RegistrationNo. 333-

                                
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                         ______________
                                
                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                         _______________
                                
                       RESPONSE USA, INC.
     (Exact Name Of Registrant As Specified In Its Charter)
                                
                       11-H Princess Road
                 Lawrenceville, New Jersey 08648
                 (address of principal executive
                   office including zip code)

          Delaware                              22-3088639
(State  or  other jurisdiction of            (I.R.S.Employer
   incorporation or organization)         Identification Number)

                        Response USA, Inc.
                      1994 Stock Option Plan
                       (full title of plan)
                       ____________________
                                
                   Richard M. Brooks, President
                        Response USA, Inc.
                        11-H Princess Road
                 Lawrenceville, New Jersey 08648
                         (609) 896-4500
                                
     (Name, address and telephone number of agent for service)
                                
                         With Copies To:

                        Felice F. Mischel, Esq.
                          Thomas A. Rose, Esq.
                 Schneck Weltman Hashmall & Mischel LLP
                      1285 Avenue of the Americas
                        New York, New York 10019
                            (212) 956-1500
                            ________________

                   CALCULATION OF REGISTRATION FEE


------------------------------------------------------------------------------
Title of                             Proposed     Proposed    Proposed
Each Class                           Maximum      Maximum     Amount of
of Securities         Amount of      Offering     Aggregate   Regis-
To Be                 Shares To Be   Price Per    Offering    tration
Registered            Registered(1)  Security(1)  Price(1)    Fee
------------------------------------------------------------------------------

Common Stock,
par value $.008
per share ("Common Stock")
issuable upon exercise of
incentive options          66,550      $2.625      $174,694      $52.94

Common Stock issuable upon
exercise of non-incentive
options                   105,208        $.10       $10,520       $3.19

Common Stock issuable upon
exercise of options (2)   600,000       $2.50    $1,500,000     $454.55

Resale of Common Stock
issuable  upon  exercise  
of  options               771,758      $3.125    $2,411,744     $730.83


Total                                                         $1,241.51

------------------------------------------------------------------------------

      (1)   Estimated pursuant to Rule 457 (c) and (h) based on  the
high  bid  price  of  the  Common Stock as reported  on  the  Nasdaq
SmallCap Market on March 12, 1997.

      (2)  For shares issuable pursuant to stock options outstanding
at  April 4, 1996, calculated pursuant to Rule 457(h) based on  the
exercise price of such options.



                              PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



Item 3.   Incorporation of Documents by Reference.

      The  following  documents filed with the  Securities  Exchange
Commission  (the "Commission") are incorporated in this Registration
Statement by reference:

      The  Registrant's Annual Report on Form 10-KSB\A for the  year
ended June 30, 1996, and the Registrant's Quarterly Reports on  Form
10-QSB\A  for  the Quarters ended September 30, 1996 and December  31,
1996.

      All  documents subsequently filed by the Company  pursuant  to
Sections  12(a), 13(c), 14 and 15(d) of the Securities Exchange  Act
of  1934,  prior  to the filing of a post-effective amendment  which
indicates  that  all  securities offered have  been  sold  or  which
deregisters all securities then remaining unsold, shall be deemed to
be  incorporated by reference in this Registration Statement and  to
be part hereof from the date of filing of such documents.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

      The  validity  of the securities registered  hereby  is  being
passed  upon for the Company by Schneck Weltman Hashmall  &  Mischel
LLP, 1285 Avenue of the Americas, New York, New York 10019.

Item 6.   Indemnification of Directors and Officers.

          Article V of the Company's Bylaws provides the following:

           5.1   Right  to  Indemnification.  The Corporation  shall
indemnify any person who was or is a party or threatened to be  made
a  party  to  any threatened, pending or completed action,  suit  or
proceeding, whether civil, criminal, administrative or investigative
(collectively, a "proceeding"), by reason of the fact whether civil,
criminal,   administrative   or   investigative   (collectively,   a
"proceeding"),  by  reason of the fact  such  person  is  or  was  a
director  or officer of the Corporation or a constituent corporation
absorbed  in  a consolidation or merger (hereinafter, a "constituent
corporation"),  or  is  or  was  serving  at  the  request  of   the
Corporation  or  a  constituent corporation as a director,  officer,
partner,  employee  or  agent of another  corporation,  partnership,
joint venture or other enterprise or entity, or is or was a director
or  officer  of  the  Corporation  serving  at  its  request  as  an
administrator,  trustee or other fiduciary of one  or  more  of  the
employee benefit plans, if any, of the Corporation or another entity
which  may  be  in  effect from time to time (any  such  person,  an
"Authorized  Representative"), against all expenses,  liability  and
loss actually and reasonably incurred or suffered by such Authorized
Representative  in connection with such proceeding, whether  or  not
the indemnified liability arises or arose from any proceeding by  or
in  the right of the Corporation, to the extent that such Authorized
Representative is not otherwise indemnified and to the  extent  that
such indemnification is not prohibited by law as it presently exists
or may hereafter be amended.

           5.2  Advance of Expenses.  The Corporation shall pay  all
reasonable  expenses  incurred  by an Authorized  Representative  in
defending a Proceeding in advance of the final disposition  of  such
Proceeding, upon receipt by the Corporation of a written undertaking
by  or  on  behalf of such Authorized Representative  to  repay  all
amounts  advanced  (without interest unless  a  court  of  competent
jurisdiction determined the payment of interest is required by  law)
if  it shall ultimately be determined that he is not entitled to  be
indemnified by the Corporation.

            5.3   Procedure  for  Determining  Permissibility.    To
determine  whether  any  indemnification under  this  Article  V  is
permissible, the Board by a majority vote of a quorum consisting  of
directors not parties to such proceeding may, and on request of  any
Authorized Representative seeking indemnification shall be  required
to,  determine in each case whether the applicable standards in  any
applicable  statute have been required to, determine  in  each  case
whether the applicable standards in any applicable statute have been
met, or such determination shall be made (a) the stockholders of the
Corporation or (b) by independent legal counsel in a written opinion
if such quorum is not obtainable, or, even if obtainable, a majority
vote  of  a  quorum of disinterested directors so directs;  provided
that,  if  there  has  been a change in control of  the  Corporation
between the time of the action or failure to act giving rise to  the
claim  for indemnification and the time such claim is made,  at  the
option of the Authorized Representative seeking indemnification, the
permissibility of indemnification shall be determined by independent
legal counsel.  If a claim for indemnification under this Article is
not  paid  in  full within ninety (90) days after  a  written  claim
therefor has been received by the Corporation, the claimant may file
suit to recover the unpaid amount of such claim, and the Corporation
shall  have the burden of proving that the claimant was not entitled
to   the  requested  indemnification  under  applicable  law.    The
reasonable  expenses of any Authorized Representative in prosecuting
a successful claim for indemnification, and the fees and expenses of
any independent legal counsel engaged to determine permissibility of
indemnification, shall be borne by the Corporation.  For purposes of
this  paragraph,  "independent legal counsel"  means  legal  counsel
other than that regularly or customarily engaged by or on behalf  of
the Corporation.

           5.4  Proceedings Initiated by Authorized Representatives.
Notwithstanding  any  other  provision  of  this  Article   V,   the
Corporation   shall   be  requested  to  indemnify   an   Authorized
Representative  in  connection with a proceeding initiated  by  such
Authorized  Representative only if the proceeding was authorized  by
the Board.

           5.5   Indemnification Not Exclusive; Inuring of  Benefit.
The  indemnification provided by this Article V shall not be  deemed
exclusive  of  any other right to which one seeking  indemnification
may  have or hereafter acquired under any statute, provision of  the
Certificate  of  Incorporating, these  Bylaws,  agreement,  vote  of
stockholders  or  disinterested directors of  otherwise,  and  shall
inure  to the benefit of the heirs, executors and administrators  of
any person.

          5.6  Insurance and Other Indemnification.  The Board shall
have  the  power  to (i) authorize the Corporation to  purchase  and
maintain, at the Corporation's expenses, insurance on behalf of  the
Corporation and on behalf of others to the extent that power  to  do
so  has  not been prohibited by applicable law, and (ii) give  other
indemnification to the extent not prohibited by applicable law.

           5.7   Modification or Repeal.  Any modification or repeal
of  any  provision of this Article V shall not adversely affect  any
right   or  protection  of  an  Authorized  Representation  existing
hereunder  with  respect to any act or omission occurring  prior  to
such modification or repeal.

          Article Nine of the Company's Certificate of Incorporation
provides the following:

           A  director  of the Corporation shall not  be  personally
liable  to the Corporation or its stockholders for monetary  damages
for  any  breach of fiduciary duty by a director except for (i)  any
breach  of the director's duty of loyalty to the Corporation or  its
stockholders, (ii) for acts or omissions not in good faith or  which
involve intentional misconduct or a knowing violation of law,  (iii)
under  Section 174 of the Delaware General Corporation Law, or  (iv)
for  any  transaction  from which the director derived  an  improper
personal  benefit.   Any repeal or modification  of  this  paragraph
shall not adversely affect any right or protection of a director  of
the  Corporation  existing hereunder with  respect  to  any  act  or
omission of occurring prior to such repeal or modification.

           If  the  Delaware  General Corporation Law  is  hereafter
amended  to authorize the further elimination or limitation  of  the
liability  of  a director, then the liability of a director  of  the
Corporation  shall  be eliminated or limited to the  fullest  extend
permitted  by  the  amended Delaware General Corporation  Law.   Any
repeal  or modification of this paragraph shall not adversely affect
any  right  or protection of a director of the corporation  existing
hereunder  with  respect to any act or omission occurring  prior  to
such repeal or modification.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.


10(a)     -    Incentive Stock Option Plan of the Company adopted by
          the  Company's Board on March 18, 1992 and approved by the
          Company's stockholders on March 30, 1992(1)
10(b)     -     Restricted Stock Option Plan of the Company  adopted
          August  20,  1990, as amended August 30, 1991, January  2,
          1992 and March 18, 1992(1)
5         -     Opinion of Schneck Weltman Hashmall & Mischel as  to
          legality of securities being registered
24(a)     -    Consent of Fishbein & Company, P.C.
          (included in Exhibit 5)
24(b)     -    Consent  of  Schneck  Weltman  Hashmall  &  Mischel
          (included in Exhibit 5)

Item 9.   Undertakings.

     1.        The undersigned Registrant hereby undertakes that, for
purposes  of determining any liability under the Securities  Act  of
1993,  each  filing  of the Registrant's annual report  pursuant  to
Section  13(a)  or Section 15(d) of the Securities Exchange  Act  of
1934  (and,  where  applicable, each filing of an  employee  benefit
plan's  annual  report pursuant to Section 15(d) of  the  Securities
Exchange Act of 1934) that this is incorporated by reference in  the
Registration  Statement shall be deemed to  be  a  new  registration
statement  relating  to  the  securities  offered  herein,  and  the
offering of such securities at that time shall be deemed to  be  the
initial bona fide offering thereof.

     2.        The undersigned Registrant hereby undertakes:

          (a)       To file, during any period in which offers or sales are
being made, a post-effective  amendment  to  this  Registration Statement:

             i)     To include any prospectus required by Section 10(a)(3) of
          the Securities Act  of 1933;

            ii)     To reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in
          the aggregate, represent a fundamental change in the information set
          forth in the Registration;

           iii)     To include any material information with respect to the
          plan of distribution not previously disclosed in the Registration
          Statement or any material change to such information in the
          Registration statement;

provided,  however, that paragraphs 2 (a)(1)(i) and 2 (a)(1)(ii)  do
not  apply  if the information required to be included  in  a  post-
effective  amendment  by those paragraphs is contained  in  periodic
reports  filed by the Registrant pursuant to Section 13  or  Section
15(d)  of  the Securities Exchange Act of 1934 that are incorporated
by reference herein.

          (b)       That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall
be  deemed  to  be  a  new registration statement  relating  to  the
securities offered herein, and the offering of such securities  that
at  that  time shall be deemed to be the initial bona fide  offering
thereof.

          (c)       To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.

     3.        Insofar as indemnification for liabilities arising under
the  Securities Act of 1933 may be permitted to directors,  officers
and  controlling persons of the Registrant pursuant to the foregoing
provisions,  or otherwise, the Registrant has been advised  that  in
the   opinion  of  the  Securities  and  Exchange  Commission   such
indemnification is against public policy as expressed in the Act and
is,  therefore,  unenforceable.  In  the  event  that  a  claim  for
indemnification against such liabilities (other than the payment  by
the  Registrant of expenses incurred or paid by a director,  officer
or controlling person of the Registrant in the successful defense of
any  action,  suit  or  proceeding) is asserted  by  such  director,
officer  or  controlling person in connection  with  the  securities
being registered, the Registrant will, unless in the opinion of  its
counsel the matter has been settled by controlling precedent, submit
to  a  court  of appropriate jurisdiction the question whether  such
indemnification by it is against public policy as expressed  in  the
Act and will be governed by the final adjudication of such issue.


                             SIGNATURES

           Pursuant  to  the requirements of the Securities  Act  of
1933,  the  Registrant certifies that it has reasonable  grounds  to
believe that it meets all of the requirements for filing on Form S-8
and  has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City  of
Lawrenceville  and  State of New Jersey on the  13th  day  of  March,
1997.

                                   RESPONSE USA, INC


                                   By:/s/Richard M. Brooks
                                     -------------------------
                                       Richard M. Brooks,
                                       Chief Executive Officer

           Pursuant  to  the requirements of the Securities  Act  of
1933, this Registration Statement on Form S-8 has been signed by the
following persons in the capacities and on the dates indicated.

SIGNATURE                          TITLE                          DATE
---------                          -----                          ----

/s/Richard M. Brooks      Director, President,Chief           March 18, 1997
--------------------      Executive Officer (Principal
Richard M. Brooks         Executive, Financial
                          Accounting Officer)

/s/Ronald A. Feldman      Director, Vice President and        March 18, 1997
--------------------      and Chief Operating Officer
Ronald A. Feldman


                          Director                            March 18, 1997
-------------------
Sheldon Lieberbaum


                          Director                            March 18, 1997
-------------------
Jeffrey S. Budin


/s/Stuart Levin           Director                            March 18, 1997
-------------------
Stuart Levin


/s/Robert M. Rubin        Director                            March 18, 1997
-------------------
Robert M. Rubin


                          Director                            March 18, 1997
-------------------
Todd E. Herman


                                                              EXHIBIT 5.1
                 SCHNECK WELTMAN HASHMALL & MISCHEL LLP
                       1285 Avenue of the Americas
                        New York, New York 10019
                            Tel 212-956-1500
                            Fax 212-956-3252



                             March 12, 1997



Response USA, Inc.
11-H Princess Road
Lawrenceville, New Jersey 08642


                   Re:  Response USA, Inc.
                   Registration of 771,758 Shares
                   of Common Stock on Form S-8
                   -------------------------------
Gentlemen:

         We have acted as counsel for Response USA, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and
filing of the Registration Statement on Form S-8 (the "Registration
Statement"), pursuant to which the Company proposes to register 771,758
shares of the Company's common stock, $.01 par value per share ("Common
Stock").  We are familiar with the proceedings by which the Common Stock
has been authorized and issued and have reviewed and are familiar with
the Certificate of Incorporation and the By-laws of the Company, and such
other corporate records and documents as we have deemed necessary to
express the opinion herein stated.  We have assumed the genuineness of
all signatures and the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies, and the authenticity
of the originals of such latter documents.

         Based upon the foregoing, and having regard to legal
considerations we deem relevant, we are of the opinion that the upon
exercise of the options and payment of the exercise price therefor, the
Common Stock will be duly and validly authorized and issued by the
Company, fully paid and non-assessable.

         We hereby consent to the use of this opinion as Exhibit 5(a) to
the Registration Statement and to the inclusion of our name under the
section of the Prospectus entitled "Legal Matters."

                   Very truly yours,

                   /s/SCHNECK WELTMAN HASHMALL & MISCHEL LLP




                    CONSENT OF INDEPENDENT AUDITORS  




  We hereby consent to the use in this Registration Statement on Form S-8
of Response USA, Inc. of our report dated August 22, 1996 on the consolidated
financial statements of Response USA, Inc. contained in such Registration
Statement, and to the reference to us, as appearing under the headings of
"Experts" in the Prospectus, which is a part of such Registration Statement.





/s/Fishbein and Company, P.C.
-----------------------------
Fishbein and Company, P.C.
Elkins Park, Pa.
March 17, 1997



                       RESPONSE USA, INC.



             771,758 Shares of Common Stock Issuable
                  upon Exercise of Stock Options



      This   Prospectus  relates  to  the  sale  of  771,758  shares   of
common  stock,  $.008  par  value  per share  (the  "Common  Stock"),  of
Response  USA,  Inc.  (the  "Company").   Such  shares  of  Common  Stock
are issuable upon exercise of currently issued stock options.

      The   Common  Stock  is  traded  on  The  Nasdaq  SmallCap   Market
("Nasdaq"),   under   the   symbol  RUOK.   On   March   12,   1997,   as
reported  by  Nasdaq,  the  closing  bid  price  for  the  Common   Stock
was $3.125.



               _________________________________
     THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF
 RISK AND SHOULD NOT BE PURCHASED BY INVESTORS WHO CANNOT AFFORD
              THE LOSS OF THEIR ENTIRE INVESTMENT.
                  SEE "RISK FACTORS." (PAGE 5)
               _________________________________
  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
   SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
    COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
                   COMMISSION PASSED UPON THE
 ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO
               THE CONTRARY IS A CRIMINAL OFFENSE.













         The date of this Prospectus is March 19, 1997



                     AVAILABLE INFORMATION

           The  Company  has  filed  with  the  Securities  and  Exchange
Commission,   Washington,   D.C.   (the  "Commission")   a   Registration
Statement   on   Form  S-3  under  the  Securities  Act  of   1933   (the
"Act")  with  respect  to  the  securities offered  by  this  Prospectus.
For   further   information  with  respect  to  the  securities   offered
hereby,  reference  is  made  to  the  Registration  Statement   and   to
the exhibits listed in the Registration Statement.

            The  Company  is  subject  to  the  information  requirements
of   the   Securities   Exchange  Act   of   1934   and   in   accordance
therewith   files   reports,  proxy  statements  and  other   information
with    the   Commission.    Reports,   Proxy   Statements   and    other
information   can   be   inspected  and  copies  made   at   the   public
reference   facilities   of   the  Commission,   Room   1024,   Judiciary
Plaza,  450  Fifth  Street, N.W., Washington,  D.C.  20549,  as  well  as
the  following  Regional  Offices:   7  World  Trade  Center,  New  York,
New  York,  10007,  and  Room  1204 Everett  McKinley  Dirksen  Building,
219   South  Dearborn  Street,  Chicago,  Illinois,  60604.   Copies  can
also  be  obtained  at  prescribed rates  from  the  Commission's  Public
Reference   Section,   Judiciary   Plaza,   450   Fifth   Avenue,   N.W.,
Washington,  D.C.  20549.   The Commission  also  maintains  a  Web  site
(http://www.sec.gov)  that  contains  reports,  proxy   and   information
statements  and  other  information  regarding  registrant's  that   file
electronically.

        INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

       The  Company's  Annual  Report  on  Form  10-KSB\A for  its  fiscal
year  ended  June  30,  1996, and the Quarterly  Report  on  Form  10-QSB\A
for  the  quarter  ended  September  30,  1996  and  the  description  of
the    Company's    Common   Stock   contained   in   its    Registration
Statement   on  Form  S-3  filed  with  the  Commission  on   April   11,
1996,  as  amended,  and  the Company's Report  on  Form  8-K,  dated  as
of   September  30,  1996,  all  of  which  have  been  previously  filed
with   the   Commission,   are  incorporated  in   this   Prospectus   by
reference.    All   documents   filed  by   the   Company   pursuant   to
Section  13(a),  13(c),  14  or  15(d) of  the  Securities  Exchange  Act
of  1934  after  the  date  hereof and prior to the  termination  of  the
offering   made   hereby  are  also  incorporated  by  reference   herein
and  made  a  part  hereof  from the date of filing  of  such  documents.
Any   statement  contained  in  a  document  incorporated  by   reference
herein  is  modified  or  superseded  for  all  purposes  to  the  extent
that  the  statement  contained  in  this  Prospectus  or  in  any  other
subsequently   filed   document  which  is  incorporated   by   reference
modifies   or   replaces  such  statement.   The  Company  will   provide
without  charge  to  each  person, including  any  beneficial  owner,  to
whom  a  copy  of  this  Prospectus is delivered,  upon  the  written  or
oral  request  of  such  person,  a copy of  all  documents  incorporated
herein    by   reference   (not   including   the   exhibits   to    such
documents,   unless  such  exhibits  are  specifically  incorporated   by
reference in such documents).


                       PROSPECTUS SUMMARY

            The   following   is   a   summary  of  certain   information
contained  in  this  Prospectus  and is  qualified  in  its  entirety  by
the   more   detailed  information,  Consolidated  Financial   Statements
and Notes thereto appearing elsewhere in this Prospectus.

                          The Company

      Response  USA,  Inc.  (the  "Company"),  through  its  wholly-owned
subsidiaries,   Response   Ability   Systems,   Inc.   ("Systems")    and
Emergency   Response   Systems,   Inc.  ("ERS"),   markets   a   personal
emergency  response  system,  ("PERS")  which  enables  users,  such   as
elderly  or  disabled  persons,  to  transmit  a  distress  signal  using
a  portable  transmitter  which is part  of  the  PERS.   When  activated
by  the  pressing  of  a  button, the transmitter sends  a  radio  signal
to  a  receiving  base  installed  in the  user's  home.   The  receiving
base   relays   the   signal  over  telephone  lines  to   a   monitoring
station    which    provides   continuous   monitoring   services.    The
monitoring   station  personnel  verify  the  nature  of  the   emergency
and   contact  the  appropriate  emergency  authorities  in  the   user's
area.    The   Company,  through  its  wholly-owned   subsidiary   United
Security   Systems,  Inc.  ("USS"),  is  also  engaged   in   the   sale,
installation,   continuous  monitoring  and  maintenance  of   electronic
security systems.

           Systems  commenced  operations  in  1985  and,  by  1987,  had
sold  over  4,000  franchises  in  42  states  for  the  distribution  of
PERS.     Systems   marketed   the   franchises   to   individuals    who
purchased   such   franchises   as  a  part-time   business   or   second
source   of   income.   The  Company  believes  such   franchisees   were
poorly   capitalized.   Systems  incurred  substantial  losses   in   its
franchise  operations  as  costs  to  establish,  maintain,  promote  and
service  the  franchise  network exceeded  the  revenues  from  the  sale
of   the   franchises.   Such  losses  resulted  in  Systems   filing   a
petition   for   reorganization  under  Chapter   11   of   the   Federal
Bankruptcy  Act  in  October  1987.   While  in  reorganization,  Systems
discontinued  its  franchise  sales  operations,  and  the  Company   has
no   intention  of  resuming  new  franchise  sales,  although  a  number
of   its   original   franchisees  are  still  actively   utilizing   the
Company's    monitoring   and   purchasing   its    PERS.    Since    the
confirmation  of  Systems'  Plan  of  Reorganization  in  January   1990,
Systems    has   devoted   substantial   efforts   to   broadening    and
diversifying   its  marketing  programs  to  sell  PERS   units   through
national   pharmacy  chains  including  Revco  D.S.,   Inc   and   K-Mart
pharmacies, rather than direct marketing.

            The   Company  sells  its  PERS  products  directly  to   the
consumer   and   through  franchisees  in  the  United   States   and   a
distributor  in  Canada  under  the  "Instant  Response"  and   "Response
Ability"   trade  names.   The  Company  also  sells  and   leases   PERS
through   its  institutional  division  to  hospitals  and  home   health
care   agencies.    In   addition,   the  Company   provides   monitoring
services   through   a   third-party  monitoring   station   located   in
Euclid,   Ohio,   to  tens  of  thousands  of  users  of  the   Company's
PERS.   The  Company  also  sells  PERS and  related  accessories,  which
are    manufactured   by   a   contractor   located   in   Florida,    to
independent   home   alarm  and  other  vendors   under   private   label
programs.

            The   Company's   electronic   security   business   utilizes
electronic    devices    installed   in   customers'    businesses    and
residences  to  provide  detection  of  events,  such  as  intrusion   or
fire,   surveillance   and   control  of   access   to   property.    The
detection    devices    are   monitored   by   the    same    third-party
monitoring  station  which  monitors  the  Company's  PERS   units.    In
some  instances,  commercial  customers  may  monitor  these  devices  at
their  own  premises  or  the  devices may be  connected  to  local  fire
or  police  departments.   The  products and  services  marketed  in  the
electronic    security   services   industry   range   from   residential
systems   that   provide  basic  entry  and  fire  protection   to   more
sophisticated   commercial   systems.    USS   commenced   operation   in
March   1994,  upon  the  acquisition  of  substantially   all   of   the
assets   of   two   companies   engaged  in   the   electronic   security
business.

            The  Company,  then  known  as  Larsen  Software  Corporation
and  originally  incorporated  in Utah  in  June  1984  for  the  purpose
of    acquiring    computer   software,   consummated   an    intra-state
offering   in  1985  in  which  it  issued  184,642  shares   of   common
stock   and   received   proceeds   of  $25,850   which   were   utilized
principally   to   pay   accounting   and   administrative   costs.   The
Company,   which  changed  its  state  of  incorporation  to  Nevada   in
September   1989,   did   not   engage  in   any   significant   business
operations   until   August   1990  when   it   acquired   all   of   the
outstanding   common   stock  of  Systems.   In   connection   with   its
acquisition  of  Systems,  the  Company  changed  its  name  to  Lifecall
America,  Inc.   Systems  was incorporated in  Delaware  in  1985  to  do
business  as  a  franchisor  of  direct  sellers  of  PERS,  and  engaged
principally  in  such  business  until October  1987,  when  it  filed  a
petition   for   reorganization  under  Chapter   11   of   the   Federal
Bankruptcy   Act.  Systems'  plan  of  reorganization   (the   "Plan   of
Reorganization")   was  confirmed  by  the  U.S.  Bankruptcy   Court   in
January   1990,  and  became  effective  in  February  1990.   In   March
1992,  the  Company  changed  its name to  Response  USA,  Inc.  and  its
state   of   incorporation   from   Nevada   to   Delaware.    ERS    was
incorporated   in   Delaware  in  1994.   References   to   the   Company
include Systems, ERS and USS.

            The   Company's  executive  offices  are  located   at   11-H
Princess  Road,  Lawrenceville,  New  Jersey  08648,  and  its  telephone
number at that address is (609) 896-4500.

                      Recent Developments

           The  Company  completed  a  financing  agreement  with  Mellon
Growth   Finance,  a  division  of  Mellon  Bank,  N.A.   ("Mellon")   on
June  30,  1996,  providing  the  Company  with  a  revolving  term  loan
of  up  to  $15,000,000.   As  of February  28,  1997,  the  Company  has
drawn   upon   approximately  $9,650,000  of   such   available   credit.
The   loan   bears  interest  at  1.75%  above  Mellon's  prime  interest
rate and matures on June 30, 2000.

            Concurrently  with  the  closing  of  the  Mellon  financing,
the   Company  completed  the  private  placement  of  7,500  shares   of
1996  Series  A  Redeemable  Convertible  Preferred  Stock  (the  "Series
A  Preferred  Stock"),  for  an  aggregate  of  $7,500,000.   Each  share
of  Series  A  Preferred  Stock  is convertible  into  shares  of  Common
Stock,  at  the  sole  option of the holder,  based  upon  the  following
formula:

          The Premium + 1,000
          -------------------
            Conversion Price


Where  (a)  the  Premium  equals 10% multiplied by  the  number  of  days
from  the  date  the  purchaser  deposited  funds  for  the  purchase  of
the  Series  A  Preferred  Stock  through  and  including  the  date   of
conversion  divided  by  365,  and (b)  the  Conversion  Price  is  equal
to  the  lesser  of  (i)  80% of the average closing  bid  price  of  the
Common   Stock   as  reported  by  Nasdaq  for  the  five  trading   days
preceding  the  date  of  conversion,  or  (ii)  $5.00  per  share.   The
Company  may  redeem  all  or any portion of  the  Premium  for  cash  in
lieu  of  converting  such  Premium into  shares  of  Common  Stock  upon
the   foregoing  conversion  terms.   Each  holder  may,  in  their  sole
discretion,  elect  to  convert up to 50%  of  the  shares  of  Series  A
Preferred   Stock  held  beginning  August  16,  1996  and  may   convert
the   balance  beginning  September  10,  1996.   After  June  1,   1999,
the   Company   may  require  conversion  of  the  Series   A   Preferred
Stock upon the foregoing conversion terms.

       In   September   1996,  as  a  result  of  then   current   market
conditions  for  the  Common  Stock,  the  Company  suspended  conversion
of  the  Series  A  Preferred Stock.  The Company  believes  that  it  is
not   in   the  best  interests  of  the  Company  to  allow  conversions
which  could  result  in  a  precipitous drop  in  the  market  value  of
the  Common  Stock.   The  Company  and certain  holders  of  the  Series
A   Preferred   Stock  have  been  actively  negotiating  an  alternative
to   the   prescribed  conversion.   The  Company  intends   to   use   a
substantial   portion   of   the   proceeds   from   the   exercise    of
Warrants,   if  any,  to  repurchase  some  or  all  of  the  outstanding
Series   A  Preferred  Stock.   There  can  be  no  assurance  that   any
holders  of  the  Series  A  Preferred Stock will  accept  an  offer  for
repurchase  of  their  shares.   Furthermore,  the  Company   may   again
permit  the  conversion  of  Series A  Preferred  Stock  into  shares  of
Common  Stock  at  any  time.   As of December  31,  1996,  6,890  shares
of   Series   A   Preferred   Stock  remain   outstanding.    See   "Risk
Factors - Conversion of Series A Preferred Stock."

       On January 2, 1997, Lake Management LDC and KA Investments LDC,
each holders of Preferred Stock, filed a Complaint in the Court of Chancery
of the State of Delaware against the Company challenging, among other things,
the Company's decision to suspend conversion and seeking, among other things,
specific performance under a Certificate of Designation to convert their
Preferred Stock to Common Stock of the Company. The case is captioned Lake
Management LDC and KA Investments LDC v. Response USA, Inc., Civil Action
No. 15449. On February 10, 1997, the Company responded to the Complaint by
filing an Answer, Defenses and Counterclaim. A Reply to the Counterclaim
was filed on March 3, 1997.

       On February 18, 1997, Halifax Fund, L.P., holder of the Preferred
Stock, filed a Complaint, a Motion for a Preliminary Injunction and a Motion
for Expedited Proceedings in the Court of Chancery of the State of Delaware
against the Company also challenging, among other things, the Company's
decision to suspend conversion and seeking, among other things, specific
performance under a Certificate of Designation to convert its Preferred
Stock to Common Stock of the Company. The case is captioned Halifax Fund,
L.P. v. Response USA, Inc., Civil Action No. 15553. On March 5, 1997, the
Court held a conference and denied plaintiff's request for a hearing on 
plaintiff's motion for a preliminary injunction. On March 11, 1997, plaintiff
filed a second Motion for a Preliminary Injunction. The Court held a tele-
phonic conference on March 12, 1997 and denied plaintiff's request for a 
hearing on its second preliminary injunction motion. Plaintiff has indicated
that it intends to file a motion for summary judgement, and the Court has
scheduled a hearing on that motion for May 13, 1997.

       The Company continues to believe that suspension of the conversion is
warranted for various reasons, including without limitation, the unusual
trading activity in the Company's Common stock following the issuance of the
Preferred Stock, coupled with the substantial conversions of the Preferred
Stock at conversion prices linked to the market price of the Common Stock.
The Company intends to take whatever action is required to protect the 
interests of the Company, its Stockholders generally and its Preferred
Stockholders, which may include renegotiation of the terms and conditions of
the Preferred Stock, and intends to vigorously defend its decision to
suspend conversion of the Preferred Stock.
       
       The   Company   has  been  considering  a  number  of   additional
alternatives   to   provide   financing   for   the   Company's   growing
operations.    As   of   the  date  hereof,  none  of   these   financing
opportunities are probable.


                          The Offering

       Securities Offered:   771,758 shares of Common Stock issuable upon
                             the exercise of currently outstanding stock 
                             options

       Use of Proceeds:      The Company will not receive any proceeds of 
                             this offering

       Risk Factors:         The securities offered hereby involve a high
                             degree of risk.   See "RISK FACTORS."


       Nasdaq Trading
          Symbols:           Common Stock - RUOK



                          RISK FACTORS

            THIS  OFFERING  INVOLVES  SUBSTANTIAL  INVESTMENT  RISK   AND
COMMON  STOCK  SHOULD  BE  PURCHASED  ONLY  BY  PERSONS  WHO  CAN  AFFORD
THE  LOSS  OF  THEIR  ENTIRE  INVESTMENT.  IN  EVALUATING  AN  INVESTMENT
IN   THE   COMPANY  AND  ITS  BUSINESS  PRIOR  TO  PURCHASE,  PROSPECTIVE
INVESTORS  SHOULD  CAREFULLY  CONSIDER  THE  FOLLOWING  RISK  FACTORS  AS
WELL AS OTHER INFORMATION SET FORTH ELSEWHERE IN THIS PROSPECTUS:

            Unprofitable   Operations;   Significant   Obligations.   The
Company   incurred  losses  of  $3,030,830,  $4,411,898  and   $3,158,260
for   the  years  ended  June  30,  1995  and  June  30,  1996,  and  the
three  months  ended  September  30,  1996,  respectively.   The  Company
is   required   to  pay  the  long-term  indebtedness   of   Systems   in
connection  with  Systems  Plan  of  Reorganization,  through  the   year
2000.    The   Company   has  funded  its  operations   through   various
private  placements  of  its  securities,  including  the  sale  of   the
Series   A   Preferred  Stock,  and  through  debt  financing,  including
the   Mellon   financing.   In  this  regard,  the  Company  expects   to
incur   significant  interest  expense  as  a  result   of   the   Mellon
financing.   In  the  past,  the Company has  used  external  sources  of
funding   to   finance  its  operations  (including  its   debt   service
requirements)  and  expects  to  continue  to  use  external  sources  of
funding   for   such  purpose  until  the  Company's  operations   become
profitable.   However,  there  can  be  no  assurance  that  such   funds
will   continue   to   be  available  if  needed.    The   inability   to
provide  for  its  working  capital needs  would  seriously  inhibit  the
Company's    development   and   adversely   affect   its   results    of
operations and prospects.

            Possible   Conversion  of  Series  A  Preferred   Stock    In
September  1996,  as  a  result  of then current  market  conditions  for
the  Common  Stock,  the  Company  suspended  conversion  of  the  Series
A  Preferred  Stock.   The  Company and certain  holders  of  the  Series
A   Preferred   Stock  have  been  actively  negotiating  an  alternative
to   the  prescribed  conversion.   The  Company  intends  to  offer   to
repurchase   some   or  all  of  the  outstanding  Series   A   Preferred
Stock.   There  can  be  no  assurance that any  holders  of  the  Series
A   Preferred  Stock  will  accept  an  offer  for  repurchase  of  their
shares.    If   the  Series  A  Preferred  Stockholders  do  not   accept
such   an   offer,  they  may  seek  to  compel  the  Company  to   allow
conversion  to  Common  Stock  and/or  seek  monetary  damages  resulting
from   their  inability  to  convert  their  shares.   Furthermore,   the
Company   may   again  permit  the  conversion  of  Series  A   Preferred
Stock into shares of Common Stock at any time.

            Consequences   of  Default  under  Plan  of   Reorganization.
The   Company's  wholly-owned  subsidiary,  Systems,  filed  a   petition
for  reorganization  under  Chapter 11  of  the  Federal  Bankruptcy  Act
in   October  1987.   Systems'  Plan  of  Reorganization  was   confirmed
by   the   U.S.   Bankruptcy   Court  in   January   1990,   and   became
effective  in  February  1990.   The  Plan  of  Reorganization   provides
for,     among    other    things,    long-term    payments     totalling
approximately   $2.8  million  to  secured  and  unsecured   pre-petition
creditors  and  for  unpaid state and federal  taxes.   As  of  June  30,
1996,   deferred   payment   obligations   to   such   pre-reorganization
creditors    totalled   $374,058,   which   are   payable   in    varying
installments   (assuming  the  adherence  to  the  repayment   schedule),
through  the  year  2000,  as  long as there  are  no  defaults  (failure
to   make  timely  payments)  under  the  Plan  of  Reorganization.    In
the   event  that  the  Company  should  default  in  payment  of   these
deferred   obligations,  Systems'  pre-reorganization   creditors   could
seek   appropriate  relief  in  the  bankruptcy  court,  the  result   of
which   could   range   from   dismissal  or   conversion   of   Systems'
bankruptcy   to   a  Chapter  7  proceeding  requiring   liquidation   of
Systems,   or   modification   of  Systems'   Plan   of   Reorganization,
which  could  have  a  material adverse effect  upon  the  Company.   Any
such   modified  plan  could  require  the  Company  to   pay   more   to
prepetition   creditors   than   the   amounts   required    under    the
existing   Plan   of  Reorganization.   To  date,  payments   under   the
Plan of Reorganization have been made in a timely fashion.

           Dependence  on  Key  Personnel.   The  Company  believes  that
it   is   dependent   to  a  significant  degree  on  the   services   of
Richard   M.  Brooks,  its  President,  Chief  Executive  and   Financial
Officer  and  Ronald  A.  Feldman,  its  Chief  Operating  Officer.   The
Company   has   purchased  key  person  insurance   on   the   lives   of
Messrs.  Brooks  and  Feldman  in  the  amounts  of  $3,000,000  (payable
to    Mellon   Bank)   and   $1,000,000   (payable   to   the    Company)
respectively.    There   can  be  no  assurance   that   such   insurance
would  be  sufficient  to compensate the Company  in  the  event  of  the
death  of  Mr.  Brooks  or  Mr. Feldman.  In addition,  the  Company  has
entered   into   ^   five-year   employment   agreements   with   Messrs.
Brooks  and  Feldman,  effective  on October  23,  1992,  as  amended  to
expire  on  June  30,  2000,  but there can  be  no  assurance  that  Mr.
Brooks   will   remain   with   the   Company   during   such   term   or
thereafter.   In  the  event that Mr. Brooks  or  Mr.  Feldman  or  other
key   personnel  should  die,  become  incapacitated,  resign,  otherwise
not  remain  with  the  Company or for any  other  reason  be  unable  to
perform  their  duties,  there  can be no  assurance  that  the  business
and operations of the Company would not be adversely affected.

             Competition    and   Markets.    The   personal    emergency
response   and  electronic  security  services  industries   are   highly
competitive.  There  are  numerous  companies  of  comparable  size   to,
or  larger  than,  the  Company  and many  smaller  companies  that  sell
PERS    and    electronic   security   service   equipment   and    offer
monitoring   services.   Many   of   the   Company's   competitors   have
significantly   greater   financial  resources   and   a   larger   sales
organization   than  the  Company.   In  addition,  while   the   Company
generally   competes   with  sellers  of  PERS  and  security   services,
there   are   numerous   large  national  and  multinational   companies,
with  far  greater  resources  than the  Company,  that  compete  in  the
information    services    industry   and   the    electronic    security
services   industry.   The  Company  competes  for  the  acquisition   of
new  accounts  on  the  basis of its reputation  in  the  industry.   The
Company   also   competes   in  connection  with   the   acquisition   of
blocks   of  existing  accounts  based  on  the  financial  package   its
offers   the   acquirees.  There  is  no  assurance  that   such   larger
companies   will   not  attempt  to  enter  the  PERS   market   in   the
future,  or,  if  they  do,  that the Company will  be  able  to  compete
successfully.

           State  and  Federal  Regulation.   As  a  seller  of  personal
emergency   response   units  and  electronic   security   systems,   the
Company   is   subject   to   laws   and  regulations   administered   by
various   states,  the  Federal  Communications  Commission,   the   Food
and   Drug  Administration  and  the  Federal  Trade  Commission.    Some
states   require  licenses  or  permits  to  sell  PERS  and   electronic
monitoring    systems   and   to   provide   security    services.     In
addition,    federal    and   state   regulations,   including    without
limitation,   consumer  protection  laws,  govern   the   promotion   and
advertising  activities  of  the  Company  and  other  sellers   of   the
Company's  products  and  services.   The  Company's  relationship   with
its   franchisees  also  is  subject  to  regulation  under  federal  and
state   franchise  laws.   Compliance  with  such  laws  and  regulations
is  costly,  and  changes  in  laws and regulations  could  increase  the
cost   of   compliance  and  materially  affect  the  Company  in   other
respects   not   presently  foreseeable.   In  the  past,   Systems   has
been  the  subject  of  enforcement  actions  brought  under  state   and
federal   law   to   enforce  certain  of  these  laws  and   regulations
concerning  the  sales  of  franchises.  The  Company  believes  that  it
is  in  compliance  with  all  material state  and  Federal  regulations.
There  can  be  no  assurance  that the Company  will  not  be  subjected
to enforcement actions in the future.

            Products   Liability   and   Errors   and   Omissions.    The
Company  is  subject  to  claims  by  customers  that  a  PERS  unit  was
defective,   that   the   Company  has  failed  to   provide   monitoring
services   as  required,  or  that  some  action  or  inaction   by   the
Company   or  failure  of  its  products  or  services  has   caused   or
contributed   to  injury  to  the  customer.   While  the   Company   has
liability   insurance   which   it   deems   adequate   ($1,000,000   per
occurrence   and  $5,000,000  in  the  aggregate),  there   can   be   no
assurance   that   the   Company  will   be   able   to   maintain   such
insurance  or  will  not  be  subjected  to  claims  in  excess  of   its
insurance coverage.

            Prior   Sale   of  Unregistered  Securities.    In   February
1996,   the   Company   consented   to   the   issuance   of   an   Order
Instituting   Proceedings  pursuant  to  the  Securities  Act   of   1933
(the   "Securities  Act")  and  the  Securities  Exchange  Act  of   1934
and  Findings  and  Order  of  the  Securities  and  Exchange  Commission
(the  "Finding"),  without  admitting  or  denying  any  allegations   or
facts   contained  therein.   In  July  1993,  the  Company  sold  60,000
shares   of  Common  Stock  pursuant  to  what  it  claimed  to   be   an
exemption   from  registration  under  Regulation  S  of  the  Securities
Act.    The   Finding   stated   that  such   sales   were   made   under
circumstances  in  which  the Company knew  or  should  have  known  that
such   exemption   was   not   available.   Consequently,   the   Finding
stated,   the   sales  were  made  in  violation  of   the   registration
provisions   of   the   Securities  Act.   The   Company   consented   to
permanently   cease   and   desist  from  committing   or   causing   any
violation,   and   any   future  violation,   of   Section   5   of   the
Securities Act.

             Limitation   of   Directors'   Liability.    The   Company's
Certificate    of   Incorporation   limits   the   liability    of    the
Company's  directors  for  breach of their  fiduciary  duty  of  care  to
the   Company.   The  effect  of  this  provision  is  to  eliminate  the
directors'    liability    for   monetary    damages    resulting    from
negligent   or   grossly  negligent  conduct  in   most   situations.   A
director  remains  responsible  for  damages  to  the  Company  resulting
from  a  breach  of  his  duty of loyalty to the Company,  a  failure  to
act  in  good  faith,  intentional misconduct,  a  knowing  violation  of
law,  receipt  of  an  improper  personal  benefit,  or  approval  of  an
illegal   dividend   or   stock   purchase.    Liabilities   under    the
federal  securities  laws  also  are  not  affected  by  this  provision,
as the SEC views such provisions as unenforceable.

            Authorization   and  Discretionary  Issuance   of   Preferred
Stock.   The  Company's  Certificate  of  Incorporation  authorizes   the
issuance  of  "blank  check"  preferred  stock  with  such  designations,
rights  and  preferences  as  may be determined  from  time  to  time  by
the  Board  of  Directors.   Accordingly,  the  Board  of  Directors   is
empowered,  without  stockholder  approval,  to  issue  preferred   stock
with   dividend,   liquidation,  conversion,  voting  or   other   rights
which  would  adversely  affect  the voting  power  or  other  rights  of
the   holders   of  the  Company's  Common  Stock.   In  the   event   of
issuance,   the   preferred  stock  could  be  utilized,  under   certain
circumstances,    as    a   method   of   discouraging,    delaying    or
preventing  a  change  in  control  of  the  Company,  which  could  have
the   effect   of   discouraging  bids  for  the  Company   and   thereby
prevent   stockholders  from  receiving  the  maximum  value  for   their
shares.   There  can  be  no  assurance  that  preferred  stock  of   the
Company will not be issued at some time in the future.

            Shares  Eligible  for  Future  Sale;  Market  Overhang   from
Outstanding  Warrants  and  Options.   As  of  December  31,  1996,   the
Company    had   outstanding   4,130,908   shares   of   Common    Stock,
substantially  all  of  which  shares  are  freely  transferable  without
restriction   or   further  registration  under   the   Securities   Act.
For   the   "restricted   securities,"  under  Rule   144,   if   certain
conditions   are   met,  persons  who  satisfy  a   two   year   "holding
period"  may  sell  within  any  three-month  period  a  number  of  such
shares  which  does  not  exceed  the  greater  of  one  percent  of  the
total   number   shares  outstanding  or  the  average   weekly   trading
volume   of  such  shares  during  the  four  calendar  weeks  prior   to
such   sale.    After   a   three-year  holding  period   is   satisfied,
persons  who  are  not  "affiliates" of  the  issuer  of  the  securities
are  permitted  to  sell  such  shares without  regard  to  these  volume
restrictions.

            Warrants  and  options  to  purchase  the  following   number
of  shares  of  Common  Stock  are  outstanding:   (i)  1,233,381  shares
issuable  upon  exercise  of  Class  A  Warrants  at  a  price  of  $2.50
per  share,  (ii)  1,481,950  shares  issuable  upon  exercise  of  Class
B   Warrants  at  a  price  of  $3.50  per  share,  (iii)  49,700  shares
issuable  upon  exercise  of  Class  C Warrants,  (iv)  2,868,400  shares
issuable   upon  exercise  of  options  issued  to  officers,   directors
and   employees   of  the  Company,  (v)  12,500  shares  issuable   upon
conversion    of    convertible   debentures,   (vi)    175,000    shares
issuable  upon  exercise  of  the warrants  at  $4.50  per  share,  (vii)
1,032,135   shares   issuable  at  a  price  of  $3.25   per   share   in
connection  with  the  Mellon  financing,  (viii)  2,870,833   shares
issuable  upon  conversion  of  the  Series  A  Preferred  Stock   (based
on  the  current  price  of  the Common Stock and  assuming  the  Company
redeems   the   shares   otherwise   issuable   with   respect   to   the
Premium),    assuming   the   Series   A   Preferred   Stock    is    not
repurchased by the Company.

            No  prediction  can  be  made  as  to  the  effect,  if  any,
that  sales  of  shares  of  Common Stock or  the  availability  of  such
shares  for  sale  will  have  on  the market  prices  of  the  Company's
securities   prevailing  from  time  to  time.   The   possibility   that
substantial   amounts   of   currently   restricted   shares   or   newly
issued   shares   of   Common   Stock  into   the   public   market   may
adversely   affect  prevailing  market  prices  for  the   Common   Stock
and   could  impair  the  Company's  ability  to  raise  capital  in  the
future through the sale of equity securities.

            Nasdaq   Maintenance  Requirements;  Possible  Delisting   of
Securities   from  Nasdaq  System.   The  Board  of  Governors   of   the
National   Association  of  Securities  Dealers,  Inc.  has   established
certain   standards  for  the  continued  listing  of   a   security   on
Nasdaq.    The   maintenance  standards  require,  among  other   things,
that   an   issuer   have  total  assets  of  at  least  $2,000,000   and
capital  and  surplus  of  at  least $1,000,000;  that  the  minimum  bid
price  for  the  listed  securities  be  $1  per  share;  and  that   the
minimum   market   value   of   the   "public   float"   be   at    least
$1,000,000.    A   deficiency  in  either  the  market   value   of   the
public  float  or  the  bid  price maintenance standard  will  be  deemed
to   exist   if  the  issuer  fails  the  individual  stated  requirement
for  ten  consecutive  trading  days.   If  an  issuer  falls  below  the
bid   price  maintenance  standard,  it  may  remain  on  Nasdaq  if  the
market  value  of  the  public  float is  at  least  $1,000,000  and  the
issuer   has   $2,000,000  in  equity.   The  Company's  current   Common
Stock   price  is  above  $1  per  share,  however,  there  can   be   no
assurance    that   the   Company   will   continue   to   satisfy    the
requirements  for  maintaining  a  Nasdaq  listing.   If  the   Company's
securities   were  excluded  from  Nasdaq,  it  would  adversely   affect
the  prices  of  such  securities and the  ability  of  holders  to  sell
them.

           Penny  Stock  Regulation.   In  the  event  that  the  Company
is   unable   to  satisfy  Nasdaq's  maintenance  requirements,   trading
would  be  conducted  in  the  "pink sheets"  or  the  NASD's  Electronic
Bulletin  Board.   In  the  absence of  the  Common  Stock  being  quoted
on   Nasdaq,   or   the  Company  having  $2,000,000  in   net   tangible
assets,  trading  in  the Common Stock would be  covered  by  Rules  15g-
1  through  15g-6  promulgated  under  the  Securities  Exchange  Act  of
1934   for   non-Nasdaq  and  non-exchange  listed   securities.    Under
such   rules,   broker/dealers   who   recommend   such   securities   to
persons   other  than  established  customers  and  accredited  investors
must   make   a  special  written  suitability  determination   for   the
purchaser   and   receive  the  purchaser's  written   agreement   to   a
transaction  prior  to  sale.   Securities also  are  exempt  from  these
rules if the market price is at least $5.00 per share.

            The   SEC   adopted  regulations  that  generally  define   a
penny  stock  to  be  any  equity security that has  a  market  price  of
less   than  $5.00  per  share,  subject  to  certain  exceptions   (such
exceptions  including  an  equity  security  listed  on  Nasdaq  and   an
equity   security  issued  by  an  issuer  that  has  (i)  net   tangible
assets   of   at   least  $2,000,000,  if  such  issuer   has   been   in
continuous  operation  for  three years,  (ii)  net  tangible  assets  of
at   least   $5,000,000,   if  such  issuer  has   been   in   continuous
operation  for  less  than  three years,  or  (iii)  average  revenue  of
at   least   $6,000,000  for  the  preceding  three  years).  Unless   an
exception   is   available,  the  regulations   require   the   delivery,
prior  to  any  transaction  involving a penny  stock,  of  a  disclosure
schedule   explaining   the   penny   stock   market   and   the    risks
associated therewith.

            If   the   Company's  Common  Stock  were  subject   to   the
regulations   on   penny   stocks,   the   market   liquidity   for   the
Company's  Common  Stock  could  be severely  affected  by  limiting  the
ability  of  broker/dealers  to  sell  the  Company's  Common  Stock  and
ability   of  purchasers  in  this  offering  to  sell  their  securities
in  the  secondary  market.   There  is  no  assurance  that  trading  in
the   Company's  securities  will  not  be  subject  to  these  or  other
regulations   that   would  adversely  affect   the   market   for   such
securities.

           Lack  of  Dividends.   The Company has  never  paid  and  does
not  plan  to  pay  in  the  foreseeable  future  any  dividends  on  its
Common Stock, although it is not restricted from doing so.


                        USE OF PROCEEDS

            The  Company  will  not  receive any proceeds  from  the  sale
of the Common Stock.

                      PLAN OF DISTRIBUTION

            The shares offered hereby may be offered and sold from  time
to time by the stockholders, or by pledgees, donees, transferees or other
successors in interest.  Such offers and sales  may be made from time to
time on Nasdaq or otherwise, at prices and on terms then prevailing or at
prices related to the then-current market price, or in negotiated trans-
actions. The methods by which the shares may be sold may include, but not
be limited to, the following: a block trade in which the broker or dealer
so engaged will attempt to sell the shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction;
(a) purchases by a broker or dealer as principal and resale by such broker
or dealer for its account; an exchange distribution in accordance with the
rules of such exchange; ordinary brokerage transactions and transactions  
in which the broker solicits purchasers; privately negotiated transactions;
short  sales;  and  a  combination of  any  such  methods  of  sale.   In
effecting   sales,  brokers  or  dealers  engaged  by  the   stockholders
may   receive   commissions  or  discounts  from  the   stockholders   or
from  the  purchasers  in  amounts  to be  negotiated  immediately  prior
to   the   sale.   The  stockholders  may  also  sell  such   shares   in
accordance with Rule 144 under the Securities Act.

       The  Company  is  bearing  all  of  the  costs  relating  to   the
registration  of  the  shares.   Any  commissions,  discounts  or   other
fees  payable  to  the  broker,  dealer,  underwriter,  agent  or  market
maker  in  connection  with  the  sale of  any  of  the  shares  will  be
borne by the Warrantholders.

                                                    Beneficial Ownership
                                               -----------------------------
Name                       Shares Offered      Prior to Sale      After Sale
----                       --------------      -------------      ----------
Adrienne Ammirata                     600                600           -
Anthony Lopez                         600                600           -
Arline Cheever                      1,000              1,000           -
Beverly Silver                        600                600           -
Robert Miller                         700                700           -
Brenda Blanc                          500                500           -
Brinda Carpenter                      700                700           - 
Carol Buchko                        1,200              1,200           - 
Chester Bukowski                      500                500           -
Charles Weber Jr.                   1,800              1,800           -
Daniel Gladstone                      600                600           -
Dana Molfetto                       6,500              6,500           -
David Maher                           500                500           -
Debbie Magante                      1,400              1,400           - 
Don Williams                          500                500           -
Donald McHugh                       1,500              1,500           -
Donna Dorris                        4,000              4,000           -
Donna Hettinger                     3,000              3,000           -
Edna Johnson                          700                700           -
Edwin Sadinsky                        700                700           -
Eugene Recanzone                      500                500           -
Fabio Ziccardi                      1,000              1,000           -
Florestine Labeaud                    500                500           -
Frank Costantino                    1,000              1,000           -
Frank Fishman                       6,000              6,000           -
Guadalupe Rodriguez                   600                600           -
Isai Cancel                           700                700           -
Jake Jones                            600                600           -
Janet Connor                          500                500           -
Janet Roszel                          600                600           -
Jennifer Lombardi                     500                500           -
Joseph Rutkowski                      500                500           -
Jorge Rivera                          600                600           -
Joseph Miri                           600                600           -
Josephe Sanfedele                     500                500           -
Judith Cancel                       2,500              2,500           -
Keith Campbell                        500                500           -
Kevin Doyle                         5,500              6,700         1,200
Larry Wilson                        2,200              2,200           -
Rodgers L. King                     2,000              2,000           -
Leslie Gasden                         500                500           -
Lillian Lotitto                       700                700           -
Linda Schuler                         600                600           -
Elizabeth Schaeffer                   700                700           -
Lorraine Coley                      1,500              1,500           -
Luz Didenko                           500                500           -
Lynn McNellis                       1,800              1,800           -
Marc Gilbert                       35,000             35,000           -
Marie Pie                           4,350              4,350           -
Mark Schwartz                       2,400              2,400           -
Michael Henderson                     500                500           -
Michelle Malek                      2,300              2,300           -
Ozzie Durbin                        2,700              2,700           -
Patricia Douglas                      700                700           -
Paula Maraspin                      1,200              1,200           -
Randi Silverman-Nwigwe                500                500           -
Randy Carpenter                       500                500           -
Reide Fishman                       1,200              1,200           -
Robert Bailey                       1,500              1,500           -
Robert New                            600                600           -
Scott Affrime                      35,858             35,858           -
Scott Bonetz                        1,100              1,100           -
Solange Nelson                      1,000              1,000           -
Stuart Levin                       14,500             14,500           -
Susan Hearn                         2,000              2,000           - 
Tom Hayes                             500                500           -
Tom Vogt                            1,450              1,450           -
Walter Haenish                        600                600           -
Todd Herman                       300,000            309,972         9,972 
John Colehower                    300,000            312,000        12,000


                         LEGAL MATTERS

            The   validity   of   the  shares  of  Common   Stock   under
applicable   state  law  will  be  passed  upon  for   the   Company   by
Schneck   Weltman   Hashmall  &  Mischel  LLP,   1285   Avenue   of   the
Americas, New York, New York 10019.

                            EXPERTS

            The  financial  statements  and  schedules  incorporated   by
reference   in   this  Prospectus  and  elsewhere  in  the   Registration
Statement   have   been   audited   by   Fishbein   &   Company,    P.C.,
Independent  Certified  Public  Accountants,  to  the  extent   indicated
in  their  reports  with  respect thereto, and  are  included  herein  in
reliance   upon   the   authority   of   said   firms   as   experts   in
accounting and auditing in giving said reports.


      DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
                 FOR SECURITIES ACT LIABILITIES

             Insofar   as   indemnification   for   liabilities   arising
under  the  Securities  Act  may  be  permitted  to  directors,  officers
and   controlling   persons   of  the  Company   and   to   the   Selling
Stockholders    pursuant   to   the   provisions   of    the    Company's
Certificate   of  Incorporation,  the  Company  has  been  advised   that
in   the   opinion  of  the  Securities  and  Exchange  Commission   such
indemnification   is   against  public  policy  as   expressed   in   the
Securities   Act  and  is,  therefore,  unenforceable.   In   the   event
that   a  claim  for  indemnification  against  such  liabilities  (other
than  the  payment  by  the Company of expenses incurred  or  paid  by  a
director,   officer  or  controlling  person  of  the  Company   in   the
successful  defense  of  any  action, suit  or  proceeding)  is  asserted
by   such   officer,  director  or  controlling  person   in   connection
with  the  securities  being  registered, the  Company  will,  unless  in
he   opinion   of   its   counsel  the  matter  has   been   settled   by
controlling    precedent,   submit   to   a    court    of    appropriate
jurisdiction  the  question  of  whether  such  indemnification   by   it
is  against  public  policy  as  expressed  in  the  Securities  Act  and
will be governed by the final adjudication of such issue.
[{"type": "S-8", "sequence": "1", "description": "S-8 ISOPS", "secsgml_size_bytes": 70060}]
{"company-data": {"conformed-name": "RESPONSE USA INC", "cik": "0000889087", "assigned-sic": "3669", "irs-number": "223088639", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-23631", "film-number": "97559569"}, "business-address": {"street1": "11-K PRINCESS ROAD", "city": "LAWRENCEVILLE", "state": "NJ", "zip": "08648", "phone": "6098964500"}}
RegistrationNo. 333-

                                
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                         ______________
                                
                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                         _______________
                                
                       RESPONSE USA, INC.
     (Exact Name Of Registrant As Specified In Its Charter)
                                
                       11-H Princess Road
                 Lawrenceville, New Jersey 08648
                 (address of principal executive
                   office including zip code)

          Delaware                              22-3088639
(State  or  other jurisdiction of            (I.R.S.Employer
   incorporation or organization)         Identification Number)

                        Response USA, Inc.
                      1994 Stock Option Plan
                       (full title of plan)
                       ____________________
                                
                   Richard M. Brooks, President
                        Response USA, Inc.
                        11-H Princess Road
                 Lawrenceville, New Jersey 08648
                         (609) 896-4500
                                
     (Name, address and telephone number of agent for service)
                                
                         With Copies To:

                        Felice F. Mischel, Esq.
                          Thomas A. Rose, Esq.
                 Schneck Weltman Hashmall & Mischel LLP
                      1285 Avenue of the Americas
                        New York, New York 10019
                            (212) 956-1500
                            ________________

                   CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------
Title of                             Proposed     Proposed    Proposed
Each Class                           Maximum      Maximum     Amount of
of Securities         Amount of      Offering     Aggregate   Regis-
To Be                 Shares To Be   Price Per    Offering    tration
Registered            Registered(1)  Security(1)  Price(1)    Fee
------------------------------------------------------------------------------

Common Stock,
par value $.008
per share ("Common Stock")
issuable upon exercise of
incentive options          66,550      $2.625      $174,694      $52.94

Common Stock issuable upon
exercise of non-incentive
options                   105,208        $.10       $10,520       $3.19

Common Stock issuable upon
exercise of options (2)   600,000       $2.50    $1,500,000     $454.55

Resale of Common Stock
issuable  upon  exercise  
of  options               771,758      $3.125    $2,411,744     $730.83

Total                                                         $1,241.51

------------------------------------------------------------------------------

      (1)   Estimated pursuant to Rule 457 (c) and (h) based on  the
high  bid  price  of  the  Common Stock as reported  on  the  Nasdaq
SmallCap Market on March 12, 1997.

      (2)  For shares issuable pursuant to stock options outstanding
at  April 4, 1996, calculated pursuant to Rule 457(h) based on  the
exercise price of such options.

                              PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

      The  following  documents filed with the  Securities  Exchange
Commission  (the "Commission") are incorporated in this Registration
Statement by reference:

      The  Registrant's Annual Report on Form 10-KSB\A for the  year
ended June 30, 1996, and the Registrant's Quarterly Reports on  Form
10-QSB\A  for  the Quarters ended September 30, 1996 and December  31,
1996.

      All  documents subsequently filed by the Company  pursuant  to
Sections  12(a), 13(c), 14 and 15(d) of the Securities Exchange  Act
of  1934,  prior  to the filing of a post-effective amendment  which
indicates  that  all  securities offered have  been  sold  or  which
deregisters all securities then remaining unsold, shall be deemed to
be  incorporated by reference in this Registration Statement and  to
be part hereof from the date of filing of such documents.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

      The  validity  of the securities registered  hereby  is  being
passed  upon for the Company by Schneck Weltman Hashmall  &  Mischel
LLP, 1285 Avenue of the Americas, New York, New York 10019.

Item 6.   Indemnification of Directors and Officers.

          Article V of the Company's Bylaws provides the following:

           5.1   Right  to  Indemnification.  The Corporation  shall
indemnify any person who was or is a party or threatened to be  made
a  party  to  any threatened, pending or completed action,  suit  or
proceeding, whether civil, criminal, administrative or investigative
(collectively, a "proceeding"), by reason of the fact whether civil,
criminal,   administrative   or   investigative   (collectively,   a
"proceeding"),  by  reason of the fact  such  person  is  or  was  a
director  or officer of the Corporation or a constituent corporation
absorbed  in  a consolidation or merger (hereinafter, a "constituent
corporation"),  or  is  or  was  serving  at  the  request  of   the
Corporation  or  a  constituent corporation as a director,  officer,
partner,  employee  or  agent of another  corporation,  partnership,
joint venture or other enterprise or entity, or is or was a director
or  officer  of  the  Corporation  serving  at  its  request  as  an
administrator,  trustee or other fiduciary of one  or  more  of  the
employee benefit plans, if any, of the Corporation or another entity
which  may  be  in  effect from time to time (any  such  person,  an
"Authorized  Representative"), against all expenses,  liability  and
loss actually and reasonably incurred or suffered by such Authorized
Representative  in connection with such proceeding, whether  or  not
the indemnified liability arises or arose from any proceeding by  or
in  the right of the Corporation, to the extent that such Authorized
Representative is not otherwise indemnified and to the  extent  that
such indemnification is not prohibited by law as it presently exists
or may hereafter be amended.

           5.2  Advance of Expenses.  The Corporation shall pay  all
reasonable  expenses  incurred  by an Authorized  Representative  in
defending a Proceeding in advance of the final disposition  of  such
Proceeding, upon receipt by the Corporation of a written undertaking
by  or  on  behalf of such Authorized Representative  to  repay  all
amounts  advanced  (without interest unless  a  court  of  competent
jurisdiction determined the payment of interest is required by  law)
if  it shall ultimately be determined that he is not entitled to  be
indemnified by the Corporation.

            5.3   Procedure  for  Determining  Permissibility.    To
determine  whether  any  indemnification under  this  Article  V  is
permissible, the Board by a majority vote of a quorum consisting  of
directors not parties to such proceeding may, and on request of  any
Authorized Representative seeking indemnification shall be  required
to,  determine in each case whether the applicable standards in  any
applicable  statute have been required to, determine  in  each  case
whether the applicable standards in any applicable statute have been
met, or such determination shall be made (a) the stockholders of the
Corporation or (b) by independent legal counsel in a written opinion
if such quorum is not obtainable, or, even if obtainable, a majority
vote  of  a  quorum of disinterested directors so directs;  provided
that,  if  there  has  been a change in control of  the  Corporation
between the time of the action or failure to act giving rise to  the
claim  for indemnification and the time such claim is made,  at  the
option of the Authorized Representative seeking indemnification, the
permissibility of indemnification shall be determined by independent
legal counsel.  If a claim for indemnification under this Article is
not  paid  in  full within ninety (90) days after  a  written  claim
therefor has been received by the Corporation, the claimant may file
suit to recover the unpaid amount of such claim, and the Corporation
shall  have the burden of proving that the claimant was not entitled
to   the  requested  indemnification  under  applicable  law.    The
reasonable  expenses of any Authorized Representative in prosecuting
a successful claim for indemnification, and the fees and expenses of
any independent legal counsel engaged to determine permissibility of
indemnification, shall be borne by the Corporation.  For purposes of
this  paragraph,  "independent legal counsel"  means  legal  counsel
other than that regularly or customarily engaged by or on behalf  of
the Corporation.

           5.4  Proceedings Initiated by Authorized Representatives.
Notwithstanding  any  other  provision  of  this  Article   V,   the
Corporation   shall   be  requested  to  indemnify   an   Authorized
Representative  in  connection with a proceeding initiated  by  such
Authorized  Representative only if the proceeding was authorized  by
the Board.

           5.5   Indemnification Not Exclusive; Inuring of  Benefit.
The  indemnification provided by this Article V shall not be  deemed
exclusive  of  any other right to which one seeking  indemnification
may  have or hereafter acquired under any statute, provision of  the
Certificate  of  Incorporating, these  Bylaws,  agreement,  vote  of
stockholders  or  disinterested directors of  otherwise,  and  shall
inure  to the benefit of the heirs, executors and administrators  of
any person.

          5.6  Insurance and Other Indemnification.  The Board shall
have  the  power  to (i) authorize the Corporation to  purchase  and
maintain, at the Corporation's expenses, insurance on behalf of  the
Corporation and on behalf of others to the extent that power  to  do
so  has  not been prohibited by applicable law, and (ii) give  other
indemnification to the extent not prohibited by applicable law.

           5.7   Modification or Repeal.  Any modification or repeal
of  any  provision of this Article V shall not adversely affect  any
right   or  protection  of  an  Authorized  Representation  existing
hereunder  with  respect to any act or omission occurring  prior  to
such modification or repeal.

          Article Nine of the Company's Certificate of Incorporation
provides the following:

           A  director  of the Corporation shall not  be  personally
liable  to the Corporation or its stockholders for monetary  damages
for  any  breach of fiduciary duty by a director except for (i)  any
breach  of the director's duty of loyalty to the Corporation or  its
stockholders, (ii) for acts or omissions not in good faith or  which
involve intentional misconduct or a knowing violation of law,  (iii)
under  Section 174 of the Delaware General Corporation Law, or  (iv)
for  any  transaction  from which the director derived  an  improper
personal  benefit.   Any repeal or modification  of  this  paragraph
shall not adversely affect any right or protection of a director  of
the  Corporation  existing hereunder with  respect  to  any  act  or
omission of occurring prior to such repeal or modification.

           If  the  Delaware  General Corporation Law  is  hereafter
amended  to authorize the further elimination or limitation  of  the
liability  of  a director, then the liability of a director  of  the
Corporation  shall  be eliminated or limited to the  fullest  extend
permitted  by  the  amended Delaware General Corporation  Law.   Any
repeal  or modification of this paragraph shall not adversely affect
any  right  or protection of a director of the corporation  existing
hereunder  with  respect to any act or omission occurring  prior  to
such repeal or modification.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

10(a)     -    Incentive Stock Option Plan of the Company adopted by
          the  Company's Board on March 18, 1992 and approved by the
          Company's stockholders on March 30, 1992(1)
10(b)     -     Restricted Stock Option Plan of the Company  adopted
          August  20,  1990, as amended August 30, 1991, January  2,
          1992 and March 18, 1992(1)
5         -     Opinion of Schneck Weltman Hashmall & Mischel as  to
          legality of securities being registered
24(a)     -    Consent of Fishbein & Company, P.C.
          (included in Exhibit 5)
24(b)     -    Consent  of  Schneck  Weltman  Hashmall  &  Mischel
          (included in Exhibit 5)

Item 9.   Undertakings.

     1.        The undersigned Registrant hereby undertakes that, for
purposes  of determining any liability under the Securities  Act  of
1993,  each  filing  of the Registrant's annual report  pursuant  to
Section  13(a)  or Section 15(d) of the Securities Exchange  Act  of
1934  (and,  where  applicable, each filing of an  employee  benefit
plan's  annual  report pursuant to Section 15(d) of  the  Securities
Exchange Act of 1934) that this is incorporated by reference in  the
Registration  Statement shall be deemed to  be  a  new  registration
statement  relating  to  the  securities  offered  herein,  and  the
offering of such securities at that time shall be deemed to  be  the
initial bona fide offering thereof.

     2.        The undersigned Registrant hereby undertakes:

          (a)       To file, during any period in which offers or sales are
being made, a post-effective  amendment  to  this  Registration Statement:

             i)     To include any prospectus required by Section 10(a)(3) of
          the Securities Act  of 1933;

            ii)     To reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in
          the aggregate, represent a fundamental change in the information set
          forth in the Registration;

           iii)     To include any material information with respect to the
          plan of distribution not previously disclosed in the Registration
          Statement or any material change to such information in the
          Registration statement;

provided,  however, that paragraphs 2 (a)(1)(i) and 2 (a)(1)(ii)  do
not  apply  if the information required to be included  in  a  post-
effective  amendment  by those paragraphs is contained  in  periodic
reports  filed by the Registrant pursuant to Section 13  or  Section
15(d)  of  the Securities Exchange Act of 1934 that are incorporated
by reference herein.

          (b)       That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall
be  deemed  to  be  a  new registration statement  relating  to  the
securities offered herein, and the offering of such securities  that
at  that  time shall be deemed to be the initial bona fide  offering
thereof.

          (c)       To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.

     3.        Insofar as indemnification for liabilities arising under
the  Securities Act of 1933 may be permitted to directors,  officers
and  controlling persons of the Registrant pursuant to the foregoing
provisions,  or otherwise, the Registrant has been advised  that  in
the   opinion  of  the  Securities  and  Exchange  Commission   such
indemnification is against public policy as expressed in the Act and
is,  therefore,  unenforceable.  In  the  event  that  a  claim  for
indemnification against such liabilities (other than the payment  by
the  Registrant of expenses incurred or paid by a director,  officer
or controlling person of the Registrant in the successful defense of
any  action,  suit  or  proceeding) is asserted  by  such  director,
officer  or  controlling person in connection  with  the  securities
being registered, the Registrant will, unless in the opinion of  its
counsel the matter has been settled by controlling precedent, submit
to  a  court  of appropriate jurisdiction the question whether  such
indemnification by it is against public policy as expressed  in  the
Act and will be governed by the final adjudication of such issue.

                             SIGNATURES

           Pursuant  to  the requirements of the Securities  Act  of
1933,  the  Registrant certifies that it has reasonable  grounds  to
believe that it meets all of the requirements for filing on Form S-8
and  has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City  of
Lawrenceville  and  State of New Jersey on the  13th  day  of  March,
1997.

                                   RESPONSE USA, INC

                                   By:/s/Richard M. Brooks
                                     -------------------------
                                       Richard M. Brooks,
                                       Chief Executive Officer

           Pursuant  to  the requirements of the Securities  Act  of
1933, this Registration Statement on Form S-8 has been signed by the
following persons in the capacities and on the dates indicated.

SIGNATURE                          TITLE                          DATE
---------                          -----                          ----

/s/Richard M. Brooks      Director, President,Chief           March 18, 1997
--------------------      Executive Officer (Principal
Richard M. Brooks         Executive, Financial
                          Accounting Officer)

/s/Ronald A. Feldman      Director, Vice President and        March 18, 1997
--------------------      and Chief Operating Officer
Ronald A. Feldman

                          Director                            March 18, 1997
-------------------
Sheldon Lieberbaum

                          Director                            March 18, 1997
-------------------
Jeffrey S. Budin

/s/Stuart Levin           Director                            March 18, 1997
-------------------
Stuart Levin

/s/Robert M. Rubin        Director                            March 18, 1997
-------------------
Robert M. Rubin

                          Director                            March 18, 1997
-------------------
Todd E. Herman

                                                              EXHIBIT 5.1
                 SCHNECK WELTMAN HASHMALL & MISCHEL LLP
                       1285 Avenue of the Americas
                        New York, New York 10019
                            Tel 212-956-1500
                            Fax 212-956-3252

                             March 12, 1997

Response USA, Inc.
11-H Princess Road
Lawrenceville, New Jersey 08642

                   Re:  Response USA, Inc.
                   Registration of 771,758 Shares
                   of Common Stock on Form S-8
                   -------------------------------
Gentlemen:

         We have acted as counsel for Response USA, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and
filing of the Registration Statement on Form S-8 (the "Registration
Statement"), pursuant to which the Company proposes to register 771,758
shares of the Company's common stock, $.01 par value per share ("Common
Stock").  We are familiar with the proceedings by which the Common Stock
has been authorized and issued and have reviewed and are familiar with
the Certificate of Incorporation and the By-laws of the Company, and such
other corporate records and documents as we have deemed necessary to
express the opinion herein stated.  We have assumed the genuineness of
all signatures and the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies, and the authenticity
of the originals of such latter documents.

         Based upon the foregoing, and having regard to legal
considerations we deem relevant, we are of the opinion that the upon
exercise of the options and payment of the exercise price therefor, the
Common Stock will be duly and validly authorized and issued by the
Company, fully paid and non-assessable.

         We hereby consent to the use of this opinion as Exhibit 5(a) to
the Registration Statement and to the inclusion of our name under the
section of the Prospectus entitled "Legal Matters."

                   Very truly yours,

                   /s/SCHNECK WELTMAN HASHMALL & MISCHEL LLP

                    CONSENT OF INDEPENDENT AUDITORS  

  We hereby consent to the use in this Registration Statement on Form S-8
of Response USA, Inc. of our report dated August 22, 1996 on the consolidated
financial statements of Response USA, Inc. contained in such Registration
Statement, and to the reference to us, as appearing under the headings of
"Experts" in the Prospectus, which is a part of such Registration Statement.

/s/Fishbein and Company, P.C.
-----------------------------
Fishbein and Company, P.C.
Elkins Park, Pa.
March 17, 1997

                       RESPONSE USA, INC.

             771,758 Shares of Common Stock Issuable
                  upon Exercise of Stock Options

      This   Prospectus  relates  to  the  sale  of  771,758  shares   of
common  stock,  $.008  par  value  per share  (the  "Common  Stock"),  of
Response  USA,  Inc.  (the  "Company").   Such  shares  of  Common  Stock
are issuable upon exercise of currently issued stock options.

      The   Common  Stock  is  traded  on  The  Nasdaq  SmallCap   Market
("Nasdaq"),   under   the   symbol  RUOK.   On   March   12,   1997,   as
reported  by  Nasdaq,  the  closing  bid  price  for  the  Common   Stock
was $3.125.

               _________________________________
     THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF
 RISK AND SHOULD NOT BE PURCHASED BY INVESTORS WHO CANNOT AFFORD
              THE LOSS OF THEIR ENTIRE INVESTMENT.
                  SEE "RISK FACTORS." (PAGE 5)
               _________________________________
  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
   SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
    COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
                   COMMISSION PASSED UPON THE
 ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO
               THE CONTRARY IS A CRIMINAL OFFENSE.

         The date of this Prospectus is March 19, 1997

                     AVAILABLE INFORMATION

           The  Company  has  filed  with  the  Securities  and  Exchange
Commission,   Washington,   D.C.   (the  "Commission")   a   Registration
Statement   on   Form  S-3  under  the  Securities  Act  of   1933   (the
"Act")  with  respect  to  the  securities offered  by  this  Prospectus.
For   further   information  with  respect  to  the  securities   offered
hereby,  reference  is  made  to  the  Registration  Statement   and   to
the exhibits listed in the Registration Statement.

            The  Company  is  subject  to  the  information  requirements
of   the   Securities   Exchange  Act   of   1934   and   in   accordance
therewith   files   reports,  proxy  statements  and  other   information
with    the   Commission.    Reports,   Proxy   Statements   and    other
information   can   be   inspected  and  copies  made   at   the   public
reference   facilities   of   the  Commission,   Room   1024,   Judiciary
Plaza,  450  Fifth  Street, N.W., Washington,  D.C.  20549,  as  well  as
the  following  Regional  Offices:   7  World  Trade  Center,  New  York,
New  York,  10007,  and  Room  1204 Everett  McKinley  Dirksen  Building,
219   South  Dearborn  Street,  Chicago,  Illinois,  60604.   Copies  can
also  be  obtained  at  prescribed rates  from  the  Commission's  Public
Reference   Section,   Judiciary   Plaza,   450   Fifth   Avenue,   N.W.,
Washington,  D.C.  20549.   The Commission  also  maintains  a  Web  site
(http://www.sec.gov)  that  contains  reports,  proxy   and   information
statements  and  other  information  regarding  registrant's  that   file
electronically.

        INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

       The  Company's  Annual  Report  on  Form  10-KSB\A for  its  fiscal
year  ended  June  30,  1996, and the Quarterly  Report  on  Form  10-QSB\A
for  the  quarter  ended  September  30,  1996  and  the  description  of
the    Company's    Common   Stock   contained   in   its    Registration
Statement   on  Form  S-3  filed  with  the  Commission  on   April   11,
1996,  as  amended,  and  the Company's Report  on  Form  8-K,  dated  as
of   September  30,  1996,  all  of  which  have  been  previously  filed
with   the   Commission,   are  incorporated  in   this   Prospectus   by
reference.    All   documents   filed  by   the   Company   pursuant   to
Section  13(a),  13(c),  14  or  15(d) of  the  Securities  Exchange  Act
of  1934  after  the  date  hereof and prior to the  termination  of  the
offering   made   hereby  are  also  incorporated  by  reference   herein
and  made  a  part  hereof  from the date of filing  of  such  documents.
Any   statement  contained  in  a  document  incorporated  by   reference
herein  is  modified  or  superseded  for  all  purposes  to  the  extent
that  the  statement  contained  in  this  Prospectus  or  in  any  other
subsequently   filed   document  which  is  incorporated   by   reference
modifies   or   replaces  such  statement.   The  Company  will   provide
without  charge  to  each  person, including  any  beneficial  owner,  to
whom  a  copy  of  this  Prospectus is delivered,  upon  the  written  or
oral  request  of  such  person,  a copy of  all  documents  incorporated
herein    by   reference   (not   including   the   exhibits   to    such
documents,   unless  such  exhibits  are  specifically  incorporated   by
reference in such documents).

                       PROSPECTUS SUMMARY

            The   following   is   a   summary  of  certain   information
contained  in  this  Prospectus  and is  qualified  in  its  entirety  by
the   more   detailed  information,  Consolidated  Financial   Statements
and Notes thereto appearing elsewhere in this Prospectus.

                          The Company

      Response  USA,  Inc.  (the  "Company"),  through  its  wholly-owned
subsidiaries,   Response   Ability   Systems,   Inc.   ("Systems")    and
Emergency   Response   Systems,   Inc.  ("ERS"),   markets   a   personal
emergency  response  system,  ("PERS")  which  enables  users,  such   as
elderly  or  disabled  persons,  to  transmit  a  distress  signal  using
a  portable  transmitter  which is part  of  the  PERS.   When  activated
by  the  pressing  of  a  button, the transmitter sends  a  radio  signal
to  a  receiving  base  installed  in the  user's  home.   The  receiving
base   relays   the   signal  over  telephone  lines  to   a   monitoring
station    which    provides   continuous   monitoring   services.    The
monitoring   station  personnel  verify  the  nature  of  the   emergency
and   contact  the  appropriate  emergency  authorities  in  the   user's
area.    The   Company,  through  its  wholly-owned   subsidiary   United
Security   Systems,  Inc.  ("USS"),  is  also  engaged   in   the   sale,
installation,   continuous  monitoring  and  maintenance  of   electronic
security systems.

           Systems  commenced  operations  in  1985  and,  by  1987,  had
sold  over  4,000  franchises  in  42  states  for  the  distribution  of
PERS.     Systems   marketed   the   franchises   to   individuals    who
purchased   such   franchises   as  a  part-time   business   or   second
source   of   income.   The  Company  believes  such   franchisees   were
poorly   capitalized.   Systems  incurred  substantial  losses   in   its
franchise  operations  as  costs  to  establish,  maintain,  promote  and
service  the  franchise  network exceeded  the  revenues  from  the  sale
of   the   franchises.   Such  losses  resulted  in  Systems   filing   a
petition   for   reorganization  under  Chapter   11   of   the   Federal
Bankruptcy  Act  in  October  1987.   While  in  reorganization,  Systems
discontinued  its  franchise  sales  operations,  and  the  Company   has
no   intention  of  resuming  new  franchise  sales,  although  a  number
of   its   original   franchisees  are  still  actively   utilizing   the
Company's    monitoring   and   purchasing   its    PERS.    Since    the
confirmation  of  Systems'  Plan  of  Reorganization  in  January   1990,
Systems    has   devoted   substantial   efforts   to   broadening    and
diversifying   its  marketing  programs  to  sell  PERS   units   through
national   pharmacy  chains  including  Revco  D.S.,   Inc   and   K-Mart
pharmacies, rather than direct marketing.

            The   Company  sells  its  PERS  products  directly  to   the
consumer   and   through  franchisees  in  the  United   States   and   a
distributor  in  Canada  under  the  "Instant  Response"  and   "Response
Ability"   trade  names.   The  Company  also  sells  and   leases   PERS
through   its  institutional  division  to  hospitals  and  home   health
care   agencies.    In   addition,   the  Company   provides   monitoring
services   through   a   third-party  monitoring   station   located   in
Euclid,   Ohio,   to  tens  of  thousands  of  users  of  the   Company's
PERS.   The  Company  also  sells  PERS and  related  accessories,  which
are    manufactured   by   a   contractor   located   in   Florida,    to
independent   home   alarm  and  other  vendors   under   private   label
programs.

            The   Company's   electronic   security   business   utilizes
electronic    devices    installed   in   customers'    businesses    and
residences  to  provide  detection  of  events,  such  as  intrusion   or
fire,   surveillance   and   control  of   access   to   property.    The
detection    devices    are   monitored   by   the    same    third-party
monitoring  station  which  monitors  the  Company's  PERS   units.    In
some  instances,  commercial  customers  may  monitor  these  devices  at
their  own  premises  or  the  devices may be  connected  to  local  fire
or  police  departments.   The  products and  services  marketed  in  the
electronic    security   services   industry   range   from   residential
systems   that   provide  basic  entry  and  fire  protection   to   more
sophisticated   commercial   systems.    USS   commenced   operation   in
March   1994,  upon  the  acquisition  of  substantially   all   of   the
assets   of   two   companies   engaged  in   the   electronic   security
business.

            The  Company,  then  known  as  Larsen  Software  Corporation
and  originally  incorporated  in Utah  in  June  1984  for  the  purpose
of    acquiring    computer   software,   consummated   an    intra-state
offering   in  1985  in  which  it  issued  184,642  shares   of   common
stock   and   received   proceeds   of  $25,850   which   were   utilized
principally   to   pay   accounting   and   administrative   costs.   The
Company,   which  changed  its  state  of  incorporation  to  Nevada   in
September   1989,   did   not   engage  in   any   significant   business
operations   until   August   1990  when   it   acquired   all   of   the
outstanding   common   stock  of  Systems.   In   connection   with   its
acquisition  of  Systems,  the  Company  changed  its  name  to  Lifecall
America,  Inc.   Systems  was incorporated in  Delaware  in  1985  to  do
business  as  a  franchisor  of  direct  sellers  of  PERS,  and  engaged
principally  in  such  business  until October  1987,  when  it  filed  a
petition   for   reorganization  under  Chapter   11   of   the   Federal
Bankruptcy   Act.  Systems'  plan  of  reorganization   (the   "Plan   of
Reorganization")   was  confirmed  by  the  U.S.  Bankruptcy   Court   in
January   1990,  and  became  effective  in  February  1990.   In   March
1992,  the  Company  changed  its name to  Response  USA,  Inc.  and  its
state   of   incorporation   from   Nevada   to   Delaware.    ERS    was
incorporated   in   Delaware  in  1994.   References   to   the   Company
include Systems, ERS and USS.

            The   Company's  executive  offices  are  located   at   11-H
Princess  Road,  Lawrenceville,  New  Jersey  08648,  and  its  telephone
number at that address is (609) 896-4500.

                      Recent Developments

           The  Company  completed  a  financing  agreement  with  Mellon
Growth   Finance,  a  division  of  Mellon  Bank,  N.A.   ("Mellon")   on
June  30,  1996,  providing  the  Company  with  a  revolving  term  loan
of  up  to  $15,000,000.   As  of February  28,  1997,  the  Company  has
drawn   upon   approximately  $9,650,000  of   such   available   credit.
The   loan   bears  interest  at  1.75%  above  Mellon's  prime  interest
rate and matures on June 30, 2000.

            Concurrently  with  the  closing  of  the  Mellon  financing,
the   Company  completed  the  private  placement  of  7,500  shares   of
1996  Series  A  Redeemable  Convertible  Preferred  Stock  (the  "Series
A  Preferred  Stock"),  for  an  aggregate  of  $7,500,000.   Each  share
of  Series  A  Preferred  Stock  is convertible  into  shares  of  Common
Stock,  at  the  sole  option of the holder,  based  upon  the  following
formula:

          The Premium + 1,000
          -------------------
            Conversion Price

Where  (a)  the  Premium  equals 10% multiplied by  the  number  of  days
from  the  date  the  purchaser  deposited  funds  for  the  purchase  of
the  Series  A  Preferred  Stock  through  and  including  the  date   of
conversion  divided  by  365,  and (b)  the  Conversion  Price  is  equal
to  the  lesser  of  (i)  80% of the average closing  bid  price  of  the
Common   Stock   as  reported  by  Nasdaq  for  the  five  trading   days
preceding  the  date  of  conversion,  or  (ii)  $5.00  per  share.   The
Company  may  redeem  all  or any portion of  the  Premium  for  cash  in
lieu  of  converting  such  Premium into  shares  of  Common  Stock  upon
the   foregoing  conversion  terms.   Each  holder  may,  in  their  sole
discretion,  elect  to  convert up to 50%  of  the  shares  of  Series  A
Preferred   Stock  held  beginning  August  16,  1996  and  may   convert
the   balance  beginning  September  10,  1996.   After  June  1,   1999,
the   Company   may  require  conversion  of  the  Series   A   Preferred
Stock upon the foregoing conversion terms.

       In   September   1996,  as  a  result  of  then   current   market
conditions  for  the  Common  Stock,  the  Company  suspended  conversion
of  the  Series  A  Preferred Stock.  The Company  believes  that  it  is
not   in   the  best  interests  of  the  Company  to  allow  conversions
which  could  result  in  a  precipitous drop  in  the  market  value  of
the  Common  Stock.   The  Company  and certain  holders  of  the  Series
A   Preferred   Stock  have  been  actively  negotiating  an  alternative
to   the   prescribed  conversion.   The  Company  intends   to   use   a
substantial   portion   of   the   proceeds   from   the   exercise    of
Warrants,   if  any,  to  repurchase  some  or  all  of  the  outstanding
Series   A  Preferred  Stock.   There  can  be  no  assurance  that   any
holders  of  the  Series  A  Preferred Stock will  accept  an  offer  for
repurchase  of  their  shares.   Furthermore,  the  Company   may   again
permit  the  conversion  of  Series A  Preferred  Stock  into  shares  of
Common  Stock  at  any  time.   As of December  31,  1996,  6,890  shares
of   Series   A   Preferred   Stock  remain   outstanding.    See   "Risk
Factors - Conversion of Series A Preferred Stock."

       On January 2, 1997, Lake Management LDC and KA Investments LDC,
each holders of Preferred Stock, filed a Complaint in the Court of Chancery
of the State of Delaware against the Company challenging, among other things,
the Company's decision to suspend conversion and seeking, among other things,
specific performance under a Certificate of Designation to convert their
Preferred Stock to Common Stock of the Company. The case is captioned Lake
Management LDC and KA Investments LDC v. Response USA, Inc., Civil Action
No. 15449. On February 10, 1997, the Company responded to the Complaint by
filing an Answer, Defenses and Counterclaim. A Reply to the Counterclaim
was filed on March 3, 1997.

       On February 18, 1997, Halifax Fund, L.P., holder of the Preferred
Stock, filed a Complaint, a Motion for a Preliminary Injunction and a Motion
for Expedited Proceedings in the Court of Chancery of the State of Delaware
against the Company also challenging, among other things, the Company's
decision to suspend conversion and seeking, among other things, specific
performance under a Certificate of Designation to convert its Preferred
Stock to Common Stock of the Company. The case is captioned Halifax Fund,
L.P. v. Response USA, Inc., Civil Action No. 15553. On March 5, 1997, the
Court held a conference and denied plaintiff's request for a hearing on 
plaintiff's motion for a preliminary injunction. On March 11, 1997, plaintiff
filed a second Motion for a Preliminary Injunction. The Court held a tele-
phonic conference on March 12, 1997 and denied plaintiff's request for a 
hearing on its second preliminary injunction motion. Plaintiff has indicated
that it intends to file a motion for summary judgement, and the Court has
scheduled a hearing on that motion for May 13, 1997.

       The Company continues to believe that suspension of the conversion is
warranted for various reasons, including without limitation, the unusual
trading activity in the Company's Common stock following the issuance of the
Preferred Stock, coupled with the substantial conversions of the Preferred
Stock at conversion prices linked to the market price of the Common Stock.
The Company intends to take whatever action is required to protect the 
interests of the Company, its Stockholders generally and its Preferred
Stockholders, which may include renegotiation of the terms and conditions of
the Preferred Stock, and intends to vigorously defend its decision to
suspend conversion of the Preferred Stock.
       
       The   Company   has  been  considering  a  number  of   additional
alternatives   to   provide   financing   for   the   Company's   growing
operations.    As   of   the  date  hereof,  none  of   these   financing
opportunities are probable.

                          The Offering

       Securities Offered:   771,758 shares of Common Stock issuable upon
                             the exercise of currently outstanding stock 
                             options

       Use of Proceeds:      The Company will not receive any proceeds of 
                             this offering

       Risk Factors:         The securities offered hereby involve a high
                             degree of risk.   See "RISK FACTORS."

       Nasdaq Trading
          Symbols:           Common Stock - RUOK

                          RISK FACTORS

            THIS  OFFERING  INVOLVES  SUBSTANTIAL  INVESTMENT  RISK   AND
COMMON  STOCK  SHOULD  BE  PURCHASED  ONLY  BY  PERSONS  WHO  CAN  AFFORD
THE  LOSS  OF  THEIR  ENTIRE  INVESTMENT.  IN  EVALUATING  AN  INVESTMENT
IN   THE   COMPANY  AND  ITS  BUSINESS  PRIOR  TO  PURCHASE,  PROSPECTIVE
INVESTORS  SHOULD  CAREFULLY  CONSIDER  THE  FOLLOWING  RISK  FACTORS  AS
WELL AS OTHER INFORMATION SET FORTH ELSEWHERE IN THIS PROSPECTUS:

            Unprofitable   Operations;   Significant   Obligations.   The
Company   incurred  losses  of  $3,030,830,  $4,411,898  and   $3,158,260
for   the  years  ended  June  30,  1995  and  June  30,  1996,  and  the
three  months  ended  September  30,  1996,  respectively.   The  Company
is   required   to  pay  the  long-term  indebtedness   of   Systems   in
connection  with  Systems  Plan  of  Reorganization,  through  the   year
2000.    The   Company   has  funded  its  operations   through   various
private  placements  of  its  securities,  including  the  sale  of   the
Series   A   Preferred  Stock,  and  through  debt  financing,  including
the   Mellon   financing.   In  this  regard,  the  Company  expects   to
incur   significant  interest  expense  as  a  result   of   the   Mellon
financing.   In  the  past,  the Company has  used  external  sources  of
funding   to   finance  its  operations  (including  its   debt   service
requirements)  and  expects  to  continue  to  use  external  sources  of
funding   for   such  purpose  until  the  Company's  operations   become
profitable.   However,  there  can  be  no  assurance  that  such   funds
will   continue   to   be  available  if  needed.    The   inability   to
provide  for  its  working  capital needs  would  seriously  inhibit  the
Company's    development   and   adversely   affect   its   results    of
operations and prospects.

            Possible   Conversion  of  Series  A  Preferred   Stock    In
September  1996,  as  a  result  of then current  market  conditions  for
the  Common  Stock,  the  Company  suspended  conversion  of  the  Series
A  Preferred  Stock.   The  Company and certain  holders  of  the  Series
A   Preferred   Stock  have  been  actively  negotiating  an  alternative
to   the  prescribed  conversion.   The  Company  intends  to  offer   to
repurchase   some   or  all  of  the  outstanding  Series   A   Preferred
Stock.   There  can  be  no  assurance that any  holders  of  the  Series
A   Preferred  Stock  will  accept  an  offer  for  repurchase  of  their
shares.    If   the  Series  A  Preferred  Stockholders  do  not   accept
such   an   offer,  they  may  seek  to  compel  the  Company  to   allow
conversion  to  Common  Stock  and/or  seek  monetary  damages  resulting
from   their  inability  to  convert  their  shares.   Furthermore,   the
Company   may   again  permit  the  conversion  of  Series  A   Preferred
Stock into shares of Common Stock at any time.

            Consequences   of  Default  under  Plan  of   Reorganization.
The   Company's  wholly-owned  subsidiary,  Systems,  filed  a   petition
for  reorganization  under  Chapter 11  of  the  Federal  Bankruptcy  Act
in   October  1987.   Systems'  Plan  of  Reorganization  was   confirmed
by   the   U.S.   Bankruptcy   Court  in   January   1990,   and   became
effective  in  February  1990.   The  Plan  of  Reorganization   provides
for,     among    other    things,    long-term    payments     totalling
approximately   $2.8  million  to  secured  and  unsecured   pre-petition
creditors  and  for  unpaid state and federal  taxes.   As  of  June  30,
1996,   deferred   payment   obligations   to   such   pre-reorganization
creditors    totalled   $374,058,   which   are   payable   in    varying
installments   (assuming  the  adherence  to  the  repayment   schedule),
through  the  year  2000,  as  long as there  are  no  defaults  (failure
to   make  timely  payments)  under  the  Plan  of  Reorganization.    In
the   event  that  the  Company  should  default  in  payment  of   these
deferred   obligations,  Systems'  pre-reorganization   creditors   could
seek   appropriate  relief  in  the  bankruptcy  court,  the  result   of
which   could   range   from   dismissal  or   conversion   of   Systems'
bankruptcy   to   a  Chapter  7  proceeding  requiring   liquidation   of
Systems,   or   modification   of  Systems'   Plan   of   Reorganization,
which  could  have  a  material adverse effect  upon  the  Company.   Any
such   modified  plan  could  require  the  Company  to   pay   more   to
prepetition   creditors   than   the   amounts   required    under    the
existing   Plan   of  Reorganization.   To  date,  payments   under   the
Plan of Reorganization have been made in a timely fashion.

           Dependence  on  Key  Personnel.   The  Company  believes  that
it   is   dependent   to  a  significant  degree  on  the   services   of
Richard   M.  Brooks,  its  President,  Chief  Executive  and   Financial
Officer  and  Ronald  A.  Feldman,  its  Chief  Operating  Officer.   The
Company   has   purchased  key  person  insurance   on   the   lives   of
Messrs.  Brooks  and  Feldman  in  the  amounts  of  $3,000,000  (payable
to    Mellon   Bank)   and   $1,000,000   (payable   to   the    Company)
respectively.    There   can  be  no  assurance   that   such   insurance
would  be  sufficient  to compensate the Company  in  the  event  of  the
death  of  Mr.  Brooks  or  Mr. Feldman.  In addition,  the  Company  has
entered   into   ^   five-year   employment   agreements   with   Messrs.
Brooks  and  Feldman,  effective  on October  23,  1992,  as  amended  to
expire  on  June  30,  2000,  but there can  be  no  assurance  that  Mr.
Brooks   will   remain   with   the   Company   during   such   term   or
thereafter.   In  the  event that Mr. Brooks  or  Mr.  Feldman  or  other
key   personnel  should  die,  become  incapacitated,  resign,  otherwise
not  remain  with  the  Company or for any  other  reason  be  unable  to
perform  their  duties,  there  can be no  assurance  that  the  business
and operations of the Company would not be adversely affected.

             Competition    and   Markets.    The   personal    emergency
response   and  electronic  security  services  industries   are   highly
competitive.  There  are  numerous  companies  of  comparable  size   to,
or  larger  than,  the  Company  and many  smaller  companies  that  sell
PERS    and    electronic   security   service   equipment   and    offer
monitoring   services.   Many   of   the   Company's   competitors   have
significantly   greater   financial  resources   and   a   larger   sales
organization   than  the  Company.   In  addition,  while   the   Company
generally   competes   with  sellers  of  PERS  and  security   services,
there   are   numerous   large  national  and  multinational   companies,
with  far  greater  resources  than the  Company,  that  compete  in  the
information    services    industry   and   the    electronic    security
services   industry.   The  Company  competes  for  the  acquisition   of
new  accounts  on  the  basis of its reputation  in  the  industry.   The
Company   also   competes   in  connection  with   the   acquisition   of
blocks   of  existing  accounts  based  on  the  financial  package   its
offers   the   acquirees.  There  is  no  assurance  that   such   larger
companies   will   not  attempt  to  enter  the  PERS   market   in   the
future,  or,  if  they  do,  that the Company will  be  able  to  compete
successfully.

           State  and  Federal  Regulation.   As  a  seller  of  personal
emergency   response   units  and  electronic   security   systems,   the
Company   is   subject   to   laws   and  regulations   administered   by
various   states,  the  Federal  Communications  Commission,   the   Food
and   Drug  Administration  and  the  Federal  Trade  Commission.    Some
states   require  licenses  or  permits  to  sell  PERS  and   electronic
monitoring    systems   and   to   provide   security    services.     In
addition,    federal    and   state   regulations,   including    without
limitation,   consumer  protection  laws,  govern   the   promotion   and
advertising  activities  of  the  Company  and  other  sellers   of   the
Company's  products  and  services.   The  Company's  relationship   with
its   franchisees  also  is  subject  to  regulation  under  federal  and
state   franchise  laws.   Compliance  with  such  laws  and  regulations
is  costly,  and  changes  in  laws and regulations  could  increase  the
cost   of   compliance  and  materially  affect  the  Company  in   other
respects   not   presently  foreseeable.   In  the  past,   Systems   has
been  the  subject  of  enforcement  actions  brought  under  state   and
federal   law   to   enforce  certain  of  these  laws  and   regulations
concerning  the  sales  of  franchises.  The  Company  believes  that  it
is  in  compliance  with  all  material state  and  Federal  regulations.
There  can  be  no  assurance  that the Company  will  not  be  subjected
to enforcement actions in the future.

            Products   Liability   and   Errors   and   Omissions.    The
Company  is  subject  to  claims  by  customers  that  a  PERS  unit  was
defective,   that   the   Company  has  failed  to   provide   monitoring
services   as  required,  or  that  some  action  or  inaction   by   the
Company   or  failure  of  its  products  or  services  has   caused   or
contributed   to  injury  to  the  customer.   While  the   Company   has
liability   insurance   which   it   deems   adequate   ($1,000,000   per
occurrence   and  $5,000,000  in  the  aggregate),  there   can   be   no
assurance   that   the   Company  will   be   able   to   maintain   such
insurance  or  will  not  be  subjected  to  claims  in  excess  of   its
insurance coverage.

            Prior   Sale   of  Unregistered  Securities.    In   February
1996,   the   Company   consented   to   the   issuance   of   an   Order
Instituting   Proceedings  pursuant  to  the  Securities  Act   of   1933
(the   "Securities  Act")  and  the  Securities  Exchange  Act  of   1934
and  Findings  and  Order  of  the  Securities  and  Exchange  Commission
(the  "Finding"),  without  admitting  or  denying  any  allegations   or
facts   contained  therein.   In  July  1993,  the  Company  sold  60,000
shares   of  Common  Stock  pursuant  to  what  it  claimed  to   be   an
exemption   from  registration  under  Regulation  S  of  the  Securities
Act.    The   Finding   stated   that  such   sales   were   made   under
circumstances  in  which  the Company knew  or  should  have  known  that
such   exemption   was   not   available.   Consequently,   the   Finding
stated,   the   sales  were  made  in  violation  of   the   registration
provisions   of   the   Securities  Act.   The   Company   consented   to
permanently   cease   and   desist  from  committing   or   causing   any
violation,   and   any   future  violation,   of   Section   5   of   the
Securities Act.

             Limitation   of   Directors'   Liability.    The   Company's
Certificate    of   Incorporation   limits   the   liability    of    the
Company's  directors  for  breach of their  fiduciary  duty  of  care  to
the   Company.   The  effect  of  this  provision  is  to  eliminate  the
directors'    liability    for   monetary    damages    resulting    from
negligent   or   grossly  negligent  conduct  in   most   situations.   A
director  remains  responsible  for  damages  to  the  Company  resulting
from  a  breach  of  his  duty of loyalty to the Company,  a  failure  to
act  in  good  faith,  intentional misconduct,  a  knowing  violation  of
law,  receipt  of  an  improper  personal  benefit,  or  approval  of  an
illegal   dividend   or   stock   purchase.    Liabilities   under    the
federal  securities  laws  also  are  not  affected  by  this  provision,
as the SEC views such provisions as unenforceable.

            Authorization   and  Discretionary  Issuance   of   Preferred
Stock.   The  Company's  Certificate  of  Incorporation  authorizes   the
issuance  of  "blank  check"  preferred  stock  with  such  designations,
rights  and  preferences  as  may be determined  from  time  to  time  by
the  Board  of  Directors.   Accordingly,  the  Board  of  Directors   is
empowered,  without  stockholder  approval,  to  issue  preferred   stock
with   dividend,   liquidation,  conversion,  voting  or   other   rights
which  would  adversely  affect  the voting  power  or  other  rights  of
the   holders   of  the  Company's  Common  Stock.   In  the   event   of
issuance,   the   preferred  stock  could  be  utilized,  under   certain
circumstances,    as    a   method   of   discouraging,    delaying    or
preventing  a  change  in  control  of  the  Company,  which  could  have
the   effect   of   discouraging  bids  for  the  Company   and   thereby
prevent   stockholders  from  receiving  the  maximum  value  for   their
shares.   There  can  be  no  assurance  that  preferred  stock  of   the
Company will not be issued at some time in the future.

            Shares  Eligible  for  Future  Sale;  Market  Overhang   from
Outstanding  Warrants  and  Options.   As  of  December  31,  1996,   the
Company    had   outstanding   4,130,908   shares   of   Common    Stock,
substantially  all  of  which  shares  are  freely  transferable  without
restriction   or   further  registration  under   the   Securities   Act.
For   the   "restricted   securities,"  under  Rule   144,   if   certain
conditions   are   met,  persons  who  satisfy  a   two   year   "holding
period"  may  sell  within  any  three-month  period  a  number  of  such
shares  which  does  not  exceed  the  greater  of  one  percent  of  the
total   number   shares  outstanding  or  the  average   weekly   trading
volume   of  such  shares  during  the  four  calendar  weeks  prior   to
such   sale.    After   a   three-year  holding  period   is   satisfied,
persons  who  are  not  "affiliates" of  the  issuer  of  the  securities
are  permitted  to  sell  such  shares without  regard  to  these  volume
restrictions.

            Warrants  and  options  to  purchase  the  following   number
of  shares  of  Common  Stock  are  outstanding:   (i)  1,233,381  shares
issuable  upon  exercise  of  Class  A  Warrants  at  a  price  of  $2.50
per  share,  (ii)  1,481,950  shares  issuable  upon  exercise  of  Class
B   Warrants  at  a  price  of  $3.50  per  share,  (iii)  49,700  shares
issuable  upon  exercise  of  Class  C Warrants,  (iv)  2,868,400  shares
issuable   upon  exercise  of  options  issued  to  officers,   directors
and   employees   of  the  Company,  (v)  12,500  shares  issuable   upon
conversion    of    convertible   debentures,   (vi)    175,000    shares
issuable  upon  exercise  of  the warrants  at  $4.50  per  share,  (vii)
1,032,135   shares   issuable  at  a  price  of  $3.25   per   share   in
connection  with  the  Mellon  financing,  (viii)  2,870,833   shares
issuable  upon  conversion  of  the  Series  A  Preferred  Stock   (based
on  the  current  price  of  the Common Stock and  assuming  the  Company
redeems   the   shares   otherwise   issuable   with   respect   to   the
Premium),    assuming   the   Series   A   Preferred   Stock    is    not
repurchased by the Company.

            No  prediction  can  be  made  as  to  the  effect,  if  any,
that  sales  of  shares  of  Common Stock or  the  availability  of  such
shares  for  sale  will  have  on  the market  prices  of  the  Company's
securities   prevailing  from  time  to  time.   The   possibility   that
substantial   amounts   of   currently   restricted   shares   or   newly
issued   shares   of   Common   Stock  into   the   public   market   may
adversely   affect  prevailing  market  prices  for  the   Common   Stock
and   could  impair  the  Company's  ability  to  raise  capital  in  the
future through the sale of equity securities.

            Nasdaq   Maintenance  Requirements;  Possible  Delisting   of
Securities   from  Nasdaq  System.   The  Board  of  Governors   of   the
National   Association  of  Securities  Dealers,  Inc.  has   established
certain   standards  for  the  continued  listing  of   a   security   on
Nasdaq.    The   maintenance  standards  require,  among  other   things,
that   an   issuer   have  total  assets  of  at  least  $2,000,000   and
capital  and  surplus  of  at  least $1,000,000;  that  the  minimum  bid
price  for  the  listed  securities  be  $1  per  share;  and  that   the
minimum   market   value   of   the   "public   float"   be   at    least
$1,000,000.    A   deficiency  in  either  the  market   value   of   the
public  float  or  the  bid  price maintenance standard  will  be  deemed
to   exist   if  the  issuer  fails  the  individual  stated  requirement
for  ten  consecutive  trading  days.   If  an  issuer  falls  below  the
bid   price  maintenance  standard,  it  may  remain  on  Nasdaq  if  the
market  value  of  the  public  float is  at  least  $1,000,000  and  the
issuer   has   $2,000,000  in  equity.   The  Company's  current   Common
Stock   price  is  above  $1  per  share,  however,  there  can   be   no
assurance    that   the   Company   will   continue   to   satisfy    the
requirements  for  maintaining  a  Nasdaq  listing.   If  the   Company's
securities   were  excluded  from  Nasdaq,  it  would  adversely   affect
the  prices  of  such  securities and the  ability  of  holders  to  sell
them.

           Penny  Stock  Regulation.   In  the  event  that  the  Company
is   unable   to  satisfy  Nasdaq's  maintenance  requirements,   trading
would  be  conducted  in  the  "pink sheets"  or  the  NASD's  Electronic
Bulletin  Board.   In  the  absence of  the  Common  Stock  being  quoted
on   Nasdaq,   or   the  Company  having  $2,000,000  in   net   tangible
assets,  trading  in  the Common Stock would be  covered  by  Rules  15g-
1  through  15g-6  promulgated  under  the  Securities  Exchange  Act  of
1934   for   non-Nasdaq  and  non-exchange  listed   securities.    Under
such   rules,   broker/dealers   who   recommend   such   securities   to
persons   other  than  established  customers  and  accredited  investors
must   make   a  special  written  suitability  determination   for   the
purchaser   and   receive  the  purchaser's  written   agreement   to   a
transaction  prior  to  sale.   Securities also  are  exempt  from  these
rules if the market price is at least $5.00 per share.

            The   SEC   adopted  regulations  that  generally  define   a
penny  stock  to  be  any  equity security that has  a  market  price  of
less   than  $5.00  per  share,  subject  to  certain  exceptions   (such
exceptions  including  an  equity  security  listed  on  Nasdaq  and   an
equity   security  issued  by  an  issuer  that  has  (i)  net   tangible
assets   of   at   least  $2,000,000,  if  such  issuer   has   been   in
continuous  operation  for  three years,  (ii)  net  tangible  assets  of
at   least   $5,000,000,   if  such  issuer  has   been   in   continuous
operation  for  less  than  three years,  or  (iii)  average  revenue  of
at   least   $6,000,000  for  the  preceding  three  years).  Unless   an
exception   is   available,  the  regulations   require   the   delivery,
prior  to  any  transaction  involving a penny  stock,  of  a  disclosure
schedule   explaining   the   penny   stock   market   and   the    risks
associated therewith.

            If   the   Company's  Common  Stock  were  subject   to   the
regulations   on   penny   stocks,   the   market   liquidity   for   the
Company's  Common  Stock  could  be severely  affected  by  limiting  the
ability  of  broker/dealers  to  sell  the  Company's  Common  Stock  and
ability   of  purchasers  in  this  offering  to  sell  their  securities
in  the  secondary  market.   There  is  no  assurance  that  trading  in
the   Company's  securities  will  not  be  subject  to  these  or  other
regulations   that   would  adversely  affect   the   market   for   such
securities.

           Lack  of  Dividends.   The Company has  never  paid  and  does
not  plan  to  pay  in  the  foreseeable  future  any  dividends  on  its
Common Stock, although it is not restricted from doing so.

                        USE OF PROCEEDS

            The  Company  will  not  receive any proceeds  from  the  sale
of the Common Stock.

                      PLAN OF DISTRIBUTION

            The shares offered hereby may be offered and sold from  time
to time by the stockholders, or by pledgees, donees, transferees or other
successors in interest.  Such offers and sales  may be made from time to
time on Nasdaq or otherwise, at prices and on terms then prevailing or at
prices related to the then-current market price, or in negotiated trans-
actions. The methods by which the shares may be sold may include, but not
be limited to, the following: a block trade in which the broker or dealer
so engaged will attempt to sell the shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction;
(a) purchases by a broker or dealer as principal and resale by such broker
or dealer for its account; an exchange distribution in accordance with the
rules of such exchange; ordinary brokerage transactions and transactions  
in which the broker solicits purchasers; privately negotiated transactions;
short  sales;  and  a  combination of  any  such  methods  of  sale.   In
effecting   sales,  brokers  or  dealers  engaged  by  the   stockholders
may   receive   commissions  or  discounts  from  the   stockholders   or
from  the  purchasers  in  amounts  to be  negotiated  immediately  prior
to   the   sale.   The  stockholders  may  also  sell  such   shares   in
accordance with Rule 144 under the Securities Act.

       The  Company  is  bearing  all  of  the  costs  relating  to   the
registration  of  the  shares.   Any  commissions,  discounts  or   other
fees  payable  to  the  broker,  dealer,  underwriter,  agent  or  market
maker  in  connection  with  the  sale of  any  of  the  shares  will  be
borne by the Warrantholders.

                                                    Beneficial Ownership
                                               -----------------------------
Name                       Shares Offered      Prior to Sale      After Sale
----                       --------------      -------------      ----------
Adrienne Ammirata                     600                600           -
Anthony Lopez                         600                600           -
Arline Cheever                      1,000              1,000           -
Beverly Silver                        600                600           -
Robert Miller                         700                700           -
Brenda Blanc                          500                500           -
Brinda Carpenter                      700                700           - 
Carol Buchko                        1,200              1,200           - 
Chester Bukowski                      500                500           -
Charles Weber Jr.                   1,800              1,800           -
Daniel Gladstone                      600                600           -
Dana Molfetto                       6,500              6,500           -
David Maher                           500                500           -
Debbie Magante                      1,400              1,400           - 
Don Williams                          500                500           -
Donald McHugh                       1,500              1,500           -
Donna Dorris                        4,000              4,000           -
Donna Hettinger                     3,000              3,000           -
Edna Johnson                          700                700           -
Edwin Sadinsky                        700                700           -
Eugene Recanzone                      500                500           -
Fabio Ziccardi                      1,000              1,000           -
Florestine Labeaud                    500                500           -
Frank Costantino                    1,000              1,000           -
Frank Fishman                       6,000              6,000           -
Guadalupe Rodriguez                   600                600           -
Isai Cancel                           700                700           -
Jake Jones                            600                600           -
Janet Connor                          500                500           -
Janet Roszel                          600                600           -
Jennifer Lombardi                     500                500           -
Joseph Rutkowski                      500                500           -
Jorge Rivera                          600                600           -
Joseph Miri                           600                600           -
Josephe Sanfedele                     500                500           -
Judith Cancel                       2,500              2,500           -
Keith Campbell                        500                500           -
Kevin Doyle                         5,500              6,700         1,200
Larry Wilson                        2,200              2,200           -
Rodgers L. King                     2,000              2,000           -
Leslie Gasden                         500                500           -
Lillian Lotitto                       700                700           -
Linda Schuler                         600                600           -
Elizabeth Schaeffer                   700                700           -
Lorraine Coley                      1,500              1,500           -
Luz Didenko                           500                500           -
Lynn McNellis                       1,800              1,800           -
Marc Gilbert                       35,000             35,000           -
Marie Pie                           4,350              4,350           -
Mark Schwartz                       2,400              2,400           -
Michael Henderson                     500                500           -
Michelle Malek                      2,300              2,300           -
Ozzie Durbin                        2,700              2,700           -
Patricia Douglas                      700                700           -
Paula Maraspin                      1,200              1,200           -
Randi Silverman-Nwigwe                500                500           -
Randy Carpenter                       500                500           -
Reide Fishman                       1,200              1,200           -
Robert Bailey                       1,500              1,500           -
Robert New                            600                600           -
Scott Affrime                      35,858             35,858           -
Scott Bonetz                        1,100              1,100           -
Solange Nelson                      1,000              1,000           -
Stuart Levin                       14,500             14,500           -
Susan Hearn                         2,000              2,000           - 
Tom Hayes                             500                500           -
Tom Vogt                            1,450              1,450           -
Walter Haenish                        600                600           -
Todd Herman                       300,000            309,972         9,972 
John Colehower                    300,000            312,000        12,000

                         LEGAL MATTERS

            The   validity   of   the  shares  of  Common   Stock   under
applicable   state  law  will  be  passed  upon  for   the   Company   by
Schneck   Weltman   Hashmall  &  Mischel  LLP,   1285   Avenue   of   the
Americas, New York, New York 10019.

                            EXPERTS

            The  financial  statements  and  schedules  incorporated   by
reference   in   this  Prospectus  and  elsewhere  in  the   Registration
Statement   have   been   audited   by   Fishbein   &   Company,    P.C.,
Independent  Certified  Public  Accountants,  to  the  extent   indicated
in  their  reports  with  respect thereto, and  are  included  herein  in
reliance   upon   the   authority   of   said   firms   as   experts   in
accounting and auditing in giving said reports.

      DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
                 FOR SECURITIES ACT LIABILITIES

             Insofar   as   indemnification   for   liabilities   arising
under  the  Securities  Act  may  be  permitted  to  directors,  officers
and   controlling   persons   of  the  Company   and   to   the   Selling
Stockholders    pursuant   to   the   provisions   of    the    Company's
Certificate   of  Incorporation,  the  Company  has  been  advised   that
in   the   opinion  of  the  Securities  and  Exchange  Commission   such
indemnification   is   against  public  policy  as   expressed   in   the
Securities   Act  and  is,  therefore,  unenforceable.   In   the   event
that   a  claim  for  indemnification  against  such  liabilities  (other
than  the  payment  by  the Company of expenses incurred  or  paid  by  a
director,   officer  or  controlling  person  of  the  Company   in   the
successful  defense  of  any  action, suit  or  proceeding)  is  asserted
by   such   officer,  director  or  controlling  person   in   connection
with  the  securities  being  registered, the  Company  will,  unless  in
he   opinion   of   its   counsel  the  matter  has   been   settled   by
controlling    precedent,   submit   to   a    court    of    appropriate
jurisdiction  the  question  of  whether  such  indemnification   by   it
is  against  public  policy  as  expressed  in  the  Securities  Act  and
will be governed by the final adjudication of such issue.