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 30, 1995

                                  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 December 30, 1995 was 5,448,739.
















                   ADVANCED MARKETING SERVICES, INC.
                     Quarterly Report on Form 10-Q
                           December 30, 1995


                                 INDEX




                                                                
                                                                Page 
                                                               Number
PART I. FINANCIAL INFORMATION

Item 1. CONSOLIDATED FINANCIAL STATEMENTS 

      Consolidated Balance Sheets
        December 30, 1995 (Unaudited), March 31, 1995 and 
         December 31, 1994 (Unaudited)                           3-4

      Consolidated Statements of Income (Unaudited) 
        Three months and nine months ended December 30, 1995 
         and December 31, 1994                                     5
   
      Consolidated Statements of Cash Flows (Unaudited)
        Nine months ended December 30, 1995 and 
          December 31, 1994                                        6

      Notes to Consolidated Financial Statements                 7-9

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
      FINANCIAL CONDITION AND RESULTS OF OPERATIONS            10-12


PART II. OTHER INFORMATION                                        13


SIGNATURES                                                        13




















                                                        Page 2 of 13



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         
     
                                      DEC 30,     MARCH 31,   DEC 31,
                                       1995         1995       1994 
                                    
                                    (UNAUDITED)             (UNAUDITED)
                                    -----------  ----------- ----------      
CURRENT ASSETS:                      (IN THOUSANDS, EXCEPT SHARE DATA)
<S>                                 <C>          <C>        <C>
  CASH AND CASH EQUIVALENTS          $  10,172   $   9,035  $ 7,205

  INVESTMENTS, AVAILABLE-FOR-SALE        5,684       9,153    22,503

  ACCOUNTS RECEIVABLE - TRADE, NET OF
    ALLOWANCES FOR UNCOLLECTIBLE
    ACCOUNTS AND SALES RETURNS OF
    $4,800,000 AT DECEMBER 30, 1995,
    $2,532,000 AT MARCH 31, 1995 AND
    $2,940,000 AT DECEMBER 31, 1994     65,924      36,997    41,715

  VENDOR AND OTHER RECEIVABLES           1,064       1,657     2,690
 
  INVENTORIES, NET                      89,013      69,356    64,625

  DEFERRED INCOME TAXES                  3,776       3,111     3,133

  PREPAID EXPENSES                         814         310       733 
                                      ---------   --------  ---------
    TOTAL CURRENT ASSETS               176,447     129,619   142,604 

PROPERTY AND EQUIPMENT, AT COST          6,644       6,335     6,264

  LESS - ACCUMULATED DEPRECIATION
    AND AMORTIZATION                     4,541       4,020     3,784 
                                      ---------   ---------  --------
    NET PROPERTY AND EQUIPMENT           2,103       2,315     2,480 

INVESTMENTS, AVAILABLE-FOR-SALE             --       1,012     1,000 

OTHER ASSETS                               254         185       270 
                                     ----------  ---------  --------
TOTAL ASSETS                         $ 178,804   $ 133,131  $146,354 

</TABLE>

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







                                                            Page 3 of 13





                        ADVANCED MARKETING SERVICES, INC.

                           CONSOLIDATED BALANCE SHEETS

                      LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                    AS OF         
     
                                      DEC 30,     MARCH 31,   DEC 31,
                                       1995         1995       1994 
 
                                    (UNAUDITED)            (UNAUDITED)
                                    ----------- ---------- -----------
CURRENT LIABILITIES:                 (IN THOUSANDS, EXCEPT SHARE DATA)
<S>                                 <C>          <C>        <C>
  ACCOUNTS PAYABLE                  $ 122,372    $  85,236   $ 96,751

  ACCRUED LIABILITIES                   4,794        2,956      4,105 
  
  INCOME TAXES PAYABLE                  1,339          602      1,012 
                                    ----------    ---------  ---------
    TOTAL CURRENT LIABILITIES         128,505       88,794    101,868 

STOCKHOLDERS' EQUITY:

  COMMON STOCK, $.001 PAR VALUE, 
    AUTHORIZED 20,000,000 SHARES,
    ISSUED 6,156,250 SHARES AT 
    DECEMBER 30, 1995, 6,103,000 
    SHARES AT MARCH 31, 1995 AND
    5,944,000 SHARES AT DECEMBER
    31, 1994                                6            6          6 

  ADDITIONAL PAID-IN CAPITAL           25,845       25,519     24,919 
  
  RETAINED EARNINGS                    26,435       21,012     20,563
  
  UNREALIZED LOSS ON INVESTMENTS          (24)         (46)       (67)

  FOREIGN CURRENCY TRANSLATION 
    ADJUSTMENT                             67         (124)        --

  LESS: TREASURY STOCK, 708,000
    SHARES AT DECEMBER 30, 1995
    AND MARCH 31, 1995 AND 507,000
    SHARES AT DECEMBER 31, 1994,
    AT COST                            (2,030)      (2,030)      (935)
                                     ---------    ---------  ---------
    TOTAL STOCKHOLDERS' EQUITY         50,299       44,337     44,486 
                                     ---------    ---------  ---------
TOTAL LIABILITIES AND STOCKHOLDERS'
  EQUITY                            $ 178,804    $ 133,131   $146,354 

</TABLE>

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






                                                            Page 4 of 13




                        ADVANCED MARKETING SERVICES, INC.

                        CONSOLIDATED STATEMENTS OF INCOME

                                   (UNAUDITED)

                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
                             THREE MONTHS ENDED    NINE MONTHS ENDED
                             DEC 30,    DEC 31,    DEC 30,   DEC 31,
                              1995       1994       1995      1994 
                             -------- ---------  --------- ---------
<S>                          <C>       <C>        <C>        <C>
NET SALES                    $121,396  $ 91,226   $287,754  $244,695
                            
COST OF GOODS SOLD            109,014    82,390    259,257   222,405
                             --------- ---------  --------- ---------
  GROSS PROFIT                 12,382     8,836     28,497    22,290

DISTRIBUTION AND
  ADMINISTRATIVE EXPENSES       7,867     6,192     20,504    18,138
                             --------- ---------  --------- ---------
  INCOME FROM OPERATIONS        4,515     2,644      7,993     4,152

INTEREST EXPENSE                   --        (6)        --       (35)

INTEREST AND DIVIDEND 
  INCOME                          397        16        986       582
                             --------- ---------  --------- --------- 
  INCOME BEFORE PROVISION
    FOR INCOME TAXES            4,912     2,654      8,979     4,699

PROVISION FOR INCOME 
  TAXES                         2,008       971      3,556     1,786
                             --------- ---------  --------- ---------
  NET INCOME                 $  2,904  $  1,683   $  5,423   $ 2,913


  NET INCOME PER COMMON AND
    COMMON SHARE EQUIVALENT:

      PRIMARY                $    .52  $    .30   $    .97   $   .52
      FULLY DILUTED          $    .51  $    .30   $    .96   $   .52

  WEIGHTED AVERAGE NUMBER OF
    SHARES:

      PRIMARY                   5,637     5,644      5,582     5,608
      FULLY DILUTED             5,671     5,636      5,664     5,625


</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED
STATEMENTS







                                                            Page 5 of 13


                        ADVANCED MARKETING SERVICES, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)

                                 (IN THOUSANDS)
<TABLE>
<CAPTION>                                       NINE MONTHS ENDED
                                                DEC 30,     DEC 31,
                                                 1995        1994 
                                              ---------   ---------
<S>                                           <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  NET INCOME                                  $  5,423    $  2,913
  ADJUSTMENTS TO RECONCILE NET INCOME TO
    NET CASH PROVIDED BY (USED IN) OPERATING 
    ACTIVITIES:
    DEPRECIATION AND AMORTIZATION                  662         669 
    PROVISION FOR UNCOLLECTIBLE ACCOUNTS
      AND SALES RETURNS                          2,538       1,174
    PROVISION FOR MARKDOWN OF INVENTORY          3,246       2,465
    DEFERRED INCOME TAXES                         (665)       (512)
    CHANGES IN ASSETS AND LIABILITIES:     
      INCREASE IN ACCOUNTS RECEIVABLE-TRADE    (31,442)    (19,568)

      (INCREASE) DECREASE IN VENDOR AND 
        OTHER RECEIVABLES                          593        (591)
      INCREASE IN INVENTORIES                  (22,863)     (4,639)
      INCREASE IN ACCOUNTS PAYABLE              37,260      29,435
      INCREASE IN ACCRUED LIABILITIES            1,842         938
      INCREASE IN INCOME TAXES PAYABLE             737         720
      INCREASE IN OTHER ASSETS                    (573)       (215)

                                               ---------  ---------                                               
   NET CASH PROVIDED BY (USED IN) 
     OPERATING ACTIVITIES                       (3,242)     12,789 

CASH FLOWS FROM INVESTING ACTIVITIES:
  PURCHASE/DISPOSAL OF PROPERTY AND 
    EQUIPMENT,NET                                 (450)       (974)
  PURCHASE OF INVESTMENTS, AVAILABLE-FOR-SALE  (19,535)    (59,480)
  SALE AND REDEMPTION OF INVESTMENTS, 
    AVAILABLE-FOR-SALE                          24,038      51,929 
  PURCHASE OF TREASURY STOCK                        --         (55)
                                               --------    ---------
    NET CASH PROVIDED BY (USED IN) 
      INVESTING ACTIVITIES                       4,053      (8,580)
                                               --------   ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  PROCEEDS FROM EXERCISE OF OPTIONS AND
    RELATED TAX BENEFITS                           326          68 
                                               --------   ---------
    NET CASH PROVIDED BY FINANCING ACTIVITIES      326          68 
                                               --------   ---------
INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS                           1,137       4,277

CASH AND CASH EQUIVALENTS,
  BEGINNING OF PERIOD                            9,035       2,928 
                                              ---------  ----------
CASH AND CASH EQUIVALENTS,
  END OF PERIOD                               $ 10,172    $  7,205 
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED
STATEMENTS

                                                             Page 6 of 13




                        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 30, 1995 and December 31, 1994 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. 
Certain reclassifications have been made to the financial statements of
the prior period to conform to the classifications used at December 30,
1995.

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, 1995.

The results of operations for the three and nine month periods ended
December 30, 1995 are not necessarily indicative of the results to be
expected for the fiscal year ending March 31, 1996.  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
corporate and municipal bonds, funds held in managed investment funds and
preferred stock instruments.


                                                         Page 7 of 13

The cost and estimated fair market value of investments at December 30,
1995 and December 31, 1994 are as follows (in thousands):
<TABLE>
<CAPTION>
                                       December 30,1995           
     
                                     Gross        Gross
                        Amortized Unrealized   Unrealized   Approximate
                           Cost     Gains        Losses     Market 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>
<TABLE>
<CAPTION>
                                       December 31, 1994          
     
                                     Gross        Gross
                        Amortized  Unrealized   Unrealized  Approximate
                           Cost      Gains        Losses    Market Value
                        --------- ------------  ---------- -------------
<S>                       <C>        <C>           <C>         <C>
Mortgage-Backed
  Securities              $ 3,476     $  -         $  82      $ 3,394

Debt Securities issued
  by States of the U.S.
  and political
  subdivisions
  of the States            17,966        27           12       17,981

Equity Securities           2,128        -            -         2,128
                          -------     ------       ------     -------
                          $23,570     $  27        $  94      $23,503
</TABLE>
As of December 30, 1995, investments in debt securities issued by States
of the U.S. and political subdivisions of the States in the amount of 
$3,500,000 are scheduled to mature within one year.  As of December 30,
1995 the contractual principal repayments of mortgage-backed securities
ranged from 1 to 28 years.  The actual time of repayment, however, may
be shorter due to prepayments made on the underlying collateral.

Proceeds from the sale of investments aggregated $5,400,000 for the
quarter ended December 30, 1995.  There was no gain or loss realized on
these sales.  Proceeds from the sale of investments in the quarter ended
December 31, 1994 totalled $1,169,980 on which a loss of $115,120 was
realized.  The Company uses the specific identification method in
determining cost on these investments. The decrease in unrealized loss
on investments was approximately $4,000 for the quarter ended December
30, 1995.  The decrease in unrealized loss on investments for the quarter
ended December 31, 1994 was approximately $212,000.

Proceeds from the sale of investments totalled $13,450,000 for the nine
months ended December 30, 1995.  There was no gain or loss realized on
these sales.  Proceeds from sales of investments during the same period
of the previous year totalled $1,319,080 on which a loss of $118,450 was
realized.  The reduction in unrealized loss on investments was 
approximately $22,000 for the nine months ended December 30, 1995. In 



                                                          Page 8 of 13

the nine months ended December 31, 1994, the increase in unrealized loss
on investments was approximately $67,000.

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 $3,119,000 as of December 30, 1995,
$1,593,000 as of March 31, 1995 and $2,067,000 as of December 31, 1994
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 December 30, 1995 an unsecured bank line of
credit with a maximum borrowing limit of $10 million.  The interest rate
is at prime (8.5 percent at December 30, 1995). The line of credit
expires July 31, 1996.  As of December 30, 1995 and December 31, 1994,
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 30, 1995 totalled $3,248,000.  Income taxes paid during the same
period of the previous year totalled $1,570,000.

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.

9. EMPLOYEE STOCK OPTION PLAN

Nonqualified options to purchase an aggregate of 440,550 shares of
common stock were outstanding as of December 30, 1995.  The outstanding 
options were at prices ranging from $1.70 to $5.42 per share.  











                                                          Page 9 of 13

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

A. RESULTS OF OPERATIONS

Nine Month Periods Ended December 30, 1995 and December 31, 1994:
-----------------------------------------------------------------
During the nine months ended December 30, 1995, the Company reported net
income of $5,423,000, or $.96 per share, compared with net income of
$2,913,000, or $.52 per share, for the first nine months of the prior year.

Net sales for the first nine months of fiscal 1996 increased 18 percent to
$287,754,000 from $244,695,000 in the same period of the prior year.  This
increase was due primarily to (1) the Company being designated, effective
June 1995, as primary book supplier to 65 additional Sam's Club locations
and (2) an increase in the extent of the Company's participation in the
book programs of Sam's Club and certain other customers beginning in August
1995, in part as a result of a competitor filing for bankruptcy protection.

During the first nine months of fiscal 1996, gross profit increased 28
percent to $28,497,000 from $22,290,000 in the first nine months of the
previous fiscal year.  Gross profit as a percentage of net sales increased
to 9.9 percent from 9.1 percent in the same period last year.  This
increase resulted from improved margins in several book categories, as well
as greater sales penetration of higher margin book categories.  In
addition, the Company achieved lower freight costs which were offset in
part by lower income from publisher incentive plans and higher markdown
provisions.

Distribution and administrative expenses for the nine months ended December
30, 1995 increased 13 percent to $20,504,000 and represented 7.1 percent of
net sales compared to $18,138,000, or 7.4 percent of net sales in the same
period of the previous year.  During the nine months ended December 30,
1995, distribution center labor decreased as a percent of sales due in part
to increased efficiency.  In addition, administrative expenses increased as
a result of the Company's continued activities to expand its customer base. 
Provisions were recorded for the anticipated relocation of one of the
Company's distribution centers, foreign exchange losses on the Company's
investment in its Mexican subsidiary and an increase in accounts receivable
allowances.

The Company incurred no interest expense in the nine months ended December
30, 1995, while interest expense consisting of costs related to the
Company's line of credit totalled $35,000 in the nine months ended December
31, 1994.  Interest and dividend income increased to $986,000 in the period
from $582,000 in the corresponding period of the previous year. This
increase was the result of higher investment balances, as well as higher
yields due to a greater proportion of taxable investment in the current
fiscal year.  Interest income was reduced in the previous year due to a
provision for anticipated losses on preferred stock investments.

Three Month Periods Ended December 30, 1995 and December 31, 1994:
-----------------------------------------------------------------
During the three months ended December 30, 1995, the Company reported 
net income of $2,904,000, or $.51 per share, compared with a net income of
$1,683,000, or $.30 per share for the same period of the previous year. Net
sales for the quarter increased 33 percent to $121,396,000 compared to    



                                                          Page 10 of 13

$91,226,000 in the previous year's third quarter.  The increase in net
sales was due primarily to (1) the Company being designated, effective June
1995, as primary book supplier to 65 additional Sam's Club locations and
(2) an increase in the extent of the Company's participation in the book 
programs of Sam's Club and certain other customers beginning in August
1995, in part as a result of a competitor filing for bankruptcy protection. 
Returns from customers were slightly higher during the quarter ended
December 30, 1995 compared to the quarter ended December 31, 1994 and the
Company expects higher returns in the upcoming quarter, for which reserves
have been established based on management's best estimate of product
returns.

During the quarter ended December 30, 1995, gross profit increased 40
percent to $12,382,000 from $8,836,000 in the third quarter of the previous
fiscal year.  Gross profit as a percentage of net sales increased to 10.2
percent from 9.7 percent in the same period last year.  This improvement
resulted in part from greater sales penetration of higher margin book
categories, including gift books, as well as reductions in freight costs. 
These increases were offset in part by higher markdown provisions.

Distribution and administrative expenses for the quarter ended December 30,
1995 increased 27 percent to $7,867,000 and represented 6.5 percent of net
sales compared to $6,192,000, or 6.8 percent of net sales in the same
quarter of the previous year.  Expenses were favorably impacted by lower
out-bound freight costs, while administrative expenses increased as a
result of the Company's continued activities to expand its customer base. 
During the quarter, provisions were recorded for the anticipated relocation
of one of the Company's distribution centers, foreign exchange losses on
the Company's investment in its Mexican subsidiary and an increase in
account receivable allowances.

The Company incurred no interest expense in the three months ended December
30, 1995, while interest expense consisting of costs related to the
Company's line of credit totalled $6,000 in the three months ended December
31, 1994.  Interest and dividend income increased to $397,000 in the period
from $16,000 in the corresponding period of the previous year.  This
increase was the result of higher investment balances, as well as higher
yields due to a greater proportion of taxable investments in the current
fiscal year.  Interest income was reduced in the previous year due to a
provision for anticipated losses on preferred stock investments.

The Company's combined federal and state statutory tax rate is
approximately 39 percent.  The tax provision for the quarter ended December
30, 1995 was 41 percent compared to 37 percent in the same quarter of the
previous fiscal year.  The increase in the tax provision rate was
applicable to a greater proportion of taxable investments in the current
fiscal quarter, as well as the nondeductible provision for foreign exchange
losses.

B. LIQUIDITY AND SOURCES OF CAPITAL

For the nine months ended December 30, 1995, $3,242,000 of net cash was
used in operating activities.  Net cash provided by operating activities in
the same period of the prior year was $12,789,000.  The Company's cash and
investments decreased by $14,852,000 compared to December 31, 1994
primarily due to accelerating payments to vendors in order to take
advantage of early payment discounts.  Trade accounts receivable increased


                                                          Page 11 of 13

$24,209,000 compared to one year ago due in part to increased sales in the
month of December 1995.  In addition, the Company experienced a delay in
receipt of certain customer payments partly as a result of anticipated
returns after the holiday season.  Trade accounts receivable increased
$28,927,000 compared to March 31, 1995 due to a seasonal increase in sales,
as well as the reason noted above.  Inventories increased $24,388,000
compared to December 31, 1994 to support anticipated sales growth and as a
result of certain products not shipping as originally anticipated to
certain customers prior to December 30, 1995.  It is anticipated that
substantially all of the inventory that is not subsequently shipped to
customers will be returned to publishers.  Inventories increased
$19,657,000 compared to March 31, 1995 due to the reasons noted previously
and the expected seasonal increase in sales.  The increase in inventories
was more than offset by increases in accounts payable of $25,621,000 and
$37,136,000 compared to December 31, 1994 and March 31, 1995, respectively.

The funds used in operating activities were financed primarily by a
reduction in investments of $4,503,000 in the nine month period ended
December 30, 1995.

Working capital was $47,942,000 as of December 30, 1995 which increased
from the December 31, 1994 level of $40,736,000 and from the March 31, 1995
balance of $40,825,000.  The increase compared to March 31, 1995 and
December 31, 1994 was primarily a result of increases in net operating
current assets and sales of certain long-term investments.

The Company had available at December 30, 1995 an unsecured bank line of
credit with a maximum borrowing limit of $10 million.  The interest rate is
at prime (8.5 percent at December 30, 1995).  The line of credit expires
July 31, 1996.  As of December 30, 1995 and December 31, 1994, 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 12 of 13

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 13, 1996           By: /s/ Charles C. Tillinghast III 
     ------------------------    -----------------------------------    
          Date                       Charles C. Tillinghast, III
                                      Chief Executive Officer, Chairman
                                      of the Board (Principal 
                                      Executive Officer)



     February 13, 1996           By: /s/ Jonathan S. Fish         
     ------------------------    -----------------------------------      
          Date                       Jonathan S. Fish  
                                      Chief Financial and
                                      Accounting Officer, Executive
                                      Vice President - Finance
                                      (Principal Financial and
                                      Accounting Officer)

















                                                      Page 13 of 13


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 30,   DEC 31,     DEC 30,  DEC 31,
                                     1995      1994        1995     1994  
                                   -------------------   -----------------
<S>                                 <C>       <C>         <C>      <C>
NET INCOME                          $2,904    $1,683      $5,423   $2,913

WEIGHTED AVERAGE COMMON AND COMMON
  SHARE EQUIVALENTS:

  WEIGHTED AVERAGE COMMON
    SHARES OUTSTANDING               5,429     5,443       5,412    5,439

  WEIGHTED AVERAGE COMMON SHARE
    EQUIVALENTS-DILUTIVE STOCK
    OPTIONS:

      PRIMARY                          208       201         170      169
      FULLY DILUTED                    242       193         252      186
                                    -------   -------    --------  -------
  TOTAL WEIGHTED AVERAGE COMMON AND
      COMMON EQUIVALENT SHARES:

      PRIMARY                        5,637     5,644       5,582    5,608  
      FULLY DILUTED                  5,671     5,636       5,664    5,625
                                    -------   -------     -------  -------
NET INCOME PER COMMON AND
  COMMON SHARE EQUIVALENT

      PRIMARY                       $  .52    $  .30      $  .97   $  .52
      FULLY DILUTED                 $  .51    $  .30      $  .96   $  .52
                                   --------  --------    -------- --------
</TABLE>

                              

                                   
COMMON SHARE EQUIVALENTS (FOR AMS OUTSTANDING STOCK OPTIONS) ARE
EXCLUDED
  FROM EARNINGS PER SHARE CALCULATIONS WHEN ANTIDILUTIVE