may elect to determine Fair Market Value for all purposes under the Plan
with respect to such Award, based on the average of the closing prices
(the closing bid price, if on NASDAQ), as of the date of determination
of the Award and a period of up to 9 trading days immediately preceding
such date.

     "Key Employee" means an officer or other key employee of any
Participating Company who, in the judgment of the Committee, is
responsible for or contributes to the management, growth or
profitability of the business of any Participating Company.

     "Option" means an option to purchase Stock, including Restricted
Stock, if the Committee so determines, subject to the applicable
provisions of Section 5 and awarded in accordance with the terms of the
Plan.  All Options granted under the Plan shall be non-qualified options
under the Code.

     "Participating Company" means the Company or any subsidiary or
other affiliate of the Company.

     "Performance Unit" means a performance unit subject to the
requirements of Section 6 and awarded in accordance with the terms of
the Plan.

     "Plan" means the Company's 1990 Incentive Plan, as the same may be
amended, administered or interpreted from time to time.

     "Restricted Stock" means Stock delivered under the Plan subject to
the requirements of Section 7 and such other restrictions as the
Committee deems appropriate or desirable.

     "SAR" means a "stock appreciation right" subject to the appropriate
requirements under Section 5 and awarded in accordance with the terms of
the Plan.

     "Stock" means the common stock ($0.001 par value) of the Company.

     "Total Disability" means the complete and permanent inability of a
Key Employee to perform all of his or her duties under the terms of his
or her employment with any Participating Company, as determined by the
Committee upon the basis of such evidence, including independent medical
reports and data, as the Committee deems appropriate or necessary.

3.   Shares Subject to the Plan

     The aggregate number of shares of Stock which may be awarded under
the Plan or subject to purchase by exercising an Option shall not exceed
one million five hundred thousand (1,500,000) shares. Such shares shall
be made available either from authorized and unissued shares or shares
held by the Company in its treasury.  The Committee may, in its
discretion, decide to award other shares issued by the Company that are
convertible into Stock or make such shares subject to purchase by an
Option, in which event the maximum number of shares of Stock into which
such stock may be converted shall be used in applying the aggregate
share limit under this Section 3 and all provisions of the Plan relating
to Stock shall apply with full force and effect with respect to such
convertible shares.  If, for any reason, any shares of Stock awarded or
subject to purchase by exercising an Option under the Plan are not
delivered or are required by the Company, for reasons including, but not
limited to, a forfeiture of Restricted Stock or termination, expiration
or a cancellation with the consent of a Key Employee of an Option, SAR,
or a Performance Unit, such shares of Stock shall again become available
for award under the Plan.

4.     Grant of Awards and Award Agreements

          (a)    Subject to the provisions of the Plan, the Committee
       shall (i) determine and designate from time to time those Key
       Employees or groups of Key Employees to whom Awards are to be
       granted; (ii) determine the form or forms of Award to be granted
       to any Key Employee; (iii) determine the amount or number of
       shares of  Stock, including Restricted Stock, subject to each
       Award; (iv) determine the terms and conditions of each Award; (v)
       determine whether and to what extent Key Employees shall be
       allowed or required to defer receipt of any Awards or other
       amounts payable under the Plan to the occurrence of a specified
       date or event; provided, however, that no Award shall be granted
       after the expiration of ten years from the effective date of the
       Plan.

          (b)    Each Award granted under the Plan shall be evidenced by
       a written Award Agreement in a form approved by the Committee. 
       Such agreement shall be subject to and incorporate the express
       terms and conditions, if any, required under the Plan or as
       required by the Committee for the form of Award granted and such
       other terms and conditions as the Committee may specify.

5.     Stock Options and Stock Appreciation Rights

          (a)     With respect to options and SARS, the Committee shall
       (i) authorize the granting of nonqualified stock options and SARs
       or any combination of nonqualified stock options and SARS; (ii)
       determine the number of shares of Stock subject to each Option or
       the number of shares of Stock that shall be used to determine the
       value of a SAR; (iii) determine whether such Stock shall be
       Restricted Stock; (iv) determine the time or times when and the
       manner in which each Option shall be exercisable and the duration
       of the exercise period; and (v) determine whether or not all or
       part of each option may be canceled by the exercise of a SAR.

          (b)     The exercise period for an Option shall be such period
       of time as the Committee shall determine in its discretion.

          (c)     The Option or SAR price per share shall be determined
       by the Committee at the time any Option is granted, disregarding
       any restrictions in the case of Restricted Stock, on the date the
       Option is granted, as determined by the Committee; provided,
       however, that such price shall be at least equal to the par value
       of one share of Stock.

          (d)     No part of any Option or SAR may be exercised until
      (i) the Key Employee who has been granted the Award shall have
      remained in the employ of a Participating Company for such period,
      if any, after the date on which the Option or SAR is granted, or
      (ii) achievement of such performance or other criteria, if any, by
      the Key Employee, the Company, or any subsidiary, affiliate or
      division of the Company; provided, however, the period during
      which a SAR is exercisable shall commence no earlier than six
      months following the date the Option or SAR is granted.

          (e)     The purchase price of the shares as to which an Option
      shall be exercised shall be paid to the Company at the time of
      exercise either in cash or in such other consideration as the
      Committee deems appropriate, including Stock already owned by the
      optionee, having a total fair market value, as determined by the
      Committee, equal to the purchase price, or a combination of cash
      and such other consideration having a total fair market value, as
      so determined, equal to the purchase price; provided, however,
      that if payment of the exercise price is made in whole or in part
      in the form of Restricted Stock, the Stock received upon the
      exercise of the Option shall be Restricted Stock up to the number
      of shares and subject to the same restrictions or other
      limitations as the Restricted Stock paid on the exercise of the
      Option.    The remaining shares of Stock so issued upon exercise
      of the Option shall not be so restricted.

          (f)   (i)  If a Key Employee who has been granted an option or
          SAR dies (A) while an employee of any Participating Company or
          (B) within three months after termination of his or her
          employment with all Participating Companies because of his or
          her Total Disability, his or her Options or SARs may be 
          exercised, to the extent that the Key Employee shall have been
          entitled to do so on the date of his or her death or such
          termination of employment, by the person or persons to whom
          the Key Employee's rights under the Option or SAR pass by
          will, or if no such person has such right, by his or her
          executors or administrators, at any time, or from time to
          time, within twelve months after the date of the Key
          Employee's death or within such other period, and subject to
          such terms and conditions as the Committee may specify, but
          not later than the expiration date specified in Section 5(b)
          above.

               (ii)     If the Key Employee's employment by any
          Participating Company terminates because of his or her Total
          Disability and such Key Employee has not died within the
          following three months, he or she may exercise his or her
          Options or SARS, to the extent that he or she shall have been
          entitled to do so at the date of the termination of his or her
          employment, at any time, or from time to time, within twelve
          months after the date of the termination of his or her
          employment or within such other period, and subject to such
          terms and conditions as the Committee may specify, but not
          later than the expiration date specified in Section 5(b)
          above.

               (iii)     If the Key Employee's employment terminates for
          any other reason (including retirement), he or she may
          exercise his or her Options or SARs to the extent that he or
          she shall have been entitled to do so at the date of the
          termination of his or her employment, at any time, or from
          time to time, within six months after the date of the
          termination of his or her employment or within such other
          period, and subject to such terms and conditions as the
          Committee may specify, but not later than the expiration date
          specified in Section 5(b) above.

          (g)     No Option or SAR granted under the Plan shall be 
      transferable other than by will or by the laws of descent and
      distribution.  During the lifetime of the optionee, an option shall
      be exercisable only by him or her.

          (h)     Upon exercise of a SAR, the Key Employee shall be
      entitled, subject to such terms and conditions as the Committee
      may specify, to receive upon exercise thereof all or a portion of
      the excess of (i) the Fair Market Value of a specified number of
      shares of Stock at the time of exercise, as determined by the
      Committee, over (ii) a specified amount which shall not, subject
      to Section 5(i), be less than the Fair Market Value of such
      specified number of shares of Stock at the time the SAR is
      granted.  Upon exercise of a SAR, payment of such excess shall be
      made as the Committee shall specify at the time of the grant of
      the SAR or otherwise (A) in cash, (B) through the issuance or
      transfer to the Key Employee of whole shares of Stock, including
      Restricted Stock, with a Fair Market Value, disregarding any
      restrictions in the case of Restricted Stock, at such time equal
      to any such excess, or (C) a combination of cash and shares of
      Stock with a combined fair market value at such time equal to any
      such excess, all as determined by the Committee; provided,
      however, a fractional share of Stock shall be paid in cash equal
      to the Fair Market Value of the fractional share of Stock,
      disregarding any restrictions in the case of Restricted Stock, at
      such time.  If the full amount of such value is not paid in Stock,
      then the shares of Stock representing such portion of the value of
      the SAR not paid in Stock shall again become available for award
      under the Plan.

          (i)     If the Award granted to a Key Employee allows the Key
      Employee to elect to cancel all or any portion of an unexercised
      Option by exercising a related SAR, then the Option price per
      share of Stock shall be used as the specified price in Section
      5(h) to determine the value of the SAR upon such exercise, and, in
      the event of the exercise of such SAR, the Company's obligation in
      respect of such option or such portion thereof will be discharged
      by payment of the SAR so exercised. In the event of such a
      cancellation, the number of shares as to which such Option was
      canceled shall become available for use under the Plan, less the
      number of shares received by the optionee upon such cancellation.
      Any such SAR shall be transferable only by will or by the laws of
      descent and distribution.  During the lifetime of the optionee,
      such SAR shall be exercisable only by him or her.

6.     Performance Units

          (a)     The Committee shall determine a performance period
      (the "Performance Period") of one or more years and shall 
      determine the performance objectives for grants of Performance
      Units.  Performance objectives may vary from Key Employee to Key
      Employee and between groups of Key Employees and shall be based
      upon such performance criteria or combination of factors as the
      Committee may deem appropriate, including, but not limited to,
      minimum earnings per share or return on equity.  Performance
      Periods may overlap and Key Employees may participate 
      simultaneously with respect to Performance Units for which
      different Performance Periods are prescribed.

          (b)     At the beginning of a Performance Period, the
      Committee shall determine, for each Key Employee or group of Key
      Employees eligible for Performance Units with respect to that
      Performance Period, the range of dollar values, if any, which may
      be fixed or may vary in accordance with such performance or other
      criteria specified by the Committee, and which shall be paid to a
      Key Employee as an Award, if the relevant measure of Company
      performance for the Performance Period is met.

          (c)     If, during the course of a Performance Period, there
      shall occur significant events as determined by the Committee,
      including, but not limited to, a reorganization of the Company,
      which the Committee expects to have a substantial effect on a
      performance objective during such period, the Committee may revise
      such objective.

          (d)     If a Key Employee terminates service with all
      Participating Companies during a Performance Period because of
      death, Total Disability, retirement on or after age 65 (or at an
      earlier age with the consent of the Company), or a significant
      event, as determined by the Committee, that Key Employee shall be
      entitled to payment in settlement of each Performance Unit for
      which the Performance Period was prescribed (i) based upon the
      performance objectives satisfied at the end of such period and
      (ii) prorated for the portion of the Performance Period during
      which the Key Employee was employed by any Participating Company; 
      provided, however, that the Committee may provide for an earlier
      payment in settlement of such Performance Unit in such amount and
      under such terms and conditions as the Committee deems appropriate
      or desirable with the consent of the Key Employee.  If a Key
      Employee terminates service with all Participating Companies
      during a Performance Period for any other reason, then such Key
      Employee shall not be entitled to any payment with respect to that
      Performance Period unless the Committee shall otherwise determine.

          (e)     Each Performance Unit may be paid in whole shares of
      Stock, including Restricted Stock (together with any cash
      representing fractional shares of Stock), or cash, or a 
      combination of Stock and cash either as a lump sum payment or in
      annual installments, all as the Committee shall determine at the
      time of grant of the Performance Unit or otherwise.  If and to the
      extent the full value of a Performance Unit is not paid in Stock,
      then the shares of Stock representing the portion of the value of
      the Performance Unit not paid in Stock shall again become
      available for award under Plan.

7.     Restricted Stock

          (a)     Restricted Stock may be received by a Key Employee as
      an Award, as the result of an exercise of an Option or SAR, or as
      payment for a Performance Unit. Restricted Stock shall be subject
      to a restriction period which shall commence on the date the Award
      is granted and shall end when the restrictions lapse or upon the
      achievement of such performance or other criteria as the Committee
      shall determine (the "Restriction Period"). The Committee may
      provide for the lapse of restrictions in installments where deemed
      appropriate.

          (b)     Except as otherwise provided in this Section 7, no
      shares of Restricted Stock received by a Key Employee shall be
      sold, exchanged, transferred, pledged, hypothecated, or otherwise
      disposed of during the Restriction Period; provided, however, that
      the Restriction Period for any Key Employee shall expire and all
      restrictions on shares of Restricted Stock shall lapse upon the
      Key Employee's death, Total Disability, retirement on or after age
      65 (or an earlier age with the consent of the Company) or upon
      some significant event, as determined by the Committee, including,
      but not limited to, a reorganization of the Company.

          (c)     If a Key Employee terminates employment with all
      Participating Companies for any reason before the expiration, of
      the Restriction Period, all shares of Restricted Stock that are
      still subject to restriction shall, unless the Committee otherwise
      determines, be forfeited by the Key Employee and shall be
      reacquired by the Company, and, in the case of Restricted Stock
      purchased through the exercise of an option, the Company shall
      refund the purchase price paid on the exercise of the Option. 
      Upon such forfeiture, such forfeited shares of Restricted Stock
      shall again become available for award under the Plan.

          (d)      The Committee may require under such terms and
      conditions as it deems appropriate or desirable that the 
      certificates for Stock delivered under the Plan may be held in
      custody by a bank or other institution, or that the Company may
      itself hold such shares in custody until the Restriction Period
      expires or until restrictions thereon otherwise lapse, and may
      require, as a condition of any receipt of Restricted Stock, that
      the Key Employee shall have delivered a stock power endorsed in
      blank relating to the Restricted Stock.

          (e)     Nothing in this Section 7 shall preclude a Key
      Employee from exchanging any shares of Restricted Stock subject to
      the restrictions contained herein for any other shares of Stock
      that are similarly restricted.

8.     Certificates for Awards of Stock

          (a)     Subject to Section 7(d) above, each Key Employee
      entitled to receive shares of Stock under the Plan shall be issued
      a certificate for such shares.  Such certificate shall be
      registered in the name of the Key Employee, and shall bear an
      appropriate legend reciting the terms, conditions, and 
      restrictions, if any, applicable to such shares.

          (b)     Any issuance of Stock under the Plan shall be subject
      to the Company's compliance with any federal or state law or any
      ruling or regulation of any government body which the Company
      shall, in its sole discretion, determine to be necessary or
      advisable.

          (c)     All certificates for shares of Stock delivered under
      the Plan shall also be subject to such stop-transfer orders and
      other restrictions as the Committee may deem advisable under the
      rules, regulations, and other requirements of the Securities and
      Exchange Commission, any stock exchange upon which the Stock is
      then listed, and any applicable federal or state securities laws.
      The Committee may cause a legend or legends to be placed on any
      such certificates to make appropriate reference to such
      restrictions.

          (d)     Each Key Employee who receives an award of Stock shall
      have all of the rights of a shareholder with respect to such
      shares, including the right to vote the shares and receive
      dividends and other distributions.  No Key Employee awarded an
      Option, a SAR, or a Performance Unit shall have any right as a
      shareholder with respect to any shares subject to such Award prior
      to the date of issuance to him or her of a certificate or
      certificates for such shares.

9.     Loans and Supplemental Cash Payments

          (a)     The Committee may provide for supplemental cash
      payments or loans to Key Employees at such time and in such manner
      as the Committee may determine in connection with Awards granted
      under the Plan; provided, however, that no loan shall be made to
      any officer, director, or controlling shareholder unless such loan
      is specifically approved in advance by the shareholders of the
      Company; and provided further, that, in the case of any loan made
      to a Key Employee, the Committee shall make a determination that
      such loan benefits the Company.

          (b)     Supplemental cash payments shall be subject to such
      terms and conditions as the Committee may specify; provided,
      however, that in no event shall the amount of such payments exceed
     (i) in the case of an Option, the excess of the Fair Market Value
      of the shares of Stock, disregarding any restrictions in the case
      of Restricted Stock, purchased upon exercise of the Option on the
      date of exercise over the option price, or (ii) in the case of an
      Award of a SAR, Performance Unit, or Restricted Stock, the value
      of the shares of Stock and other consideration issued in payment
      of such Award.

          (c)     In the case of loans, any such loan shall be evidenced
      by a written loan agreement or other instrument in such form and 
      shall contain such terms and conditions, including, without
      limitation, provisions for interest, payment schedules,
      collateral, forgiveness, or events of default or acceleration of
      such loans or parts thereof, as the Committee shall specify.

10.     Beneficiary

          (a)     Each Key Employee shall file with the Committee a
      written designation of one or more persons as the Beneficiary who
      shall be entitled to receive the Award, if any, payable under the
      Plan upon his or her death.  A Key Employee may from time to time
      revoke or change his or her Beneficiary designation without the
      consent of any prior Beneficiary by filing a new designation
      without the consent of any prior Beneficiary by filing a new
      designation with the Committee.  The last such designation received
      by the Committee shall be controlling; provided, however, that no
      designation, or change or revocation thereof shall be effective
      unless received by the Committee prior to the Key Employee's death
      and in no event shall it be effective as of a date prior to such
      receipt.

          (b)     If no such Beneficiary designation is in effect at the
      time of a Key Employee's death, or if no designated Beneficiary
      survives the Key Employee or if such designation conflicts with
      law, the Key Employee's estate shall be entitled to receive the
      Award, if any, payable under the Plan upon his or her death.  If
      the Committee is in doubt as to the right of any person to receive
      such Award, the Company may retain such Award, without liability
      for any interest thereon, until the Committee determines the
      rights thereto, or the Company may pay such Award into any court
      of appropriate jurisdiction and such payment shall constitute a
      complete discharge of the liability of the Company therefor.

11.     Administration of the Plan

          (a)     The Plan shall be administered by the Committee, as
      appointed by the Board and serving at the Board's pleasure.

          (b)     All decisions, determinations or actions of the
     Committee made or taken pursuant to grants of authority under the
     Plan shall be made or taken in the sole discretion of the Committee
     and shall be final, conclusive, and binding on all persons for all
     purposes.

          (c)     The Committee shall have full power, discretion and
     authority to interpret, construe, and administer the Plan and any
     part thereof, and its interpretations and constructions thereof and
     actions taken thereunder shall be, except as otherwise determined
     by the Board, final, conclusive, and binding on all persons for all
     purposes.

          (d)     The Committee's decisions and determinations under the
     Plan need not be uniform and may be made selectively among Key
     Employees, whether or not such Key Employees are similarly
     situated.

          (e)     The Committee shall keep minutes of its actions under
     the Plan.  The act of a majority of the members present at a
     meeting duly called and held shall be the act of the Committee. 
     Any decision or determination reduced to writing and signed by all
     members of the Committee shall be fully as effective as if made by
     unanimous vote at a meeting duly called and held.

          (f)     The Committee may employ such legal counsel,
     including, without limitation, independent legal counsel and
     counsel regularly employed by the Company, consultants, and agents
     as the Committee may deem appropriate for the administration of the
     Plan and may rely upon any opinion received from any such counsel
     or consultant and any computations received from any such
     consultant or agent.  All expenses incurred by the Committee in
     interpreting and administering the Plan, including, without
     limitation, meeting fees and expenses and professional fees, shall
     be paid by the Company.

          (g)     No member or former member of the Committee or the
     Board shall be liable for any action or determination made in good
     faith with respect to the Plan or any Award granted under it.  Each
     member or former member of the Committee or the Board shall be
     indemnified and held harmless by the Company against all costs or
     expenses (including counsel fees) or liability (including any sum
     paid in settlement of a claim with the approval of the Board)
     arising out of any act or omission to act in connection with the
     Plan to the extent allowed by law.

12.     Amendment or Discontinuance

     The Board may, at any time, amend or terminate the Plan.  The Plan
may also be amended by the Committee, provided that all such amendments
shall be reported to the Board.  No amendment or termination shall
retroactively impair the rights of any person with respect to an Award. 
On or after the occurrence of a Change in Control, the Plan may not be
amended or terminated until all payments required by Section 14 are
made.

13.     Adjustments in Event of Change in Common Stock

     In the event of (i) any recapitalization, reclassification, split
up or consolidation of shares of Stock, (ii) any merger or consolidation
of the Company or sale by the Company of all or a portion of its assets,
or (iii) any other event which would distort the implementation of the
Plan or the realization of its objectives, the Committee may make such
appropriate adjustments in the Stock subject to Awards, including Stock
subject to purchase by an option, or the terms, conditions, or
restrictions on Stock or Awards as the Committee deems equitable: 
provided, however, that no such adjustments shall be made on or after
the occurrence of a Change in Control without the affected Key
Employee's consent.

14.     Change in Control

     Notwithstanding anything else herein to the contrary, as soon as
practicable after the occurrence of a Change in Control, if any, the
following shall occur.

          (a)     All Key Employees may, regardless of whether still an
      employee of any Participating Company, elect to cancel all or any
      portion of any option no later than 90 days after the Change in
      Control, in which event the Company shall pay to such electing Key
      Employee, an amount in cash equal to the excess, if any, of the
      Current Market Value (as defined below) of the shares of Stock,
      including Restricted Stock, subject to the option (or the portion
      thereof so canceled) over the option price for such shares;
      provided, however, that no Key Employee shall have the right to
      elect cancellation unless and until at least 6 months have elapsed
      after the date of grant of the option; provided further, that, if
      the Key Employee is no longer an employee of any Participating
      Company, the Option is exercisable at the time of the Change in
      Control.

          (b)     All Performance Periods shall end and the Company
      shall pay each Key Employee an amount in cash equal to the value
      of such Key Employee's Performance Units, if any, based upon the
      Stock's Current Market Value, in full settlement of such 
      Performance Units.

          (c)     All Restriction Periods shall end and the Company
      shall pay each key Employee an amount in cash equal to the Current
      Market Value of the Restricted Stock held by, or on behalf of,
      each Key Employee in exchange for such Restricted Stock.

          (d)     The Company shall pay to each Key Employee all amount,
      if any, deferred by such Key Employee under the Plan which are not
      Performance Units or Restricted Stock.

          (e)     The Company may reduce the amount due any Key Employee
      under this Section by the unpaid balance, if any, of the principal
      of any loans to such Key Employee under Section 9.

          (f)     For purposes of this Section 14, "Current Market
      Value" means the highest "Closing Price" during the period
      commencing 30 days prior to the Change in Control and ending 30
      days after the Change of Control (the "Reference Period");
      provided, however, that, if the Change in Control occurs as a
      result of a tender offer or exchange offer, or a merger, purchase
      of assets or stock or other transaction that is approved by
      stockholders of the Company, Current Market Value means the
      higher of (i) the highest Closing Price during the Reference
      Period, or (ii) the highest price paid per share pursuant to such
      tender offer, exchange offer or other transaction.  The "Closing
      Price" on any day during the Reference Period means the closing
      price per share of Stock based upon composite transactions on the
      national stock exchanges that day (closing bid price, if on
      NASDAQ).

15.     Miscellaneous

          (a)      Nothing in this Plan or any Award granted hereunder
      shall confer upon any employee any right to continue in the employ
      of any Participating Company or interfere in any way with the
      right of any Participating Company to terminate his or her
      employment at any time.

          (b)     No Award payable under the Plan shall be deemed salary
      or compensation for the purpose of computing benefits under any
      employee benefit plan or other arrangement of any Participating
      Company for the benefit of its employees unless the Company shall
      determine otherwise.

          (c)     No Key Employee shall have any claim to an Award until
      it is actually granted under the Plan.  To the extent that any
      person acquires a right to receive payments from the Company under
      this Plan, such right shall be no greater than the right of an
      unsecured general creditor of the Company.  All payments of Awards
      provided for under the Plan shall be paid in cash from the general
      funds of the Company; provided, however, that such payments shall
      be reduced by the amount of any payments made to the participant
      or his or her dependents, beneficiaries or estate from any trust
      or special or separate fund established by the Company to assure
      such payments. The Company shall not be required to establish a
      special or separate fund or other segregation of assets to assure
      such payments, and, if the Company shall make any investments to
      aid it in meeting its obligations hereunder, the participant shall
      have no right, title, or interest whatever in or to any such
      investments, except as may otherwise be expressly provided in a
      separate written instrument relating to such investments.  Nothing
      contained in this Plan and no action taken pursuant to its
      provisions shall create or be construed to create a trust of any
      kind between the Company and any participants.

          (d)     Absence on leave approved by a duly constituted
      officer of the Company shall not be considered interruption or
      termination of employment for any purposes of the Plan; provided,
      however, that no Award may be granted to an employee while he or
      she is absent on leave.

          (e)     If the Committee finds that any person to whom any
      Award, or portion thereof, is payable under the Plan is unable to
      care for his or her affairs because of illness or accident, or is
      a minor, then any payment due him or her (unless a prior claim
      therefore has been made by a duly appointed legal representative)
      may, if the Committee so directs the Company, be paid to his or
      her spouse, a child, a relative, an institution maintaining or
      having custody of such person, or any other person deemed by the
      Committee to be a proper recipient on behalf of such person
      otherwise entitled to payment. Any such payment shall be a 
      complete discharge of the liability of the Company therefor.

          (f)     The right of any Key Employee or other person to any
      Award payable under the Plan may not be assigned, transferred,
      pledged, or encumbered, either voluntarily or by operation of law,
      except as provided in Section 10 with respect to the designation
      of a Beneficiary or as may otherwise be required by law.  If, by
      reason of any attempted assignment, transfer, pledge, or
      encumbrance or any bankruptcy or other event happening at any
      time, any amount payable under the Plan would be made subject to
      the debts or liabilities of the Key Employee or his or her
      Beneficiary or would otherwise devolve upon anyone else and not be
      enjoyed by the Key Employee or his or her Beneficiary, then the
      Committee may terminate such person's interest in any such payment
      and direct that the same be held and applied to or for the benefit
      of the Key Employee, his or her Beneficiary or any other persons
      deemed to be the natural objects of his or her bounty, taking into
      account the expressed wishes of the Key Employee (or, in the event
      of his or her death, those of his or her Beneficiary) in such
      manner as the Committee may deem proper.

          (g)     Copies of the Plan and all amendments, administrative
      rules and procedures and interpretation shall be made available to
      all Key Employees at all reasonable times at the Company's
      headquarters.

          (h)     The Committee may cause to be made, as a condition
      precedent to the payment of any Award, appropriate arrangements
      with the Key Employee or his or her Beneficiary for the 
      withholding of any federal, state, local or foreign taxes.

          (i)     The Plan and the grant of Awards shall be subject to
      all applicable federal and state laws, rules, and regulations and
      to such approvals by any government or regulatory agency as may be
      required.

          (j)     All elections, designation, requests, notices,
      instructions and other communications from a Key Employee,
      Beneficiary, or other person to the Committee that are required or
      permitted under the Plan shall be in such form as is prescribed
      from time to time by the Committee and shall be mailed by first
      class mail or delivered to such location as shall be specified by
      the Committee.

          (k)     The terms of the Plan shall be binding upon the
      Company and its successors and assigns.

          (l)     Captions preceding the sections hereof are inserted
      solely as a matter of convenience and in no way define or limit
      the scope or intent of any provision hereof.

16.     Effective Date and Term of Plan

     The effective date of the Plan shall be July 1, 1990.   The term of
the Plan shall be twenty years and the Plan shall expire after June 30,
2010.




                                  EXHIBIT 23

                        CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-65848) pertaining to the 1990 Incentive Plan of Gentner
Communications Corporation of our report dated August 7, 1996, with
respect to the financial statements of Gentner Communications Corporation
included in the Annual Report (Form 10-KSB/A) for the year ended June 30,
1996.


                                                   ERNST & YOUNG LLP
                                                   /s/

Salt Lake City, Utah
September 30, 1996
 



 

 










<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
FINANCIAL STATEMENTS AND FOOTNOTES INCLUDED IN FORM 10-KSB FOR THE YEAR
ENDED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          JUN-30-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                          213763
<SECURITIES>                                         0
<RECEIVABLES>                                  1650436
<ALLOWANCES>                                     94000
<INVENTORY>                                    3229765
<CURRENT-ASSETS>                               5111707
<PP&E>                                         1514629
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 6780210
<CURRENT-LIABILITIES>                          2016039
<BONDS>                                         590413
<COMMON>                                          7662
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<PREFERRED>                                          0
<OTHER-SE>                                     4422747
<TOTAL-LIABILITY-AND-EQUITY>                   6780210
<SALES>                                       11469155
<TOTAL-REVENUES>                              11469155
<CGS>                                          6279775
<TOTAL-COSTS>                                  6279775
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              185676
<INCOME-PRETAX>                                 282884
<INCOME-TAX>                                       900
<INCOME-CONTINUING>                             281984
<DISCONTINUED>                                       0
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