FORM 10-Q

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, DC 20549


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

       For the quarterly period ended        March 31, 1997

                                  OR

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

       For the transition period from              to
       For Quarter Ended                 Commission File Number

                                                 0-10316

                 Fountain Powerboat Industries, Inc.
         (Exact name of registrant as specified in its charter)

        Nevada                                 56-1774895
(State or other jurisdiction          (I.R.S. Identification No.)
 of incorporation or organization)

  Whichard's Beach Road  P.O. Drawer 457   
           Washington,    NC                           27889
(Address of Principal Executive Offices)            (Zip Code)


Registrant's  telephone number, including area code: (919)975-2000


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
issurer's  classes  of common stock as of the latest  practicable
date.


          Class                     Outstanding at  April 30, 1997
Common stock, $.01 par value                3,140,072 shares




<PAGE>





           FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY

                              INDEX


PART I.  Financial Information.                          Page No.

         Review Report of Independent Certified
            Public Accountants...........................   3

         Consolidated Balance Sheets - Assets,
            March 31, 1997 and June 30, 1996.............   4

         Consolidated Balance Sheets - Liabilities &
            Shareholders' Equity, March 31, 1997
            and June 30, 1996............................   5

         Consolidated Statements of Income -
            Three and Nine Months Ended March 31, 1997
            and March 31, 1996...........................   6

         Consolidated Statements of Cash Flows -
            Nine Months Ended March 31, 1997
            and March 31, 1996........................... 7 -  8

         Notes to Consolidated Financial Statements...... 9 - 14

         Management's Discussion and Analysis of
            Results of Operations and
            Financial Condition..........................15 - 18



PART II. Other Information.


Item 6.  Exhibits and Reports on Form 8 and Form 8-K.....  18

         Signature.......................................  19




                                -2-

<PAGE>

PART I:  Financial Information.


               PRITCHETT, SILER & HARDY, P.C.
               CERTIFIED PUBLIC ACCOUNTANTS
                   430 EAST 400 SOUTH
               SALT LAKE CITY, UTAH  84111          







To the Board of Directors
FOUNTAIN POWERBOAT INDUSTRIES, INC.
Washington, North Carolina


We  have reviewed the accompanying consolidated balance sheet  of
Fountain Powerboat Industries, Inc. as of March 31, 1997, and the
related consolidated statements of income and cash flows for  the
three  and  nine months then ended.  All information included  in
these   financial  statements  is  the  representation   of   the
management of Fountain Powerboat Industries, Inc.

We  conducted our review in accordance with standards established
by  the  American Institute of Certified Public  Accountants.   A
review  of interim financial information consists principally  of
applying  analytical  procedures to  financial  data  and  making
inquiries  of  Company personnel responsible  for  financial  and
accounting  matters.  It is substantially less in scope  than  an
audit  conducted  in accordance with generally accepted  auditing
standards, the objective of which is the expression of an opinion
regarding   the   financial  statements   taken   as   a   whole.
Accordingly, we do not express such an opinion.

Based   on   our  review,  we  are  not  aware  of  any  material
modifications  that should be made to the consolidated  financial
statements  referred to above for them to be in  conformity  with
generally accepted accounting principles.






/S/PRITCHETT, SILER & HARDY, P.C.



PRITCHETT, SILER & HARDY, P.C.
April 30, 1997

                               -3-
<PAGE>


       FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY
                 Consolidated Balance Sheets
                      *** Assets ***
          (Unaudited - See Accountants'Review Report)





                                        March 31,   June 30,
               Assets                     1997        1996
     -------------------------------  -----------  -----------
     Current assets:
       Cash........................  $  2,937,617  $ 1,360,619

       Accounts receivable, net 
        (Note 2)...................     2,391,722    2,853,684

       Inventories (Note 3)........     4,979,289    4,009,195

       Prepaid expenses............       983,933      154,843
                                      -----------  -----------
        Total current assets.......  $ 11,292,561  $ 8,378,341
                                      -----------  -----------

     Property, plant, and equipment  $ 23,905,956  $20,674,326

     Less:  Accumulated depreciation  (11,985,291) (10,746,140)
                                      -----------  -----------
                                     $ 11,920,665  $ 9,928,186
                                      -----------  -----------

     Other assets.................   $    851,560  $   191,577
                                      -----------  -----------

     Total assets.................   $ 24,064,786  $18,498,104
                                      ===========  ===========






     See accompanying Notes to Consolidated Financial Statements.



                            -4-

<PAGE>
      
        FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY
                    Consolidated Balance Sheets
            *** Liabilities & Shareholders' Equity ***
           (Unaudited - See Accountants' Review Report)


                                           March 31,    June 30,
     Liabilities & Shareholders' Equity      1997         1996
     ------------------------------------ ---------- ------------
     Current liabilities:
       Notes payable....................  $         0 $ 1,173,089
       Current portion/long-term debt...      515,291     767,254
       Accounts payable.................    2,101,699   1,713,760
       Accounts payable - related party        24,025           0
       Accrued expenses.................    2,528,015   1,680,406
       Customer deposits................      205,246     228,608
       Allowance for boat 
        repurchases (Note 5)............      207,359     207,359
       Reserve for warranty 
        expenses (Note 5)...............      410,000     410,000
                                          ----------- ------------
        Total current liabilities.......  $ 5,991,635 $ 6,180,476

     Long-term debt, less current 
      portion...........................  $ 7,899,739 $ 5,433,184

     Deferred income taxes..............  $   136,000 $         0
                                          ----------- ------------

     Total liabilities..................  $14,027,374 $11,613,660
                                          ----------- ------------
     Commitments and contingencies 
      (Notes 6 & 11)

     Shareholders' equity:
       Common stock, $.01 par value,
        200,000,000 shares authorized,
        3,247,572 and 3,129,072 shares 
        issued (Note 9)                   $    31,476 $    30,291

       Capital in excess of par value...   10,519,765   9,297,450

       Deficit in retained earnings.....     (403,081) (2,332,549)
                                          ----------- ------------
                                          $10,148,160 $ 6,995,192

     Less: Treasury stock...............      110,748     110,748
                                          ----------- ------------
     Total Shareholders' equity.........  $10,037,412 $ 6,884,444
                                          ----------- ------------

     Total liabilities & shareholders' 
      equity............................  $24,064,786 $18,498,104
                                          =========== ============


     See accompanying Notes to Consolidated Financial Statements.

                                -5-
  

<PAGE>
      
          FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY
                  Consolidated Statements of Income
              (Unaudited - See Accountants' Review Report)

                            Three Months Ended      Nine Months Ended
                                 March 31,              March 31,
                           -----------------------------------------------
                               1997        1996       1997         1996
                           ----------  ----------- ----------- -----------
Net sales (Note 4)....   $ 12,575,520  $10,748,665 $37,401,438 $29,035,656

 Cost of sales........      9,931,764    8,409,285  28,131,994  23,066,399
                           ----------  ----------- ----------- -----------
  Gross margin........   $  2,643,756  $ 2,339,380 $ 9,269,444 $ 5,969,257
    Percent...........          21.01%       21.76%      24.78%      20.56%

 Selling expense......      2,447,690    1,381,367   4,668,438   3,260,534

 General & admin. expense     629,295      413,526   1,848,203   1,172,188

 General & admin. expense -
   related parties (Note 7)    63,321       36,148     233,934     108,502
                           ----------  ----------- ----------- -----------
 Operating income/(loss) $   (496,550) $   508,339 $ 2,518,869 $ 1,428,033
                           ----------  ----------- ----------- -----------
  Other (income)/expense:
    Interest expense.... $     88,475  $   166,445 $   414,235 $   570,077
    Other sundry, net...     (110,052)    (161,129)   (237,923)   (434,037)
    Non-recurring gain..            0            0           0    (800,000)
                           ----------  ----------- ----------- -----------
                         $    (21,577) $     5,316 $   176,312 $  (663,960)
                           ----------  ----------- ----------- -----------
    Net income/(loss)
     before income taxes $   (474,973) $   503,023 $ 2,342,557 $ 2,091,993

    Current tax expense/
     (benefit) (Note 8)      (192,802)           0     277,089           0

    Deferred tax expense/
     (benefit) (Note 8)       136,000            0     136,000           0
                           ----------  ----------- ----------- -----------
    Net (loss) or income $   (418,171) $   503,023 $ 1,929,468 $ 2,091,993
                           ==========  =========== =========== ===========
    Primary net(loss) or
     income per share... $       (.12) $       .17 $       .58 $       .69
                           ==========  =========== =========== ===========
    Primary weighted average
     shares outstanding     3,400,202    3,019,072   3,310,116   3,019,072
                           ==========  =========== =========== ===========
    Fully diluted earnings
     per share (Note 10) $      N/A    $     N/A   $       .58 $     N/A
                           ==========  =========== =========== ===========
    Fully diluted weighted 
     avg. shs. outstanding 
     (Note 10)                  N/A          N/A     3,323,655       N/A
                           ==========  =========== =========== ===========

     See accompanying Notes to Consolidated Financial Statements.

                               -6-
<PAGE>

       FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY
            Consolidated Statements of Cash Flows
         (Unaudited - See Accountants' Review Report)



                                            Nine Months Ended
                                                March 31,
                                      --------------------------
                                          1997          1996

                                      ------------  ------------
Cash flows from operating activities:     
-------------------------------------
 Net income.......................... $  1,929,468  $  2,091,993

  Adjustments to reconcile net income 
   to net cash provided/(used) by 
   operating activities:

   Depreciation and amortization.....    1,239,151    1,135,781
   (Increase)/decrease in accounts 
     receivable......................      461,962     (665,212)
   (Increase)/decrease in inventory..     (970,094)      43,699
   (Increase)/decrease in prepaid
     expenses........................     (829,090)      30,151
   (Increase)/decrease in other assets    (659,983)      (4,500)
   Increase/(decrease) in accounts
     payable.........................      387,939     (283,541)
   Increase/(decrease) in accounts 
     payable - related parties.......       24,025        7,909
   Increase/(decrease) in accrued
     expenses........................      976,705      246,842
   Increase/(decrease) in customer
     deposits........................      (23,362)     (47,657)
   Increase/(decrease) in taxes 
     payable - current...............     (129,096)           0
   Increase/(decrease) in taxes 
     payable - deferred..............      136,000            0
                                      ------------ ------------
     Net cash provided/(used) by 
      operating activities........... $  2,543,625 $  2,555,465
                                      ------------ ------------

Cash fows from investing activities:
------------------------------------
 Construction of molds, plugs, and 
   other tooling....................  $ (1,232,148)$   (600,940)
 Purchases of property, plant, and
   equipment........................    (1,999,482)    (511,921)
                                      ------------ ------------
     Net cash provided/(used) in 
      investing activities..........  $ (3,231,630)$ (1,112,861)
                                      ------------ ------------

Cash flows from financing activities:
-------------------------------------
 Common stock issued................  $  1,223,500 $          0
 Borrowing from G.E. Capital
   Corporation......................     8,500,000      600,000
 Repayment of long-term debt........    (6,285,408)  (2,639,292)
 Note payable, revolving line of
   credit...........................    (1,173,089)     625,276
 Note payable to shareholder........             0       170,000
                                      ------------ -------------
    Net cash provided/(used) in 
     financing activities...........  $  2,265,003 $  (1,244,016)
                                      ------------ -------------


                           (Continued)

                               -7-

<PAGE>

          FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY
           Consolidated Statements of Cash Flows, Continued
             (Unaudited - See Accountants' Review Report)


                                          Nine Months Ended
                                               March 31,
                                      --------------------------
                                           1997          1996
                                      ------------  ------------

    Net increase/(decrease) in
     cash.........................    $  1,576,998  $    198,588

    Cash at beginning of the
     year.........................       1,360,619       490,807
                                      ------------  ------------
    Cash at end of the period.....    $  2,937,617  $    689,395
                                      ============  ============



Supplemental disclosures of cash flow information:
--------------------------------------------------
 Cash paid during the period for:

  Interest - unrelated parties....... $   414,235   $   570,077
           - related parties.........           0             0
           - capitalized.............           0             0
                                      ------------  ------------
                                      $   414,235   $   570,077
                                      ============  ============

  Income taxes....................... $   325,381   $         0
                                      ============  ============






    See accompanying Notes to Consolidated Financial Statements.



                              -8-
 <PAGE>




        FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY
            Notes to Consolidated Financial Statements
           (Unaudited - See Accountants' Review Report)



1.  Basis of Presentation.

      Although  these  statements  have  been  reviewed  by   our
independent  auditors, they are unaudited.   The  statements,  in
management's  opinion,  present fairly  the  Company's  financial
position  and  results of its operations for the interim  periods
presented.   It  is suggested that this unaudited interim  period
financial  information be read in conjunction with the  Company's
audited  financial statements for the fiscal year ended June  30,
1996.



2.  Accounts Receivable.

    As of March 31, 1997, accounts receivable were $2,391,722 net
of  the  allowance for bad debts of $25,303.  This  represents  a
decrease   of  $461,962  from  the  $2,853,684  in  net  accounts
receivable recorded at June 30, 1996.  Of the $2,391,722  balance
at  March 31, 1997, $2,347,522 has subsequently been collected as
of  April 30, 1997, and the remaining $44,200 is believed  to  be
fully collectible.



3.  Inventories.

     Inventories at March 31, 1997 and June 30, 1996 consisted of
the following:


                                      March 31,       June 30,
                                        1997            1996

Parts and supplies.................$  3,236,395   $  3,095,379
Work-in-process....................   1,168,433        715,133
Finished goods.....................     694,461        260,269
Trailers...........................        -0-          38,414
Obsolete inventory reserve.........    (120,000)      (100,000)

Total..............................$  4,979,289   $  4,009,195
                                   =============  =============





                              -9-

<PAGE>





        FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY
            Notes to Consolidated Financial Statements
           (Unaudited - See Accountants' Review Report)





4.  Revenue Recognition.

    The Company sells boats only to authorized dealers and to the
U.S. Government.  A sale is recorded when a boat is shipped to  a
dealer  or to the Government, legal title and all other incidents
of ownership have passed from the Company to the dealer or to the
Government, and an account receivable is recorded or  payment  is
received  from  the  dealer, from the  Government,  or  from  the
dealer's  third-party commercial lender.  This is the  method  of
sales recognition in use by most boat manufacturers.

     The Company has developed criteria for determining whether a
shipment  should be recorded as a sale or as a deferred  sale  (a
balance sheet liability).  The criteria for recording a sale  are
that  the boat has been completed and shipped to a dealer  or  to
the  Government, that title and all other incidents of  ownership
have passed to the dealer or to the Government, and that there is
no  direct  or  indirect  commitment to  the  dealer  or  to  the
Government  to repurchase the boat or to pay floor plan  interest
for the dealer beyond the normal, published sales program terms.

     The  sales  incentive floor plan interest expense  for
each  individual  boat sale is accrued for the  maximum  six
month  (180 days) interest payment period in the same fiscal
accounting  period that the related boat sale  is  recorded.
The  entire  six months interest expense is accrued  at  the
time of the sale because the Company considers it a selling  
expense.  The amount of interest  accrued is  subsequently  
adjusted to reflect the actual number of days of remaining 
liability for floor plan interest for each individual boat 
remaining in the dealer's inventory and on floor plan.

      Presently, the Company's normal sales program provides  for
the payment of floor plan interest on behalf of its dealers for a
maximum of six months.  The Company believes that this program is
currently competitive with the interest payment programs  offered
by  other boat manufacturers, but may from time to time adopt and
publish  different  programs  as  necessary  in  order  to   meet
competition.
 
                              -10-

<PAGE>

       FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY
            Notes to Consolidated Financial Statements
           (Unaudited - See Accountants' Review Report)

5.  Allowance and Qualifying Accounts.

     For  the  nine  months  ended March 31,  1997,  the  Company
adjusted its allowance and qualifying accounts as follows:

        
                   Balance at Charged to               Balance
                   Beginning  Cost and    Additions     at End
                   of Period  Expense    (Deductions)  of Period

Allowance for
 boat repur-
 chases           $ 207,359    $   -0-     $   -0-     $ 207,359

Allowance for
 doubtful
 accounts            27,000      3,268       (4,965)      25,303

Allowance for
 warranty claims    410,000    335,492     (335,492)     410,000

Allowance for
 inventory
 values             100,000     20,000         -0-       120,000

                   ---------- ----------  ----------   ---------
Total             $ 744,359  $ 358,760    $(340,457)   $ 762,662
                   ========== ==========  ==========   =========

     In  management's opinion, the balances of the allowance  and
qualifying  accounts are adequate to provide for  all  reasonably
anticipated future losses.


6.  Commitments and Contingencies.

     The  Company  makes  available through  third-party  finance
companies floor plan financing for many of its dealers.  Sales to
participating  dealers  are approved by  the  respective  finance
companies.   If  a  participating dealer  does  not  satisfy  its
obligations  under the floor plan financing agreement  in  effect
with   its   commercial  lender(s)  and  boats  are  subsequently
repossessed  by  the lender(s), then under certain  circumstances
the  Company may be required to repurchase the repossessed  boats
if it has executed a repurchase agreement with the lender(s).

      At  March  31,  1997, the Company had  a  total  contingent
liability to repurchase boats in the event of dealer defaults and
if   repossessed   by   the  commercial  lenders   amounting   to
approximately $14,600,000.


                                -11-

<PAGE>


        FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY
            Notes to Consolidated Financial Statements
           (Unaudited - See Accountants' Review Report)




   The  Company  has reserved for probable future  losses  it  is
expected  to incur upon the repossession and repurchase of  boats
from  commercial lenders.  At March 31, 1997, the  allowance  for
losses  on  boat  repurchases was $207,359.  The  amount  of  the
allowance  is  based  upon probable future events  which  can  be
reasonably estimated.

     Additionally,  as  part  of its normal  sales  program,  the
Company regularly pays a portion of dealers' interest charges for
floor  plan  financing  for  up  to  six  months.   Such  charges
amounting  to $778,000 for the first nine months of  Fiscal  1997
are included in selling expenses in the accompanying statement of
operations.



7.  Transactions with Related Parties.

     The  Company  paid  or  accrued the  following  amounts  for
services  rendered  or  for interest on indebtedness  to  related
parties:

                                          Nine Months Ended
                                               March 31,
                                          1997           1996

Eastbrook Apartments     - rentals  $    13,195    $    11,790

R.M. Fountain, Jr.       - aircraft
                           rental       220,739         96,712

                                     -----------    -----------
                                    $   233,934    $   108,502
                                     ===========    ===========

     At  March 31, 1997 the Company had travel advances and other
receivables  from  employees in the amount of $20,946,  of  which
$500 was due from an officer of the Company.



8.  Income Taxes.

     During  Fiscal 1997, the Company will use up all of its  net
operating  loss carryforwards.  Consequently, for the nine  month
period  ended  March 31, 1996, the Company provided $277,089  for
current income taxes and $136,000 for deferred income taxes.



                                -12-


<PAGE>



        FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY
            Notes to Consolidated Financial Statements
           (Unaudited - See Accountants' Review Report)



9.  Stock Options.


  At March 31, 1997 there were 406,500 unexercised stock options,
of  which  402,500  were held by officers and  directors  of  the
Company  at prices ranging from $5.375 to $7.000 per share.   The
Chief  Financial  Officer  exercised a portion  of  his  employee
incentive  stock  options for 17,500 shares at  $5.50  per  share
during  the  nine  months ended March 31, 1997, and  subsequently
sold the shares.  The Chief Financial Officer also exercised  his
option  for  an  additional 2,500 shares at $5.50  subsequent  to
March 31, 1997.  During the nine months ended March 31, 1997, one
of  the  Company's  directors assigned 4,000 of  his  options  to
another party and also exercised his remaining 16,000 options  at
$5.375 per share.


10. Earnings Per Share.

     The  computations of primary and fully diluted earnings  per
share  amounts  are  based upon the weighted  average  number  of
outstanding  common shares during the periods, plus,  when  their
effect  is  dilutive, additional shares assuming the exercise  of
certain  vested  stock options, reduced by the number  of  shares
which  could be purchased from the proceeds from the exercise  of
the stock options assuming they were exercised.


11. Acquisition of Mach Performance, Inc.

    The Company acquired Mach Performance, Inc. of Lake Hamilton,
Florida  on October 11, 1996.  Mach Performance, Inc. principally
manufactures stainless steel propellers for Fountain  Powerboats,
Inc.  and  several other customers.  Mach Performance,  Inc.  has
foundry  and  finishing  capabilities  that  will  permit  it  to
manufacture other products used by Fountain Powerboats, Inc.,  in
addition  to  the propellers.  The purchase price was  $1,041,250
and was paid to the shareholders of Mach Performance, Inc. by the
issuance  of  85,000  new restricted common  shares  of  Fountain
Powerboat Industries, Inc. common stock valued at its fair market
price on October 11, 1996, of $12.25 per share.




                              -13-
<PAGE>



        FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY
            Notes to Consolidated Financial Statements
           (Unaudited - See Accountants' Review Report)



12.  Debt Refinancing.

      On  December 31, 1996, the Company concluded a  $10,000,000
credit  agreement  with  General  Electric  Capital  Corporation.
Under  the  terms  of  the  new  credit  agreement,  the  Company
refinanced  substantially all of its interest bearing  debts  and
will  have  additional funds made available to it for  expansion.
Initially,  the  Company  borrowed  $7,500,000  from  GE  Capital
Services  primarily  to refinance existing  debts.   All  of  the
Company's  prior  interest  bearing  debts  to  MetLife   Capital
Corporation, Deutsche Financial Services, GE Capital Corporation,
Branch  Bank  & Trust Leasing Corp., and other smaller  creditors
were  paid  off  entirely.  The  Company  borrowed another  
$1,000,000  to fund plant and equipment  additions.  An additional  
$1,500,000 is available to the  Company  for  further expansion 
until December 31, 1997.  The Company expects to have borrowed the  
remaining $1,500,000 prior to December 31, 1997.  The interest rate 
on the indebtedness to GE Capital Services is variable.  There is 
a ten-year amortization of the debt with a five-year call.  The 
loan is secured by all of the Company's real and personal property  
and  by the Company's assignment of a $1,000,000 key man life 
insurance policy.


                              ******

                               -14-


<PAGE>


        FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY
   Management's Discussion and Analysis of Results of Operations
                     and Financial Condition



Results of Operations.

      The  net  loss  for the third quarter of  Fiscal  1997  was
$418,171,  or  $.12  per  share.  This  compares  to  net  income
amounting  to $503,023, or $.17 per share, for the third  quarter
of  the  prior  year.  Net income for the first  nine  months  of
Fiscal 1997 was $1,929,479, or $.58 per share.  This compares  to
net  income amounting to $2,091,993, or $.69 per share,  for  the
first  nine months of last year.  Last year's net income for  the
first  nine  months included an $800,000 or $.27 per  share  non-
recurring  amount received from a major vendor to compensate  the
Company for the vendor's delivery failures in Fiscal 1994 and  to
assure continued promotion of the vendor's products.

      Net  sales were $12,575,520 for the third quarter of Fiscal
1997  as  compared to $10,748,665 for the third  quarter  of  the
prior  year.  Unit sales volume for the third quarter  of  Fiscal
1997 was 122 boats as compared to 111 boats for the third quarter
of  last  year.   Net sales were $37,401,438 for the  first  nine
months  of  Fiscal 1997 as compared to $29,035,656 for the  first
nine  months of last year.  Unit sales volume for the first  nine
months  of  Fiscal 1997 was 352 as compared to 315 for the  first
nine  months of last year.  The mix of sales for the  first  nine
months  of  Fiscal 1997 was more heavily weighted with  sales  of
high  margin,  large sport boats than it was for the  first  nine
months of last year.

      For  the third quarter of Fiscal 1997, the gross margin  on
sales  was $2,643,756 (21.02%) as compared to $2,339,380 (21.76%)
for  the  third quarter of the prior fiscal year.  For the  first
nine  months  of  Fiscal  1997, the gross  margin  on  sales  was
$9,269,444  (24.78%) as compared to $5,969,257 (20.56%)  for  the
first  nine months of last year.  Included in the cost  of  sales
for  the  third  quarter were research and  development  expenses
amounting  to  $103,654  as compared to  $36,472  for  the  third
quarter  of  the  prior year.  Research and development  expenses
included  in the cost of sales were $557,293 for the nine  months
ended  March  31, 1997, as compared to $154,751  for  first  nine
months  of  last  year.   Most of the  research  and  development
expense was incurred for the new surface drive propulsion  system
and further improvements to the positive lift hull design.

      The  propeller manufacturing and sales operation  posted  a
pretax  loss of $487,887 for the third quarter and a pretax  loss
of  $611,369  for  the  six months since October  11,  1996  when
operations  commenced with the acquisition of  Mach  Performance,
Inc.   The  Company  is  reorganizing this operation  to  improve
profitability.



                                -15-

<PAGE>

      Selling  expenses were $2,447,690 for the third quarter  of
Fiscal  1997 as compared to $1,381,367 for the third  quarter  of
last  year.  Selling expenses were $4,668,438 for the first  nine
months  of  Fiscal 1997 as compared to $3,260,534 for  the  first
nine  months of last year.  Most of the increase for Fiscal  1997
was in salaries and wages, advertising and brochures, boat shows,
and dealer floor plan interest expense.

      General and administrative expenses were $692,616  for  the
third  quarter  of  Fiscal 1997 as compared to $449,674  for  the
third  quarter of last year.  General and administrative expenses
were  $2,082,126  for the first nine months  of  Fiscal  1997  as
compared  to $1,280,690 for the first nine months of  last  year.
Most  of the increase for Fiscal 1997 was in salaries and  wages,
travel   expense,  professional  fees,  and  investor   relations
expense.

      Interest expense for the third quarter of Fiscal  1997  was
$88,475  as  compared to $166,445 for the third quarter  of  last
year.  Interest expense for the first nine months if Fiscal  1997
was $414,235 as compared to $570,077 for the first nine months of
last  year.  The decrease in interest expense was due  to  lesser
rates paid on interest bearing indebtedness.

      Other  non-operating income for the third quarter  includes
consulting  revenues  from a vendor earned by  Mr.  Fountain  and
assigned  to the Company amounting to $65,000.  This compares  to
consulting  revenues amounting to $156,103 for the third  quarter
of  last year.  Consulting revenues for the first nine months  of
Fiscal  1997 were $195,000 as compared to $428,338 for the  first
nine months of last year.   The decrease is from renegotiation of
Mr. Fountain's consulting contract with the vendor.

      As  previously  noted, other non-operating income  for  the
prior  year  includes an $800,000 or $.27 per share non-recurring
amount received from a major vendor to compensate the company for
the   vendor's  delivery failures in Fiscal 1994  and  to  assure
continued promotion of the vendor's products.



Financial Condition.

     The Company's cash flows for the first nine months of Fiscal
1997 are summarized as follows:


        Net cash provided by operating activities...$ 2,543,625
         "   "   used in investing activities....... (3,231,630)
         "   "   provided by financing activities...  2,265,003

        Net increase in cash........................$ 1,576,998
                                                     ===========

                                -16-
<PAGE>



      This  net increase compared to a $198,588 net increase  for
the first nine months of the prior fiscal year.

     Cash used in the first nine months of Fiscal 1997 to acquire
additional  property,  plant, and equipment (investing  activity)
amounted to $3,231,630 of which $1,232,148 was for plugs,  molds,
and other product tooling.

      On  December 31, 1996, the Company concluded a  $10,000,000
credit  agreement  with  General  Electric  Capital  Corporation.
Under  the  terms  of  the  new  credit  agreement,  the  Company
refinanced  substantially all of its interest bearing  debts  and
will  have  additional funds made available to it for  expansion.
Initially, the Company borrowed $7,500,000 from GE Capital Services
primarily  to  refinance existing debts.  All  of  the  Company's
prior  interest  bearing  debts to MetLife  Capital  Corporation,
Deutsche Financial Services, GE Capital Corporation, Branch  Bank
&  Trust Leasing Corp., and other smaller creditors were paid off
entirely.

    The Company borrowed another $1,000,000 from GE Capital Services  
to fund plant and equipment additions. An additional $1,500,000 is 
available to the Company for further expansion until December 31, 1997.  
The Company expects to have borrowed the remaining $1,500,000 prior 
to December 31, 1997.  The interest rate on the indebtedness to GE 
Capital Services is variable.  There is a ten-year amortization of 
the debt with a five-year call.  The loan is secured by all of the 
Company's real and personal property and by the Company's assignment  
of a $1,000,000 key man life insurance policy.

      For the remainder of Fiscal 1997 and beyond, in addition to
the  foregoing  borrowing from GE Capital Services,  the  Company
expects to generate sufficient cash from operating activities  in
order  to  meet  its needs and obligations.  Management  believes
that  the Company's sales and production volume will continue  to
grow  with a commensurate increase in net earnings and cash flow.
Most of the Company's cash resources will be used to maintain and
improve its plant and equipment, for new product tooling, and  to
repay existing indebtedness.  The Company does not expect to  pay
any dividends to shareholders for the forseeable future.


                                -17-
<PAGE>





Cautionary Statement for Purposes of "Safe Harbor" Under the
Private Securities Reform Act of 1995.

      The  Company  may  from time to time  make  forward-looking
statements,  including  statements  projecting,  forecasting,  or
estimating  the Company's performance and industry  trends.   The
achievement of the projections, forecasts, or estimates contained
in   these   statements   is  subject  to   certain   risks   and
uncertainties,   and  actual  results  and  events   may   differ
materially from those projected, forecasted, or estimated.

      The  applicable  risks  and uncertainties  include  general
economic  and industry conditions that affect all businesses,  as
well as, matters that are specific to the Company and the markets
it   serves.    For  example,  the  achievement  of  projections,
forecasts,  or  estimates  contained in  the  Company's  forward-
looking  statements may be impacted by national and international
economic  conditions;  compliance  with  governmental  laws   and
regulations;  accidents and acts of God; and all of  the  general
risks associated with doing business.

      Risks  that  are  specific to the Company and  its  markets
include  but  are  not  limited to compliance  with  increasingly
stringent environmental laws and regulations; the cyclical nature
of   the   industry;  competition  in  pricing  and  new  product
development from larger companies with substantial resources; the
concentration of a  substantial percentage of the Company's sales 
with a few major customers,  the loss of, or change in demand from, 
any  of  which could have a material impact upon the Company; labor 
relations at the Company and at its customers and suppliers; and 
the Company's single-source  supply and just-in-time inventory  
strategies  for some critical boat components, including  high   
performance engines, which could adversely affect production if  
a  single-source supplier is unable for any reason to meet  the  
Company's requirements on a timely basis.



PART II.  Other Information.


ITEM 6:   Exhibits and Reports on Form 8 and Form 8-K.


                (a)   No Amendments on Form 8 were filed  by  the
          Registrant during the first nine months of Fiscal 1997.


               (b)  No Current Reports on Form 8-K were filed by the
          Registrant during the first nine months of Fiscal 1997.



                                -18-
<PAGE>



                            SIGNATURE



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



                FOUNTAIN POWERBOAT INDUSTRIES, INC.
                           (Registrant)






By:/S/Allan L. Krehbiel                        Date:  May 14, 1997
   Allan L. Krehbiel
   Vice President, Chief Financial
   Officer, and Designated Principal
   Accounting Officer


















                                -19-