SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
       

                               FORM 10-Q

(Mark One)
    [X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES 
                          EXCHANGE ACT OF 1934
             For the quarterly period ended June 28, 1997

                                   OR

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

                    For the transition period from      to                

                      Commission File Number: 0-16002

                     ADVANCED MARKETING SERVICES, INC.
           (Exact name of registrant as specified in its charter)

            DELAWARE         		              	       95-3768341
  (State or other jurisdiction of  	               (I.R.S. Employer
  incorporation or organization)		               Identification No.)

                       5880 Oberlin Drive, Suite 400
                       San Diego, California  92121
                 (Address of principal executive offices)
                               (Zip Code)

             Registrant's telephone number: (619) 457-2500

                            Not Applicable
      (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   

The number of shares of the Registrant's Common Stock outstanding as of July 31,
1997 was 5,541,309.


                     	ADVANCED MARKETING SERVICES, INC.
                      	Quarterly Report on Form 10-Q
                              	June 28, 1997


                                  	INDEX

                                                                         	Page 
                                                                       	Number
PART I. FINANCIAL INFORMATION

Item 1. CONSOLIDATED FINANCIAL STATEMENTS 

	Consolidated Balance Sheets
	  June 28, 1997 (Unaudited), March 31, 1997 and 
                 June 29, 1996 (Unaudited)	                              3 - 4

	Consolidated Statements of Income (Unaudited) 
	  Three months ended June 28, 1997 and 
                 June 29, 1996	                                              5
   
	Consolidated Statements of Cash Flows (Unaudited)
	  Three months ended June 28, 1997 and 
	    June 29, 1996	                                                          6

	Notes to Consolidated Financial Statements	                             7 - 9

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
	FINANCIAL CONDITION AND RESULTS OF OPERATIONS	                          10-11


PART II. OTHER INFORMATION	                                                 12


SIGNATURES	                                                                 12

















                                                                  Page 2 of 12


PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (See Note 1 for basis of presentation)
<TABLE>
                       	ADVANCED MARKETING SERVICES, INC.
   
                         	CONSOLIDATED BALANCE SHEETS
  
                                  	ASSETS

                                    AS OF

                              		      	     JUNE 28,     MARCH 31,    JUNE 29,
                                   			        1997         1997        1996   
                    		                    (UNAUDITED)              (UNAUDITED)
                                                     (IN THOUSANDS)
<S>                                       <C>           <C>         <C>
CURRENT ASSETS:

CASH AND CASH EQUIVALENTS                 $   19,819    $  13,592    $    490

INVESTMENTS, AVAILABLE-FOR-SALE                2,852        9,177      14,870

ACCOUNTS RECEIVABLE - TRADE, NET OF            
ALLOWANCES FOR UNCOLLECTIBLE ACCOUNTS 
AND SALES RETURNS OF $3,832,000 AT JUNE 
28, 1997, $3,782,000 AT MARCH 31, 1997 
AND $4,152,000 AT JUNE 29, 1996               46,233       53,564      63,032

VENDOR AND OTHER RECEIVABLES                   2,558        2,801       1,369

INVENTORIES, NET                              84,859       91,745      82,971

DEFERRED INCOME TAXES                          4,758        5,482       5,533

PREPAID EXPENSES                                 971          809         586

      TOTAL CURRENT ASSETS                   162,050      177,170     168,851

PROPERTY AND EQUIPMENT, AT COST                9,378        9,206       8,486

LESS - ACCUMULATED DEPRECIATION AND 
AMORTIZATION                                   5,703        5,445       5,018

     NET PROPERTY AND EQUIPMENT                3,675        3,761       3,468

INVESTMENTS, AVAILABLE-FOR-SALE                3,108        2,063         915

OTHER ASSETS                                   1,356          507         610

TOTAL ASSETS                                $170,189     $183,501    $173,844
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED BALANCE SHEETS

                                                     						       Page 3 of 12

<TABLE>
                      	ADVANCED MARKETING SERVICES, INC.

                        	CONSOLIDATED BALANCE SHEETS

                    	LIABILITIES AND STOCKHOLDERS' EQUITY

                                   AS OF                   

                                             JUNE 28,    MARCH 31,    JUNE 29,
                                     		        1997        1997         1996 	
                                          		 (UNAUDITED)    	      (UNAUDITED)
                                             (IN THOUSANDS EXCEPT SHARE DATA)
<S>                                         <C>          <C>       <C>
CURRENT LIABILITIES:
  
ACCOUNTS PAYABLE                             $105,002    $119,507    $116,085  

ACCRUED LIABILITIES                             5,080       5,318       4,156 

INCOME TAXES PAYABLE                              919         889       1,377

     TOTAL CURRENT LIABILITIES                111,001     125,714     121,618  

STOCKHOLDERS' EQUITY:

COMMON STOCK, $.001 PAR VALUE, AUTHORIZED 
20,000,000 SHARES, ISSUED 6,233,000 SHARES 
AT JUNE 28, 1997, 6,228,000 SHARES AT MARCH 
31, 1997 AND 6,178,000 SHARES AT JUNE 29, 1996      6           6           6  

ADDITIONAL PAID IN CAPITAL                     26,351      26,319      26,004  

RETAINED EARNINGS                              34,984      33,569      28,340  

UNREALIZED GAIN ON INVESTMENTS                     47           9         --  

FOREIGN CURRENCY TRANSLATION ADJUSTMENT           (80)        (86)        (94)

LESS: TREASURY STOCK, 718,000 SHARES AT JUNE 
28, 1997 AND 708,000 SHARES AT MARCH 31, 
1997 AND JUNE 29, 1996, AT COST                (2,120)     (2,030)     (2,030)

     TOTAL STOCKHOLDERS' EQUITY                59,188      57,787      52,226  

TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY                                       $170,189    $183,501    $173,844
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED BALANCE 
SHEETS.







                         			                                   			Page 4 of 12

<TABLE>
                      	ADVANCED MARKETING SERVICES, INC.

                     	CONSOLIDATED STATEMENTS OF INCOME

                                	(UNAUDITED)

                   	(IN THOUSANDS, EXCEPT PER SHARE DATA)

		                                                    THREE MONTHS ENDED
                    		                            JUNE 28,          JUNE 29,   
		                                                  1997   	          1996   
<S>                                              <C>               <C>
NET SALES                                        $ 82,080          $ 97,797

COST OF GOOD SOLD                                  72,378            88,612

  GROSS PROFIT                                      9,702             9,185

DISTRIBUTION AND ADMINISTRATIVE EXPENSES            7,815             7,481

  INCOME FROM OPERATIONS                            1,887             1,704

INTEREST AND DIVIDEND INCOME, NET                     353               234

  INCOME BEFORE PROVISION FOR INCOME TAXES          2,240             1,938

PROVISION FOR INCOME TAXES                            825               711

  NET INCOME                                     $  1,415          $  1,227

  NET INCOME PER COMMON AND COMMON SHARE 
  EQUIVALENT:

     	 PRIMARY                                 $      .25        $      .21
      	FULLY DILUTED                           $      .25        $      .21

  WEIGHTED AVERAGE NUMBER OF SHARES:

      	PRIMARY                                      5,702             5,746
	      FULLY DILUTED                                5,704             5,749

</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED STATEMENTS.


  







                                                             					Page 5 of 12
<TABLE>
                      	ADVANCED MARKETING SERVICES, INC.
  
                    	CONSOLIDATED STATEMENTS OF CASH FLOWS

                                	(UNAUDITED)

                               	(IN THOUSANDS)

                                          		          THREE MONTHS ENDED
                                              	    JUNE 28,	        JUNE 29,
                                          	 	        1997             1996    
<S>                                               <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

NET INCOME                                         $ 1,415          $ 1,227     
ADJUSTMENTS TO RECONCILE NET INCOME TO NET 
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES:

  DEPRECIATION AND AMORTIZATION                        333              289     
  PROVISION FOR UNCOLLECTIBLE ACCOUNTS AND SALES 
  RETURNS                                              106              127  
  PROVISION FOR MARKDOWN OF INVENTORY	                 480              475  
  DEFERRED INCOME TAXES                                724             (254)
  CHANGES IN ASSETS AND LIABILITIES:     
      (INCREASE) DECREASE IN ACCOUNTS 
      RECEIVABLE - TRADE                              7,266          (5,459)
      DECREASE IN VENDOR AND OTHER RECEIVABLES          242             844  
      (INCREASE) DECREASE IN INVENTORIES              6,380         (11,149)
      INCREASE (DECREASE) ACCOUNTS PAYABLE          (14,515)         11,459  
      DECREASE IN ACCRUED LIABILITIES                  (237)         (1,153)
      INCREASE (DECREASE) IN INCOME TAXES PAYABLE        29            (368)
      INCREASE IN PREPAID EXPENSES AND OTHER ASSETS  (1,011)           (339)
   NET CASH PROVIDED BY (USED IN) OPERATING 
   ACTIVITIES                                         1,212          (4,301)

CASH FLOWS FROM INVESTING ACTIVITIES:

  PURCHASE/DISPOSAL OF PROPERTY AND EQUIPMENT, NET     (246)           (689)
  PURCHASE OF INVESTMENTS, AVAILABLE-FOR-SALE       (14,532)        (34,570)
  REDEMPTION OF INVESTMENTS, AVAILABLE-FOR-SALE      19,850          31,308  
  PURCHASE OF TREASURY STOCK                            (90)             --  
    NET CASH PROVIDED BY (USED IN) INVESTING 
    ACTIVITIES                                        4,982          (3,951) 

CASH FLOWS FROM FINANCING ACTIVITIES:
  PROCEEDS FROM EXERCISE OF OPTIONS AND RELATED TAX 
  BENEFITS                                               32              36  
    NET CASH PROVIDED BY FINANCING ACTIVITIES            32              36  

EFFECT OF EXCHANGE RATE CHANGES ON CASH                   1              -- 

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS      6,227          (8,216)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD       13,592           8,706

CASH AND CASH EQUIVALENTS, END OF PERIOD         $   19,819    $        490  
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED STATEMENTS.

		                                                          				 	Page 6 of 12

                     	ADVANCED MARKETING SERVICES, INC.
                	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               	(UNAUDITED)

1. BASIS OF PRESENTATION

The financial statements presented herein as of and for the three months ended 
June 28, 1997 and June 29, 1996 have been prepared in accordance with generally
accepted accounting principles and with instructions to Form 10-Q.  These 
financial statements have not been examined by independent public accountants, 
but include all adjustments (consisting of normal recurring adjustments) which 
are, in the opinion of Management, necessary for a fair presentation of the 
financial condition, results of operations and cash flows for such periods.

The accompanying consolidated financial statements include the accounts of the 
Company and its wholly-owned subsidiaries.  All significant intercompany 
accounts and transactions have been eliminated.

Certain information and footnote disclosures normally included in financial 
statements in accordance with generally accepted accounting principles have been
omitted pursuant to requirements of the Securities and Exchange Commission.  
Management believes that the disclosures included in the accompanying interim 
financial statements and footnotes are adequate to make the information not 
misleading.  For further information, refer to the financial statements and 
notes thereto included in the Company's Annual Report on Form 10-K for the 
fiscal year ended March 31, 1997.

The results of operations for the three month period ended June 28, 1997 are not
necessarily indicative of the results to be expected for the fiscal year ending
March 31, 1998.  Net sales in the Company's third fiscal quarter have 
historically been, and are expected to be, significantly greater than in any 
other quarter of the fiscal year due to increased demand during the holiday 
season.

2. INTERIM ACCOUNTING PERIODS

In accordance with wholesale distribution industry practice, net sales and cost
of goods sold for interim periods are cut off on the Saturday nearest to the end
of an accounting period.  The cut-off for the fourth fiscal quarter is March 31.
This practice may result in differences in the number of business days for which
sales and cost of goods sold are recorded both as to quarter-to-quarter 
comparisons, and as to comparisons of quarters between years. 

3. INVESTMENTS, AVAILABLE-FOR-SALE

"Investments, available-for-sale" consist principally of highly rated municipal
bonds and funds held in managed investment funds.

The cost and estimated fair market value of investments at June 28, 1997 and 
June 29, 1996 are as follows (in thousands):

<TABLE>
         	              	                            June 28, 1997
                                                   Gross        Gross
                                   Amortized  Unrealized  Unrealized  Estimated
                                        Cost       Gains      Losses  Fair Value
<S>                                <C>        <C>         <C>         <C>
Debt Securities issued by States 
of the U.S. and political 
subdivisions of the States           $ 5,913          47         --     $ 5,960 
</TABLE>





                                                                  Page 7 of 12

<TABLE>
            		              	                         June 29, 1996 
                                                   Gross       Gross
                                   Amortized  Unrealized  Unrealized  Estimated
                                        Cost       Gains      Losses  Fair Value
<S>                                <C>        <C>         <C>         <C> 
Debt Securities issued by States 
of the U.S. and political 
subdivisions of the States           $15,785           7           7     $15,785
</TABLE>

As of June 28, 1997 investments in debt securities issued by states of the U.S.
and political subdivisions of the States in the amount of  $2,852,283 are 
scheduled to mature within one year and $3,108,207 are scheduled to mature 
within 2 years.

There were no proceeds or gain or loss realized from the sale of investments for
the quarters ended June 28, 1997 and June 29, 1996.  The Company uses the 
specific identification method in determining cost on these investments. The 
increase in unrealized gains on investments was approximately $36,000 and the 
decrease in unrealized loss on investments was approximately $2,000 for the 
quarter ended June 28, 1997.

4. SALES RETURNS

In accordance with industry practice, a significant portion of the Company's 
products are sold to customers with the right of return.  The Company has 
provided allowances of $2,021,000 as of June 28, 1997, $2,035,000 as of March 
31, 1997 and $2,173,000 as of June 29, 1996 for the gross profit effect of 
estimated future sales returns.

5. INVENTORIES 

Inventories consist primarily of books and prerecorded audio and video cassettes
purchased for resale and are stated at the lower of cost (first-in, first-out) 
or market.

6. LINE OF CREDIT

The Company had available at June 28, 1997 an unsecured bank line of credit with
a maximum borrowing limit of $10 million.  The interest rate is at prime (8.5 
percent at June 28, 1997).  The line of credit expires July 31, 1998.  As of 
June 28, 1997 and June 29, 1996, there were no outstanding borrowings on the 
line of credit.

7. INCOME TAXES

The Company provides currently for taxes on income regardless of when such taxes
are payable.  Deferred income taxes result from temporary differences in the 
recognition of income and expense for tax and financial reporting purposes.  
Income taxes paid in the three months ended June 28, 1997 totaled $48,000.  
Income taxes paid during the same period of the previous year totaled 
$1,318,000.  

8. PER SHARE INFORMATION

Per share information is based on the weighted average number of common shares 
and, when applicable, dilutive common share equivalents outstanding during the
periods.  The effects of all anti-dilutive common share equivalents are excluded
from the calculation of earnings per share.  The Company's only potential 
dilutive common share equivalents are stock options.

Statement of Financial Accounting Standards No. 128, "Earnings Per Share," was 
issued in February 1997 and becomes effective for the Company's fiscal year 
ending March 31, 1998.  SFAS No. 128 modifies the way in which earnings per 
share ("EPS") is calculated and disclosed.  Currently, the Company discloses 
primary and fully diluted EPS.  Upon adoption of the standard, the Company will
disclose basic and diluted EPS for fiscal 1998 and will restate all prior period
EPS data presented.  Basic EPS excludes dilution and is computed by dividing 
income available to common stockholders by the weighted-average number of common


                                                                  Page 8 of 12

shares outstanding for the period.  Diluted EPS, similar to fully diluted EPS, 
reflects the potential dilution that could occur if securities or other 
contracts to issue common stock were exercised or converted into common stock or
resulted in the issuance of common stock that then shared in earnings of the 
entity.  If the Company had adopted SFAS No. 128 for the quarter ended June 28, 
1997, basic EPS would have been $.26 per share versus $.25 reported for primary 
EPS.  Diluted EPS would have been $.25 per share, unchanged from fully diluted 
EPS reported for the quarter.

9. EMPLOYEE STOCK OPTION PLAN

Nonqualified options to purchase an aggregate of 461,280 shares of common stock 
were outstanding as of June 28, 1997.  The outstanding options were at prices 
ranging from $2.02 to $11.16 per share. 












































                                                                 	Page 9 of 12

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS

A. RESULTS OF OPERATIONS

Three Month Periods Ended June 28, 1997 and June 29, 1996:

During the three months ended June 28, 1997, the Company reported net income of
$1,415,000, or $.25 per share, compared with net income of $1,227,000, or $.21 
per share, for the corresponding quarter of the previous year.

Net sales for the quarter ended June 28, 1997 decreased 16 percent to 
$82,080,000 compared to $97,797,000 in the quarter ended June 29, 1996. Sales 
during the first quarter of fiscal 1998 declined, in part, as a result of the 
publication of fewer major best selling novels and industry-wide declines in the
rate of sale of certain high volume juvenile titles. Customer returns during the
first quarter of fiscal 1998 remained essentially unchanged in absolute dollars,
but increased as a percentage of sales to 29 percent from 25 percent in the 
first quarter of fiscal 1997.  Net sales were also reduced in the first quarter
of fiscal 1998 as a result of a concerted effort by the Company and its major 
customers to reduce initial laydown quantities of new titles.  As a result, 
customers' retail inventories were significantly reduced at the end of the first
quarter of fiscal 1998 compared to the first quarter of the prior fiscal year.  
The Company believes its Vendor Managed Inventory programs will allow it to keep
its customers in stock while maintaining lower retail inventory levels than in 
the past.  Subsequent to the end of the first quarter of fiscal 1998, these 
programs reduced returns in July 1997 and it is anticipated that they will have
a favorable impact on future sales returns.

During the first quarter of fiscal 1998, gross profit increased to $9,702,000 
from $9,185,000 in the first quarter of the previous fiscal year.  Gross profit
as a percentage of net sales was 11.8 percent for the first quarter of fiscal 
1998 compared with 9.4 percent in the same period last year.  This increase 
resulted from lower sales of the above-mentioned higher volume titles, which 
typically carry lower margins, as well as a modest sales increase of higher 
margin internally published titles.

Distribution and administrative expenses for the quarter ended June 28, 1997 
totaled $7,815,000, or 9.5 percent of net sales, compared to $7,481,000, or 7.7
percent of net sales, in the same quarter of the previous fiscal year.  
Distribution expenses increased modestly as a percentage of sales while 
administrative expenses increased in both dollar terms and as a percentage of 
sales primarily as a result of higher compensation costs and reduced cash 
discount income.

Net interest and dividend income increased to $353,000 in the first quarter of 
fiscal 1998 from $234,000 in the corresponding period of the previous fiscal 
year.  This increase was the result of increased cash and investment balances.

The Company's combined federal and state statutory tax rate is approximately 39
percent.  Various adjustments, primarily due to the tax benefit of loss 
carryforward on the Company's foreign operations as well as tax-exempt interest 
income, offset, in part, by foreign currency exchange losses, caused the fiscal
1998 first quarter provision for income taxes to be $825,000, or 37 percent of 
pre-tax income.  The tax provision for the first quarter of fiscal 1997 was 
$711,000, or 37 percent of per-tax income, primarily due to tax-exempt interest
income.

B. LIQUIDITY AND SOURCES OF CAPITAL

For the quarter ended June 28, 1997, $1,212,000 of net cash was provided by 
operating activities.  Net cash used in operating activities in the same period
of the prior fiscal year was $4,301,000.  The Company's cash and investments as 
of June 28, 1997 increased by $9,504,000 compared to June 29, 1996, primarily 
due to net income and a decrease in accounts receivable, offset, in part, by a
decrease in accounts payable.  Trade accounts receivable decreased $16,799,000
as of June 28, 1997 compared to June 29, 1996 due primarily to a decrease in net
sales as well as a decrease in customer disputed items.  Accounts payable as of
June 28, 1997 decreased $11,083,000 compared to June 29, 1996 primarily as a 
result of reduced inventory purchases related to  the  decrease  in net sales. 

                                                                 Page 10 of 12

The Company's cash and investments at June 28, 1997 increased by $947,000 
compared to March 31, 1997, primarily due to net income and a decrease in 
accounts receivable and inventory, offset, in part, by a decrease in accounts 
payable.  Trade accounts receivable decreased $7,331,000 at June 28, 1997 
compared to March 31, 1997 primarily due to a decrease in net sales as well as a
decrease in customer disputed items.  At June 28, 1997, accounts payable 
decreased $14,505,000 and inventory decreased $6,886,000 compared to March 31, 
1997, primarily as a result of reduced inventory purchases related to the 
decrease in net sales.  

Working capital was $51,049,000 as of June 28, 1997 compared to the June 29, 
1996 level of $47,233,000 and the March 31, 1997 balance of $51,456,000.  The 
slight decrease compared to March 31, 1997 was primarily the result of an 
increase in long-term investments.

The Company had available at June 28, 1997 an unsecured bank line of credit with
a maximum borrowing limit of $10 million.  The interest rate is at prime (8.5 
percent at June 28, 1997).  The line of credit expires July 31, 1998.  The 
Company did not borrow on its line of credit during the quarters ended June 28,
1997 and June 29, 1996.

The Company believes that its working capital, cash flows from operations, trade
credit traditionally available from its vendors and its $10 million line of 
credit will be sufficient to finance its current and anticipated levels of 
operations.

C. STATEMENT OF PURPOSE OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE 
   SECURITITES LITIGATION REFORM ACT OF 1995

In December 1995, the Private Securities Litigation Reform Act of 1995 (the 
"Act") was enacted.  The Act contains amendments to the Securities Act of 1933
and the Securities Exchange Act of 1934 which provide protection from liability
in private lawsuits for "forward-looking" statements made by persons specified 
in the Act.  The Company desires to take advantage of the "safe harbor" 
provisions of the Act.

The Company wishes to caution readers that, with the exception of historical 
matters, the matters discussed in this Quarterly Report on Form 10-Q are 
forward-looking statements that involve risks and uncertainties, including but 
not limited to factors related to the highly competitive nature of the 
publishing industry as well as the warehouse club and retail industries and 
their sensitivity to changes in general economic conditions, the Company's 
ability to impact customer return rates, currency and other risks related to 
foreign operations, the results of financing efforts and other factors discussed
in the Company's other filings with the Securities and Exchange Commission.  
Such factors could affect the Company's actual results during fiscal 1998 and 
beyond and cause such results to differ materially from those expressed in any 
forward-looking statement made by or on behalf of the Company.



















                                                                 Page 11 of 12

PART II.  OTHER INFORMATION

ITEMS 1-3.  NOT APPLICABLE

ITEM  4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Registrant's Annual Meeting of Stockholders was held on July 24, 1997.  
Charles C. Tillinghast, III (4,941,608 votes for; 29,075 abstain/withheld), 
Loren C. Paulsen (4,940,808 votes for; 29,875 abstain/withheld) and Michael M. 
Nicita (4,900,808 votes for; 69,875 abstain/withheld) were elected as Class A 
directors to serve a three-year term, and will serve until their respective 
successors are elected and qualified.

ITEM  5.  OTHER INFORMATION - NONE

ITEM  6.  EXHIBITS AND REPORTS ON FORM 8-K. 
      
(a)   Exhibits 

    11.0 Statement re Computation of Per Share Earnings

    27.0 Financial Data Schedule

(b)   Reports on Form 8-K - None 


                                	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.

                                     		ADVANCED MARKETING SERVICES, INC.
                                    		          (Registrant)


                      August 8, 1997      	By: /s/ Charles C. Tillinghast, III
                           Date          		    Charles C. Tillinghast, III
                                         		    Chairman


 
                      August 8, 1997      	By: /s/ Michael M. Nicita 
                           Date    	    	      Michael M. Nicita 
                                        		     Chief Executive Officer
                                       		     (Principal Executive, Financial 
                                               and Accounting Officer)










                                                              			Page 12 of 12

Exhibit 11.0

<TABLE>
                       	ADVANCED MARKETING SERVICES, INC.

                	STATEMENT RE COMPUTATION OF PER SHARE EARNINGS

                                  	(UNAUDITED)

                    	(IN THOUSANDS, EXCEPT PER SHARE DATA)

            		                                  THREE MONTHS ENDED
	              	                            JUNE 28,          JUNE 29, 
                                              1997   	          1996   
<S>                                         <C>               <C>   
NET INCOME                                   $1,415            $1,227

WEIGHTED AVERAGE COMMON AND COMMON SHARE 
 EQUIVALENTS

WEIGHTED AVERAGE COMMON 
 SHARES OUTSTANDING                            5,518            5,468

WEIGHTED AVERAGE COMMON SHARE
  EQUIVALENTS-DILUTIVE STOCK OPTIONS:

	 PRIMARY                                        184              278
	 FULLY DILUTED                                  186              281

TOTAL WEIGHTED AVERAGE COMMON AND
  COMMON EQUIVALENT SHARES:

	 PRIMARY                                      5,702            5,746
	 FULLY DILUTED                                5,704            5,749

NET INCOME PER COMMON AND
   COMMON SHARE EQUIVALENT

  PRIMARY                                   $    .25         $    .21
	 FULLY DILUTED                             $    .25         $    .21
</TABLE>

Common share equivalents (for AMS outstanding stock options) are excluded from 
earnings per share calculations when antidilutive.