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, 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)

                             (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 December 31, 1997: 
12,506,258 shares of common stock, par value $.01 per share.

                                
<PAGE>
                                   INDEX

Part I.  Financial Information:


     Item 1.   Financial Statements (Unaudited)              Page 


     Condensed Consolidated Balance Sheets as of 
     December 31, 1997 and September 30, 1997                3-4


     Condensed Consolidated Statements of Operations for the
     three months ended December 31, 1997 and 1996             5


     Condensed Consolidated Statements of Cash Flows 
     for the three months ended December 31, 
     1997 and 1996                                           6-7


     Notes to Condensed Consolidated Financial Statements    8-14


     Item 2.   Management's Discussion and 
               Analysis of Financial Condition 
               and Results of Operations                     15-16



Part II.  Other Information:


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


Signatures                                                   17


<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, 1997   September 30, 1997
                                        (unaudited)       
     Current Assets:

     Cash                              $  1,241           $    649
     Accounts receivable, net of
       allowances for doubtful
       accounts of $30 at
       December 31, 1997 and 
       at September 30,
       1997, respectively                10,626             16,293
     Note receivable (Note 8)               508                -
     Inventories (Note 1)                18,578             18,481
     Income taxes receivable                659                422
     Prepaid expenses and other           1,538              1,648
     Deferred Tax Asset                     108                271
                                         
     Total current assets                33,258             37,764
                                         
     Furniture and equipment (Note 1)     8,381              8,895
      Less accumulated depreciation      (4,663)            (4,931)
                                        
                                          3,718              3,964
                                        
     Other assets:

     Deferred tax assets, long-term         278                364
     Trademarks, net of amortization
      (Note 1)                              254                270
     Due from officer                       142                142
                                        
                                            674                776
                                        
                                       $ 37,650           $ 42,504
                                         ======             ======
          See notes to condensed consolidated financial statements.
<PAGE>
PENTECH INTERNATIONAL, INC.
                             AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED BALANCE SHEETS

                   LIABILITIES AND SHAREHOLDERS' EQUITY
                              (000's omitted)

                              December 31, 1997    September 30, 1997
                                  (unaudited)
Current liabilities:
  Notes payable, bank
     (Note 2)                      $ 14,160             $ 17,238
  Accounts payable                    1,223                1,334
  Accrued expenses                    1,854                3,441
  Settlement note payable               300                  300
                                   
  
     Total current liabilities       17,537               22,313
                                   
Other liabilities:
  Royalty payable, long-term            300                  300
  Settlement note payable,
     long-term                        2,200                2,300
                                   
                                      2,500                2,600
Commitments and contingencies
(Note 4)

Shareholders' equity (Note 3):

  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; 12,506,258 and 12,504,258 
  shares issued and outstanding at 
  December 31, 1997 and September 30, 
  1997, respectively                    125                  125

  Capital in excess of par            6,791                6,789
  
  Retained earnings                  10,697               10,677
                                   
                                     17,613               17,591
                                   
                                    $37,650              $42,504
                                     ======               ======

         See notes to condensed consolidated financial statements.
<PAGE>
PENTECH INTERNATIONAL, INC.
                             AND SUBSIDIARIES

              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


                                (Unaudited)



                                Three Months Ended       
                                   December 31,   
                              1997           1996        


Net sales                     $10,888        $12,540

Cost of sales                   6,646          8,047

Gross profit                    4,242          4,493

Selling, general and                 
 administrative expenses        3,862          4,044

Interest expense                  349            367

Interest (income)                  (1)            (8)
                               
                                4,210          4,403
                              
Income before 
 taxes                             32             90

Income taxes                       12             36
                               
Net income                    $    20        $    54
                               ======         ======
Net income per share-
basic and diluted (Note 1)    $   -          $   .01
                               ======         ======




         See notes to condensed consolidated financial statements.
<PAGE>
                       PENTECH INTERNATIONAL, INC.
                             AND SUBSIDIARIES

              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                (Unaudited)

                                             Three Months Ended
                                                December 31,   

                                                  1997        1996


Cash flows from operating activities:

      Net income                                 $   20     $   54
                                                  
      Adjustments to reconcile net 
      income to net cash provided 
      by operating activities:

      Depreciation and amortization                 234        240
      Sale of Cosmetic assets                       758         -
      (Increase) decrease in:
          Accounts receivable                     5,582      4,125
          Note receivable                          (508)        -
          Inventories                              (520)       961
          Prepaid expenses and other                 17       (437)
          Income taxes receivable/
               payable                             (237)       168

      Increase (decrease) in:                     
          Bankers' acceptances payable               -        (497)
          Accounts payable                         (111)      (804)
          Accrued expenses                       (1,587)    (1,114)
          Deferred income 
               taxes payable\receivable             249         29
          Settlement payable                       (100)        - 
      Total adjustments                           
                                                  3,777      2,671
                                                  

          Net cash provided by 
          operating activities                    3,797      2,725
                                                  
Cash flows from investing activities:

     (Purchase) of furniture/equipment             (145)       (21)
      Decrease (Increase) in trademarks              16        (10)
                                                  
          Net cash (used in) 
          investing activities                     (129)       (31)
                                                  

         See notes to condensed consolidated financial statements.
<PAGE>
PENTECH INTERNATIONAL, INC.
                             AND SUBSIDIARIES

        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

                                (Unaudited)

                                                  Three Months Ended
                                                    December 31,    
                                                  1997         1996   


Cash flows from financing activities:

     Net (decrease) in notes
      payable                                     $ (3,078) $ (9,051)

     Proceeds from issuance of 
        common stock                                     2       -          
             
     Net cash (used in) 
      financing activities                          (3,076)   (9,051)
                                                     
Net increase (decrease) in cash and cash 
equivalents                                            592    (6,357)
                                                                           
Cash and cash equivalents,      
beginning of period                                    649     7,064
                                                     
Cash and cash equivalents, end of period          $  1,241    $  707
                                                     =====     ===== 
Supplemental disclosures of cash flow 
information and non-cash financing activities:

     Cash paid during the period for:

          Interest                                $    345    $  468





         See notes to condensed consolidated financial
 statements.<PAGE>
  
                 PENTECH INTERNATIONAL, INC.
                        AND SUBSIDIARIES 

      Notes to Condensed Consolidated Financial Statements
      (The information for the three months ended
            December 31, 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
          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.  In October
          1993, the Company formed a wholly-owned subsidiary,
          Pentech Cosmetics, Inc. to manufacture and distribute
          cosmetic pencils.  During fiscal 1997 the Company decided
          to dispose of this product line.  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,
          1997 and the results of operations and the statements of
          cash flows for the three month period ended December 31,
          1997 and 1996.

<PAGE>
                  PENTECH INTERNATIONAL, INC.
                        AND SUBSIDIARIES 

      Notes to Condensed Consolidated Financial Statements
      (The information for the three months ended
            December 31, 1997 and 1996 is unaudited.)

     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.

     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
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.


                   PENTECH INTERNATIONAL, INC.
                        AND SUBSIDIARIES 

      Notes to Condensed Consolidated Financial Statements
      (The information for the three months ended
            December 31, 1997 and 1996 is unaudited.)

Earnings per common equivalent shares:

          In February 1997, the Financial Accounting Standards
          Board issued Statement No. 128, Earnings Per Share, which
          was adopted by the Company in the quarter ended December
          31, 1997.  The Company is required to change the method
          currently used to compute earnings per share and to
          restate all prior periods.  Under the new requirements
          for calculating basic earnings per share, the dilutive
          effect of stock options will be excluded.

The following table sets for the computation of basic and diluted
earnings per share:

                              Three months ended December 31,
                                  1997                1996
Numerator:
     Net Income                   $20,000             $54,000
                              

Numerator for basic and
  diluted earnings per share      $20,000             $54,000
                              ===========         ===========

Denominator:
     Denominator for basic
       earnings per share -
       weighted average
       shares                  12,504,925          10,496,758

Effect of dilutive
  securities:
     Employee stock options       484,810              -     
                              

Denominator for diluted
  earnings per share -
  adjusted weighted average
  shares and assumed
  conversions:                 12,989,735          10,496,758
                              ===========         ===========

Basic and diluted earnings
  per share                       $ -                $.01
                                 =======            ======
                              
                   PENTECH INTERNATIONAL, INC.
                        AND SUBSIDIARIES 

      Notes to Condensed Consolidated Financial Statements
      (The information for the three months ended
            December 31, 1997 and 1996 is unaudited.)


     Trademarks:

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


2.   Notes payable, bank:

                              December 31,             September 30, 
                    Rate          1997       Rate          1997    

Notes payable      8.188%     $11,000,000   8.128%      $13,000,000

Notes payable      9.00 %       3,160,219   9.00 %        4,238,066
                              

     Total                    $14,160,219               $17,238,066
                              ===========              ============


     Notes payable as of December 31, 1997 and September 30, 1997 were
advanced under a three year $30,000,000 Revolving credit agreement
with BankAmerica Business Credit, Inc. (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.

     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.   Shareholders' Equity:

     In December 1997, options to purchase an aggregate of 2,000
shares of common stock were exercised at $.75 per share resulting in
the issuance of 2,000 shares of common stock and proceeds of $1,500.

4.   Contingency:

     At December 31, 1997 the Company was contingently liable for
outstanding letters of credit of $276,110.
                    PENTECH INTERNATIONAL, INC.
                         AND SUBSIDIARIES 

       Notes to Condensed Consolidated Financial Statements
      (The information for the three months ended
             December 31, 1997 and 1996 is unaudited.)
 .

5.   Income taxes:                                                  
                                        Three Months Ended 
                                            December 31       
                                        1997            1996

            Federal:
               Current              $  1,000          $  3,000
               Deferred                8,000            25,000

            State:
               Current                 1,500             4,000
               Deferred                1,500             4,000 
                                   

                                    $ 12,000          $ 36,000
                                   ==========        ==========


     Income tax at Federal
       statutory rate applied to
       income before taxes          $ 11,000          $ 31,000

     Add:  state income taxes          3,000             8,000

     Less: effect of deduction of
       state income taxes for 
       Federal purposes               (2,000)           (3,000)
                                   

     Income taxes provided          $ 12,000          $ 36,000
                                   ==========        ==========

                    <PAGE>
PENTECH INTERNATIONAL, INC.
                         AND SUBSIDIARIES 

       Notes to Condensed Consolidated Financial Statements
            (The information for the three months ended
             December 31, 1997 and 1996 is unaudited.)

     Significant components of the Company's deferred tax assets and
liability as of December 31, 1997 and September 30, 1997 are as
follows:

                                   December 31,   September 30,
                                       1997            1997   
Current deferred tax liability:
   State taxes on deferred
     federal items                 $  (131,155)   $  (149,823)
                                   
Current deferred tax assets:
   Bad debts                            12,938         12,938
   Inventory reserve                   348,300        520,300
   Reserve for returns and
     allowances                        426,856        313,042
   Unicap                               12,813         12,813
   Cosmetics fixed asset reserve         ---          123,410 
                                   
   Total current deferred
     tax assets                        800,907        982,503

Valuation allowance on current
  deferred tax assets                 (561,500)      (561,500)
                                   
                                       239,407        421,003
                                   
   Net current deferred tax assets $   108,252    $   271,180
                                   ============   ============

Long-term deferred tax liabilities:
   Depreciation                    $  (832,800)   $  (832,800)
                                   
Long-term deferred tax assets:
   Reserve for litigation          $ 1,204,000    $ 1,290,000
   State net operating loss
     carryforwards                     310,700        310,700 
                                   
Total long-term deferred
  tax assets                         1,514,700      1,600,700

Valuation allowance on
  long-term deferred tax assets       (404,065)      (404,065)
                                   
                                   $ 1,110,635    $ 1,196,635 
                                   
   Net long-term deferred tax
    assets                         $   277,835    $   363,835
                                   ============   ============
                    PENTECH INTERNATIONAL, INC.
                         AND SUBSIDIARIES 

       Notes to Condensed Consolidated Financial Statements
            (The information for the three months ended
             December 31, 1997 and 1996 is unaudited.)


6.   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 "Paradise
Settlement").  The Company paid Paradise $400,000 in February 1997,
$500,000 in January 1997, and $200,000 of the minimum royalty.  In
addition, the note requires $100,000 quarterly principal payments
commencing January 1, 1998.  The first quarterly payment was made in
December 1997.

7.   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 $975,000 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 6 and to enable
the Company to fund its requirements for capital expenditures.

8.   Sale of Cosmetic Assets

     In November 1997, the Company entered into an agreement to sell
fixed assets and inventory of its Cosmetics subsidiary to an outside
company (significantly owned by a former employee) for its book value. 
In December 1997, $100,000 was received as a down payment, $150,000
received at closing and a note was issued for approximately $508,000
bearing interest at a rate of 9% per annum.  The terms of the note
provide that the principal be reduced by $150,000 a month commencing
February 1998, until repaid.

<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, 1997
13.2% compared to the same period in 1996.  This was principally due
to the success of the Company's holiday licensed programs in the prior
year.

     Gross profit as a percentage of net sales increased in the three
month period ended December 31, 1997 to 39.0% from 35.8% for the three
months ended December 31, 1996.  This was due to lower closeout sales
as compared to the prior period.  In addition, there were improved
manufacturing costs as well as an improved product mix.

     Selling, general and administrative ("SGA") expenses as a
percentage of sales increased to 35.5% from 32.2% in the three months
ended December 31, 1997 compared to the same prior period.  This was
due to incurring a similar level of fixed costs as in the prior period
over a lower sales volume.  In addition, there was a higher percentage
of sales to office superstores which incurred higher freight and
warehouse costs as a percentage of sales.

     In addition, interest expense decreased compared to the same
prior period due to lower interest rates and a lower outstanding
balance.

     During the three months ended December 31, 1997, net income
decreased to $20,000 or $.00 cent per share, from $54,000 or $.01 per
share for the three months ended December 31, 1996.  This was due to
lower sales volume.

     (2)  Material Changes in Financial Condition

     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 requires $100,000 quarterly principal payments
commencing January 1, 1998.  The first quarterly payment was made in
December 1997.  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 open 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 $975,000.

     In November 1997, the Company entered into an agreement to sell
the fixed assets and inventory of its Cosmetics subsidiary to an
outside company (significantly owned by a former employee) for its
book value.  In December 1997, $100,000 was received as a down
payment, $150,000 received at closing an a note was issued for
approximately $508,000 bearing interest at a rate of 9% per annum. 
The terms of the note provide that the principal be reduced by
$150,000 a month commencing February 1998, until repaid.

     The Company is exploring its options with respect to software in
order to be in compliance with year 2000.  The Company does not expect
the costs associated with this to be material.

     Working capital increased $270,000 to $15,721,000 during the
three months ended December 31, 1997.

     The Company anticipates that its revolving credit line with
BankAmerica Business Credit 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.



                    PART II.  OTHER INFORMATION


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

          (b)  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 __, 1998     By: /s/ William Visone     
                                  William Visone,
                                  Treasurer and Chief Financial
                                    Officer


































WP51\PTK\10Q-DEC.97