SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                          

                                  FORM 10-Q

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

                  For the quarter ended September 27, 1997

                      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)

                             (619) 457-2500
            (Registrant's telephone number, including area code)

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 October 31, 1997 was 6,278,220.    


                      ADVANCED MARKETING SERVICES, INC.

                            Index to Form 10-Q
                            September 27, 1997

                                                                           Page
                        PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS 

	Consolidated Balance Sheets (Unaudited)                                     3

	Consolidated Statements of Income (Unaudited)                               4
   
	Consolidated Statements of Cash Flows (Unaudited)                           5

	Notes to Consolidated Financial Statements                                6-8

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
CONDITION AND RESULTS OF OPERATIONS                                       9-11

                          PART II. OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS                                                  11

ITEM 2 - CHANGES IN SECURITIES                                              11

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES                                    11

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS              11

ITEM 5 - OTHER INFORMATION                                                  11

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K                                   11

SIGNATURES                                                                  12


PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (See Notes for Basis of Presentation)
<TABLE>

                        ADVANCED MARKETING SERVICES, INC.
                          CONSOLIDATED BALANCE SHEETS
               (Amounts in thousands, except for per share data)
<CAPTION>
 		                                    September 27,	  March 31,   September 28,
                  	         	              1997  	       1997  	       1996
                              		        (unaudited)	     (note)     (unaudited)
<S>                                   <C>             <C>          <C>
ASSETS
Current Assets:	
Cash And Cash Equivalents                $ 21,598      $ 13,592      $  6,694
Investments, Available-For-Sale             7,874         9,177         4,963
Accounts Receivable - Trade, Net of 
  Allowances for Uncollectible Accounts 
  and Sales Returns of $3,157,000 at 
  September 27, 1997, $3,782,000 at March 
  31, 1997 and $4,878,000 at September 
  28, 1996                                 56,412        53,564        77,146
Vendor and Other Receivables                2,080         2,801         2,620
Inventories, Net                           92,623        91,745       110,041
Deferred Income Taxes                       4,618         5,482         5,779
Prepaid Expenses                              939           809           637
      Total Current Assets                186,144       177,170       207,880

Property and Equipment, At Cost            10,504         9,206         8,909
Less - Accumulated Depreciation 
  and Amortization                          6,035         5,445         5,162
     Net Property And Equipment             4,469         3,761         3,747
Investments, Available-For-Sale             3,708         2,063           912
Other Assets                                  784           507           719
Total Assets                            $ 195,105     $ 183,501     $ 213,258

LIABILITIES
Current Liabilities:
Accounts Payable                         $127,424      $119,507     $ 152,348  
Accrued Liabilities                         5,517         5,318         5,857  
Income Taxes Payable                          827           889         1,151
     Total Current Liabilities            133,768       125,714       159,356

STOCKHOLDERS' EQUITY:
Common Stock, $.001 Par Value, Authorized 
  20,000,000 Shares, Issued 6,277,000 
  Shares at September 27, 1997, 6,228,000 
  Shares at March 31, 1997 and 6,179,000 
  Shares at September 28, 1996                  6             6             6  
Additional Paid In Capital                 26,607        26,319        25,977
Retained Earnings                          36,878        33,569        30,039  
Unrealized Gain (Loss) on Investments          51             9            (2)
Foreign Currency Translation Adjustment       (85)          (86)          (88)
Less: Treasury Stock, 718,000 at September 
  27, 1997 and 708,000 Shares at March 31, 
  1997 and September 28, 1996, at Cost     (2,120)       (2,030)       (2,030)
Total Stockholders' Equity                 61,337        57,787        53,902  
TOTAL LIABILITIES AND STOCKHOLDERS' 
  EQUITY                                $ 195,105     $ 183,501     $ 213,258  

<FN>
Note: The balance sheet at March 31, 1997 has been derived from the audited 
financial statements a that date, but does not include all of the information 
and footnotes required  by generally accepted accounting principles for complete
financial statements
</TABLE>

<TABLE>
                         ADVANCED MARKETING SERVICES, INC.

                          CONSOLIDATED STATEMENTS OF INCOME
              (Unaudited - amounts in thousands, except per share data)
<CAPTION>
            		            Three Months Ended	              Six Months Ended
                  		   September 27,  September 28,  September 27, September 28,
              		           1997          1996   	       1997           1996
<S>                    <C>           <C>            <C>            <C>
Net Sales                 $ 99,806     $ 87,939        $181,886       $185,736
Cost Of Good Sold           89,709       78,758         162,087        167,370
  Gross Profit              10,097        9,181          19,799         18,366
Distribution and 
 Administrative Expenses     7,351        6,651          15,166         14,132
  Income From Operations     2,746        2,530           4,633          4,234
  Interest and Dividend 
    Income                     307          198             660            432
  Income Before Provision 
    for Income Taxes         3,053        2,728           5,293          4,666
  Provision for Income 
    Taxes                    1,160        1,029           1,985          1,740
  Net Income              $  1,893     $  1,699       $   3,308     $    2,926
 
Net Income Per Common and 
  Common Share Equivalent:

	Primary                  $    .33     $    .30       $     .59     $      .51
	Fully Diluted            $    .33     $    .30       $     .58     $      .51

Weighted Average Number of 
  Shares:

	Primary                     5,672        5,715           5,652          5,736
	Fully Diluted               5,705        5,697           5,695          5,696
<FN>
The accompanying notes are an integral part of these consolidated statements.
</TABLE>

<TABLE>
                      ADVANCED MARKETING SERVICES, INC.

                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                    (Unaudited - amounts in thousands)
<CAPTION>
                                           	 	           Six Months Ended
                                           		      September 27,   September 28,
                                      	 	              1997            1996 
<S>                                                <C>             <C>
OPERATING ACTIVITIES:
Net Income                                            $ 3,308         $ 2,926
Adjustments to Reconcile Net Income to 
  Net Cash Provided By (Used In) Operating 
  Activities:
  Depreciation and Amortization                           666             602
  Provision for Uncollectible Accounts and 
    Sales Returns                                         865             853  
  Provision for Markdown of Inventory                   1,819             647
  Deferred Income Taxes                                   864            (500)
  Changes in Assets And Liabilities:
     Increase in Accounts Receivable - Trade           (3,704)        (20,313)
     (Increase) Decrease in Vendor and Other 
       Receivables                                        721            (406) 
      Increase in Inventories                          (2,682)        (38,383)
      Increase in Accounts Payable                      7,887          47,734  
      Increase in Accrued Liabilities                     200             548
      Decrease in Income Taxes Payable                    (62)           (594)
      Increase In Prepaid Expenses And Other Assets      (407)           (500)
   Net Cash Provided By (Used In) Operating 
     Activities                                         9,475          (7,386)

INVESTING ACTIVITIES:
  Purchase/Disposal of Property and Equipment, Net     (1,374)         (1,281)
  Purchase of Investments, Available-For-Sale          (5,533)        (41,970)
  Sale and Redemption of Investments, 
    Available-For-Sale                                  5,233          48,617
  Purchase of Treasury Stock                              (90)             --
    Net Cash Provided By (Used In) Investing 
      Activities                                       (1,764)          5,366  

FINANCING ACTIVITIES:
  Proceeds from Exercise of Options and Related 
    Tax Benefits                                          288               9
   Net Cash Provided By Financing Activities              288               9

Effect of Exchange Rate Changes on Cash                     7              (1)
Increase (Decrease) in Cash and Cash Equivalents        8,006          (2,012)

CASH AND CASH EQUIVALENTS, Beginning of Period         13,592           8,706  
CASH AND CASH EQUIVALENTS, End of Period             $ 21,598         $ 6,694  
<FN>
The accompanying notes are an integral part of these consolidated statements.
</TABLE>

                        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 and six months
ended September 27, 1997 and September 28, 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 consolidated 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 and six month periods ended September 
27, 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 the calendar month.  The cut-off for the fourth fiscal quarter is March 31.
This practice may result in differences in the number of business days for whicn
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 corporate
and municipal bonds.  The cost and estimated fair value of investments at 
September 27, 1997 and September 28, 1996  are as follows (in thousands):

<TABLE>
             		                    	             September  27, 1997
<CAPTION>
                                                                       Estimated
                                  Amortized   Unrealized   Unrealized       Fair
                                       Cost        Gains       Losses      Value
<S>                               <C>         <C>          <C>         <C>
Debt Securities Issued by States 
of The U.S. and Political 
Subdivisions of The States         $ 11,531     $     51    $      --   $ 11,582
</TABLE>	

<TABLE>
		                                                      September 28, 1996
<CAPTION>
                                                                       Estimated
                                  Amortized   Unrealized   Unrealized       Fair
                                       Cost        Gains       Losses      Value
<S>                               <C>         <C>          <C>         <C>
Debt Securities Issued by States 
of The U.S. and Political 
Subdivisions of The States         $  5,877     $      2    $       4   $  5,875
</TABLE>

As of September 27, 1997, investments in debt securities issued by States of the
U.S. and political subdivisions of the States in the amount of $7,874,000 are 
scheduled to mature within one year and $3,708,000 are scheduled to mature 
within 2 years.

There were no proceeds from the sale of investments for the quarter ended 
September 27, 1997 and $3,400,000 for the quarter ended September 28, 1996.  
There was no significant gain or  loss realized on these sales.  The Company 
uses the specific identification method in determining cost on these 
investments. The net increase in unrealized gain on investments was 
approximately $4,000 for the quarter ended September 27, 1997.  The decrease in
unrealized loss on investments for the quarter ended September 28, 1996 was 
approximately $5,000 and the net decrease in unrealized gain was approximately 
$3,000.

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 $1,389,000 as of September 27, 1997, $2,035,000 as of 
March 31, 1997 and $2,620,000 as of September 28, 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 September 27, 1997 an unsecured bank line of credit
with a maximum borrowing limit of $10 million.  The interest rate on bank 
borrowings is based on the prime rate and "Libor" rates.  The line of credit 
expires July 31, 1999.  As of September 27, 1997 and September 28, 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 six months ended September 27, 1997 totaled $1,043,000.
Income taxes paid during the same period of the previous year totaled 
$2,847,700.

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 (SFAS) 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 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 
three months ended September 27, 1997, basic EPS would have been $.34 per share
versus $.33 reported for primary EPS. Diluted EPS would have been $.33 per 
share, unchanged from fully diluted EPS reported for the period.  If the Company
had adopted SFAS No. 128 for the six months ended September 27, 1997, basic EPS
would have been $.60 per share versus $.58 reported for primary EPS.  Diluted 
EPS would have been $.58 per share, unchanged from fully diluted EPS reported 
for the period.

9. EMPLOYEE STOCK OPTION PLAN
Nonqualified options to purchase an aggregate of 543,380 shares of common stock
were outstanding as of September 27, 1997.  The outstanding options were at 
prices ranging from $2.02 to $11.16 per share.  


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

A. RESULTS OF OPERATIONS

Six Month Periods Ended September 27, 1997 and September 28, 1996:

During the six months ended September 27, 1997, the Company reported net income
of $3,308,000, or $.58 per share, compared with net income of $2,926,000, or 
$.51 per share, for the first six months of the prior fiscal year.

Net sales for the first six months of fiscal 1998 decreased two percent to 
$181,886,000 from $185,736,000 in the same period of the prior fiscal year.  
This decrease was primarily due to the publication of fewer major best selling 
novels and industry-wide declines in the rate of sale of certain high volume 
juvenile titles.  The impact of these declines was partially offset by 
reductions in customer returns due, in part, to the Company's introduction of
Vendor Managed Inventory (VMI) programs for its two largest customers.

During the first six months of fiscal 1998, gross profit increased eight percent
to $19,799,000 from $18,366,000 in the first six months of the previous fiscal 
year.  Gross profit as a percentage of net sales increased to 10.9 percent from
9.9 percent in the same period in the last fiscal year.  This increase was 
primarily due to lower sales of higher volume titles which typically carry lower
gross margins, as well as modest sales increases of internally developed or 
published titles which typically carry higher gross margins.  These improvements
to gross margin were offset, in part, by higher provisions for inventory 
markdowns based on analysis of the Company's non-returnable inventory.

Distribution and administrative expenses for the six months ended September 27,
1997 increased seven percent to $15,166,000 and represented 8.3 percent of net 
sales compared to $14,132,000, or 7.6 percent of net sales, in the same period 
of the previous fiscal year. The impact of higher administrative expenses and 
reduced cash discount income was partially offset by reductions in certain 
distribution costs resulting from reduced customer returns as well as a decrease
in the provision for uncollectible accounts receivable.

Interest and dividend income increased to $660,000 in the six month period ended
September 27, 1997 from $432,000 in the corresponding period of the previous 
fiscal year as a result of increased cash and investment balances.

Three Month Periods Ended September 27, 1997 and September 28, 1996:

During the three months ended September 27, 1997, the Company reported net 
income of $1,893,000, or $.33 per share, compared with a net income of 
$1,699,000, or $.30 per share, for the corresponding quarter of the previous 
fiscal year.

Net sales for the quarter ended September 27, 1997 increased 13.5 percent to 
$99,806,000 compared to $87,939,000 in the previous fiscal year's second 
quarter.  The increase in quarterly net sales reflects the benefit of reduced 
customer returns due, in part, to the Company's introduction of VMI programs for
its two largest customers.

During the quarter ended September 27, 1997, gross profit increased ten percent
to $10,097,000 from $9,181,000 in the second quarter of the previous fiscal 
year.  Gross profit as a percentage of net sales declined to 10.1 percent from 
10.4 percent in the same period last fiscal year due to increased provisions for
inventory markdowns and lower accruals for publisher incentive programs.

Distribution and administrative expenses for the quarter ended September 27, 
1997 increased to $7,351,000 and represented 7.4 percent of net sales compared 
to $6,651,000, or 7.6 percent of net sales, in the same quarter of the previous
fiscal year.  Reductions in certain distribution costs, primarily the result of
reduced customer returns, more than offset the impact of increased 
administrative expenses and reduced cash discount income.

Interest and dividend income increased to $307,000 in the second quarter of 
fiscal 1998 from $198,000 in the corresponding period of the previous fiscal 
year as a result of increased cash and investment balances.

B. LIQUIDITY AND SOURCES OF CAPITAL

For the six months ended September 27, 1997, $9,480,000 of net cash was provided
by operating activities. Net cash used in operating activities in the same 
period of the prior year was $7,386,000.  The Company's cash and investments 
at September 27, 1997 increased by $20,611,000 compared to September 28, 1996 
primarily due to decreases in accounts receivable and inventory offset, in part,
by a decrease in accounts payable.  Trade accounts receivable at September 27, 
1997 decreased $20,734,000 compared to September 28, 1996 primarily due to 
decreased sales during the month of September 1997, as well as a decrease in 
disputed items.  Trade accounts receivable at September 27, 1997 increased 
$2,848,000 compared to March 31, 1997 primarily due to the seasonal increase 
in sales.  Inventories at September 27, 1997 decreased $17,418,000 compared to 
September 28, 1996 and were relatively consistent compared to March 31, 1997 
due, in part, to the impact of the Company's introduction of VMI programs as 
previously discussed.  The decrease in inventories was more than offset by a 
decrease in accounts payable at September 27, 1997 of $24,924,000 compared to 
September 28, 1996.  Accounts payable at September 27, 1997 increased $7,917,000
compared to March 31, 1997 due to increased purchases to support expected 
seasonal increases in third quarter sales.

Working capital was $52,376,000 as of September 27, 1997 which increased from 
the September 28, 1996 level of $48,524,000 and from the March 31, 1997 balance 
of $51,456,000.  The increases compared to September 28, 1996 and March 31, 1997
were primarily a result of increases in net operating current assets.

The Company had available at September 27, 1997 an unsecured bank line of credit
with a maximum borrowing limit of $10 million.  The interest rate on bank 
borrowings is based on the prime rate and "Libor" rates.  The line of credit 
expires July 31, 1999.  As of September 27, 1997 and September 28, 1996, there 
were no outstanding borrowings on the line of credit.

The Company believes that its existing 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
level of operations.


C. IMPACT OF YEAR 2000

During the current year, the Company developed its plan to address the Year 2000
issue.  It is estimated that the net cost to change existing computer programs 
for both internal and external software will be approximately $500,000.  The 
Company has incurred expenses in the current fiscal year related to this issue 
and it is anticipated that a substantial portion of the total cost will be 
incurred over the next two years and will be expensed as incurred.

D. 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. Certain 
important factors could cause results to differ materially from those 
anticipated by the forward-looking statements, including but not limited to the
impact of changed economic or business conditions, the impact of competition, 
the success of existing and new book releases, continuation of favorable trends
associated with the Company's VMI program, other risk factors inherent in the 
publishing and retailing industries, and other factors discussed from time to 
time in reports filed by the Company with the Securities and Exchange 
Commission.

PART II.  OTHER INFORMATION

ITEMS 1-5.  
	None

ITEM  6.  EXHIBITS AND REPORTS ON FORM 8-K. 
      
(a)  The following exhibits are included herein or incorporate by reference:
	(11.0) Statement re Computation of Per Share Earnings
	(27.0) Financial Data Schedule

(b)  No reports on Form 8-K were filed for the three months ended September 27, 
     1997.


                                   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


          November 11, 1997                 	By: /s/ Michael M. Nicita
                Date	                            Michael M. Nicita
                                          		     Chief Executive Officer
                                           	     (Principal Executive Officer)
		     



          November 11, 1997                 	By: /s/ Daniel T. Carter
                 Date	                           Daniel T. Carter
                                          		     Chief Financial and Accounting
                                                 Officer, Executive Vice 
                                                 President - Finance
                                         		      (Principal Financial and 
                                                 Accounting Officer)


Exhibit 11.0
<TABLE>   
                      ADVANCED MARKETING SERVICES, INC.
  
                STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
           (Unaudited - amounts in thousands, except per share data)

<CAPTION>
               		         Three Months Ended               Six Months Ended 
                  	   September 27,  September 28,  September 27,  September 28,
              	           1997   	       1996   	       1997   	       1996    
<S>                   <C>            <C>            <C>            <C>
Net Income               $1,893         $1,699         $3,308         $2,926

Weighted Average Common and 
  Common Share Equivalents:

Weighted Average Common 
  Shares Outstanding      5,543          5,471          5,531          5,469

Weighted Average Common 
  Share Equivalents-
  Dilutive   Stock Options:

	 Primary                   129            244            121            267
	 Fully Diluted             162            226            164            227

Total Weighted Average 
  Common and Common 
  Equivalent Shares:

	 Primary                 5,672           5,715          5,652         5,736
	 Fully Diluted           5,705           5,697          5,695         5,696

Net Income Per Common 
  and Common Share 
  Equivalent:

	 Primary              $    .33        $    .30       $    .59      $    .51
	 Fully Diluted        $    .33        $    .30       $    .58      $    .51
<FN>
Common share equivalents (for AMS outstanding stock options) are excluded from 
earnings per share calculations when antidilutive.
</TABLE>