U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB


  X      Quarterly report pursuant to Section 13 or 15(d) of the Securities
- ------
         Exchange Act of 1934

         For the quarterly period ended June 30, 1997 or

______   Transition report pursuant to Section 13 or 15(d) of the Securities

         Exchange Act of 1934

         For the transition period from _________ to _________

                        Commission file number 33-60296

                                 Globalink, Inc.
        (Exact name of small business issuer as specified in its charter)

             Delaware                                    54-1473222
    (State or other jurisdiction of                   (I.R.S. Employer
     incorporation or organization)                  Identification No.)

       9302 Lee Highway, 12th Floor, Fairfax, VA              22031
       (Address of principal executive offices)            (Zip Code)

    Registrant's telephone number, including area code   (703)  273-5600
                                                      

                                 Not Applicable
      (Former name, address and fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

Yes  X                                                            No

Registrant had 6,045,948 shares of common stock outstanding as of June 30, 1997.





                                 GLOBALINK, INC.

                                TABLE OF CONTENTS






Part I            Financial Information:                              Page No.


         Item 1.           Financial Statements

                           Balance Sheets as of June 30, 1997,
                             and December 31, 1996                       1

                           Statements of Operations for the Three
                             Months Ended June 30, 1997, and
                             June 30, 1996                               2

                           Statements of Operations for the Six
                             Months Ended June 30, 1997, and
                             June 30, 1996                               3

                           Statements of Cash Flows for the Six
                             Months Ended June 30, 1997, and
                             June 30, 1996                               4

                           Notes to Interim Financial Statements         5

         Item 2.           Management's Discussion and Analysis
                             of Financial Condition and Results of
                             Operations                                  8



Part II           Other Information:

         Item 6.           Exhibits and Reports on Form 8-K             11





Item 1.  Financial Statements
                                 GLOBALINK, INC.
                                 BALANCE SHEETS

                                                                           June 30,        December 31,
                                                                             1997              1996
                                                                        ---------------   ---------------
ASSETS                                                                   (Unaudited)        (Audited)
                                                                                           
  Current Assets:
                     Cash and cash equivalents                        $        723,728  $      1,606,088
                     Marketable securities                                     993,120                 0
                     Accounts receivable, net of allowances of
                          $2,627,227 and $3,004,653                         11,123,320         9,040,297
                     Inventories                                               707,651           818,294
                     Prepaid expenses and deposits                             382,626           108,745
                     Other receivables                                         363,900           126,894
                                                                        ---------------   ---------------
                                                                                           
                        Total Current Assets                                14,294,345        11,700,318

   Equipment and Furniture, net of accumulated
        depreciation of $978,530 and $768,629                                  735,106           879,753

   Capitalized Software, net of accumulated
        amortization of $5,008,204 and $4,650,197                              693,553           817,988
                                                                        ---------------   ---------------
                                                                                           
                        Total Assets                                  $     15,723,004  $     13,398,059
                                                                        ===============   ===============
                                                                                           
LIABILITIES AND STOCKHOLDERS' EQUITY

  Current Liabilities:
                     Accounts payable - trade                         $      2,455,189  $      2,057,002
                     Accrued and other liabilities                             806,955           763,948
                     Current portion of notes payable                        1,073,000         1,279,000
                                                                        ---------------   ---------------
                                                                                           
                        Total Current Liabilities                            4,335,144         4,099,950

   Long-Term Notes Payable                                                     164,856           216,356

   Deferred Rent                                                                53,932            65,706

   Stockholders' Equity:
                     Preferred stock, $.01 par value, 250,000 shares
                           authorized, 29,722 and 40,224 shares
                           issued and outstanding                            3,051,271         1,154,658
                     Common stock, $.01 par value, 20,000,000 shares
                           authorized, 6,045,948 and 5,341,352 shares                      
                           issued and outstanding                               60,459            53,413
                     Additional paid-in capital - common stock              19,151,223        18,702,013
                     Accumulated deficit                                   (11,093,881)      (10,894,037)
                                                                        ---------------   ---------------
                                                                                           
                        Total Stockholders' Equity                          11,169,072         9,016,047
                                                                        ---------------   ---------------
                                                                                           
                        Total Liabilities and Stockholders' Equity    $     15,723,004  $     13,398,059
                                                                        ===============   ===============


<FN>
                    The accompanying notes are an integral part of these statements.

                                       1
</FN>



                                                                                 

                                 GLOBALINK, INC.
                            STATEMENTS OF OPERATIONS
 
                                                                               Three Months Ended
                                                                                    June 30,
                                                                             1997              1996
                                                                        ---------------   ---------------
                                                                         (Unaudited)       (Unaudited)
                                                                                           
                                                                                           
Product sales (net of returns and allowances)                         $      3,012,546  $      3,783,612
Translation service revenue                                                    448,607           328,799
                                                                        ---------------   ---------------
                                                                             3,461,153         4,112,411
Costs and Expenses:                                                                        
                   Cost of products sold                                       386,027           481,630
                   Amortization of capitalized software                        183,769           163,609
                   Direct labor and fringes                                    152,504           160,802
                   Development                                                 214,597           362,013
                   Selling, marketing and other                              1,873,824         2,067,022
                   Administrative                                              949,984           772,928
                                                                        ---------------   ---------------
                                                                             3,760,705         4,008,004
                                                                        ---------------   ---------------

Income (Loss) From Operations                                                 (299,552)          104,407

                              Interest expense, net                               (506)           (3,691)
                                                                        ---------------   ---------------

Income (Loss) Before Income Taxes                                             (300,058)          100,716

                              Income tax expense                                     0                 0
                                                                        ---------------   ---------------
                                                                                           
Net Income (Loss)                                                     $       (300,058) $        100,716
                                                                        ===============   ===============

Preferred Stock Dividends                                                      (24,132)                0
                                                                        ---------------   ---------------

Net Income (Loss) Applicable to Common Shares                         $       (324,190) $        100,716
                                                                        ===============   ===============
 
Earnings (Loss) Per Common Share                                      $          (0.05) $           0.02
                                                                        ===============   ===============
                                                                                           
Average number of common shares and common share                                           
   equivalents outstanding during the period                                 5,899,485         5,374,812
                                                                        ===============   ===============










<FN>
                    The accompanying notes are an integral part of these statements.

                                       2
</FN>




                                 GLOBALINK, INC.
                            STATEMENTS OF OPERATIONS
 
                                                                                Six Months Ended
                                                                                    June 30,
                                                                             1997              1996
                                                                        ---------------   ---------------
                                                                         (Unaudited)       (Unaudited)
                                                                                           
                                                                                           
Product sales (net of returns and allowances)                         $      6,568,251  $      7,275,397
Translation service revenue                                                    599,067           479,333
                                                                        ---------------   ---------------
                                                                             7,167,318         7,754,730
Costs and Expenses:                                                                        
                   Cost of products sold                                       861,716           866,729
                   Amortization of capitalized software                        358,007           254,142
                   Direct labor and fringes                                    222,564           258,581
                   Development                                                 437,824           727,027
                   Selling, marketing and other                              3,662,607         3,985,981
                   Administrative                                            1,811,670         1,540,968
                                                                        ---------------   ---------------
                                                                             7,354,388         7,633,428
                                                                        ---------------   ---------------

Income (Loss) From Operations                                                 (187,070)          121,302

                              Interest (expense) income, net                   (12,774)              381
                                                                        ---------------   ---------------

Income (Loss) Before Income Taxes                                             (199,844)          121,683

                              Income tax expense                                     0                 0
                                                                        ---------------   ---------------
                                                                                           
Net Income (Loss)                                                     $       (199,844) $        121,683
                                                                        ===============   ===============
 
Preferred Stock Dividends                                                      (56,543)                0
                                                                        ---------------   ---------------

Net Income (Loss) Applicable to Common Shares                         $       (256,387) $        121,683
                                                                        ===============   ===============
 
Earnings (Loss) Per Common Share                                      $          (0.04) $           0.02
                                                                        ===============   ===============
                                                                                           
Average number of common shares and common share                                           
   equivalents outstanding during the period                                 5,748,496         5,369,812
                                                                        ===============   ===============










<FN>
                    The accompanying notes are an integral part of these statements.

                                       3
</FN>





                                 GLOBALINK, INC.
                            STATEMENTS OF CASH FLOWS
 
                                                                                Six Months Ended
                                                                                    June 30,
                                                                             1997              1996
                                                                        ---------------   ---------------
                                                                         (Unaudited)       (Unaudited)
                                                                                        
Increase (Decrease) in Cash and Cash Equivalents                                           
                                                                                           
Cash flows from operating activities
  Net income (loss)                                                   $       (199,844) $        121,683
                                                                        ---------------   ---------------
  Adjustments to reconcile net income (loss) to net cash
    used in operating activities                                                           
              Amortization of capitalized software                             358,007           254,142
              Depreciation                                                     209,901           174,342
              Change in Assets and Liabilities
                   Increase in accounts receivable                          (2,083,023)       (1,262,044)
                   Decrease (increase) in inventories                          110,643          (150,143)
                   Increase in prepaid expenses and deposits                  (273,881)         (179,430)
                   Decrease (increase) in other receivables                   (237,006)           15,113
                   Increase in accounts payable                                398,187            53,784
                   Increase in accrued and other liabilities                    43,007            67,739
                   Decrease in deferred rent                                   (11,774)           (7,704)
                                                                        ---------------   ---------------

                   Total Adjustments                                        (1,485,939)       (1,034,201)
                                                                        ---------------   ---------------

                   Net cash used in operating activities                    (1,685,783)         (912,518)
                                                                        ---------------   ---------------

Cash flows from investing activities
  Decrease (increase) in marketable securities                                (993,120)          582,778
  Increase in capitalized software                                            (233,572)         (239,924)
  Capital expenditures for equipment and furniture                             (65,254)         (124,071)
                                                                        ---------------   ---------------

                   Net cash provided by (used in) investing activities      (1,291,946)          218,783
                                                                        ---------------   ---------------

Cash flows from financing activities
  Issuance of preferred stock                                                2,381,776                 0
  Issuance of common stock                                                      27,636           132,721
  Preferred stock dividends                                                    (56,543)                0
  Repayment of debt                                                           (257,500)         (120,000)
                                                                        ---------------   ---------------

                   Net cash provided by financing activities                 2,095,369            12,721
                                                                        ---------------   ---------------

                   Net decrease in cash and cash equivalents                  (882,360)         (681,014)

Cash and cash equivalents at beginning of period                             1,606,088           819,846
                                                                        ---------------   ---------------

Cash and cash equivalents at end of period                            $        723,728  $        138,832
                                                                        ===============   ===============



<FN>
                    The accompanying notes are an integral part of these statements.

                                       4
</FN>






                                 GLOBALINK, INC.

                      NOTES TO INTERIM FINANCIAL STATEMENTS

                                  JUNE 30, 1997

NOTE A -- Summary of Significant Accounting Policies

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting  principles and with the instructions to Form
10-QSB.  Accordingly,  they do not include all of the  information and footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements.  In the opinion of management,  all adjustments  (consisting only of
normal recurring  accruals)  considered  necessary for a fair  presentation have
been  included.  The results of operations for the interim period ended June 30,
1997, are not necessarily  indicative of the results to be expected for the full
year. For further information, refer to the financial statements and the related
footnotes  included in the Company's audited  financial  statements for the year
ended December 31, 1996.

NOTE B -- Composition of Certain Financial Statement Captions

1.       Cash and Cash Equivalents

The Company considers all highly liquid securities  purchased with a maturity of
three months or less to be cash equivalents.

2.       Marketable Securities

Marketable securities include government debt securities which mature within one
year.   The   Company   classifies   debt   securities   as    held-to-maturity.
Held-to-maturity securities are carried at amortized cost which equals estimated
fair value.

3.       Inventories

Inventories  consist of finished goods and  work-in-process  which are stated at
the lower of first-in, first-out (FIFO) cost or market.

4.       Prepaid Expenses and Deposits

Prepaid expenses and deposits  consist of prepaid  advertising and brochures and
other prepaid amounts. The Company expenses the costs of first-time  advertising
when the material is published.  Prepaid  advertising  and brochures  consist of
advertising  costs paid in  advance of  publication.  Also  included  in prepaid
advertising and brochures expense are the costs of developing  various marketing
and  product  materials  for new  software.  These costs are  expensed  when the
software is released.

5.       Equipment and Furniture

Equipment and furniture  consist of office and other equipment and furniture and
fixtures.  Depreciation is provided for in amounts sufficient to relate the cost
of depreciable assets to operations over their estimated service lives,  ranging
from three to seven years. The straight-line  method of depreciation is followed
for all assets for financial  reporting  purposes.  Accelerated methods are used
for tax purposes.

6.       Capitalized Software

The  Company  capitalizes   certain  initial  software   development  costs  and
enhancements   thereto  incurred  after   technological   feasibility  has  been
demonstrated.  To date,  all products  and  enhancements  thereto have  utilized
proven  technology.  Such  capitalized  amounts are  amortized  commencing  with
product  introduction over the greater of the ratio of current gross revenue for
a product to the total expected gross revenue over the life of that product,  or
the straight-line  method over the remaining  estimated  economic life,  ranging
from 18 months to three years. The unamortized  capitalized costs by product are
reduced to an amount not to exceed the future net realizable value by product at
each balance sheet date.


                                       5



              NOTES TO INTERIM FINANCIAL STATEMENTS -- (Continued)

7.       Accrued and Other Liabilities

Accrued and other liabilities consist of accrued salaries, commissions,  payroll
taxes and fringe benefits, accrued royalties and other accrued liabilities.

8.       Earnings Per Common Share

Earnings  per common  share are  computed by dividing  net income,  adjusted for
dividends  related to the Company's  preferred  stock,  by the weighted  average
number of common  shares  and common  share  equivalents,  unless  antidilutive,
outstanding during the period.

The Financial  Accounting Standards Board has issued SFAS No. 128, "Earnings Per
Share,"  which will be effective  for  financial  statements  issued for periods
ending  after  December 15, 1997.  SFAS No. 128 requires  that public  companies
present  basic and diluted  earnings per share,  which are computed  differently
than the currently used primary and fully diluted  earnings per share.  The most
significant  difference in the  computation  for the Company is the exclusion of
the effect of dilutive stock options from the  computation of basic earnings per
share. Basic and diluted earnings per share for the quarters ended June 30, 1997
and 1996,  would not have been  different  than the  earnings  per common  share
reported for those periods.

NOTE C - Related Party Transactions

During 1996, the Company loaned $95,000 to two officers.  One officer was loaned
$25,000  at an  interest  rate of 9-1/4%,  which is payable on demand.  A second
officer was loaned $70,000 at an interest rate of 8% in two separate  promissory
notes,  which are both  payable on or before  December  1, 1997.  In January and
April 1997, the second  officer was loaned an additional  $110,000 and $125,000,
respectively, at an interest rate of prime plus 1%, which is due on demand.

NOTE D - Employment Agreements

The Company has entered into  employment  agreements with four of its employees.
The agreements are each for a three-year  period  commencing  between March 1995
and June 1996 and will renew  automatically  for succeeding  periods of one year
unless sooner terminated.  In the event the Company terminates without cause the
employment of any of these employees, the employee shall receive an amount equal
to one year's base salary plus accrued benefits and incentive compensation.  The
agreements contain a provision which triples certain amounts due in the event of
a hostile takeover.  The agreements also contain  provisions for the accelerated
vesting of options if certain defined changes to the composition of the Board of
Directors  should occur.  During 1996,  one  agreement was  terminated by mutual
agreement between the Company and an employee.

NOTE E - Warrants, Options and Other Stock Issued

1.       Stock Options Issued

The Company issues  options to employees,  members of its Board of Directors and
outside  vendors based on merit or in payment of debt. The Company has accounted
for its  options  under APB  Opinion  No. 25 and  related  interpretations.  The
options,  which have a term of five years when  issued,  are  granted at various
times during the year and vest based upon individual grant  specifications.  The
exercise  price  of each  option  equals  or  exceeds  the  market  price of the
Company's stock on the date of grant.  No compensation  cost has been recognized
for employee options.

2.       Prepaid Warrants Issued

During 1996,  the Company sold three  prepaid  warrants to a private fund in the
amount of $500,000 each for a total of  $1,500,000.  Each warrant is convertible
into  shares of common  stock at the  lower of $5.25  per  share,  or 85% of the
arithmetic  average  of the  prior  five  days  closing  prices.  As part of the
agreement,  the Company also issued 33,613 options at an exercise price of $5.25
per share to the private


                                       6



              NOTES TO INTERIM FINANCIAL STATEMENTS -- (Continued)

fund.  The options have a term of four years.  In addition,  the Company  issued
20,000  options at an  exercise  price of $5.25 per share to both  Tanner  Unman
Securities,  Inc., and Prudential Securities, Inc., both of whom facilitated the
agreement with the private fund. These options also have a term of four years.

As of June 30, 1997,  the private fund had converted  the prepaid  warrants into
526,832 shares of common stock.

3.       Preferred Stock Issued

During 1996, the Company's  Board of Directors  approved a private  placement of
Series A-2, 8%  convertible,  redeemable  preferred  stock and associated  stock
warrants.  Dividends on the preferred stock are cumulative and payable  annually
in arrears,  beginning  January 1, 1998, in either cash or additional  shares of
preferred stock, at the option of the Company.  The dividend is calculated as 8%
of the book  value  of the  stock,  based on its  original  trading  price.  The
preferred stock is convertible into ten shares of common stock any time after 30
days from the date of issuance.  Any  unconverted  preferred  stock remaining at
January 1, 2002, will automatically be converted into ten shares of common stock
per preferred  share at that time. Each share of preferred stock was also issued
with one warrant  entitling  the holder to purchase  ten shares of common  stock
each at $4.18 per share.

At June 30, 1997, and December 31, 1996, the Company had outstanding  27,220 and
40,224  shares of Series A-2  preferred  stock and 44,415 and 40,224  associated
stock warrants, respectively.

In March 1997, the Company's Board of Directors  approved a private placement of
Series  A-3,  convertible,  redeemable  preferred  stock  and  associated  stock
warrants.  The  Company  sold 2,502  shares of Series A-3  preferred  stock to a
private fund for a total of $2,502,000. Each share is convertible into shares of
common stock at the lower of $3.44 per share,  or 85% of the arithmetic  average
of the prior five days closing  prices.  As part of the  agreement,  the Company
also  issued  85,568  options  at an  exercise  price of $4.30  per share to the
private fund.  The options have a term of four years.  In addition,  the Company
issued  25,020  options at an exercise  price of $3.44 per share to Tanner Unman
Securities,  Inc., and 20,000 options at an exercise price of $4.30 per share to
Prudential  Securities,  Inc.,  both of whom  facilitated the agreement with the
private fund. These options also have a term of four years.

NOTE F - Export Sales

The Company sells software abroad through distributors, dealers and mail orders.
During  the six months  ended  June 30,  1997,  export  sales to Brazil  totaled
$1,760,000,  or approximately 25% of net sales. During the corresponding  period
in 1996, export sales to France, Germany and Mexico totaled $2,079,000, $969,000
and $855,000,  respectively,  or approximately  27%, 12% and 11% of total sales,
respectively.
Total  export  sales for the six  months  ended  June 30,  1997 and  1996,  were
approximately $4,007,000 and $4,455,000,  respectively.  Substantially all sales
are completed in U.S.  Dollars.  For those  transactions  completed in a foreign
currency,  the company has taken foreign exchange  hedging  positions to prevent
any potential foreign currency exchange risk.

NOTE G - Concentration of Credit Risk

Due to the nature of the Company's business, sales to a few customers, primarily
software  distributors,  have  accounted  for a  significant  percentage  of the
Company's  sales.  During the six  months  ended June 30,  1997,  two  customers
accounted for 22% of net sales.  During the  corresponding  period in 1996,  two
customers accounted for 24% of net sales.  Accounts receivable at June 30, 1997,
and  December  31,  1996,  include  approximately   $3,737,000  and  $3,981,000,
respectively, in amounts due from three customers.


                                       7



PART I.           FINANCIAL INFORMATION

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Results of Operations

The Registrant's net loss for the three months ended June 30, 1997, was $300,000
compared  to net  income  of  $101,000  for the  corresponding  period  in 1996.
Revenues  for the same three  month  period  decreased  16% to  $3,461,000  from
$4,112,000.  For the six months ended June 30,  1997,  the net loss was $200,000
compared  to net  income  of  $122,000  for the  corresponding  period  in 1996.
Revenues  for  the  same  six  month  period  decreased  8% to  $7,167,000  from
$7,755,000.

Product  sales  for the three  months  ended  June 30,  1997,  decreased  20% to
$3,013,000 from $3,784,000 for the  corresponding  period in the prior year. For
the six months ended June 30, 1997,  product  sales  decreased 10% to $6,568,000
from  $7,275,000  for the  corresponding  period in the prior year. The decrease
resulted  primarily from the Company's  increased efforts to reduce  distributor
inventory in the channels,  align sell-through  campaigns with sales of products
into the channels,  and collect existing receivable balances to provide for more
consistent sales cycles. The Company continues to open new distributor channels,
increase growth in the existing  distributor  channels and pursue additional OEM
opportunities.  The Language  Assistant Series  Localized  version and the Power
Translator and Language  Assistant  Series  versions for Windows in CD-ROM media
have been the primary vehicle for sales to the Company's  distributors  and have
been well  accepted.  In addition,  the Company  introduced  Web  Translator and
Telegraph  in March  1996,  Power  Translator  6.0 in June  1996,  Talk to Me in
December  1996,  and Power  Translator  Pro 6.2 in March 1997, all of which have
also been well  accepted and  contributed  to sales during the period ended June
30, 1997.

International  sales for the three months  ended June 30, 1997,  decreased 7% to
$2,122,000  from  $2,690,000 for the  corresponding  period in 1996. For the six
months ended June 30, 1997,  international sales decreased 8% to $4,007,000 from
$4,455,000 for the  corresponding  period in 1996. The primary exports have been
to Europe,  Canada and Latin  America.  International  sales have been primarily
attributable to further  development of the Company's  network of  international
distributors,  along with additional OEM contracts entered into in Latin America
and  Europe.  The  Company  has also  shifted  its focus in Europe away from the
exclusive use of key major  distributors  towards smaller,  more active,  second
tier  distributors who are better able to promote and sell its products into the
retail channel of their respective geographical locations.

Translation service revenue for the three months ended June 30, 1997,  increased
36% to $449,000  from $329,000 for the  corresponding  period in the prior year.
For the six months ended June 30, 1997,  translation  service revenue  increased
25% to $599,000 from $479,000 for the corresponding period in 1996.

Sales returns and  allowances  decreased to $1,417,000  for the six months ended
June 30, 1997,  compared to  $1,723,000  for the  corresponding  period in 1996,
primarily  due to the decrease in product  sales.  The Company has continued its
efforts to reduce distributor  inventory and align  sell-through  campaigns with
sales of products into the channels. Distribution agreements typically allow for
the return of certain  merchandise to provide for stock  balancing.  The Company
continuously  monitors these programs and makes appropriate  accruals monthly to
handle future distribution stock balancing.  The following table shows the gross
product sales, returns and net product sales for the periods indicated.




                                                 Six months ended June 30,
                                               1997                    1996
                                          --------------------------------------
                                                               
    Gross Product Sales                   $   7,985,000            $  8,998,000
    Returns                                  (1,417,000)             (1,723,000)
                                          --------------------------------------
    Net Product Sales                     $   6,568,000            $  7,275,000
                                          --------------------------------------


Cost of products sold for the three months ended June 30, 1997, decreased 20% to
$386,000 from $482,000 for the  corresponding  period in the prior year. For the
six months ended June 30, 1997,  cost of products sold  decreased 1% to $862,000
from $867,000 for the  corresponding  period in the prior year.  The decrease in
cost of products  sold was primarily due to decreased  product  sales.  This was
partially  offset by the increased  costs of certain  products due to associated
royalties  for the  licensing  of  products,  such as  Talk to Me,  and  various
features,  such as  speech  recognition  and word  processing  filters  in other


                                       8



products.  Gross profit margin was 89% for the three months ended June 30, 1997,
compared to 88% for the  corresponding  period in 1996. For the six months ended
June 30, 1997, gross profit margin was 88% compared to 89% for the corresponding
period in 1996.

Amortization  of capitalized  software for the three months ended June 30, 1997,
increased  12% to $184,000  from  $164,000 for the  corresponding  period in the
prior year. For the six months ended June 30, 1997,  amortization of capitalized
software increased 41% to $358,000 from $254,000 for the corresponding period in
the prior year. The increase is due to the release of new products in the latter
part of 1996  and in March of 1997 for  which  previously  capitalized  software
development costs began to be amortized.

Direct labor and fringes,  which principally include charges for independent and
in-house translators within the translation services group, decreased 5% for the
three  months  ended  June  30,  1997,   to  $153,000   from  $161,000  for  the
corresponding  period in 1996.  For the six months ended June 30,  1997,  direct
labor and fringes  decreased 14% to $223,000 from $259,000 for the corresponding
period in 1996.  These  expenses  decreased  from 54% to 37% as a percentage  of
Translation  Services  revenues.  This  decrease was primarily  attributable  to
fluctuations  in the number and relative  size of jobs being  performed,  as the
gross  margin  varies with the size of the job. The Company has  experienced  an
increase  in the number of larger  jobs being  performed,  which  carry a higher
gross margin.

Product   development   expenses,   which   consist  of  the  current   cost  of
non-capitalizable development expenses, decreased 41% for the three months ended
June 30, 1997,  to $215,000 from  $362,000 for the  corresponding  period in the
prior year. For the six months ended June 30, 1997, product development expenses
decreased  40% to $438,000  from  $727,000 for the  corresponding  period in the
prior year. The decrease was a result of the Company's completion of several new
products resulting in reduced costs associated with certain outside  consultants
who were assisting in the development of those products.

Selling,  marketing  and other  expenses,  which  include  the costs of selling,
marketing,  customer  support,  shipping and  administration  for product sales,
decreased  9%, or $193,000,  to  $1,874,000  for the three months ended June 30,
1997, from $2,067,000 for the  corresponding  period in 1996. For the six months
ended June 30, 1997,  selling,  marketing  and other  expenses  decreased 8%, or
$323,000,  to $3,663,000 from $3,986,000 for the  corresponding  period in 1996.
This decrease was primarily  attributable  to the Company's  increased  focus of
fiscal  resources  on  more  effective   promotion  and  advertising   programs,
particularly in print media and retail store promotions.

General and  administrative  expenses  consist  primarily of payroll and related
expenses,  occupancy costs,  travel and related expenses for senior  management,
finance and  accounting,  legal and  administration.  For the three months ended
June 30, 1997,  these  expenses  increased  23%, or $177,000,  to $950,000  from
$773,000  for the  corresponding  period in the prior  year.  For the six months
ended June 30, 1997,  these expenses  increased 18%, or $271,000,  to $1,812,000
from  $1,541,000 for the  corresponding  period in the prior year. The increases
occurred  primarily in the areas of payroll,  legal fees,  insurance costs, rent
and  depreciation  as a result of  additional  expenses  incurred to support the
anticipated growth of the Company.

Interest  expense was $1,000 for the three months ended June 30, 1997,  compared
to $4,000 for the  corresponding  period in 1996.  For the six months ended June
30, 1997,  interest expense was $13,000 compared to interest income of less than
$1,000 for the  corresponding  period in 1996. This was due to interest  expense
incurred as a result of draws on the Company's  revolving and equipment lines of
credit.

Income Tax Expense

No provision  for income taxes was required due to the  Company's  net operating
loss  ("NOL")  carryforwards.  Approximately  $9,084,000  of  NOL  carryforwards
existed at December 31, 1996.  Accordingly,  the NOL  carryforwards  at June 30,
1997,  are sufficient to cover any potential  income tax expense  generated as a
result of the earnings as reported.


                                       9



Liquidity and Financial Resources

The Company  anticipates  that the net proceeds  from the private  placements in
October  and  December  1996 and  March  1997,  together  with  cash  flow  from
operations,  existing cash balances, and periodic borrowings under the Company's
bank  line of  credit  will be  adequate  to meet the  Company's  expected  cash
requirements through 1997.

While operating  activities may provide cash in certain  periods,  to the extent
the Company  experiences growth in the future, the Company  anticipates that its
operating and product  development  activities  may use cash and,  consequently,
such growth may require the Company to obtain  additional  sources of financing.
There can be no assurances that  unforeseen  events may not require more working
capital than the Company currently has at its disposal.

The Company has secured a  $2,000,000  revolving  short-term  line of credit,  a
$2,000,000  revolving  intermediate line of credit and a $750,000 equipment line
of credit with First  Union  National  Bank.  As of June 30,  1997,  there was a
$750,000 loan balance  outstanding under the revolving  intermediate line, which
is being used to bridge  cash needs  between  maturity  dates of its  short-term
investments.  The Company also had $488,000 outstanding under the equipment line
which was used to pay off prior financing of equipment  purchases and to finance
additional equipment purchases.

Other than as discussed above, the Company is not aware of any known trends,  or
uncertainties,  that have had or are reasonably likely to have a material effect
on the Company's liquidity, capital resources or operations.


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PART II.          OTHER INFORMATION

Item 6.           Exhibits and Reports on Form 8-K

         a.       Exhibits

                  None.

         b.       Reports on Form 8-K

                  The  Company   filed  a  report  in  order  to  disclose   the
                  resignation  of  Michael  J.  Murphy  as  a  director  of  the
                  Registrant on Form 8-K on June 4, 1997.


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                                   SIGNATURES





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



                                            GLOBALINK, INC.
                                            (Registrant)




Date:  July 30, 1997                        By:/s/Mark A. Paiewonsky
                                            ------------------------
                                            Mark A. Paiewonsky
                                            Chief Financial & Accounting Officer


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