U.S. SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC  20549

                            FORM 10-QSB

     (Mark One)

      X  Quarterly  report under Section 13,  or  15  (d)  of  the
Securities Exchange Act of 1934

     For the quarterly period ended October 31, 1997

      Transition report under Section 13 or 15 (d) of the Exchange
Act

     For the transition period from ___________to __________

     Commission file number          0-12122

                   ALEXANDER MARK INVESTMENTS (USA), INC.
 (Exact Name of Small Business Issuer as Specified in Its Charter)


              Colorado                       84-0601802
     (State or Other Jurisdiction of    (I.R.S. Employer
      Incorporation or Organization)     Identification No.)

                17770 Preston Road, Dallas, Texas   75252
             (Address of Principal Executive Offices)


                               (972) 733-3005
         (Issuer's Telephone Number, Including Area Code)

                                 
      (Former Name, Former Address and Former Fiscal Year,  if  Ch
anged Since Last Report)


      Check whether the issuer: (1) filed all reports required  to
be  filed  by Section 13 or 15(d) of the Exchange Act  during  the
past 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 past 90 days.
X Yes      __ No
               APPLICABLE ONLY TO ISSUERS INVOLVED IN
                 BANKRUPTCY PROCEEDINGS DURING THE
                        PRECEDING FIVE YEARS

      Check whether the registrant filed all documents and reports
required  to be filed by Section 12, 13, or 15 (d) of the Exchange
Act after the distribution of securities under a plan confirmed by
a court.
  Yes       No

                APPLICABLE ONLY TO CORPORATE ISSUERS

      State  the  number  of shares outstanding  of  each  of  the
issuer's  classes  of common equity, as of the latest  practicable
date:  7,537,398 common stock, no par value.


<PAGE>

               ALEXANDER MARK INVESTMENTS (USA), INC.


                             I N D E X


                                                 Page No.

Part I         FINANCIAL INFORMATION:

          Item 1.   Condensed Balance
                    Sheets                             3

                    Condensed Statements of
                    Operations                         4

                    Condensed Statements of
                    Cash Flows                         5

                    Notes to Condensed
                    Financial Statements
                    (unaudited)                        6

          Item 2.   Management's Discussion
                    and Analysis of Financial
                    Condition and Results of
                    Operations                         6

Part II        OTHER INFORMATION                       7



<PAGE>

               ALEXANDER MARK INVESTMENTS (USA), INC.
                  PART I.   FINANCIAL INFORMATION

Item 1.  Financial Statements

                      CONDENSED BALANCE SHEETS
                           (In Thousands)

                               ASSETS

<TABLE>
<S>                                     <C>            <C>
October 31,1997 April 30, 1997
                                                       (Unaudited)
(Audited/Adjusted)

 Current Assets:
  Cash                                                 $ 1,383.3                                    $  1,450.4

 Securities held for sale                834.3              812.1

 Accounts & Notes Receivable             368.8              358.9

 Inventory                               115.1              112.1



   Total Current Assets              $ 2,701.5          $ 2,733.5

 Property and Equipment:
  Net of $132,910 and
  $131,157 accumulated
  depreciation at October 31,
  1997 and April 30, 1997,
   respectively                          397.1              386.6

    Total Assets                    $  3,098.6         $   3,120.1

                LIABILITIES AND STOCKHOLDERS' EQUITY

 Current Liabilities:
  Accounts & notes payable          $  2,055.3          $ 2,133.4

     Total current liabilities         2,055.3           2,133.4

  Notes payable                          892.7              867.6

  Minority interest                       66.0               53.1

       Total   liabilities                 $    3,014.0          $
3,054.1

Stockholders' Equity (Deficit):
  Common stock no par value, 75,000,000
   shares authorized;  7,536,680 and
   749,400 shares issued at October
   31, 1997 and April 30, 1997,
    respectively                           .1                 .1
Additional paid in capital            5,614.7            5,488.7

Less treasury stock, 684 shares
   at cost                               (1.1)              (1.1)
Retained Earnings                    (5,529.1)          (5,421.7)
                                          84.6               66.0

                                     $ 3,098.6          $3,120.1
</TABLE>

See accompanying notes to these financial statements.

<PAGE>

                  ALEXANDER MARK INVESTMENTS (USA), INC.

                    CONDENSED STATEMENTS OF OPERATIONS
           (In Thousands, Except for Share and Per Share Data)
                            (UNAUDITED)
                                 
<TABLE>
<S>                                     <C>            <C>
                                         Six Months Ended
                                            October 31,
                                    1997               1996


Sales                              $   5,605.4         $   38.2

Cost of Sales                          3,749.6                29.0

Gross Profit                          1,855.8                9.2

Operating Expenses:
Administrative expenses              1,295.3              259.6
Interest Expense                        43.0                3.1

  Total Operating Expenses           1,338.3              262.7

Discontinued Operations                    -            (412.3)

Net Income (Loss)                  $    517.5          $   (665.8)

Net Income (Loss) per share        $    0.07           $  (.89)

Weighted Average Number of
  Shares outstanding                 7,536,660            749,400

</TABLE>


See accompanying notes to these financial statements.

<PAGE>

              ALEXANDER MARK INVESTMENTS (USA), INC.
                CONDENSED STATEMENTS OF CASH FLOWS
                            (UNAUDITED)
                          (In Thousands)
<TABLE>
<S>                                        <C>          <C>
                                           Six Months Ended
                                             October 31,
                                              1997             1996

CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss)                       $     517.5   $   (665.8)
 Adjustments to reconcile net income (loss)
   to net cash from operating activities:
 Depreciation and amortization             72.7              -
 (Gain) loss on disposal of assets         14.5              -
 Non cash transactions for services      (4,040.0)           -
 Write-off of Distribution Rights        2,107.3             -
 Change in assets and liabilities
                                         Accounts receivables                                    195.5
(113.0)
                                         Inventory       187.5                                        (122.2)
                                         Accounts payable and accrued
     expenses                             429.5          238.2
                                         Net cash used by operating
       activities                        (515.5)       (662.8)

CASH FLOW FROM INVESTING ACTIVITIES:
 Purchases of property and equipment     (12.9)        (965.1)
 Purchases of marketable securities           -        (458.1)
                                          Net  cash used by investing
activities                               (12.9)        (1,423.2)

CASH FLOW FROM FINANCING ACTIVITIES:
 Sale of common stock                         -        2,319.6
      Net cash provided (used) by
      financing activities                    -        2,319.6

NET INCREASE (DECREASE) IN CASH          (528.4)         233.6

CASH AT BEGINNING OF PERIOD              1,911.7             -

CASH AT END OF PERIOD                    $ 1,383.3     $     233.6

SUPPLEMENTAL INFORMATION:
 Cash paid for interest                  $   71.1      $     6.1

</TABLE>

See accompanying notes to these financial statements.
              ALEXANDER MARK INVESTMENTS (USA), INC.
                  SCHEDULE OF NONCASH ACTIVITIES
                            (UNAUDITED)
                          (IN THOUSANDS)
<TABLE>
<S>                                               <C>            <C>
                                           Six Months Ended
                                             October  31,
                                              1997             1996

During the period, Meteor
 expensed the Distribution Rights
 to DigiPhone                               2,107.3          -

During the period, Meteor
 sold software in exchange
 for common stock and long-term note       (4,040.0)         -


During the period, Meteor
 issued shares in settlement
 for rent obligations for
 property previously occupied
 by Telecredit Telekommunicaitons
 GmbH                                    (318.4)                                                 -

</TABLE>

<PAGE>

                  ALEXANDER MARK INVESTMENTS (USA), INC.

                 NOTES TO CONDENSED FINANCIAL STATEMENTS
                               (UNAUDITED)



Financial Statements

The accompanying unaudited financial statements have been prepared
in  accordance  with the instructions to Form 10-QSB  and  do  not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.

In  the  opinion  of  management, all adjustments  (consisting  of
normal  recurring  accruals)  considered  necessary  for  a   fair
presentation have been included.  These statements should be  read
in  conjunction  with the audited financial statements  and  notes
thereto  included in the Registrant's annual Form 10-KSB  for  the
year ended April 30, 1997.  The results of the operations for  the
six-month  period  ended  October 31,  1997  are  not  necessarily
indicative  of  the operating results for the fiscal  year  ending
April 30, 1998.

The  consolidated financial statements include the accounts of the
Company  and  the majority owned company, Meteor Technology,  plc.
("Meteor")  The April 30, 1997 adjusted balance sheet consolidates
numbers  from  the April 30, 1997 Audited Financial Statements  of
the  Company  and  the  May  31, 1997 adjusted  Audited  Financial
Statements  of Meteor Technology, plc.  Adjustments were  made  to
eliminate  intercompany transactions and  for  the  conversion  of
Meteor's  numbers  from  pounds to US  Dollars.   The  accumulated
deficit increase represents the portion of earnings recognized  in
the current period and the currency translation adjustment.

The Meteor financial presentation is based on the accounting rules
of  the United Kingdom.  The balance sheet reflects adjustments to
present  financial statements per US GAAP accounting  rules.   The
adjustments  included  presenting  current  assets  first  on  the
balance sheet, reclassing creditors payable due within one year to
the  liability section from the current asset section,  reclassing
creditors  payable  greater than one year to  notes  payable,  and
combining reserve amount and profit and loss account into retained
earnings.  The assets and liability amounts were not changed.

The  accounting rules of the United Kingdom only require financial
statements  of public companies to be published every six  months.
Meteor's  fiscal  year  end is May 31 and  their  last  six  month
Interim  Financials were issued for November  30,  1996.  The  six
month  results  for the period ending October 31,  1996  and  1997
include  the  published six month results of  Meteor  for  periods
commencing on December 1, 1995 and 1996 and ending on May 31, 1996
and 1997, respectively.

The financial statements reflect the 43 per cent minority interest
in  the  outstanding voting share capital of Meteor  not owned  by
the  Company.   The minority interest is based on the proportioned
share  of  the  consolidated net assets of Meteor on a  historical
basis.

Meteor's  financial statements were converted from British  Pounds
to  US  Dollars based on US accounting guidelines.  The conversion
rate  for  the  balance sheet was based on the published  exchange
rate  at  October  31, 1997 and April 30, 1997, one  pound  equals
$1.67  and  $1.62,  respectively.  The  conversion  used  for  the
statement of operations was based on an average exchange rate  for
the  six months ended May 31, 1997 and 1996.  This conversion rate
was one pound equals $1.65 for period ended May 31, 1997 and $1.53
for period ended May 31, 1996.


Item   2.     Management  Discussion  and  Analysis  of  Financial
Condition and Results of Operations

This  is  the second quarter which includes the operating  results
arising  from the investment in Meteor Technology, plc  ("Meteor")
completed  and  announced in May, 1997.   The  financials  reflect
this transaction as a pooling of interest.

The  financials  reflect  activities as  if  the  transaction  had
occurred  on  May  1,  1997 and operating revenues  were  received
during  the six months ended October 31, 1997 and 1996  except  as
noted  above. For the six months ended October 31, 1997,  revenues
were  $5,605,400  ($38,200  in 1996) and  income  before  tax  was
$517,500  compared  to a $665,800 loss for the  six  months  ended
October  31,  1996.   This includes a sale of the US and  Canadian
software  rights  for  $4,040,000 and  a  write-off  of  DigiPhone
distribution rights for $2,107,300 as a part of the cost of  sales
by Meteor.

Revenues  consist primarily of activities of Meteor  subsidiaries,
the  Meteor Payphone and DigiPhone International.  Expenses relate
to the associated costs of running these operations.

The  financial  activities of Meteor as  reported  for  the  three
months  ended July 31 versus the six months ended October  31  are
the same as Meteor does not have another report due until May 1998
for U.K. purposes.

The  Company  has investigated and concluded that it has  no  Year
2000  issues.   It uses software that is Year 2000  compliant  and
does not require any future adjustments.

Subsequent  to  the end of the period Camelot, which  owns  eighty
percent  of the outstanding share capital of the Registrant,  will
acquire  all  the  outstanding shares of DigiPhone  International,
Ltd.  from  Meteor.  As a result of this transaction Camelot  will
own  all the rights to its subsidiaries products and AMI will have
no further interest in DigiPhone International.  This agreement is
conditional  on shareholder approval of both Camelot  and  Meteor.
The  financial impact on the Registrant is specifically  reflected
in  a  Form  8-K filed with the Securities and Exchange Commission
which is incorporated by reference.


Liquidity and Capital Resources

The  Registrant  has  met its shortfall of funds  from  operations
during   prior   periods  by  the  sale  of  its  majority   owned
subsidiaries  assets,  and by borrowing  from  its  Directors  and
companies  affiliated  with  its  Directors.   Net  cash  used  by
operating activities for the six months was $515,500 ($662,700) in
1996).    Net  cash  used  by  investing  activities  was  $12,900
($1,423,200   in  1996)  and  by  financing  activities   was   $0
($2,319,600 in 1996).

The  Registrant's present needs for liquidity principally  relates
to  its  obligations  for its SEC reporting requirements  and  the
minimal requirements for record keeping.  The Company conducts its
activities  through Meteor Technology plc which it expects  to  be
able  to  fund  its  liquidity needs  from  its  operations.   The
Registrant  has limited liquid assets available for its continuing
needs.   In  the  absence of any additional liquid resources,  the
Registrant will be faced with cash flow problems.
                                 
<PAGE>
                                 
                   PART II  -  OTHER INFORMATION


Item 6.   Exhibits and Reports on Form 8-K.

       (a)     Exhibits:

           (1)   Articles  of  Incorporation:     Incorporated  by
reference to
                                   Registration Statement filed
                                   on Form 10, May 10, 1984;
                                   File No.  0-12122

          (2)  Bylaws:             Incorporated by reference as
                                   immediately above.


          (b)  Reports on Form 8-K

               Report dated May 15, 1997 with amendments.

               Report dated May 20, 1997 with amendments.

               Report dated December 3, 1997.


                            SIGNATURES


Pursuant  to  the requirements of the Securities Exchange  Act  of
1934,  the Registrant has duly caused this report to be signed  on
its behalf by the undersigned thereto duly authorized.




                               ALEXANDER  MARK INVESTMENTS  (USA),
INC.
                                             (Registrant)



                              By:  /s/ Daniel Wettreich
                                   DANIEL WETTREICH, PRESIDENT
                                   Chief Financial Officer



Date: December 3, 1997