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                                                                      EXHIBIT 11



                              NEMATRON CORPORATION
                    CALCULATION OF EARNINGS (LOSS) PER SHARE
           THREE AND SIX MONTH PERIODS ENDED MARCH 31, 1997 AND 1996





                                                                                  THREE MONTHS ENDED            SIX MONTHS ENDED
                                                                                        MARCH 31                     MARCH 31
                                                                                 ---------------------     ------------------------
                                                                                    1997        1996           1997         1996
                                                                                 ----------  ----------    ------------ ------------
                                                                                                             
ASSUMPTIONS:
  Shares outstanding at the end of the period                                    5,216,322    3,037,710     5,216,322     3,037,710
  Weighted average common shares outstanding                                     4,607,802    2,915,070     4,586,941     2,892,217
  Weighted average options and warrants outstanding                       A        851,508    1,161,517       851,508     1,119,507
  Number of options and warrants outstanding at end of period             B        946,238    1,054,525       946,238     1,054,525
  20% of weighted average common shares outstanding                              1,043,264      607,542     1,043,264       607,542
  Number of common shares obtainable upon exercise of outstanding                                                      
      options and warrants as a percentage of outstanding common                                                       
      shares                                                                         18.14%       34.71%        18.14%        34.71%
  Average exercise price of options and warrants                          C          $5.41        $3.41         $4.97         $3.30
  Average market price of common stock during the period                  D          $6.30        $7.18         $6.76         $6.02
  Number of common shares obtainable upon exercise of outstanding                                                      
      options and warrants, limited to 20% of outstanding shares          E        571,481      500,940       531,941       607,542
                                                                                                                       
COMPUTATIONS:                                                                                                          
  APPLICATION OF ASSUMED PROCEEDS:                                                                                     
    Toward repurchase of outstanding common stock at average                                                           
      market price and using weighted average options and warrants                                                     
      outstanding, limited to 20% of outstanding shares                  A*C    $4,603,679    3,597,522    $4,603,679     3,660,057
    Toward reduction of debt for shares in excess of 20%                                                                     62,536
                                                                              ------------   ----------    ----------    ----------
    Total proceeds from exercise of options and warrants                        $4,603,679   $3,597,522    $4,603,679    $3,722,593
                                                                              ============   ==========    ==========    ==========

  ADJUSTMENT OF NET INCOME (LOSS):                                                                                     
    Actual net income (loss)                                              F    ($2,656,641)     $69,664   ($2,646,125)     $130,719
    Interest reduction at 9.50% in FY 1997                                               -                          -  
    Interest reduction of 10.75% in FY 1996                                                           -                       1,602
                                                                              ------------   ----------    ----------    ----------
    Adjusted net income (loss)                                            G    ($2,656,641)     $69,664   ($2,646,125)     $132,321
                                                                              ============   ==========    ==========    ==========
                                                                                                                       
  ADJUSTMENT OF SHARES OUTSTANDING:                                                                                    
    Weighted average common shares outstanding                            H      4,607,802    2,915,070     4,586,941     2,892,217
    Net additional shares outstanding                                    A-E       280,028      660,577       319,567       511,965
                                                                              ------------   ----------    ----------    ----------
    Adjusted shares outstanding                                           I      4,887,830    3,575,647     4,906,508     3,404,182
                                                                              ============   ==========    ==========    ==========
                                                                                                                       
  EARNINGS (LOSS) PER SHARE:                                                                                           
    Before adjustment                                                    F/H       ($0.577)      $0.024       ($0.577)       $0.045
    After adjustment                                                     G/I       ($0.544)      $0.019       ($0.539)       $0.039
                                                                                                                       
    USE FOR PRIMARY EARNINGS(LOSS) PER SHARE FOR FINANCIAL STATEMENTS               ($0.58)       $0.02        ($0.58)        $0.04
                                                                              ============   ==========    ==========    ==========