FORM 10-Q

                SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C.  20549


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

For the quarterly period ended December 31, 1999

                                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)

                             (732) 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 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.

Yes  X    No

     Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of February 9, 2000:
12,571,258 shares of common stock, par value $.01 per share.

                                   INDEX




Part I.  Financial Information:


    Item 1.   Financial Statements (Unaudited).                 Page


    Condensed Consolidated Balance Sheets as of
    December 31, 1999 and September 30, 1999                     3-4


    Condensed Consolidated Statements of Operations for the
    three months ended December 31, 1999 and 1998                  5


    Condensed Consolidated Statements of Cash Flows
    for the three months ended December 31,
    1999 and 1998                                                6-7


    Notes to Condensed Consolidated Financial Statements        8-17


    Item 2.   Management's Discussion and Analysis of
              Financial Condition and Results of Operations.   18-20


Part II.  Other Information:


    Item 6.   Exhibits and Reports on Form 8-K                    21


Signatures                                                        22



<PAGE>
                      PART I.  FINANCIAL INFORMATION

                        PENTECH INTERNATIONAL INC.
                             AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED BALANCE SHEETS

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


                                    December 31, 1999   September 30, 1999
                                       (unaudited)
    Current Assets:

    Cash                                $   263             $     -
    Accounts receivable, net of
      allowances for doubtful
      accounts of $56 at
      December 31, 1999 and $36
      at September 30,
      1999, respectively                 10,631              15,301
    Inventories (Note 1)                 14,757              15,415
    Prepaid expenses and other            1,667               1,633
    Joint venture receivable (Note 7)       217                   -
    Available-for-Sale Security
      (Note 6)                                55                 181

    Total current assets                 27,590              32,530

    Furniture and equipment (Note 1)      9,334               9,472
     Less accumulated depreciation       (6,412)             (6,318)

                                          2,922               3,154

    Other assets:

    Trademarks, net of amortization
      of $787 at December 31, 1999
      and $762 at September 30, 1999
     (Note 1)
    Due from officer                        224                 236

                                            174                 174

                                            398                 410

                                        $30,910             $36,094


         See notes to condensed consolidated financial statements.

                        PENTECH INTERNATIONAL INC.
                             AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED BALANCE SHEETS

                   LIABILITIES AND SHAREHOLDERS' EQUITY
                              (000's omitted)

                                December 31, 1999    September 30, 1999
                                     (unaudited)
Current liabilities:
  Notes payable, bank
    (Note 2)                         $12,686             $13,882
  Accounts payable                     1,792               3,322
  Accrued expenses                     1,660               3,056
  Settlement note payable (Note 5)        300                 300
  Deferred income from joint venture
   (Note 7)                               84                   -

    Total current liabilities         16,522              20,560

Other liabilities:
  Royalty payable, long-term (Note 5)      50                  50
  Settlement note payable,
    long-term (Note 5)                 1,500               1,500

                                       1,550               1,550

Commitments and contingencies
(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; 12,571,258 shares issued
  and outstanding at December 31, 1999
  and September 30, 1999, respectively   125                 125

  Capital in excess of par             6,839               6,839

  Retained earnings                         5,819               6,839

  Accumulated other comprehensive
   income (Note 7)                         55                 181

                                      12,838              13,984

                                     $30,910             $36,094

         See notes to condensed consolidated financial statements.

                        PENTECH INTERNATIONAL INC.
                             AND SUBSIDIARIES

              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                              (000's omitted)

                                (Unaudited)



                                    Three Months Ended
                                        December 31,

                                  1999                1998


Net sales                            $10,285             $10,568

Cost of sales                          7,060               7,297

Gross profit                      3,225               3,271

Selling, general and
 administrative expenses           3,735               3,538

Plant move expense                   213                   -

Interest expense                    297                 376

Interest (income)                          -                  (2)

                                  4,245               3,912

(Loss) before taxes                   (1,020)               (641)

Income taxes                          -                   -

Net (loss)                       $(1,020)            $  (641)

Net (loss) per
share-basic and diluted
(Note 1)                             $  (.08)            $  (.05)




         See notes to condensed consolidated financial statements.

<PAGE>
                        PENTECH INTERNATIONAL INC.
                             AND SUBSIDIARIES

              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (000's omitted)

                                (Unaudited)

                                                Three Months Ended
                                                   December 31,

                                                1999          1998


Cash flows from operating activities:

     Net (loss)                               $(1,020)      $  (641)

     Adjustments to reconcile net
     income to net cash provided
     by operating activities:

     Depreciation and amortization                261           246
     (Increase) decrease in:
         Accounts receivable                    4,670         4,701
         Joint venture receivable                (217)            -
         Inventories                              658           713
         Prepaid expenses and other               (34)         (106)
         Income taxes receivable/
              payable                               -           448

     Increase (decrease) in:
              Accounts payable                      (1,530)         (696)
         Accrued expenses                      (1,396)       (1,369)
         Deferred income from
           joint venture                               171             -
         Settlement payable                         -          (100)
     Total adjustments
                                                2,583         3,837

         Net cash provided by
         operating activities                   1,563         3,196

Cash flows from investing activities:

    (Purchase) of furniture/equipment             (91)          (46)
     (Increase) Decrease in trademarks            (13)            4

         Net cash (used in)
         investing activities                    (104)          (42)



         See notes to condensed consolidated financial statements.

                        PENTECH INTERNATIONAL INC.
                             AND SUBSIDIARIES

        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
                              (000's omitted)

                                (Unaudited)



                                                   Three Months Ended
                                                      December 31,

                                                   1999           1998


Cash flows from financing activities:

    Net (decrease) in notes
     payable                                     $(1,196)       $(3,568)

    Net cash (used in)
     financing activities                         (1,196)        (3,568)

Net increase (decrease) in cash
and cash equivalents                                 263           (414)

Cash and cash equivalents,
beginning of period                                    -            759

Cash and cash equivalents, end of period         $   263        $   345

Supplemental disclosures of cash flow
information and non-cash financing activities:

    Cash paid during the period for:

         Interest                                $   283        $   456





         See notes to condensed consolidated financial statements.

                   PENTECH INTERNATIONAL INC.
                        AND SUBSIDIARIES

      Notes to Condensed Consolidated Financial Statements
          (The information for the three months ended
           December 31, 1999 and 1998 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
         Company ("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.  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 December 31,
         1999 and the results of operations and the statements of
         cash flows for the three month period ended December 31,
         1999 and 1998.





<PAGE>
                    PENTECH INTERNATIONAL INC.
                        AND SUBSIDIARIES

      Notes to Condensed Consolidated Financial Statements
          (The information for the three months ended
            December 31, 1999 and 1998 is unaudited.)


1.  Summary of significant accounting policies (Cont'd):

    Inventory and Cost of Sales:

         Inventory is stated at the lower of 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 five 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:

         Costs related to trademarks are being amortized over a
         five year period on a straight-line basis.

    Revenue recognition:

         Revenue is recognized upon shipment of product to the
         customer.

    Fair Value of Financial Instruments:

         The fair value for cash and accounts receivable
         approximate carrying amounts due to the short maturity of
         these instruments.  The fair value amounts for notes
         payable approximate carrying amounts due to the variable
         interest rates.

    Use of Estimates:

          The preparation of financial statements in conformity
          with generally accepted accounting principles requires
          management to make estimates and assumptions that affect
          the reported amounts of assets and liabilities and

                    PENTECH INTERNATIONAL INC.
                        AND SUBSIDIARIES

      Notes to Condensed Consolidated Financial Statements
          (The information for the three months ended
           December 31, 1999 and 1998 is unaudited.)


1.  Summary of significant accounting policies (Cont'd):


         disclosure of contingent assets and liabilities at the
         date of the financial statements and the reported amounts
         of revenues and expenses during the reporting period.
         Actual results could differ from those estimates.

         Stock Based Compensation:

         Statement of Financial Accounting Standards No. 123,
         "Accounting for Stock Based Compensation," encourages,
         but does not require companies to record compensation
         cost for stock-based employee compensation plans at fair
         value.  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.





<PAGE>
                    PENTECH INTERNATIONAL INC.
                        AND SUBSIDIARIES

      Notes to Condensed Consolidated Financial Statements
          (The information for the three months ended
           December 31, 1999 and 1998 is unaudited.)


1.  Summary of significant accounting policies (Cont'd):

(Loss) per share:

    The following table sets forth the computation of basic and
diluted (loss) per share:


                                Three months ended December 31,
                                 1999                    1998

Numerator:
    Net (loss)                $(1,020,000)             $ (641,000)


Numerator for basic and
  diluted (loss) per share    $(1,020,000)             $ (641,000)


Denominator:
    Denominator for basic
      earnings per share -
      weighted average
      shares                   12,571,258            12,570,258

Effect of dilutive
  securities:
    Employee stock options          0                     0


Denominator for diluted
  earnings per share -
  adjusted weighted average
  shares and assumed
  conversions:                      12,571,258            12,570,258


Basic and diluted (loss)
  per share                   $   (.08)             $   (.05)





<PAGE>
                    PENTECH INTERNATIONAL INC.
                        AND SUBSIDIARIES

      Notes to Condensed Consolidated Financial Statements
          (The information for the three months ended
           December 31, 1999 and 1998 is unaudited.)


1.  Summary of significant accounting policies (Cont'd):


    Other Recently Issued Accounting Standard:

         In June 1998, the Financial Accounting Standards Board
         issued Statement of Financial Accounting Standards No.
         133 "Accounting for Derivative Instruments and Hedging
         Activities" which is effective for years beginning after
         June 15, 2000.  The Company has completed its review of
         SFAS 133 and has concluded that the adoption of this
         statement would not have any effect on the Company and
         its reporting.


<PAGE>
                    PENTECH INTERNATIONAL INC.
                        AND SUBSIDIARIES

      Notes to Condensed Consolidated Financial Statements
          (The information for the three months ended
           December 31, 1999 and 1998 is unaudited.)


                                  December 31,      September 30,
                                      1999              1999
2.  Notes Payable bank:
    Revolving line of credit,
     interest payable monthly
     at prime plus .5% (9%
     at December 31, 1999 and
     8.75% at September 30, 1999)  $   686,000      $ 1,882,000

    Revolving line of credit,
     interest payable at maturity
     at libor plus 2.5% (ranging
     from 8.09% to 8.10% at
     December 31, 1999 and 7.76%
     to 7.87% at September 30,
     1999)                          12,000,000       12,000,000

                                    $12,686,000      $13,882,000


         In January 1997, the Company entered into a three year
         Revolving Credit Agreement with BankAmerica Business
         Credit, Inc. now known as Bank of America, N.A. (BABC)
         (the "Credit Agreement").  Borrowings under the Credit
         Agreement are subject to limitations based upon eligible
         inventory and accounts receivable as defined in the
         Credit Agreement.  Borrowing under the Credit Agreement
         accrue interest, at the Company's option, at either prime
         plus .5% or libor plus 2.5%.

         In December 1999, the Company and BABC entered into an
         agreement to renew the Credit Agreement for an additional
         three years (the "Renewal").  The Renewal, among other
         things, waives compliance with certain financial
         covenants violated at September 30, 1999, modifies the
         financial covenants for the next three fiscal years,
         increases the maximum inventory advance and allows for a
         seasonal over-advance.

         The Renewal is collateralized by a security interest in
         substantially all of the assets of the Company.  In
         connection with the Renewal, the Company has agreed to
         the maintenance of certain financial covenants and cannot
         declare a cash divided without the consent of BABC.


                    PENTECH INTERNATIONAL INC.
                        AND SUBSIDIARIES

       Notes to Condensed Consolidated Financial Statements
    (The information for the three months ended December 31,
                   1999 and 1998 is unaudited.)


3.  Contingency:

    At December 31, 1999, the Company was contingently liable for
    outstanding letters of credit of $259,931.


4.  Income taxes:


                                         Three Months Ended
                                           December 31

                                       1999             1998

           Federal:
              Current               $    -           $    -
              Deferred                   -                -

            State:
              Current                    -                -
                   Deferred                   -                -

                                    $    -           $    -



    Income tax at Federal
      statutory rate applied to
      income before taxes           $ (347,000)    $ (218,000)

    Add:  state income taxes           (92,000)       (58,000)

         Less: effect of deduction of
      state income taxes for
      Federal purposes                 (32,000)        32,000

    Less: effect of increase in
      valuation allowance              407,000        244,000

    Income taxes provided           $     -        $     -


                  PENTECH INTERNATIONAL INC.
                        AND SUBSIDIARIES

       Notes to Condensed Consolidated Financial Statements
           (The information for the three months ended
             December 31, 1999 and 1998 is unaudited.)

4.   Income taxes (Cont'd):

    Significant components of the Company's deferred tax assets
and liability as of December 31, 1999 and September 30, 1999 are as
follows:
                                  December 31,   September 30,
                                      1999            1999
Current deferred tax asset
  (liability):
   State taxes on deferred
     federal items                $   160,314    $    (51,957)

Current deferred tax assets:
   Bad debts                           24,360          15,331
   Inventory reserve                  385,710         475,580
   Reserve for returns and
     allowances                       135,588         267,018
   Unicap                                    8,364           8,364

   Total current deferred
     tax assets                       554,022         766,293

Valuation allowance on current
  deferred tax assets                (714,336)       (714,336)

                                     (160,314)         51,957

   Net current deferred tax assets     $      -       $       -

Long-term deferred tax liabilities:
   Depreciation                   $  (853,163)   $   (853,163)

Long-term deferred tax assets:
   Reserve for litigation             817,000         817,000
   State net operating loss
     carryforwards                    644,210         552,210
   Federal net operating loss
     carry forward                  1,755,331       1,440,331

Total long-term deferred
  tax assets                        3,216,541       2,809,541

Valuation allowance on
  long-term deferred tax assets    (2,363,378)     (1,956,378)

                                      853,163         853,163
   Net long-term deferred tax
    assets                        $     -        $     -
                    PENTECH INTERNATIONAL INC.
                        AND SUBSIDIARIES

       Notes to Condensed Consolidated Financial Statements
           (The information for the three months ended
             December 31, 1999 and 1998 is unaudited.)


5.  Paradise Settlement

    In Fiscal 1997, the Company entered into a settlement
agreement with Leon Hayduchok, All-Mark Corporation and Paradise
Creations, Inc., (collectively, "Paradise") 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 (the
"Note") and enter into a five year non-exclusive license to sell
such products for a 10% royalty, with an aggregate minimum royalty
of $500,000 (the "Paradise Settlement").  The Company paid $500,000
at the date of signing in January 1997 and a required payment
against the Note of 400,000 in February 1997.  In addition, the
Note required $100,000 quarterly principal payments commencing
January 1, 1998.  Quarterly principal payments have been made
through January 2000.  The Company also paid $400,000 against the
minimum royalty.


6.  Available-for-Sale Security

    The value of Fun Cosmetics, Inc. stock (based on quoted market
prices) as of December 31, 1999 was $.275 a share.  The Company has
the right to begin selling its shares in Fun.  However, due to the
historically low level of trading activity, the number of shares
the Company owns and the fact that the shares are unregistered,
there is no assurance the Company will realize the current market
value.

                        Accumulated Other Comprehensive Income

Beginning balance                      $181,400

Less: Net unrealized loss              (126,400)

Ending balance                              $ 55,000


7.  Joint Venture

    During the quarter ended December 31, 1999, the Company formed
a strategic partnership with a manufacturer in Shanghai, China with
the purpose of developing and manufacturing both existing products
and many of the Company's new products in development.  The terms
                   PENTECH INTERNATIONAL INC.
                       AND SUBSIDIARIES

      Notes to Condensed Consolidated Financial Statements
          (The information for the three months ended
           December 31, 1999 and 1998 is unaudited.)



7.  Joint Venture (cont'd):


of the joint venture provide for Pentech to receive cash for some
of its manufacturing equipment and obtain a 50% ownership in the
new entity being formed in China.  In addition, once the
transaction is complete, there will be costs associated with the
relocation of the Company's domestic manufacturing facility.  As of
December 31, 1999, the Company has shipped approximately $217,000
worth of equipment and inventory and incurred relocating costs of
approximately $213,000.  The Company is in the process of
finalizing this transaction.  There is no assurance it will be
finalized, or if finalized, it will not be on terms different than
set forth above.


<PAGE>
Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS.


    (1)  Material Changes in Results of Operations

    Net sales decreased in the three months ended December 31,
1999 2.7% from the same period a year ago primarily due to a
decrease in sales of licensed products.  This was offset by an
increase in the children's activity product line.

    Gross profit as a percentage of net sales increased for the
three months ended December 31, 1999 to 31.3% from 30.9% in the
same period a year ago.  A higher percentage of sales this quarter
came from the children's activity line which generate higher gross
profit margins.

    Selling, general and administrative ("SG&A") expenses as a
percentage of sales for the three months ended December 31, 1999
increased to 36.3% from 33.5% in the same period a year ago.  This
was primarily due to an increase in our sales force.  In addition,
a similar level of fixed costs were incurred over a lower sales
volume.

    For the three months ended December 31, 1999, interest expense
decreased as compared to the same period a year ago.  This was due
to a higher outstanding loan balance in the prior year.

    For the three months ended December 31, 1999, the net loss was
$1,020,000 or $.08 per share as compared to a net loss of $641,000
or $.05 for the same prior period.  The decrease in income was
primarily due to the lower sales volume as well as the plant move
expenses.


    (2)  Material Changes in Financial Condition

    In January 1997, the Company entered into a three year
$30,000,000 (subsequently amended to $25,000,000) revolving credit
facility with BankAmerica Business Credit Inc., now known as Bank
of America, N.A. ("BABC") (the "Credit Agreement").  The amount of
drawings under the facility is subject to limitations based upon
eligible inventory and accounts receivable as described in the
Credit Agreement.  The Credit Agreement is collateralized by a
security interest in substantially all of the assets of the
Company.  In addition, in accordance with the Credit Agreement, the
Company has agreed, among other things, to the maintenance of
certain financial covenants.



    In December 1999, the Company and BABC entered into an
agreement to renew the Credit Agreement for an additional three
years (the "Renewal").  The Renewal, among other things, waives
compliance with certain financial covenants violated at September
30, 1999, modifies the financial covenants for the next three
fiscal years, increases the maximum inventory advance and allows
for a seasonal over-advance.

    The $3,000,000 note (the "Note") issued in connection with the
Paradise Settlement requires $100,000 quarterly principal payments
that commenced January 1, 1998 thru April 1, 2004.  Quarterly
principal payments were made through January 2000.  The Company
does not anticipate any difficulty meeting this payment schedule.

    During the quarter ended December 31, 1999, the Company formed
a strategic partnership with a manufacturer in Shanghai, China with
the purpose of developing and manufacturing both existing products
and many of the Company's new products in development.  The terms
of the joint venture provide for Pentech to receive cash for some
of its manufacturing equipment and obtain a 50% ownership in the
new entity being formed in China.  In addition, once the
transaction is complete, there will be costs associated with the
relocation of the Company's domestic manufacturing facility.  As of
December 31, 1999, the Company has shipped approximately $217,000
worth of equipment and inventory and incurred relocating costs of
approximately $213,000.  The Company is in the process of
finalizing this transaction.  There is no assurance it will be
finalized, or if finalized, it will not be on terms different than
set forth above.

    The Company continued several actions to increase its
liquidity.  It continued a policy of obtaining thirty to sixty day
open credit to finance a majority of its purchases that
historically have been financed pursuant to letters of credit.  It
continues to reduce the number of items held in inventory and has
reduced the level of capital expenditures.

    Working capital decreased $902,000 to $11,068,000 at December
31, 1998.  As a result of the seasonal nature of the Company's
business, the Company's use of its credit facility increases
significantly in the months of May, June, July and August as the
Company finances its inventory and receivables, and declines in
September and October after the collections of receivables from its
Back-to-School sales.  The change in financial position during the
quarter ended December 31, 1999 reflects primarily this seasonality
due to the decrease in receivables from the collection of its Back-
to-School sales and a decline in inventory.

    The Company anticipates that its revolving credit line under
the Credit Agreement together with anticipated revenues from
operations, will 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.


    (3)  Safe Harbor Statement

    Statements which are not historical facts, including
statements about the Company's confidence and strategies and its
expectations about new and existing products, technologies and
opportunities, market and industry segment growth, demand and
acceptance of new and existing products are forward looking
statements that involve risks and uncertainties.  there include,
but are not limited to, product demand and market acceptance risks;
the impact of competitive products and pricing; the results of
financing efforts; the loss of any significant customers of any
business; the effect of the Company's accounting policies; the
effects of economic conditions and trade, legal, social, and
economic risks, such as import, licensing, and trade restrictions;
the results of the Company's business plan and the impact on the
Company of its relationship with its lenders.

<PAGE>
                   PART II.  OTHER INFORMATION


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

(a)      Exhibits.


         3.1  Certificate of Incorporation of the Company, as
              amended, incorporated by reference to Exhibit 3.1
              to Registration Statement.  Statement No. 2-95102-NY of
              the Company.


         3.2  The Company's By-Laws incorporated by reference to
              Exhibit 3.2 to Form S-18.


         27   Financial Data Schedule.


(b)      Reports on Form 8-K.

         None.      
<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: February 22, 2000     By:/s/ William Visone
                                William Visone,
                                Treasurer and Chief Financial
                                Officer































N:\RSKLAW\PTK\10Q-DEC.99