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 December 28, 1996

                                   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 
                     January 31, 1997 was 5,491,699 .



                     ADVANCED MARKETING SERVICES, INC.
                      Quarterly Report on Form 10-Q
                           December 28, 1996

   
                                  INDEX




                                                                        Page 
                                                                       Number
PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS 

	Consolidated Balance Sheets
	  December 28, 1996 (Unaudited), March 31, 1996 and 
                 December 30, 1995 (Unaudited)	    								              3 - 4

	Consolidated Statements of Income (Unaudited) 
	  Three months and nine months ended December 28, 1996 and 
   December 30, 1995			                                    							           5
   
	Consolidated Statements of Cash Flows (Unaudited)
	  Nine months ended December 28, 1996 and 
	  December 30, 1995                                      								           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)


                         ADVANCED MARKETING SERVICES, INC.

                           CONSOLIDATED BALANCE SHEETS

                                    ASSETS
<TABLE>
<CAPTION>
 	                                                        AS OF       
		                                       DECEMBER 28,   MARCH 31,	  DECEMBER 30,
		                                           1996	        1996	         1995   
		                                       (UNAUDITED)	       	        (UNAUDITED)
CURRENT ASSETS:	                           (IN THOUSANDS EXCEPT SHARE DATA)
<S>                                      <C>            <C>          <C>
CASH AND CASH EQUIVALENTS                $   9,310      $  8,706      $ 10,172

INVESTMENTS, AVAILABLE-FOR-SALE              9,318        12,532         5,684

ACCOUNTS RECEIVABLE - TRADE, NET OF            
ALLOWANCES FOR UNCOLLECTIBLE ACCOUNTS 
AND SALES RETURNS OF $5,129,000 AT 
DECEMBER 28, 1996, $4,173,000 AT MARCH 
31, 1996 AND $4,800,000 AT DECEMBER 30, 
1995                                        66,230        57,700        65,924

VENDOR AND OTHER RECEIVABLES                 3,159         2,213         1,064

INVENTORIES, NET                            85,924        72,297        89,013

DEFERRED INCOME TAXES                        5,840         5,279         3,776

PREPAID EXPENSES                             1,200           575           814

      TOTAL CURRENT ASSETS                 180,981       159,302       176,447

PROPERTY AND EQUIPMENT, AT COST              9,440         7,837         6,644

LESS - ACCUMULATED DEPRECIATION AND 
AMORTIZATION                                 5,457         4,769         4,541

     NET PROPERTY AND EQUIPMENT              3,983         3,068         2,103

INVESTMENTS, AVAILABLE-FOR-SALE              1,974            --            --

OTHER ASSETS                                   588           281           254

TOTAL ASSETS                              $187,526      $162,651      $178,804
</TABLE>

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



                                                                  Page 3 of 12

                       ADVANCED MARKETING SERVICES, INC.

                         CONSOLIDATED BALANCE SHEETS

                      LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
		                                                     AS OF
                               		     DECEMBER 28,	  MARCH 31,     DECEMBER 30,
		                                       1996          1996            1995  
		                                    (UNAUDITED)                	  (UNAUDITED)
CURRENT LIABILITIES:	                      (IN THOUSANDS EXCEPT SHARE DATA)
<S>                                    <C>            <C>            <C>
ACCOUNTS PAYABLE                       $123,109       $104,626       $ 122,372  

ACCRUED LIABILITIES                       5,869          5,309           4,794  

INCOME TAXES PAYABLE                      1,579          1,745           1,339  

     TOTAL CURRENT LIABILITIES          130,557        111,680         128,505  

STOCKHOLDERS' EQUITY:

COMMON STOCK, $.001 PAR VALUE, 
AUTHORIZED 20,000,000 SHARES, 
ISSUED 6,199,000 SHARES AT 
DECEMBER 28, 1996, 6,174,000 
SHARES AT MARCH 31, 1996 AND 
6,156,000 SHARES AT DECEMBER 
30, 1995                                      6               6              6  

ADDITIONAL PAID IN CAPITAL               26,146          25,968         25,845  

RETAINED EARNINGS                        32,905          27,113         26,435  

UNREALIZED GAIN (LOSS) ON INVESTMENTS         5               8            (24)

FOREIGN CURRENCY TRANSLATION ADJUSTMENT     (63)            (94)            67  

LESS: TREASURY STOCK, 708,000 SHARES, 
AT COST                                  (2,030)         (2,030)        (2,030)

     TOTAL STOCKHOLDERS' EQUITY          56,969          50,971         50,299  

TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY                                 $187,526        $162,651       $178,804  
</TABLE>


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









                                                                  Page 4 of 12

                         ADVANCED MARKETING SERVICES, INC.

                        CONSOLIDATED STATEMENTS OF INCOME

                                  (UNAUDITED)

                       (IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
	                         	         THREE MONTHS ENDED	     NINE MONTHS ENDED
		                                   DEC 28,    DEC 30,     DEC 28,    DEC 30,
                               		     1996       1995 	      1996       1995  
<S>                                 <C>        <C>        <C>         <C>
NET SALES                           $112,965   $121,396   $ 298,701   $287,754

COST OF GOOD SOLD                    101,508    109,014     268,878    259,257

  GROSS PROFIT                        11,457     12,382      29,823     28,497

DISTRIBUTION AND ADMINISTRATIVE 
EXPENSES                               7,122      7,867      21,254     20,504

  INCOME FROM OPERATIONS               4,335      4,515       8,569      7,993

INTEREST EXPENSE                          (4)        --         (13)        --

INTEREST AND DIVIDEND INCOME             213        397         654        986

  INCOME BEFORE PROVISION FOR 
    INCOME TAXES                       4,544      4,912       9,210      8,979

PROVISION FOR INCOME TAXES             1,678      2,008       3,418      3,556

  NET INCOME                        $  2,866 $    2,904    $  5,792  $   5,423

  NET INCOME PER COMMON AND 
  COMMON SHARE EQUIVALENT:

       PRIMARY                    $      .50  $     .52  $     1.01  $     .97
      	FULLY DILUTED              $      .50  $     .51  $     1.01  $     .96

  WEIGHTED AVERAGE NUMBER OF 
  SHARES:

       	PRIMARY                        5,692      5,637       5,724      5,582
       	FULLY DILUTED                  5,697      5,671       5,724      5,664
</TABLE>


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









                                                              				Page 5 of 12

                          ADVANCED MARKETING SERVICES, INC.

                        CONSOLIDATED STATEMENTS OF CASH FLOWS

                                    (UNAUDITED)
   
                                   (IN THOUSANDS)
<TABLE>  
<CAPTION>>
		                                                        NINE MONTHS ENDED
                                           		         DECEMBER 28,  DECEMBER 30,
	 	                                                       1996           1995   
<S>                                                   <C>           <C>   
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME                                              $ 5,792        $ 5,423  
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH 
    PROVIDED BY (USED IN) OPERATING ACTIVITIES:
 DEPRECIATION AND AMORTIZATION                              959            662  

 PROVISION FOR UNCOLLECTIBLE ACCOUNTS AND SALES RETURNS   1,352          2,538  
 PROVISION FOR MARKDOWN OF INVENTORY	                     2,163          3,246  
 DEFERRED INCOME TAXES	                                    (561)          (665)
 CHANGES IN ASSETS AND LIABILITIES:     
  INCREASE IN ACCOUNTS RECEIVABLE - TRADE               (10,019)       (31,442)
 (INCREASE) DECREASE IN VENDOR AND OTHER RECEIVABLES       (945)           593  
  INCREASE IN INVENTORIES                               (16,016)       (22,863)
  INCREASE ACCOUNTS PAYABLE                              18,775         37,260  
  INCREASE IN ACCRUED LIABILITIES                           560          1,842  
  INCREASE (DECREASE) IN INCOME TAXES PAYABLE              (172)           737
  INCREASE IN PREPAID EXPENSES AND OTHER ASSETS            (932)          (573)

    NET CASH PROVIDED BY (USED IN) OPERATING 
      ACTIVITIES                                            956         (3,242)

CASH FLOWS FROM INVESTING ACTIVITIES:

 PURCHASE/DISPOSAL OF PROPERTY AND EQUIPMENT, NET        (1,875)          (450)
 PURCHASE OF INVESTMENTS, AVAILABLE-FOR-SALE            (55,110)       (19,535)
 SALE AND REDEMPTION OF INVESTMENTS, AVAILABLE-FOR-SALE  56,347         24,038  

    NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES    (638)         4,053  

CASH FLOWS FROM FINANCING ACTIVITIES:

 PROCEEDS FROM EXERCISE OF OPTIONS AND RELATED TAX 
   BENEFITS                                                 178            326  

    NET CASH PROVIDED BY FINANCING ACTIVITIES               178            326  

EFFECT OF EXCHANGE RATE CHANGES ON CASH                     108             --

INCREASE IN CASH AND CASH EQUIVALENTS                       604          1,137 

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD            8,706          9,035  

CASH AND CASH EQUIVALENTS, END OF PERIOD                $ 9,310      $  10,172  
</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 and nine 
months ended December 28, 1996 and December 30, 1995 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, 1996.

The results of operations for the three and nine month periods ended December 
28, 1996 are not necessarily indicative of the results to be expected for the 
fiscal year ending March 31, 1997.  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.

The preparation of financial statements in conformity with generally accepted 
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of 
contingent assets and liabilities at the date of the financial statements and 
the reported amounts of revenues and expenses during the reporting period.  
Actual results could differ from those estimates.

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 corporate
and municipal bonds and funds held in managed investment funds.

The cost and estimated fair market value of investments at December 28, 1996 and
December 30, 1995 are as follows (in thousands):
<TABLE>
<CAPTION>
		                               	               December  28, 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         $11,287     $     10      $     5     $11,292
</TABLE>



                                                                  Page 7 of 12
<TABLE>
<CAPTION>
                                                  December 30, 1995 

                                 Amortized   Unrealized   Unrealized   Estimated
                                      Cost        Gains       Losses  Fair Value
<S>                              <C>         <C>          <C>         <C>
Mortgage-Backed Securities         $ 2,205      $     -      $    28     $ 2,177

Debt Securities issued by States 
of the U.S. and political 
subdivisions of the States           3,503            4           -        3,507

                                   $ 5,708      $     4      $    28     $ 5,684
</TABLE>

As of December 28, 1996, investments in debt securities issued by States of the
U.S. and political subdivisions of the States in the amount of  $9,318,000 are
scheduled to mature within one year and $1,974,000 are scheduled to mature 
within two years.

Proceeds from the sale of investments aggregated $1,038,000 for the quarter 
ended December 28, 1996.  There was a gain of $3,000 realized on these sales.  
Proceeds from the sale of investments in the quarter ended December 30, 1995 
totaled $5,400,000.  There was no 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 $7,000 for the quarter ended December 28, 1996.  The decrease in 
unrealized loss on investments for the quarter ended December 30, 1995 was 
approximately $4,000.

Proceeds from the sale of investments totaled $4,438,000 for the nine months 
ended December 28, 1996. Proceeds from sales of investments during the same 
period of the previous year totaled $13,450,000.  There was a net loss of  $400
and a net gain of $3,000 realized on these sales, respectively.  The decrease in
unrealized gain on investments was approximately $3,000 for the nine months 
ended December 28, 1996.  In the nine months ended December 30, 1995, the 
decrease in unrealized loss on investments was approximately $22,000.

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 $2,819,000 as of December 28, 1996, $2,173,000 as of 
March 31, 1996 and $3,119,000 as of December 30, 1995 for the gross profit 
effect of estimated future sales returns.

5. INVENTORIES 

Inventories consist primarily of books and prerecorded audio 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 December 28, 1996 an unsecured bank line of credit
with a maximum borrowing limit of $10 million.  The interest rate is at prime 
(8.25 percent at December 31, 1996). The line of credit expires July 31, 1998. 
As of December 28, 1996, March 31, 1996 and December 30, 1995, 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 nine months ended December 28, 1996 totaled $4,089,000.
Income taxes paid during the same period of the previous year totaled 
$3,248,000.




                                                                  Page 8 of 12
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.

9. EMPLOYEE STOCK OPTION PLAN

Nonqualified options to purchase an aggregate of 516,390 shares of common stock
were outstanding as of December 28, 1996.  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

Nine Month Periods Ended December 28, 1996 and December 30, 1995:

During the nine months ended December 28, 1996, the Company reported net income 
of $5,792,000, or $1.01 per share, compared with net income of $5,423,000, or 
$.96 per share, for the first nine months of the prior year.

Net sales for the first nine months of fiscal 1997 increased four percent to 
$298,701,000 from $287,754,000 in the same period of the prior year.  This 
increase was due in part to improved comparable retail sales recorded by the 
Company's warehouse club customers and additional business obtained from two of
the Company's major customers in the summer of 1995.  The increase was offset,
in part, by continuing high rates of returns from customers as well as lower 
than expected shipments to one of the Company's major customers in the fall of 
1996.  Net sales to this customer were adversely impacted as a result of the 
customer's overall retail inventory levels exceeding budgeted levels during the 
latter part of the Christmas season.

During the first nine months of fiscal 1997, gross profit increased five percent
to $29,823,000 from $28,497,000 in the first nine months of the previous fiscal 
year.  Gross profit as a percentage of net sales increased to 10 percent from 
9.9 percent in the same period last year.  This improvement resulted primarily 
from higher income from publisher incentive programs and lower markdown 
provisions offset, in part, by higher allowance and sales adjustments associated
with certain customer shipments.

Distribution and administrative expenses for the nine months ended December 28, 
1996 increased four percent to $21,254,000 and represented 7.1 percent of net 
sales compared to $20,504,000, or 7.1 percent of net sales, in the same period 
of the previous year.  During the nine months ended December 28, 1996, 
distribution center labor increased as a percent of sales due primarily to 
increased returns volume.  In addition, administrative expenses increased as a 
result of the addition of new personnel to support the Company's continued 
activities to expand its customer base.  These increases were offset, in part, 
by greater contributions from the Company's promotional programs and cash 
discounts on certain publisher payments.  The Company believes that 
opportunities for earning such cash discounts may be significantly reduced in 
future periods due to changes in certain publishers' policies.

In the nine months ended December 28, 1996, the Company incurred interest 
expense of $13,000 credited to participants of its deferred compensation plan.
The Company incurred no interest expense in the nine months ended December 30, 
1995.  Interest and dividend income decreased to $654,000 in the period from 
$986,000 in the corresponding period of the previous year.  This decrease was 
the result of lower investment balances, as well as lower pre-tax yields due to 
a greater proportion of tax exempt investments in the current fiscal period.  
Lower investment balances were primarily due to accelerated payments to vendors 
in order to take advantage of early payment discounts.

The Company's combined federal and state statutory tax rate is approximately 39 
percent.  The tax provision for the nine months ended December 28, 1996 was 37 
percent compared to 40 percent in the same period of the previous fiscal year.  
The decrease in the tax provision rate was applicable primarily to utilization 
of a foreign tax loss carryforward in the current fiscal year and a larger 
nondeductible provision for foreign exchange losses in the third quarter of the 
previous fiscal year.

Three Month Periods Ended December 28, 1996 and December 30, 1995:

During the three months ended December 28, 1996, the Company reported net income
of $2,866,000, or $.50 per share, compared with net income of $2,904,000, or $
 .51 per share for the same period of the previous year. Net sales for the 
quarter declined seven percent to $112,965,000 compared to $121,396,000 in the 
previous year's third quarter. The decline in net sales was primarily 
attributable to continuing high rates of returns from customers as well as lower
than expected shipments to one of the Company's major customers.  Net sales to 
this customer were adversely impacted as a result of the customer's overall 
retail inventory levels exceeding budgeted levels during the latter part of the
Christmas season.
                                                                 Page 10 of 12
Distribution and administrative expenses for the quarter ended December 28, 1996
decreased 9 percent to $7,122,000 and represented 6.3 percent of net sales 
compared to $7,867,000, or 6.5 percent of net sales, in the same quarter of the 
previous year. Administrative expenses during the quarter were favorably 
affected by higher cash discount income, lower provision for bad debt expense 
and a modest foreign exchange translation gain.

In the three months ended December 28, 1996, the Company incurred $4,000 in 
interest expense credited to participants of its deferred compensation plan.  
The Company incurred no interest expense in the three months ended December 30,
1995. Interest and dividend income decreased to $213,000 in the period from 
$397,000 in the corresponding period of the previous year.  This increase was 
the result of lower investment balances, as well as lower per-tax yields due to 
a greater proportion of tax exempt investments in the current period. Lower 
investment balances were primarily due to accelerated payments to vendors in 
order to take advantage of early payment discounts.

The Company's combined federal and state statutory tax rate is approximately 39 
percent.  The tax provision for the quarter ended December 28, 1996 was 37 
percent compared to 41 percent in the same quarter of the previous fiscal year.
The decrease in the tax provision rate was applicable primarily to utilization 
of a foreign tax loss carryforward in the current fiscal quarter and a larger 
nondeductible provision for foreign exchange losses in the third quarter of the 
previous fiscal year.

B. LIQUIDITY AND SOURCES OF CAPITAL

For the nine months ended December 28, 1996, $956,000 of cash was provided by 
operating activities.  In the same period of the prior year, $3,242,000 of cash
was used in operating activities.  The Company's cash and investments increased
by $4,746,000 compared to December 30, 1995 primarily due to a decrease in net 
investment in inventory. While third quarter sales declined,  trade accounts 
receivable increased $306,000 compared to one year ago primarily as a result of
delays in the receipt of certain customer payments.  Trade accounts receivable 
increased $8,530,000 compared to March 31, 1996 due primarily to seasonally high
sales during the Christmas quarter.  Inventories decreased $3,089,000 compared 
to December 30, 1995 as a result of accelerated returns to publishers.  
Inventories increased $13,627,000 compared to March 31, 1996 due to the expected
seasonal increase in sales.  The increase in inventories was more than offset by
an increase in accounts payable $18,483,000 compared to March 31, 1996.

Working capital was $50,424,000 as of December 28, 1996 which increased from the
March 31, 1996 level of $47,622,000 and from the December 30, 1995 balance of 
$47,942,000.  These increases compared to March 31, 1996 and December 30, 1995 
were primarily a result of increases in net operating current assets.

The Company had available at December 28, 1996 an unsecured bank line of credit
with a maximum borrowing limit of $10 million.  The interest rate is at prime 
(8.25 percent at December 28, 1996).  The line of credit expires July 31, 1998.
As of December 28, 1996, March 31, 1996 and December 30, 1995, 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.














                                                               		Page 11 of 12
PART II.  OTHER INFORMATION

ITEMS 1-4.  NOT APPLICABLE

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)


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



     February 11, 1997     	             By: /s/ Jonathan S. Fish
           Date                              Jonathan S. Fish  
                                      		     Chief Financial and Accounting 
                                             Officer, Executive Vice President -
                                             Finance
                                       	     (Principal Financial and Accounting
                                             Officer)


















                                                                 Page 12 of 12


Exhibit 11.0

                          ADVANCED MARKETING SERVICES, INC.

                  STATEMENT RE COMPUTATION OF PER SHARE EARNINGS

                                    (UNAUDITED)

                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>

		                                       THREE MONTHS ENDED  NINE MONTHS ENDED
	                                        DEC 28     DEC 30,   DEC 28,   DEC 30,
                                           1996      1995      1996      1995 
<S>                                      <C>        <C>       <C>       <C>
NET INCOME                                $2,866    $2,904    $5,792    $5,423

WEIGHTED AVERAGE COMMON AND COMMON 
SHARE EQUIVALENTS:

     WEIGHTED AVERAGE COMMON 
            SHARES OUTSTANDING             5,481     5,429     5,473     5,412

     WEIGHTED AVERAGE COMMON SHARE
            EQUIVALENTS-DILUTIVE STOCK 
            OPTIONS:
 
                   	 PRIMARY                 211       208       251       170
                   	 FULLY DILUTED           216       242       251       252

      TOTAL WEIGHTED AVERAGE COMMON AND
            COMMON EQUIVALENT SHARES:

                    	 PRIMARY              5,692     5,637     5,724     5,582
                      FULLY DILUTED        5,697     5,671     5,724     5,664

NET INCOME PER COMMON AND
   COMMON SHARE EQUIVALENT:

                      PRIMARY           $    .50  $    .52  $   1.01  $    .97
                    	 FULLY DILUTED     $    .50  $    .51  $   1.01  $    .96
</TABLE>



	                   

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