SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON, D.C.  20549


                            FORM 8-K


                         CURRENT REPORT

               Pursuant to Section 13 or 15(d) of
               the Securities Exchange Act of 1934


  Date of Report                                 APRIL 29, 1997
  (Date of earliest event reported)


                   LOGIC DEVICES INCORPORATED
     (Exact name of Registrant as specified in its charter)


                           CALIFORNIA
          (State or other jurisdiction of incorporation)


           0-17187                            94-2893789
  (Commission File Number)                (I.R.S.      Employer
                                           Identification Number)


 1320 ORLEANS DRIVE, SUNNYVALE, CALIFORNIA            94089
 (Address of principal executive offices)           (Zip Code)



                         (408) 542-5400
     (Registrant's telephone number, including area code)




 ITEM 5.  OTHER INFORMATION

     On  April  29,  1997,  the  Board  of  Directors  of  Logic  Devices
 Incorporated (the "Company") declared a dividend of one preferred  share
  purchase  right (a "Right") for each outstanding share of common stock,
 no par value  per  share,  of  the  Company  (the  "Common Stock").  The
 dividend of the Rights is payable on May 1, 1997, to the shareholders of
 record as of May 1, 1997 (the "Record Date").  Each  Right  entitles the
  registered  holder  thereof,  under  certain limited circumstances,  to
 purchase from the Company one one-hundredth  of  a  share  of  Series  B
  Junior Participating Preferred Stock, no par value, of the Company (the
 "Preferred Stock") at a price of $12.00 per one one-hundredth of a share
 of  Preferred  Stock (the "Purchase Price"), subject to adjustment.  The
 description and  terms of the Rights are set forth in a Rights Agreement
 dated as of April 30, 1997, as the same may be amended from time to time
 (the "Rights Agreement"),  between  the  Company and American Securities
 Transfer & Trust, Inc., as Rights Agent (the "Rights Agent").

     Until  the  earlier  to  occur  of (i) 10 days  following  a  public
 announcement that a person or group of  affiliated or associated persons
 (with certain exceptions, an "Acquiring Person") has acquired beneficial
 ownership of 15% or more of the outstanding  shares  of  Common Stock or
 (ii) 10 business days (or such later date as may be determined by action
 of the Board of Directors prior to such time as any person  or  group of
   affiliated   persons   becomes  an  Acquiring  Person)  following  the
 commencement of, or announcement of an intention to make, a tender offer
  or  exchange  offer the consummation  of  which  would  result  in  the
 beneficial ownership  by  a  person  or  group  of  15%  or  more of the
  outstanding  shares  of  Common Stock (the earlier of such dates  being
 called the "Distribution Date"),  the  Rights  will  be  evidenced, with
 respect to any of the Common Stock certificates outstanding  as  of  the
  Record  Date,  by such Common Stock certificate together with a copy of
 this Summary of Rights.

     The Rights Agreement  provides that, until the Distribution Date (or
 earlier expiration of the Rights),  the  Rights will be transferred with
 and only with the Common Stock.  Until the Distribution Date (or earlier
 expiration of the Rights), new Common Stock  certificates  issued  after
  the  Record  Date  upon  transfer or new issuances of Common Stock will
 contain a notation incorporating  the  Rights  Agreement  by  reference.
  Until the Distribution Date (or earlier expiration of the Rights),  the
 surrender  for  transfer  of any certificates for shares of Common Stock
 outstanding as of the Record  Date, even without such notation or a copy
 of this Summary of Rights, will  also  constitute  the  transfer  of the
  Rights  associated  with the shares of Common Stock represented by such
 certificate.  As soon  as  practicable  following the Distribution Date,
 separate certificates evidencing the Rights  ("Right Certificates") will
 be mailed to holders of record of the Common Stock  as  of  the close of
  business  on the Distribution Date and such separate Right Certificates
 alone will evidence the Rights.

     The Rights  are  not  exercisable  until the Distribution Date.  The
  Rights  will expire on April 29, 2007 (the  "Final  Expiration  Date"),
 unless the  Final  Expiration Date is advanced or extended or unless the
 Rights are earlier redeemed or exchanged by the Company, in each case as
 described below.

     The Purchase Price  payable  and  the  number of shares of Preferred
 Stock or other securities or property issuable,  if  the  Rights  become
  exercisable  and  they are properly exercised, is subject to adjustment
 from time to time to  prevent  dilution  (i)  in  the  event  of a stock
 dividend on, or a subdivision, combination or reclassification  of,  the
  Preferred  Stock, (ii) upon the grant to holders of the Preferred Stock
 of certain rights  or  warrants  to  subscribe for or purchase Preferred
 Stock at a price, or securities convertible  into Preferred Stock with a
  conversion  price,  less  than  the then-current market  price  of  the
  Preferred  Stock  or (iii) upon the  distribution  to  holders  of  the
  Preferred  Stock of evidences  of  indebtedness  or  assets  (excluding
 regular periodic cash dividends or dividends payable in Preferred Stock)
 or of subscription  rights  or  warrants  (other  than those referred to
 above).

     The  number of outstanding Rights is subject to  adjustment  in  the
 event of a  stock  dividend  on  the  Common  Stock payable in shares of
  Common  Stock or subdivisions, consolidations or  combinations  of  the
 Common Stock  occurring,  in  any  such  case, prior to the Distribution
 Date.

     Shares of Preferred Stock purchasable  upon  exercise  of the Rights
 will not be redeemable.  Each one one-hundredth of a share of  Preferred
  Stock  will  be  entitled,  when, as and if declared, to a preferential
 quarterly dividend payment equal  to  the  greater of:  (a) $.01 per one
  one-hundredth of a share and (b) an aggregate  dividend  equal  to  the
  dividend  declared  per  share  of  Common  Stock.   In  the  event  of
 liquidation,  dissolution  or  winding up of the Company, the holders of
 each one one-hundredth of a share of Preferred Stock will be entitled to
 a preferential payment equal to  the greater of:  (a) $1.00 per one one-
 hundredth of a share (plus any accrued but unpaid dividends) and (b) the
 payment made per share of Common Stock.   Each  one  one-hundredth  of a
  share  of  Preferred Stock will have one vote, voting together with the
 Common Stock.   Finally,  in  the  event of any merger, consolidation or
  other  transaction in which outstanding  shares  of  Common  Stock  are
 converted  or  exchanged, each one one-hundredth of a share of Preferred
 Stock will be entitled to receive an amount equal to the amount received
 per share of Common  Stock.   These  rights  are  protected by customary
 antidilution provisions.

     Because of the nature of the Preferred Stock's dividend, liquidation
  and  voting rights, the value of the one one-hundredth  interest  in  a
 share of Preferred Stock purchasable upon exercise of each Right (if and
  when  it   becomes  excercisable  and  is  properly  exercised)  should
 approximate the value of one share of Common Stock.

     In the event  that  any  person or group of affiliated or associated
 persons becomes an Acquiring Person,  each holder of a Right, other than
 Rights beneficially owned by the Acquiring  Person (which will thereupon
 become void), will thereafter have the right to receive upon exercise of
 a Right that number of shares of Common Stock  having  a market value of
 two times the exercise price of the Right.

     In the event that, after a person or group has become  an  Acquiring
  Person,  the  Company  is  acquired  in  a  merger  or  other  business
  combination  transaction  or 50% or more of its consolidated assets  or
 earning power are sold, proper  provisions  will  be  made  so that each
 holder of a Right (other than Rights beneficially owned by an  Acquiring
  Person  which will have become void) will thereafter have the right  to
 receive upon  the  exercise  of  a Right that number of shares of common
 stock of the person with whom the  Company  has engaged in the foregoing
 transaction (or its parent) that at the time  of such transaction have a
 market value of two times the exercise price of the Right.

     At any time after any person or group becomes  an  Acquiring  Person
  and prior to the earlier of one of the events described in the previous
 paragraph  or the acquisition by such Acquiring Person of 50% or more of
 the outstanding  shares  of  Common Stock, the Board of Directors of the
  Company  may exchange the Rights  (other  than  Rights  owned  by  such
 Acquiring Person  which will have become void), in whole or in part, for
 shares of Common Stock  or Preferred Stock (or a series of the Company's
 preferred stock having equivalent  rights,  preferences and privileges),
 at an exchange ratio of one share of Common Stock, or a fractional share
  of  Preferred  Stock  (or other preferred stock)  equivalent  in  value
 thereto, per Right.

     With certain exceptions, no adjustment in the Purchase Price will be
 required until cumulative  adjustments require an adjustment of at least
 1% in such Purchase Price.   No  fractional shares of Preferred Stock or
 Common Stock will be issued (other  than  fractions  of  Preferred Stock
  which  are  integral  multiples  of  one  one-thousandth of a share  of
 Preferred Stock, which may, at the election of the Company, be evidenced
 by depository receipts), and in lieu thereof  an adjustment in cash will
 be made based on the current market price of the  Preferred Stock or the
 Common Stock.

     At any time prior to the time an Acquiring Person  becomes such, the
 Board of Directors of the Company may redeem the Rights  in  whole,  but
 not in part, at a price of $.01 per Right (the "Redemption Price").  The
  redemption  of  the  Rights may be made effective at such time, on such
 basis and with such conditions  as  the  Board  of Directors in its sole
  discretion  may  establish.   Immediately  upon any redemption  of  the
 Rights, the right to exercise the Rights will  terminate  and  the  only
 right of the holders of Rights will be to receive the Redemption Price.

     For  so  long  as  the  Rights are then redeemable, the Company may,
 except with respect to the redemption  price, amend the Rights Agreement
 in any manner.  After the Rights are no  longer  redeemable, the Company
  may,  except  with respect to the redemption price,  amend  the  Rights
 Agreement in any  manner that does not adversely affect the interests of
 holders of the Rights.

     Until a Right becomes  exercisable  and  is  properly  exercised  or
  exchanged,  the  holder thereof, as the holder of a Right, will have no
 rights as a shareholder  of  the Company, including, without limitation,
 no right to vote or to receive dividends.

     A copy of the Rights Agreement  has  been  filed with the Securities
 and Exchange Commission as an Exhibit to the Company's report on Form 8-
 A, dated May 2, 1997.  A copy of the Rights Agreement  is available free
 of charge from the Company.  This summary description of the Rights does
 not purport to be complete and is qualified in its entirety by reference
 to the Rights Agreement, as the same may be amended from  time  to time,
 which is incorporated herein by this reference.

     The form of Rights Agreement between the Corporation and the  Rights
  Agent  specifying  the  terms  of  the  Rights, together with Exhibit A
 thereto, the form of Certificate of Determination  specifying  the terms
 of the Series B Junior Participating Preferred Stock; Exhibit B thereto,
  the  form  of  Right  Certificate;  and  Exhibit C thereto, the form of
  Summary of Rights to Purchase Series B Junior  Participating  Preferred
 Stock,  are  attached  to such Form 8-A as exhibits and are incorporated
  herein  by reference.  The  foregoing  description  of  the  Rights  is
 qualified by reference to those exhibits.

 ITEM 7.  FINANCIAL  STATEMENTS,  PRO  FORMA  FINANCIAL  INFORMATION  AND
 EXHIBITS

     (a)  FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.

          None.

     (b)  PRO FORMA FINANCIAL INFORMATION.

          None.

     (c)  EXHIBITS.

          (1)  Rights Agreement dated as of April 30, 1997, between Logic
               Devices  Incorporation  and American Securities Transfer &
               Trust,  Inc.,  as  Rights  Agent.   The  Rights  Agreement
               includes  as  Exhibit  A  the  form   of   Certificate  of
               Designations  of  Series A Junior Participating  Preferred
               Stock; as Exhibit B, the form of Right Certificate; and as
               Exhibit C, the form  of  the Summary of Rights to Purchase
               Series   A   Junior   Participating    Preferred    Stock.
               Incorporated  by reference to the Company's Form 8-A filed
               with the Commission on May 2, 1997.

          (2)  Press Release dated April 29, 1997.


                            SIGNATURES

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


     LOGIC DEVICES INCORPORATED



 Dated:  May 5, 1997          /S/ Todd J. Ashford
                              Todd J. Ashford, Chief Financial Officer