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

                            FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
     SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 1997

                               OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE     
     SECURITIES AND EXCHANGE ACT OF 1934

For the transition period from                to               .

Commission file number 0-15374

                   PENTECH INTERNATIONAL, INC.
     (Exact name of registrant as specified in its charter)

          Delaware                           23-2259391
(State or other jurisdiction of            (IRS Employer 
incorporation or organization)              Identification No.)

195 Carter Drive, Edison, New Jersey           08817
(Address of principal executive offices)     (Zip Code)

                         (908) 287-6640
      (Registrant's telephone number, including area code)


(Former name, former address and former fiscal year, if changed   
  since last report)

     Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities and Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.     [x] Yes  [ ] No

     Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
                                              Outstanding at
Class of Common Stock                          June 30, 1997
---------------------                        -----------------
    $.01 par value                           12,496,758 shares

            Page 1 of 17.  There is no Exhibit Index.

                              INDEX

Part I.  Financial Information:


     Item 1.   Financial Statements (unaudited)             Page 
                                                            ---- 

     Condensed Consolidated Balance Sheets as of 
     June 30, 1997 and September 30, 1996. . . . . . . . . . .3-4


     Condensed Consolidated Statements of Operations for the
     three and nine months ended June 30, 1997 and 1996. . . . .5


     Condensed Consolidated Statements of Cash Flows 
     for the nine months ended June 30, 1997 and 1996. . . . .6-7


     Notes to Condensed Consolidated Financial Statements. . 8-13


     Item 2.   Management's Discussion and 
               Analysis of Financial Condition 
               and Results of Operation. . . . . . . . . . .14-16



Part II.  Other Information:

     Item 6.   Exhibits and Reports on Form 8-K. . . . . . . . 16


Signature. . . . . . . . . . . . . . . . . . . . . . . . . . . 17

<PAGE>
                      PART I.  FINANCIAL INFORMATION

                        PENTECH INTERNATIONAL, INC.
                             AND SUBSIDIARIES
<TABLE>
<CAPTION>
                   CONDENSED CONSOLIDATED BALANCE SHEETS

                                  ASSETS
                              (000's omitted)
                  (Substantially all pledged or assigned)

                                       June 30, 1997   September 30, 1996
                                      --------------   ------------------
                                      (unaudited)       
<S>                                    <C>               <C>
     Current Assets:

     Cash                               $     43            $ 7,064
     Accounts receivable, net of
      allowances for doubtful
      accounts of $15 at
      June 30, 1997 and 
      $403 at September 30,
      1996                                19,020             14,538
     Inventories (Note 1)                 18,928             18,728
     Income taxes receivable                 471              1,146
     Prepaid expenses and other            1,689              1,042
     Deferred tax asset (Note 4)             535                619
                                          ------             ------
     Total current assets                 40,686             43,137
                                          ------             ------

     Furniture and equipment (Note 1)      8,606              8,030
      Less accumulated depreciation        4,669              3,662
                                          ------             ------
                                           3,937              4,368
                                          ------             ------

     Other assets:

     Deferred tax assets, long-term
      (Note 4)                                -                 306
     Trademarks, net of amortization
      (Note 1)                               273                268
     Due from officer                        142                110
                                          ------              -----
                                             415                684
                                          ------              -----

                                        $ 45,038            $48,189
                                          ======             ======

         See notes to condensed consolidated financial statements.

                        PENTECH INTERNATIONAL, INC.
                             AND SUBSIDIARIES
<CAPTION>
                   CONDENSED CONSOLIDATED BALANCE SHEETS

                   LIABILITIES AND SHAREHOLDERS' EQUITY
                              (000's omitted)

                                June 30, 1997        September 30, 1996
                                -------------        ------------------
                                (unaudited)
<S>                              <C>                   <C>
Current liabilities:
  Notes payable, banks
     (Note 2)                      $ 19,338                $  21,352
  Bankers' acceptances                    
     payable (Note 2)                     -                    1,489
  Accounts payable                    1,598                    1,593
  Accrued expenses                    3,752                    3,827
  Settlement payable                      -                      500
  Settlement note payable               500                      700
                                     ------                  -------
  Total current liabilities          25,188                   29,461
                                     ------                  -------
Other liabilities:
  Deferred tax liability, 
   long-term (Note 4)                   156                        -
  Royalty payable, long-term            300                      400
  Settlement note payable,
   long-term                          2,100                    2,300
                                     ------                  -------
                                      2,556                    2,700
                                     ------                  -------
Commitments and contin-
gencies (Note 3)

Shareholders' equity:

  Preferred stock, par value $.10
  per share; authorized 500,000
  shares; issued and outstanding none

  Common stock, par value $.01 per
  share; authorized 20,000,000 shares; 
  12,496,758 shares issued and
  outstanding at June 30, 1997 and
  10,496,758 shares issued and
  outstanding at September 30, 
  1996, respectively                    125                      105

  Capital in excess of par            6,789                    5,846

  Retained earnings                  10,380                   10,077
                                     ------                   ------
                                     17,294                   16,028
                                     ------                   ------
                                    $45,038                  $48,189
                                     ======                   ======

         See notes to condensed consolidated financial statements.

                       <PAGE>
PENTECH INTERNATIONAL, INC.
                             AND SUBSIDIARIES
                                (unaudited)
<CAPTION>
              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
               (000's omitted except for per share amounts)

                         Three Months Ended        Nine Months Ended
                            June 30,                   June 30,     
                         ------------------        -----------------
                           1997      1996            1997    1996
                           ----      ----            ----    ----
<S>                      <C>         <C>           <C>        <C>
Net sales               $21,333     $21,976       $44,725     $44,278

Cost of sales            13,907      14,982        29,072      29,590
                         ------      ------        ------      ------

Gross profit              7,426       6,994        15,653      14,688
                         ------      ------        ------      ------
Selling, general and
 administrative expenses  5,520       5,644        13,373      13,650

Loss on Cosmetics
 operation (Note 5)           -           -           687           -

Interest expense            389          362        1,097         999

Interest (income)             -          (6)          (9)         (30)
                         ------      ------        ------      ------
                          5,909       6,000        15,148      14,619
                         ------      ------        ------      ------
Income before
 taxes                    1,517         994           505         69

Income taxes                606         377           202         26
                         ------      ------         -----     ------
Net income               $  911     $   617        $  303    $    43
                         ======      ======         =====     ======

Net income per share
 fully diluted (Note 6)  $  .07     $   .06        $  .03     $  .00
                         ======      ======         =====      =====




         See notes to condensed consolidated financial statements.


<PAGE>
                       PENTECH INTERNATIONAL, INC.
                             AND SUBSIDIARIES
<CAPTION>
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (000's omitted)
                                (unaudited)

                                                  Nine Months Ended
                                                      June 30,      
                                                  -----------------
                                                  1997          1996
                                                  ----          ----
<S>                                               <C>           <C>
Cash flows from operating activities:

     Net income                               $    303      $     43
                                                ------       -------

     Adjustments to reconcile net 
     income to net cash (used in)
     operating activities:

     Depreciation and amortization               1,007           770
     (Increase) decrease in:
          Accounts receivable                   (4,482)       (7,619)
          Inventories                             (200)         (104)
          Prepaid expenses and other              (647)         (713)
          Income taxes receivable/payable          675         1,308
          Due from officer                         (32)            -
          Deferred tax asset                       390           (80)
     Increase (decrease) in:
          Bankers' acceptances payable          (1,489)        1,327
          Accounts payable                           5          (598)
          Accrued expenses                         (75)          404
          Deferred income taxes payable            156            51
          Settlement payables                   (1,000)            -
                                               -------        ------
     Total adjustments                          (5,692)       (5,254)
                                               -------        ------

     Net cash (used in) operating
          activities                            (5,389)       (5,211)
                                               -------        ------
Cash flows from investing activities:

     (Purchase) of furniture/equipment            (576)         (377)
     (Increase) in trademarks                       (5)          (19)
                                               --------      -------
Net cash (used in) investing activities           (581)         (396)
                                               --------      -------



         See notes to condensed consolidated financial statements.

                       <PAGE>
PENTECH INTERNATIONAL, INC.
                             AND SUBSIDIARIES
<CAPTION>
        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
                              (000's Omitted)
                                (unaudited)

                                                  Nine Months Ended
                                                       June 30,    
                                                  -----------------
                                                  1997      1996
                                                  ----      ----
<S>                                               <C>       <C>
Cash flows from financing activities:
  
     Net (decrease) increase in 
       notes payable                              $(2,014)  $ 5,963
     Issuance of Common Stock                          20         -
     Increase in additional paid in capital           943         -
                                                   ------    ------
          Net cash (used in) provided by
          financing activities                     (1,051)    5,963
                                                   ------    ------
Net (decrease) increase in cash 
and cash equivalents                               (7,021)      356

Cash and cash equivalents,
beginning of period                                 7,064         -
                                                   ------    ------
Cash and cash equivalents, end of period          $    43   $   356
                                                   ------    ------
Supplemental disclosures of cash flow 
information:

     Cash paid during the period for:

          Interest                                $ 1,193   $   857

          Income taxes                            $     -   $     -








         See notes to condensed consolidated financial statements.
</TABLE>

<PAGE>
                   PENTECH INTERNATIONAL, INC.
                        AND SUBSIDIARIES

      Notes to Condensed Consolidated Financial Statements
      (The information for the three and nine months ended
              June 30, 1997 and 1996 is unaudited)

1.   Summary of significant accounting policies:
               
     Organization:
               
          Pentech International, Inc. (the "Company") was formed in
          April 1984.  A wholly-owned subsidiary, Sawdust Pencil
          Co. ("Sawdust") was formed in November 1989 and commenced
          operations in January 1991.  The Company and its
          subsidiary are engaged in the production, design and
          marketing of writing and drawing instruments.  In October
          1993, the Company formed a wholly-owned subsidiary,
          Pentech Cosmetics, Inc. ("Cosmetics"), to manufacture and
          distribute cosmetic pencils.  The Company primarily
          operates in one business segment:  the manufacture and
          marketing of pens, markers, pencils and other writing
          instruments and related products to major mass market
          retailers located in the United States, under the
          "Pentech" name or licensed trademark brand.  The
          Company's fiscal year ends September 30.

     Principles of consolidation:  
               
          The consolidated financial statements include the
          accounts of the Company and its subsidiaries.  All
          significant intercompany balances and transactions have
          been eliminated.

     Cash Equivalents:

          The Company considers all time deposits with a maturity
          of three months or less to be cash equivalents.

     Unaudited financial statements:

          All unaudited financial information includes all
          adjustments (consisting of normal recurring adjustments)
          which the Company considers necessary for a fair
          presentation of the financial position at June 30, 1997,
          the results of operations for the three and nine month
          periods ended June 30, 1997 and 1996, and cash flows for
          the nine month periods ended June 30, 1997 and 1996.

<PAGE>
                  PENTECH INTERNATIONAL, INC.
                        AND SUBSIDIARIES

  Notes to Condensed Consolidated Financial Statements (con't)

1.   Summary of significant accounting policies (con't):

     Inventory and Cost of Sales:
               
          Inventory is stated at the lower cost or market (first-
          in, first-out).  Interim inventories are based on an
          estimated gross profit percentage by product, calculated
          monthly.  Cost of Sales for imported products includes
          the invoice cost, duty, freight in, display and packaging
          costs.  Cost of domestically manufactured products
          includes raw materials, labor, overhead and packaging
          costs.

     Equipment and depreciation:

          Equipment is stated at cost.  Depreciation is provided by
          the straight-line method over the estimated useful lives
          of the assets, which range from three to ten years. 
          Major improvements to existing equipment are capitalized. 
          

          Expenditures for maintenance and repairs which do not
          extend the life of the assets are charged to expense as
          incurred.

     Trademarks:

          The costs thereof are being amortized over a five-year
          period on a straight-line basis.

2.   Notes payable, bank:

                  Rates  June 30, 1997  Rates  September 30, 1996
                  -----  -------------  -----  ------------------
Notes payable(a)  8.375% $12,000,000     8.25%    $11,725,000
                  9.0%     7,338,212     8.25%      9,627,498
                          ----------               ----------
                         $19,338,212              $21,352,498
                          ==========               ==========
Bankers' acceptances 
     payable(a)          $    -          None     $ 1,488,757
                          ==========               ==========

(a)  Notes and bankers' acceptances payable as of September 30,
     1996 were initially advanced under a $34,000,000 line of
     credit which was available at the banks' discretion and
     subject to limitations based upon eligible inventory and
     accounts receivable as defined by that agreement.


                   PENTECH INTERNATIONAL, INC.
                        AND SUBSIDIARIES

  Notes to Condensed Consolidated Financial Statements (con't)

2.   Notes payable, bank (con't):

     As a result of the events leading to the Paradise Settlement
     (defined below), the Company's original line of credit was
     restructured by the banks for a period ending January 31,
     1997.

     In January, 1997, the Company entered into a new three year
     $30,000,000 Revolving Credit Agreement with BankAmerica
     Business Credit, Inc. (the "New Credit Agreement"). 
     Borrowings under the New Credit Agreement are subject to
     limitations based upon eligible inventory and accounts
     receivable as defined in the New Credit Agreement.

     The Credit Agreement is collateralized by a security interest
     in substantially all of the assets of the Company.  In
     connection with the Credit Agreement, the Company has agreed,
     among other things, to the maintenance of certain minimum
     amounts of tangible net worth and interest coverage ratios.

3.   Contingency:

     At June 30, 1997, the Company was contingently liable for
outstanding letters of credit of approximately $581,869.

4.    Income taxes:           Three Months Ended  Nine Months Ended
                                June 30, 1997       June 30, 1997
                             ------------------   -----------------
     Federal:
     Current                          $ 145,000           $  48,000
     Deferred                           324,000             108,000
     
     State:
     Current                             45,000              15,000
     Deferred                            92,000              31,000
                                        -------             -------
                                      $ 606,000           $ 202,000
                                        =======             =======
     Income tax at Federal statutory
     rate applied to income before 
     taxes                            $ 516,000           $  172,000

     Add:  state income taxes           137,000               46,000

     Less: effect of deduction of
     state income taxes for 
     Federal purposes                   (47,000)             (16,000)
                                        --------            --------
     Income taxes                     $ 606,000           $  202,000
                                        =======             ========



                     <PAGE>
PENTECH INTERNATIONAL, INC.
                           AND SUBSIDIARIES

     Notes to Condensed Consolidated Financial Statements (con't)

4.   Income taxes (con't):

     Significant components of the Company's deferred tax assets
(liability) as of June 30, 1997 and September 30, 1996 are as
follows:

                                      June 30,     September 30,
                                       1997            1996
                                      -------      -------------
Current deferred tax liability:
   State taxes on deferred
    federal items                  $ (224,935)     $ (224,935)
                                      -------         -------
Current deferred tax assets:
   Bad debts                           37,854         231,392
   Inventory reserve                  414,520         595,980
   Reserve for returns and
    allowances                        789,799         369,017
   Unicap                              33,110          33,110
   Reserve for restructuring                -         129,000
                                    ---------        --------
   Total current deferred
    tax assets                      1,275,283       1,358,499

Valuation allowance on current
  deferred tax assets                (514,635)       (514,635)
                                    ---------       ---------
                                      760,648         843,864
                                    ---------       ---------
   Net current deferred tax assets    535,713         618,929
                                    =========       =========
Long-term deferred tax liability:
   Depreciation                      (920,700)       (888,450)
                                    ---------       ---------
Long-term deferred tax assets:
   Reserve for litigation           1,290,000       1,720,000
   State net operating loss
    carryforwards                     203,191         203,191
                                    ---------       ---------
Total long-term deferred
  tax assets                        1,493,191       1,923,191

Valuation allowance on
  long-term deferred
  tax assets                         (728,556)       (728,556)
                                    ---------       ---------
                                      764,635       1,194,635
                                    ---------       ---------
   Net long-term deferred tax
    (liability) assets           $   (156,065)    $   306,185
                                    =========       =========
                              
                   PENTECH INTERNATIONAL, INC.
                        AND SUBSIDIARIES

  Notes to Condensed Consolidated Financial Statements (con't)

5.   Loss from Cosmetics operation:

     During the second quarter of 1997, the Board of Directors
determined to discontinue its Cosmetics subsidiary and focus its
efforts primarily on its writing instruments business.  The loss
from Cosmetics operation reported in the second quarter reflects
the write down of certain assets of the operation to their
estimated net realizable value.  The Company is still considering
several options on how to dispose of the operations.  

6.   New authoritative accounting pronouncements:

      The Financial Accounting Standards Board has issued Financial
Accounting Standard No. 123 "Accounting for Stock-Based
Compensation" ("FAS 123").  FAS 123 will take effect for
transactions entered into during the fiscal year beginning October
1, 1996; with respect to disclosures required for entities that
elect to continue to measure compensation cost using a prior
permitted accounting method, such disclosures must include the
effects of all awards granted in the fiscal year beginning October
1, 1995.  The Company has elected to follow Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees"
(APB 25) and related interpretations in accounting for its employee
stock options.  Under APB 25, because the exercise price of the
Company's employee stock options equals the market price of the
underlying stock on the date of grant, no compensation expense is
recognized.

     In February 1997, the Financial Accounting Standards Board
issued Statement No. 128, Earnings Per Share, which is required to
be adopted on December 31, 1997.  At that time, the Company will be
required to change the method currently used to compute earnings
per share and to restate all prior periods.  Under the new
requirements for calculating primary earnings per share, the
dilutive effect of stock options will be excluded.  There is no
impact on primary earnings per share for the third quarter ended
June 30, 1997 and June 30, 1996, respectively.  The impact of
Statement 128 on the calculation of fully diluted earnings per
share for these quarters is not expected to be material.

7.   Paradise Settlement:

     In October 1987, the Company commenced an action against Leon
Hayduchok, All-Mark Corporation and Paradise Creations, Inc.,
(collectively, "Paradise") in the United States District Court for
the Southern District of New York which resulted in an adverse
multi-million dollar judgment against Pentech.  In December 1996,
the parties to such litigation entered into a settlement agreement
providing, among other things, for Pentech to pay $500,000, deliver
a $3,000,000 promissory note plus interest at the rate of 7% per
annum and enter into a five year non-exclusive license to sell such
products for a 10% royalty, with a minimum royalty of $500,000 (the

 
                   PENTECH INTERNATIONAL, INC.
                        AND SUBSIDIARIES

  Notes to Condensed Consolidated Financial Statements (con't)

7.   Paradise Settlement (con't):

"Paradise Settlement").  The Company paid Paradise $400,000 in
February 1997, $500,000 in January 1997, and $100,000 of the
minimum royalty in December 1996.

8.        Private Placement:

     In January 1997, the Company completed a private offering of
20 Units, each Unit consisting of 100,000 shares of Common Stock of
the Company for $50,000 per Unit (the "Private Offering").  The
Company received net proceeds of $963,000 from the Private
Offering.  Officers and directors of the Company acquired 52.5% of
the Units sold in the Private Offering and participated on the same
terms as the other investors in the Private Offering.  The terms of
the Private Offering were established by a Special Committee of the
Board of Directors who did not participate in the Private Offering. 
The Company was required by its banks (at that time) to raise funds
in the Private Offering in order to fund the $500,000 payment
referred to in Note 7 and to enable the Company to fund its
requirements for capital expenditures.

<PAGE>
Item 2.  Management's Discussion and Analysis of Financial
          Condition and Results of Operations.

     This report on Form 10-Q may contain forward-looking
statements, within the meaning of the Private Securities Litigation
Reform Act of 1995.  These forward looking statements are subject
to the business and economic risks faced by the Company and the
Company's actual results could differ materially from those
anticipated in these forward looking statements as a result of
certain factors, including those set forth in this "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" below.

     (1)  Material Changes in Results of Operations

     Net sales decreased 3% for the three months ended June 30,
1997 as compared to the same period a year ago.  This was
principally due to higher sales in the prior year from inventory
closeouts and private label programs.  Net sales increased 1% for
the nine months ended June 30, 1997 as compared to the same period
a year ago as a result of the success of the Company's licensed
products and childrens' activity products.

     Gross profit as a percentage of net sales increased for the
three months ended June 30, 1997 to 34.8% from 31.8% in the same
quarter a year ago, and increased for the nine months ended June
30, 1997 to 35% from 33.2% in the same period a year ago.  This was
primarily due to less closeouts and lower manufacturing costs in
1997 versus 1996.

     Selling, general and administrative ("SG&A") expenses as a
percentage of sales increased for the three months ended June 30,
1997 to 25.9% from 25.7% in the same quarter a year ago as a result
of an increase in royalties.  SG&A decreased for the nine months
ended June 30, 1997 to 29.9% from 30.8% in the same period a year
ago as a result of legal fees associated with Paradise litigation
and an increase in the reserve for the loss associated with this
matter incurred in the prior year.

     There was an increase in interest expense for the three and
nine months ended June 30, 1997 due to interest payments made
regarding the Paradise settlement as compared to these periods a
year ago.

     For the three months ended June 30, 1997, net income increased
to $911,000 or $.07 per share, from $617,000 or $.06 per share, for
the three months ended June 30, 1996.  For the nine months ended
June 30, 1997, net income increased to $303,000, or $.03 per share,
from $43,000, or $.00 per share, for the nine months ended June 30,
1996.

<PAGE>
    (2)  Material Changes in Financial Condition

     During Fiscal 1996, the Company maintained a line of credit
with European American Bank ("EAB") and Chase Manhattan Bank
(collectively referred to as the "Banks"), which permitted maximum
availability of $34,000,000 subject to the Banks' discretion.  As
a result of the events leading up to the Paradise Settlement, this
line of credit was restructured by the Banks to provide a maximum
amount of $22,000,000 for the period ending January 31, 1997.

     In January 1997, the Company entered into a three year
$30,000,000 revolving credit facility with BankAmerica Business
Credit Inc. (the "New Credit Agreement").  The amount of drawings
under the facility is subject to limitations based upon eligible
inventory and accounts receivable as described in the New Credit
Agreement.  The New Credit Agreement is collateralized by a
security interest in substantially all of the assets of the
Company.  In addition, in accordance with the New Credit Agreement,
the Company has agreed, among other things, to the maintenance of
certain minimum amounts of tangible net worth and interest coverage
ratios.

     The $3,000,000 note (the "Note") issued in connection with the
Paradise Settlement required $100,000 quarterly principal payments
commencing January 1, 1998.  The Note also requires prepayment
under certain conditions related to when the Company obtains tax
benefits.  The Company does not anticipate any difficulty meeting
this payment schedule.

     The Company initiated several actions to increase its
liquidity.  It established a policy obtaining thirty to sixty day
vendor credit to finance a majority of its purchases that
historically have been financed pursuant to letters of credit.

     In January 1997, the Company completed a private offering of
securities raising net proceeds of approximately $963,000.

     During the second quarter of 1997, the Company decided to
discontinue its Cosmetics line of product to concentrate its cash
flow on its core stationery line of products.  The Company is
considering several options on how to dispose of the business.  The
Company wrote down assets of approximately $687,000 to their
estimated net realizable value.

     Finally, the Company has been aggressively reducing its
inventory levels over the last several months.

     Working capital increased $1,822,000 to $15,498,000 for the
nine months ended June 30, 1997.  Net cash used in operating
activities was $5,692,000 for the nine months ended June 30, 1997
as compared to $5,254,000 used in operating activities for the same
period a year ago.  This was primarily due to a decrease in bankers
acceptances payable and settlement payables partially offset by the
decrease in accounts receivable and net income in the current
period.  Net cash used in investing activities for the nine months
ended June 30, 1997 was $581,000 as compared to $396,000 for the
same period a year ago.  This was due to the purchase of
manufacturing and computer equipment.  Net cash used in financing
activities for the nine months ended June 30, 1997 was $1,051,000
as compared to $5,963,000 provided by financing activities for the
same period a year ago.  This was due to a decrease in notes
payable which resulted from the Company's inventory reduction
program.

     The Company anticipates the New Credit Agreement together with
anticipated cash from operations should be sufficient to provide
liquidity on both a short-term and long-term basis to finance its
future operations.  The Company believes these resources are
sufficient to support its operating expenses.

                   PART II.  OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K.

          (b)  The Company did not file any reports on Form 8-K
               during the quarter ended June 30, 1997.
      
<PAGE>
                           SIGNATURES



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

 


                              PENTECH INTERNATIONAL, INC.



Dated:  July 28, 1997         By:  /s/ William Visone         
                                  William Visone, Treasurer
                                  and Chief Financial Officer
                                  (Duly authorized officer)









ptk\10q-jun.97