FDN,  Inc.  and  subsidiaries
Computations  of  Per  Share  Earnings  (unaudited)

                           Quarter       Quarter      6 months      6 months
Periods ended June 30       2000          1999          2000          1999

Net  Loss              $(3,065,019)   $  (655,321)  $(5,040,347)  $(1,280,585)
Weighted  average
 shares outstanding     45,892,858     39,261,735    43,501,762    37,383,083
Basic loss per share   $     (0.07)   $     (0.02)  $     (0.12)  $     (0.03)

Loss  per  common  share  is  computed based on net loss divided by the weighted
average  number  of  shares outstanding during the respective periods presented.
Diluted  loss  per share is not presented since stock options are anti-dilutive.

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.

FDN,  Inc.


/s/
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By:

Dated:  This 21st day of August, 2000