UNITED STATES
                  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 September 30, 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               1-10390


                      BERLITZ INTERNATIONAL, INC.
        (Exact name of registrant as specified in its charter)

           NEW YORK                               13-355-0016
(State or other jurisdiction of                (I.R.S. Employer
incorporation or organization)              Identification Number)

        400 ALEXANDER PARK, PRINCETON, NEW JERSEY  08540-6306
               (Address of principal executive offices)

                            (609) 514-9650
          Registrant's telephone number, including area code

                                  N/A
          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 outstanding of the registrant's common stock,
     at the close of business on November 13, 1996, is 9,406,013.

                             Page 1 of 15
<PAGE>
Page 2

                        PART I. FINANCIAL INFORMATION
                        ITEM 1. FINANCIAL STATEMENTS


                         BERLITZ INTERNATIONAL, INC.
              CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                  FOR THE THREE MONTHS ENDED SEPTEMBER 30,
              (Dollars in thousands, except per share amounts)


<TABLE>
<CAPTION>

                                                      1996             1995
                                                   ---------      ---------
<S>                                               <C>            <C>

      Sales of services and products              $   93,177     $   91,410
                                                  ----------     ----------

      Costs and expenses:
        Cost of services and products sold            56,077         54,896
        Selling, general and administrative           28,873         26,784
        Amortization of publishing rights, excess
         of cost over net assets acquired,
         and other intangibles                         3,205          3,330
        Interest expense on long-term debt             1,862          2,158
        Other expense, net                             1,048          1,175
                                                   ---------      ---------
           Total costs and expenses                   91,065         88,343
                                                   ---------      ---------

     Income before income taxes                        2,112          3,067

     Income tax expense                                1,673          1,949
                                                   ---------      ---------

     Net income                                   $      439     $    1,118
                                                 ===========     ==========

     Income per share                             $     0.05     $     0.11
                                                  ==========     ==========

     Average number of shares outstanding (000's)      9,406         10,033
                                                  ==========     ==========


</TABLE>
     See accompanying Notes to the Consolidated Financial Statements.
      


<PAGE>
Page 3

                         BERLITZ INTERNATIONAL, INC.
              CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                   FOR THE NINE MONTHS ENDED SEPTEMBER 30,
              (Dollars in thousands, except per share amounts)




<TABLE>
<CAPTION>
                                                      1996            1995
                                                   ---------      ---------
<S>                                               <C>            <C>       

     Sales of services and products               $  273,775     $ 261,490
                                                  ----------     ---------
     Costs and expenses:
        Cost of services and products sold           163,684       158,024
        Selling, general and administrative           85,729        79,669
        Amortization of publishing rights,
         excess of cost over net assets
         acquired, and other intangibles               9,554        10,142
        Interest expense on long-term debt             5,818         6,580
        Other expense, net                             2,446           906
                                                  ----------      --------
           Total costs and expenses                  267,231       255,321
                                                  ----------      --------

     Income before income taxes                        6,544         6,169

     Income tax expense                                4,895         5,560
                                                  ----------      --------


     Net income                                   $    1,649     $     609
                                                  ==========     =========


     Income per share                             $     0.17      $    0.06
                                                  ==========     ========== 

     Average number of shares outstanding (000's)      9,623         10,033
                                                  ==========     ========== 

</TABLE>
     See accompanying Notes to the Consolidated Financial Statements.


<PAGE>
Page 4
                      BERLITZ INTERNATIONAL, INC.
                      CONSOLIDATED BALANCE SHEETS
                        (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>

                                          (UNAUDITED)
                                          SEPTEMBER 30,         DECEMBER 31,
                                                   1996                 1995
                                           ------------        -------------
<S>                                       <C>                  <C>         

ASSETS
CURRENT ASSETS:
Cash and temporary investments              $  22,799            $ 25,402
Accounts receivable, less allowance for
  doubtful accounts of $1,838 and $1,468       37,441              34,825
Unbilled receivables                            3,564               2,744
Inventories                                     8,642               9,343
Prepaid expenses and other current assets       9,732               6,856
                                           ------------         ------------
  TOTAL CURRENT ASSETS                         82,178              79,170
Property and equipment, net of accumulated
  depreciation of $14,758 and $13,292          28,466              25,626
Publishing rights, net of accumulated amorti-
  zation of $3,184 and $2,524                  18,522              19,114
Excess of cost over net assets acquired and 
 other intangibles, net of accumulated 
 amortization of $43,335 and $35,114          423,409             439,407
Other assets                                   12,890              13,613
                                            -----------         ------------ 
  TOTAL ASSETS                              $ 565,465            $576,930
                                            ===========         ============

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt           $  13,486            $ 11,371
Accounts payable                                5,575               7,481
Deferred revenues                              34,707              35,608
Payrolls and commissions                       12,340              10,846
Income taxes payable                            3,081               2,251
Accrued expenses and other current 
  liabilities                                  13,162              11,523
                                             -----------        ------------
TOTAL CURRENT LIABILITIES                      82,351              79,080
Long-term debt                                 56,363              67,081
Notes payable to affiliates                    38,185              31,534
Deferred taxes and other liabilities           21,656              21,290
Minority interest                               8,712               7,529
                                             -----------         -----------
  TOTAL LIABILITIES                           207,267             206,514
                                             -----------         -----------

Commitments and Contingencies (Note 6)

SHAREHOLDERS' EQUITY:
Common stock                                   1,003                1,003
Additional paid-in capital                   368,658              368,658
Accumulated earnings (deficit)                 1,272                 (377)
Cumulative translation adjustment             (7,092)               1,132
Treasury stock at cost                        (5,643)                 -
                                            ------------         ------------
  TOTAL SHAREHOLDERS' EQUITY                  358,198             370,416
                                            ------------         ------------
  TOTAL LIABILITIES AND SHAREHOLDERS'
    EQUITY                                  $ 565,465            $576,930
                                            ============         ============ 

</TABLE>

See accompanying Notes to the Consolidated Financial Statements.



<PAGE>
Page 5
                          BERLITZ INTERNATIONAL, INC.
               CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                            (DOLLARS IN THOUSANDS)



<TABLE>
<CAPTION>
                                                          1996             1995
<S>                                                     <C>           <C>
                                                        ----------     --------  

       CASH FLOWS FROM OPERATING ACTIVITIES:

      Net income                                         $  1,649      $   609
      Adjustments to reconcile net income to net cash
         provided by operating activities:
          Depreciation and amortization                    15,199       15,321
          Minority interst, provision for
               bad debts, and foreign exchange gains, net   1,775        1,297
          Changes  in  operating  assets 
                and liabilities                            (2,454)      (3,235)
                                                         ---------     --------     
          Net cash provided by operating activities        16,169       13,992
                                                         ---------     --------


     CASH FLOWS FROM INVESTING ACTIVITIES:

       Capital expenditures                                 (9,791)     (6,053)
       Other                                                    -          124
                                                          ---------     -------- 
         Net cash used in investing activities              (9,791)     (5,929)
                                                          ---------     --------


     CASH FLOWS FROM FINANCING ACTIVITIES:
       Proceeds of note payable to affiliate                 6,000         -
       Payments to acquire treasury stock                   (5,643)        -

       Repayment of long-term debt                          (8,595)     (7,019)
       Payment of deferred financing costs                      -         (107)
                                                           ---------    -------
         Net cash used in financing activities              (8,238)     (7,126)
                                                           ---------    -------


     Effect of exchange rate changes on cash and
       temporary investments                                  (743)        423
                                                           ---------    ------- 

     Net increase (decrease) in cash and 
        temporary investments                               (2,603)      1,360
     Cash and temporary investments, beginning of period    25,402      26,165
                                                           ---------    ------- 

     Cash and temporary investments, end of period         $22,799     $27,525
                                                           =========   ========

     Supplemental disclosures of cash flow information:
       Cash payments for:

           Interest                                         $ 3,838    $ 4,514
                                                            ========   ========
           Income taxes                                     $ 4,431    $ 3,555
                                                            ========   ========
       Cash refunds of income taxes                         $   483    $ 1,152
                                                            ========   ========
       Noncash investing activities:

           Accounts payable for capital expenditures 
           in Japan                                         $   -      $   832
                                                            =========  ======== 


</TABLE>

     See accompanying Notes to the Consolidated Financial Statements.

      

<PAGE>
Page 6

                      BERLITZ INTERNATIONAL, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

1.   GENERAL

     The Consolidated Financial Statements of Berlitz International, Inc.
     (the   "Company")   have   been  prepared  in  accordance  with  the
     instructions  to  Form  10-Q  and  are  unaudited.  The  information
     reflects all adjustments which  are  of  a  normal  recurring nature
     which  are,  in  the  opinion  of management, necessary for  a  fair
     presentation of such financial statements.  The financial statements
     should  be read in conjunction with  the  financial  statements  and
     related notes  to  the Company's 1995 Annual Report on Form 10-K, as
     filed with the Securities and Exchange Commission.

     RECLASSIFICATIONS
     Certain  reclassifications  have  been  made  to  the  prior  period
     financial statements to conform to the 1996 presentation.

2.   LONG-TERM DEBT

     Long-term debt consists of the following:

                                  SEPTEMBER 30,       DECEMBER 31,
                                           1996               1995
                                  -------------     --------------
      Term Loan                   $      13,262     $       21,550
      Senior Notes                       56,000             56,000
      Other                                 587                902
                                  -------------     --------------
          Total                          69,849             78,452
      Less current maturities            13,486             11,371
                                  -------------     --------------
          Long-term debt          $      56,363     $       67,081
                                  =============     ==============

     In connection with the Merger in February 1993, the Company incurred
     indebtedness through borrowing under a bank term facility (the "Term
     Loan")   and   the   issuance   of   Senior   Notes   (the   "Senior
     Notes")(collectively the "Acquisition Debt Facilities").

3.   FINANCIAL INSTRUMENTS AND RELATED DISCLOSURES

     a) Fair values of financial instruments

     The carrying  amounts  and  estimated  fair  values of the Company's
     financial instruments at September 30, 1996 and  December  31,  1995
     were as follows:

<TABLE>
<CAPTION>
                                                   1996                     1995
                                           -------------------     ----------------------
                                           CARRYING  ESTIMATED     CARRYING   ESTIMATED
                                           AMOUNT   FAIR VALUE      AMOUNT   FAIR VALUE
                                           -------------------     ----------------------

<S>                                        <C>       <C>          <C>        <C>         
      Assets:

        Cash and temporary investments      $22,799   $ 22,799    $  25,402   $  25,402
        Currency coupon swap agreement           50         50          -          -


      Liabilities:
        Long-term debt, including
          current maturities                 69,849     75,279       78,452      84,419
        Notes payable to affiliates          38,185     31,112       31,534      25,292
        Currency coupon swap agreements         955        955        2,464       2,464
</TABLE>



<PAGE>
Page 7

      For   cash   and   temporary   investments,   the  carrying  amount
      approximates  fair  value due to their short maturities.  The  fair
      values  of long-term debt  and  notes  payable  to  affiliates  are
      estimated  based  on  the  interest  rates  currently available for
      borrowings with similar terms and maturities.   The  fair values of
      the  coupon  swap  agreements represent the amounts that  could  be
      settled based on estimates  obtained  from  a dealer.  The value of
      these swaps will be affected by future interest  rates and exchange
      rates.

     b) Currency coupon swap agreements

     On January 23, 1996, the Company exchanged its then  existing German
     mark  floating  interest  rate  coupon  swap agreement for  a  fixed
     interest rate coupon-only currency swap of  equal  fair  value, with
     the following terms:

<TABLE>
<CAPTION>


             INTEREST PAYMENTS TO FINANCIAL INSTITUTION      INTEREST RECEIPTS FROM FINANCIAL INSTITUTION
             NOTIONAL AMOUNT (000'S)       INTEREST RATE      NOTIONAL AMOUNT (000'S)        INTEREST RATE
<S>          <C>                           <C>                <C>                             <C> 
FIXED RATE
AGREEMENT:   German Mark 60,165             4.78%              $ 35,000                        5.31%

</TABLE>

     During  1995,  the  German  mark  floating  rate   swap  had  become
     ineffective as a hedge of the Company's net investment in its German
     subsidiaries.  Consequently, during the first quarter  of 1996,  the
     Company  recognized  a  gain  in  "Other expense, net"  of
     approximately $400, representing the change  in  fair  value  of the
     floating swap from December 31, 1995 to the date of the exchange.

4.   OTHER EXPENSE, NET

                                                THREE MONTHS      THREE MONTHS
                                                       ENDED             ENDED
                                              SEPT. 30, 1996    SEPT. 30, 1995
                                              --------------    --------------

      Interest income on temporary investments $        (148)   $        (353)
      Foreign exchange (gains) losses, net                (9)           1,487
      Interest expense to affiliates                     495              369
      Joint venture related income                         -             (250)
      Minority interest                                  558              350
      Other (income) expense, net                        152             (428)
                                               --------------   --------------
           Total other expense, net            $       1,048    $       1,175
                                               ==============   ==============


                                                  NINE MONTHS      NINE MONTHS 
                                                        ENDED            ENDED
                                               SEPT. 30, 1996   SEPT. 30, 1995
                                               --------------   --------------

      Interest income on temporary investments $        (492)   $        (946)
      Foreign exchange (gains) losses, net              (150)             432
      Interest expense to affiliates                   1,353            1,069
      Joint venture-related income                        -            (1,000)
      Loss on disposal of fixed assets                     6              588
      Minority interest                                1,006              631
      Other non-operating taxes                          186              189
      Term loan administration fee                       150              150
      Other (income) expense, net                        387             (207)
                                               --------------   --------------
           Total other expense, net            $        2,446   $         906
                                               ==============   ==============


5.   EARNINGS PER SHARE

     Earnings per share are computed by dividing net income by the
     weighted  average  number  of  common  shares outstanding during the
     period.  Primary and fully diluted earnings  per  share are 
                                    

     
<PAGE>     
Page 8     
     
     
     the same since  the  Company  has  no  common  stock equivalents 
     (e.g.stock options, restricted stock and other stock equivalents) 
     outstanding.

6.   CONTINGENCIES

     In October 1996, the Internal Revenue Service issued a deficiency
     notice to the Company relating to its 1989, 1990, 1992 and 1993
     Federal tax returns.   The Company plans to contest the deficiency notice
     and believes that any liability that may ultimately result is adequately
     provided for at September 30, 1996.

7.   STOCK PURCHASE TRANSACTION

     On April 4, 1996, the Company consummated  the  purchase  of 627,000
     shares  of  its  common stock from Maxwell Communication Corporation
     plc (In Administration)  at  a  price  of $9 per share.  Such shares
     were placed into treasury and are reserved for future use.

8.   RELATED PARTY TRANSACTION

     In  March  1996,  the  Company received the  proceeds  of  a  $6,000
     subordinated promissory note payable to a U.S. subsidiary of Benesse
     Corporation (the "FHAI Note").   The  FHAI  Note bears interest at a
     rate  of  the  six-month  LIBOR  plus 1% per annum,  adjusted  semi-
     annually, and matures on the earlier  of  June  30,  2003  or twelve
     months  from  the  date  that  all  payment  obligations  under  the
     Acquisition Debt Facilities have been satisfied.  To the extent that
     interest  payments  on  the  FHAI  Note  are not permitted while any
     amounts  remain outstanding under the Acquisition  Debt  Facilities,
     such accrued  interest  will  roll  over semi-annually into the note
     principal.  The FHAI Note is subordinate  in  rights  of  payment to
     debt  under  the Acquisition Debt Facilities, including the currency
     coupon swap agreements, and it contains certain covenants, including
     prohibitions on  the  incurrence of other debt, liens, loans, merger
     or consolidations and amendments  to the Acquisition Debt Facilities
     without consent.  The FHAI Note ranks  PARI PASSU with the Company's
     other  existing  promissory  notes to Benesse  Corporation  and  its
     subsidiary.

9.   SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

     Effective January 1, 1996, the  Company  established  a Supplemental
     Executive  Retirement Plan ("SERP") to provide retirement  income  /
     disability retirement  benefits,  retiree medical benefits and death
     benefits to the Chairman of the Board, certain designated executives
     and  their  designated  beneficiaries.   Monthly  benefits  will  be
     available to any participant who retires at age 60 or above, with at
     least 5 years of service  with  the Company.  The Company intends to
     fund  the  SERP  through  a  combination  of  funds  generated  from
     operations and life insurance policies on the participants.  For the
     three and nine months ended September 30, 1996, the Company recorded
     net periodic pension and postretirement  benefit  costs  of $275 and
     $825, respectively, related to the SERP.

10.   STOCK OPTION AND INCENTIVE PLANS

     In September 1996, the Company adopted the New Long Term Executive
     Incentive  Compensation  Plan  (the "New LTIP") and the 1996 Stock
     Option Plan (the "Stock Option Plan") 
     

     
<PAGE>     
Page 9
     
     (collectively, the "Plans").  The Plans replace the Company's  existing 
     Long Term Executive Incentive Compensation Plan ("the Old LTIP'), which 
     was initially adopted in 1994.

     The New LTIP provides for potential cash awards in 1999 to key
     executive employees and the Chairman of the Board of the Company if
     certain financial goals are met for the year ending December 31,
     1998.  Such awards may not exceed $5.0 million in the aggregate.
     The Company is not required to establish any fund or segregate any
     assets for payments under the New LTIP.  For the three and nine
     months ended September 30,1996, the Company recorded expense of 
     $ 67 related to the New LTIP.

     The Stock Option Plan authorizes the issuance of options to
     directors and key executive employees of the Company.  The total
     number of shares for which options may be granted is 300,000.  The
     Company has agreed to grant all 300,000 options not later than June
     30, 1997 at an exercise price equal to the closing price of the
     Company's common stock on the New York Stock Exchange on the date of
     grant.


<PAGE>
Page 10


                       BERLITZ INTERNATIONAL, INC.
                     PART I. FINANCIAL INFORMATION

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

The  following discussion should be read in conjunction with the attached
Consolidated   Financial  Statements  and  notes  thereto  and  with  the
Company's audited Consolidated Financial Statements and notes thereto for
the fiscal year ended December 31, 1995.

RESULTS OF OPERATIONS - THREE MONTHS ENDED SEPTEMBER 30, 1996 VS.
THREE MONTHS ENDED SEPTEMBER 30, 1995

Sales for the quarter  ended  September 30, 1996 were $93.2 million, 1.9%
above the same period in the prior  year,  reflecting  increases  in  the
Translations and Instruction segments.

Language  Instruction sales for the quarter ended September 30, 1996 were
$69.5 million,  0.9%  above the same period in 1995, as decreases in Asia
were more than offset by  increases  in  the  other geographic divisions.
The sales decline in Asia ($3.2 million, or 15.4%)  primarily  was due to
the  unfavorable  impacts  of  exchange rate fluctuations ($3.0 million).
North  America's  sales  increase  ($1.7  million,  or  11.7%)  primarily
resulted from volume and average revenue  per  lesson ("ARPL") increases,
and  the  performance  of  the  Berlitz  On  Campus   specialty  program.
The improvement in Central/Eastern European revenues  ($0.5  million,  or
3.4%)  mainly  reflects  an  increase  in  ARPL,  partially offset by the
unfavorable effect of exchange rate fluctuations ($0.8 million, or 5.7%).
The  increase  in Latin American revenues ($1.3 million,  or  13.1%)  was
primarily attributable to volume increases.

During the three-month  period  ended  September  30, 1996, the number of
lessons given was approximately 1.3 million, 4.7% above  the  same period
in the prior year, reflecting increases in most divisions.  Lesson volume
in  North  America increased 7.4% from the prior year.  Lesson volume  in
Asia rose 0.9% from 1995, reflecting increases in Hong Kong and Japan and
the startup  of operations in Singapore, partially offset by a decline in
Thailand. Lesson  volume  in  Latin America increased by 10.7% from prior
year, primarily reflecting volume  improvements  in  Brazil, Colombia and
Venezuela.  Lesson volume in Central/Eastern Europe increased  4.1%  over
the  prior  year,  primarily  reflecting increases in Poland, Austria and
Italy.   Lesson  volume  in  Western  Europe  declined  1.3%  from  1995,
primarily because of shortfalls in England, France and Spain, which  were
partially offset by positive results in Belgium and Denmark.

Translation segment sales were  $20.1  million for the three-month period
ended September 30, 1996, an increase of  $1.8 million, or 9.9%, from the
same  period  in 1995.  This growth was primarily  due  to  increases  in
Ireland and France  which  were  partially  offset by declines in Canada.
Ireland's revenue increase resulted from continued new client development
and  the  expansion  of software related services  to  new  and  existing
clients.  Results in France and Canada  results were impacted by the 
procurement and loss, respectively, of certain contracts.

Publishing segment sales were  $3.7  million  for  the three months ended
September  30,  1996,  $0.5  million  or  11.4%  below  1995,   primarily
reflecting a decrease in revenues from licensing activities.



<PAGE>
Page 11

EBITA{1}  for the  1996  third  quarter was $8.2 million, or 8.8% of sales, 
compared to $9.7  million,  or 10.6%  of  sales,  in  the  same  prior  year  
period, reflecting EBITA declines in the Translations and Publishing segments
and an increase in non-segment related corporate expenses.

Instruction segment  EBITA  for  the quarter ended September 30, 1996 was
$10.4 million, or 15.0% of segment  sales,  compared to $10.2 million, or
14.8%  of  segment  sales,  in  the comparable prior  year  period.  This
improvement  was largely due to percentage  reductions  in:  advertising;
rent and premises  upkeep;  and teacher costs; partially offset by higher
franchise related costs.

Translation segment EBITA for  the  three months ended September 30, 1996
was $ 1.3 million, or 6.5% of segment sales, compared to $1.9 million, or
10.5% of segment sales, in the prior  year.   The  1996  results  reflect
costs  associated  with  the expansion in the Asian region, lower margins
resulting from an unfavorable  product  mix during the quarter, and lower
margins on certain new client contracts.

Publishing segment EBITA for the 1996 third quarter was $0.4 million, compared
to $0.8  million  in  the  prior year. This decrease  from  the  prior  year
primarily is a result of loss of licensing revenue.

Non-segment related corporate expenses included in EBITA were $3.9 million for
the three months ended September 30, 1996, compared with $3.2 million in the
same prior year period. This increase was primarily due both to a reallocation
of resources under the new matrix management structure in 1996 and to 1996
expenses associated with the Supplemental Executive Retirement Plan 
(the "SERP"), the New Long-Term Executive Incentive Compensation Plan (the
"New LTIP") and corporate training programs.

Other expense, net for the three months ended September 30, 1996 declined $0.1
million, or 10.8%, from the comparable prior period, primarily due to a $1.5
million reduction in foreign exchange losses, which were partially offset by
the absences of non-recurring joint venture related income and certain other
income (both of which reduced expenses in 1995). 

The  Company recorded an income  tax  expense  of  $1.7  million,  or  an
effective  rate of 79.2%, during the current period.  This compared to an
income tax expense  of  $1.9  million or an effective rate of 63.5% in the
prior year's quarter.  The effective tax rates in both 1996 and 1995 were
above  the U.S. statutory Federal  tax  rate  primarily  as a result of
nondeductible  amortization charges.

Net income for the quarter ended  September 30, 1996 was $0.4 million, or
$0.05 per share, compared to net income  of  $1.1  million,  or $0.11 per
share,  in  the  prior  year's  quarter.   This  decline  of $0.7 million
resulted primarily from a lower EBITA in 1996.

RESULTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 1996 VS.
NINE MONTHS ENDED SEPTEMBER 30, 1995

Sales  for the nine months ended September 30, 1996 were $273.8  million,
4.7% above  the  same  period  in  the  prior  year, primarily reflecting
increases in the Translations segment.

Language Instruction sales for the nine months ended  September  30, 1996
were  $206.5  million,  0.8%  above  the  same period in 1995, reflecting
increases in all geographic divisions except Asia.  North America's sales
increase ($3.9 million, or 9.4%) was primarily  due  to  volume increases
and strong performance from the Berlitz on Campus specialty  program. The
increase  in  Latin  American  revenues  ($3.2  million,  or  11.3%)  was
primarily  attributable  to  an  improved  volume.   The  improvement  in
Central/Eastern European revenues ($2.3 million, or 5.2%) mainly reflects
an  increase  in  lesson  volume,  experienced  in  most countries in the
division, partially offset by the unfavorable effects  of  exchange  rate
fluctuations  ($2.2  million,  or  5.1%).   Asia's  sales  decline  ($8.2
million,  or  13.5%)  was  due  to unfavorable exchange rate fluctuations
($9.0 million). Western Europe's  results  increased  slightly  from  the
prior year.




------------------------------------------------------------------------------
{1} EBITA as used herein is defined as sales less cost of services and products
sold, and selling, general and administrative expenses.  It is calculated using
amounts determined in accordance with U.S. generally accepted accounting
principles ("U.S. GAAP").  EBITA is not a defined term under U.S. GAAP and is
not indicative of operating income or cash flows from operations as determined
under U.S. GAAP.



<PAGE>
Page 12


During  the  nine-month  period  ended  September 30, 1996, the number of
lessons given was approximately 3.9 million,  3.8%  above the same period
in the prior year.  Lesson volume in North America improved  by 3.7% over
the  prior year.  Lesson volume in Asia rose 0.9% from 1995 primarily due
to increases in Japan and Hong Kong, which were partially offset by
declines in Thailand. Lesson volume in Latin America increased by  5.6%
from prior year, primarily  as  strong  volume  improvements  in Brazil,
Colombia and Venezuela more than offset a 6.9%  drop in Mexico. Central/
Eastern  Europe lesson volume increased by 8.1% over 1995. Lesson volume
in Western  Europe  dropped  0.4% from 1995, primarily impacted by
declines in France and improvements in Denmark and Belgium.

Translation segment sales were $56.1  million  for  the nine-month period
ended September 30, 1996, an increase of $12.0 million,  or  27.2%,  from
the same period in 1995.  Most of this growth occurred in Ireland and the
United  States.   The  U.S.  sales  increase  was attributed primarily to
increased  volume  from certain key clients and to  the  success  of  new
services.  Ireland's  revenue  increase  resulted from the development of
new customers and the expansion of software  related  services to new and
existing clients.

Publishing  segment  sales were $11.6 million for the nine  months  ended
September 30, 1996, $0.9 million or 7.5% below 1995, reflecting a general
slowdown in the travel  publishing  segment, a reduction in revenues from
licensing activities, and unfavorable exchange rate fluctuations.

EBITA for the nine months was $24.4 million, or 8.9% of sales  in  1996, 
compared  to $23.8 million, or 9.1% of sales, in the same prior year period.

Instruction  segment  EBITA for the nine months ended September 30,  1996
was $31.2 million, or 15.1%  of segment sales, compared to $28.0 million,
or 13.7% of segment sales, in  the  comparable  prior  year  period. This
improvement  was  largely due to percentage reductions in teacher  costs,
rent and premises upkeep,  and  advertising,  partially  offset by higher
franchise related expenses.

Translation segment EBITA for the nine-month period ended  September  30,
1996  was  $3.5  million,  or  6.3%  of  segment  sales, compared to $3.4
million, or 7.7% of segment sales, in the prior year.   The  1996 results
were favorably impacted by increased sales volume, but mitigated by costs
associated  with  the expansion of Asian resources, certain lower  margin
contracts and certain non-recurring costs.

Publishing segment  EBITA was $0.3 million in the 1996 nine month period,
compared to EBITA of $1.2  million  in the prior year.  1996 results were
negatively  impacted  by  costs  associated   with   the   relocation  of
Publishing's  editorial and production functions from the United  Kingdom
to the United States.   In addition, 1996's EBITA was negatively impacted
by loss of licensing revenues.

Non-segment related corporate expenses included in EBITA were $10.6 million
for the nine months ended September 30, 1996 compared with $8.8 million in
the same prior year period. This increase was primarily attributable to a
reallocation of resources under the new matrix management structure in 1996
and to expenses associated with the SERP and corporate training programs.

Other expense, net for the nine months ended September 30, 1996 increased
by $1.5 million from the  same  prior  year  period, primarily due to the
absence  of  non-recurring joint venture related  income,  which  reduced
expenses in 1995.



<PAGE>
Page 13

The Company recorded  an  income  tax  expense  of  $4.9  million,  or an
effective rate of 74.8%, during the current nine-month  period.  This
compared to  an income  tax  expense  of  $5.6  million, or an effective 
tax rate of 90.1%, in the prior year's period.  The effective tax rates
in both 1996 and 1995  were  above the U.S. statutory Federal  tax  rate
primarily  as a result of nondeductible  amortization charges.

Net income for the nine months ended September 30, 1996 was $1.6 million,
or $0.17 per share, compared to  net income of $0.6 million, or $0.06 per
share, in the prior year's period.   This  improvement  of  $1.0  million
resulted  primarily  from  a  higher  EBITA,  and  reduced  amortization,
interest and income tax expenses in 1996, which were partially  offset by
higher other expense, net in 1996.

FINANCIAL CONDITION

Historically, the primary source of the Company's liquidity has been  the
cash  provided  by  operations, and capital expenditures, working capital
requirements and acquisitions  have been funded from internally generated
cash.   Although each geographic  area  exhibits  different  patterns  of
lesson volume  over  the  course  of  the  year,  the Company's sales are
generally not seasonal in the aggregate.

Capital  expenditures  during the nine-month period ended  September  30,
1996 were $9.8 million, primarily reflecting costs of refurbishments  and
purchases  for  existing  centers  and  $2.7  million  related  to  the  
April  1996 relocation of the  Company's  corporate headquarters to a new
facility in Princeton, New Jersey.

In  March 1996, the Company received  the  proceeds  of  a  $6.0  million
subordinated  promissory  note  payable  to a U.S. subsidiary of Benesse.
Principal and interest payments on such note are deferred until after all
payment obligations on the Acquisition Debt Facilities are satisfied.

Pursuant to a covenant under the Acquisition Debt Facilities, the Company
is  party  to  five  currency  coupon swap agreements  with  a  financial
institution.  These agreements require  the Company, in exchange for U.S.
dollar  receipts,  to  periodically  make  foreign   currency   payments,
denominated  in  the  Japanese yen, the Swiss franc, the Canadian dollar,
the British pound, and  the  German  mark.  Credit loss from counterparty
nonperformance is not anticipated.  The  fair  market value of these swap
agreements at September 30, 1996, representing the  amount  that could be
settled based on estimates obtained from a dealer, was a net liability of
approximately $0.9 million.

On April 4, 1996, the Company consummated the purchase of 627,000  shares
of  its  common  stock  from  Maxwell  Communication Corporation, plc (In
Administration) at a price of $9 per share.  Such shares were placed into
treasury and reserved for future use.

Effective January  1, 1996,  the Company established the SERP to  provide
retirement  income  /disability  retirement  benefits,  retiree  medical
benefits  and  death benefits to the Chairman of the Board, certain 
designated executives and their designated beneficiaries.   The Company 
intends  to  fund  the SERP through  a  combination  of  funds  generated
from  operations  and life insurance policies on the participants.

In October 1996, the Internal Revenue Service issued a deficiency notice
to the Company relating to its 1989, 1990, 1992 and 1993 Federal tax
returns.  Such notice proposed adjustments which could result in
additional tax payments of approximately $9.3 million, plus accrued
interest.  The Company plans to contest the deficiency notice, and intends 
to fund any deficiency that may ultimately result through cash generated
from operations.


<PAGE>
Page 14


At  September  30,  1996,  the  Company's  liquid assets of $22.8 million
consisted  of  cash  and  temporary investments.  The  Company  does  not
currently have any material commitments for capital expenditures.  During
1996 and 1997, the Company  anticipates  capital expenditures to increase
in  connection with the expansion of the Company's  Translations  segment
and the  refurbishment  of  the  Company's language centers.  The Company
plans to meet its debt service requirements  and  future  working capital
needs through funds generated from operations.

FORWARD LOOKING STATEMENTS

On  October  4,  1996,  the  Company  filed a Protest with the Government
Accounting Office ("GAO") protesting the Department of Justice, Executive
Office for Immigration Review ("EOIR")  award  of  its nationwide on-site
interpreter  services  contract for the next five years  to  a  competing
lower  bidder.  The Company  has  been  the  contractor  for  these  EOIR
services for the last 10 years and estimates that its 1996 revenues under
the current  contract,  which  has been extended to January 1997, will be
approximately $10.0 million.  The  Company's  profit  margin on the EOIR
contract generally has been higher than on other Translations  contracts,
substantially because of the long-term efficiencies the Company  has been
able  to  achieve.  The  Company  believes that it has substantial legal
grounds for its GAO Protest. However, there  can  be  no  assurance  that
the Company's Protest will be successful.

As  noted  under  "Financial   Condition",  the  Company  has  received  a
deficiency notice from the IRS  relating  to  certain  tax  years.  To the 
extent that a deficiency ultimately is  determined to exist, by settlement
or litigation, the Company's cash resources would be  used  to   pay  such 
deficiency.  The  Company believes that it has adequate cash resources  to 
pay  any  such deficiency and to pursue its business plans.                     

The statements under this heading constitute "Forward-Looking Statements"
within  the meaning of the Private Securities Litigation  Reform  Act  of
1995 (the  "Reform  Act").   The  Company  desires  to  take advantage of
certain "Safe Harbor" provisions of the Reform Act and is  including this
special note to enable the Company to do so.  Forward-Looking  Statements
involve  known and unknown risks, uncertainties, and other factors  which
could cause  the  Company's  actual  results,  performance  (financial or
operating) or achievements to differ materially from the future  results,
performance (financial or operating) or achievements expressed or implied
by such Forward-Looking Statements.  Such risks, uncertainties and  other
factors  include,  among  others: the results of the Company's Protest to
the GAO and if it is unsuccessful,  the Company's ability to successfully
replace the EOIR contract business;   the  outcome of future negotiations
and/or litigation pertaining to the deficiency  assessed  by  the IRS; as
well  as  more  general  factors  affecting future cashflows, including
fluctuations in foreign currency exchange rates; demand for the Company's
products  and services; the effect of  changing  economic  and  political
conditions;  the  level  of  success and timing in implementing corporate
strategies and new technologies;  changes  in  governmental and tax laws,
regulations, tax audits and other factors (known  or  unknown)  which may
affect the Company.  As a result, no assurance can be given as to  future
results, levels of activity and achievements.



<PAGE>
Page 15


                      BERLITZ INTERNATIONAL, INC.
                      PART II.  OTHER INFORMATION


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(A) EXHIBITS

All  exhibits  listed  below are filed with this Quarterly Report on Form
10-Q.

EXHIBIT NO.

     10.1  New Long-Term Executive Compensation Plan
     10.2  1996 Stock Option Plan
     27    Financial Data  Schedule,  for  the nine months ended September
           30, 1996.


(B) REPORTS ON FORM 8-K

No reports on Form 8-K were filed during the  quarter ended September 30,
1996.




                              SIGNATURES


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


                                        BERLITZ INTERNATIONAL, INC.
                                        (Registrant)




Date:  November 14, 1996            By:   /S/ HENRY D. JAMES
                                              --------------------------
                                              Henry D. James
                                               Executive  Vice  President
                                               and Chief Financial Officer