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

	FORM 10-QSB

	(Mark One)

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

	For the quarterly period ended January 31, 1998

	?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.)	

           2415 Midway Road, Suite 121, Carrollton, Texas  75006     
(Address of Principal Executive Offices)


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


		17770 Preston Road, Dallas, Texas  75252	
	(Former Name, Former Address and Former Fiscal Year, if Changed 
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.
?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.

	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



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

Item 1.  Financial Statements

	CONDENSED BALANCE SHEETS
	(In Thousands)

	ASSETS			
<TABLE>
 <S>                            <C>                  <C>             
                                                				
			
						                          January 31, 1998 April 30, 1997
					                             (Unaudited) (Audited/Adjusted)

	Current Assets:
		Cash	                    $         1,352.7      $  1,450.4

	Securities held for sale		815.9		812.1

	Accounts & Notes Receivable	 	112.6	 	358.9

	Inventory	 	360.6	 	112.1

	

			Total Current Assets	 $	2,641.8	 $	2,733.5
                    
	Property and Equipment:
		Net of $132,910 and
		$131,157 accumulated depreciation
		at October 31, 1997 and April 30,
   1997, respectively		388.3		386.6

				Total Assets	$   3,030.1		$   3,120.1

	LIABILITIES AND STOCKHOLDERS' EQUITY

	Current Liabilities:
		Accounts & notes payable		$   2,010.3	 $  2,133.4

					Total current liabilities	 	2,010.3	 	2,133.4 

		Notes payable		873.0		867.6

		Minority interest		64.5		53.1

					Total liabilities	 	$  2,947.8		$   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		5,445.5 		5,488.7 
								
Less treasury stock, 684 shares 
 at cost		(1.1)		(1.1)
Retained Earnings	 	(5,362.2)	 	(5,421.7)
							 	82.3	 	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>               
                    
						Nine Months Ended
								January  31,		
							1998    		1997 	


Sales		$	  5,529.8 	$	38.2 

Cost of Sales		    3,699.0		       29.0

Gross Profit		1,830.8		  9.2	

Operating Expenses:
	Administrative expenses		1,278.1		259.6
	Interest Expense		42.4		3.1

		Total Operating Expenses		1,320.5		262.7

	Discontinued Operations		-		(412.3)

Net Income (Loss)	$	510.3	$	   (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>        
                                                      
	Nine Months Ended
		January  31,	
						   1998     	      1997     

CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income (loss)		$     510.3		$   (665.8)
	Adjustments to reconcile net income (loss)		
		to net cash from operating activities:
	Depreciation and amortization		87.0		-
	(Gain) loss on disposal of assets		17.2		-
	Non cash transactions for services		(4,040.0)		-
	Write-off of Distribution Rights		2,107.3		-
	Change in assets and liabilities
			Accounts receivables		191.2		(113.0)
			Inventory		183.3		(122.2)
			Accounts payable and accrued expenses		439.6		238.2
				Net cash used by operating 
        activities		(504.1)		(662.8)

CASH FLOW FROM INVESTING ACTIVITIES:
	Purchases of property and equipment		12.63		(965.1)
	Purchases of marketable securities		-		(458.1)
			Net cash used by investing activities		12.63		(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		(516.7)		233.6

CASH AT BEGINNING OF PERIOD		1,869.4		-

CASH AT END OF PERIOD		$ 1,352.7		$ 233.6

SUPPLEMENTAL INFORMATION:
	Cash paid for interest		$        71.1		$           6.1

</TABLE>

See accompanying notes to these financial statements.
<PAGE>
ALEXANDER MARK INVESTMENTS (USA), INC.
SCHEDULE OF NONCASH ACTIVITIES
(UNAUDITED)
(IN THOUSANDS)

	Nine Months Ended
		January  31,	
						   1998     	      1997     

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)			-
<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 nine-month period ended January 
31, 1998 are not necessarily indicative of the operating results for 
the fiscal year ending April 30, 1999.

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 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 
January 31, 1998 and April 30, 1997, one pound equals $1.63 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.  For the nine months ended January 31, 1998, revenues 
were $5,529,800 ($38,200 in 1997) and income before tax was $510,300 
compared to a $665,800 loss for the nine months ended January 31, 
1997.   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 nine months 
ended January 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 nine months 
was $504,100 ($662,800 in 1997).  Net cash used by investing 
activities was $12,630 ($1,423,200 in 1997) and by financing 
activities was $0  ($2,319,600 in 1997). 

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 12, 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




Date:  March 16, 1998

 

 
 
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