UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                  SCHEDULE 13G



                  UNDER THE SECURITIES AND EXCHANGE ACT OF 1934

                               (AMENDMENT NO. 2)1/


                                Media Logic, Inc.
                                (Name of Issuer)

                          Common Stock - $.01 Par Value
                         (Title or Class of Securities)

                                  58441B-10-0
                                 (CUSIP Number)


Check the following box if fee is being paid with this statement:[]
(A fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).







- -------------------------------------------------------------------------
 1    NAMES OF REPORTING PERSONS
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

      David R. Lennox
- -------------------------------------------------------------------------
 2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
      (SEE INSTRUCTIONS)
                                                          (A)[]
                                                          (B)[]

- -------------------------------------------------------------------------
 3    SEC USE ONLY


- -------------------------------------------------------------------------
 4    CITIZENSHIP OF PLACE OR ORGANIZATION

      Dominion of Canada
- -------------------------------------------------------------------------
                    5    SOLE VOTING POWER

   NUMBER OF             817,900
    SHARES         ------------------------------------------------------
  BENEFICIALLY      6    SHARED VOTING POWER
    OWNED BY     
     EACH                None
   REPORTING       ------------------------------------------------------
    PERSON          7    SOLE DISPOSITIVE POWER
     WITH
                         817,900
                   ------------------------------------------------------
                    8    SHARED DISPOSITIVE POWER

                         None
- -------------------------------------------------------------------------
 9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      817,900
- -------------------------------------------------------------------------
10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
      (SEE INSTRUCTIONS)                                     []

- -------------------------------------------------------------------------
11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

      13.2%
- -------------------------------------------------------------------------
12    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

      IN
- -------------------------------------------------------------------------






ITEM 1(A). NAME OF ISSUER:

Media Logic, Inc., a Massachusetts corporation (the "Company").

ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

The principal executive office of the Company is located at 310 South Street,
Plainville, Massachusetts 02762.

ITEM 2(A). NAME OF PERSON FILING:

This statement is filed by David R. Lennox.

ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

The address of the person filing is 65 Summer Street, P.O. Box 217,
Sheldonville, MA 02070.

ITEM 2(C). CITIZENSHIP:

The Citizenship of the person filing is the Dominion of Canada.

ITEM 2(D). TITLE OF CLASS OF SECURITIES:

This statement relates to the Company's Common Stock, $.01 par value per share.

ITEM 2(E). CUSIP NUMBER:

The CUSIP number for the Company's Common Stock is 58441B-10-0.







ITEM 3.    IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR
           13D-2(B), CHECK WHETHER THE PERSON FILING IS A:

Not applicable; filed pursuant to Rule 13d-1(c).

     (A)   [] Broker or dealer registered under Section 15 of the Act.
     (B)   [] Bank as defined in Section 3(a)(6) of the Act.
     (C)   [] Insurance  Company as defined in Section 3(a)(19) of the Act.
     (D)   [] Investment Company registered under Section 8 of the Investment
              Company Act.
     (E)   [] Investment Adviser registered under Section 203 of the
              Investment Advisers Act of 1940.
     (F)   [] Employee Benefit Plan, Pension Fund which is subject to the
              provisions of the Employee Retirement Income Security Act of 1974
              or Endowment Fund; see 13d-1(b)(1)(ii)(F).
     (G)   [] Parent Holding Company, in accordance with Rule 13d-1(b)(1)
              (ii)(G); see Item 7.
     (H)   [] Group, in accordance with Rule 13d-1(b)(1)(ii)(H).

ITEM 4.    OWNERSHIP:

     (a) Amount beneficially owned: 817,900 (Includes 18,400 shares held in
         trust for the benefit of the Reporting Person's minor son. The trustees
         of such trust have sole power to vote and dispose of such shares. The
         Reporting Person disclaims beneficial ownership of such shares and the
         filing of this Schedule 13G is not an admission that the Reporting
         Person is the beneficial owner of such shares for purposes of Section
         13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or
         for any other purpose.)

     (b) Percent of class: 13.2%
     (c) Number of shares as to which such person has:

         (i)    Sole Power to vote or to direct the vote: 817,900 shares
                (see 4(a)above).
         (ii)   Shared power to vote or to direct the vote:  None.
         (iii)  Sole power to dispose or to direct the disposition of:  817,900
                shares (see 4(a) above).
         (iv)   Shared power to dispose or to direct the disposition of:  None

ITEM 5.    OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

Not applicable.

ITEM 6.    OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
           ANOTHER PERSON:

Not applicable.







ITEM 7.    IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
           ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
           HOLDING COMPANY:

Not applicable.

ITEM 8.    IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

Not applicable.

ITEM 9.    NOTICE OF DISSOLUTION OF GROUP:

Not applicable.

ITEM 10.   CERTIFICATION:

Not applicable.



                              SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

                                           March 1, 1996
                                    --------------------------------
                                                    (Date)

                                           /s/ David R. Lennox                
                                    --------------------------------
                                                 David R. Lennox








      1/The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.