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ELECTRONIC DESIGNS, INC.

EXHIBIT 11                 Statement re: computation of per share earnings





NET INCOME (LOSS) PER SHARE


                                                   THREE MONTHS ENDED
                                            -------------------------------- 
                                            DECEMBER 29,        DECEMBER 30,
                                               1996                 1995

                                                           
Net income (loss)                            $1,271,000          $ (921,000)
Adjustments thereto(1)                          164,000                   -
                                             ----------          ---------- 

Adjusted net income (loss)                   $1,435,000          $ (921,000)
                                             ==========          ========== 

Weighted average shares
 outstanding                                  6,612,000           4,819,000
Adjustments thereto(2)                        3,202,000                   -
                                             ----------          ---------- 

Shares used in computation                    9,814,000           4,819,000
                                             ==========          ========== 
Net income (loss) per share(3)               $     0.15          $    (0.19)
                                             ==========          ========== 
<FN>



     (1)In accordance with the modified treasury stock method, the proceeds from
         the exercise of stock options and warrants are first used to buy back
         up to 20% of the Company's common stock at the average price for the
         period. Any remaining proceeds are used to retire outstanding debt,
         which adjusts income for interest assumed to be saved (net of income
         tax effect), and, to the extent there are proceeds remaining after the
         assumed debt retirement, used to invest in commercial paper, which
         further adjusts income for interest assumed to be earned (net of income
         tax effect).

     (2)Adjusts the weighted average number of shares outstanding for (i) all
         stock options and warrants using the modified treasury stock method, if
         dilutive; and (ii) the conversion of preferred stock using the
         if-converted method, if dilutive.

     (3)Primary and fully-diluted earnings per share are the same.        



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