SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    Form 10-Q



                   Quarterly Report under Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934


For Quarter Ended: March 31, 1998     Commission File Number: O-14741
                   --------------                             -------


                         ASA International Ltd.
           ----------------------------------------------------------
             (Exact name of Registrant as specified in its Charter)



          DELAWARE                                 02-0398205
(State or other jurisdiction of                (I.R.S. Employer
 incorporation or organization)              Identification Number)



    10 SPEEN STREET, FRAMINGHAM, MA                        01701
(Address of Principal Executive Offices)                 (Zip Code)


Registrant's Telephone Number, including Area Code:      508-626-2727

     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.

                     X
Yes: -----     No: -----


     As of March 31, 1998, there were 3,558,462 shares of Common Stock of the
Registrant outstanding.
<PAGE>
                                     PART I

                                     Item 1


                     ASA INTERNATIONAL LTD. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS




<TABLE>
<CAPTION>
                                                           March 31,       December 31,
                                                             1998             1997
                                                          ----------       ------------
                                                         (Unaudited)


             ASSETS


CURRENT ASSETS:

<S>                                                     <C>                   <C>        
  Cash and cash equivalents                             $ 1,256,913           $ 1,282,817
  Receivables - net                                       5,995,507             5,926,610
  Computer hardware held for resale                         210,818               237,642
  Other current assets                                      781,842               651,843
                                                            -------               -------

TOTAL CURRENT ASSETS                                      8,245,080             8,098,912

PROPERTY AND EQUIPMENT (less
  depreciation of $3,729,744 and
  $3,617,402, respectively)                               4,697,883             4,281,425

SOFTWARE (less amortization of
  $6,962,854 and $6,634,296,
  respectively)                                           3,722,843             3,496,798

COST EXCEEDING NET ASSETS ACQUIRED
  (less amortization of $1,686,110
  and $1,634,320, respectively)                             811,054               695,755

OTHER ASSETS                                              1,304,637             1,252,812
                                                          ---------             ---------

                                                        $18,781,497           $17,825,702
                                                        ===========           ===========


See Notes to Condensed Consolidated Financial Statements.
</TABLE>
<PAGE>
                     ASA INTERNATIONAL LTD. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS




<TABLE>
<CAPTION>
                                                           March 31,       December 31,
                                                             1998             1997
                                                          ----------       ------------
                                                         (Unaudited)


   LIABILITIES AND SHAREHOLDERS' EQUITY


CURRENT LIABILITIES:

<S>                                                      <C>                  <C>        
  Accounts payable                                       $ 1,515,991          $ 2,263,573
  Accrued expenses                                         2,753,184            1,575,813
  Other current liabilities                                2,213,775            2,276,734
                                                           ---------            ---------

TOTAL CURRENT LIABILITIES                                  6,482,950            6,116,120

LONG-TERM OBLIGATIONS, NET OF CURRENT
  MATURITIES                                               2,589,757            2,696,020

LONG-TERM LIABILITIES                                        251,099                -

DEFERRED TAXES                                               616,000              616,000

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
  Common stock                                                43,768               40,965
  Additional paid-in capital                               7,793,777            7,394,281
  Retained earnings                                        2,597,412            2,548,013
  Cumulative translation adjustments                          (7,569)               -
                                                          -----------           -----------
                                                          10,427,388            9,983,259
Less:  treasury stock, at cost                             1,585,697            1,585,697
                                                           ---------            ---------
                                                           8,841,691            8,397,562
                                                           ---------            ---------
                                                         $18,781,497          $17,825,702
                                                         ===========          ===========


See Notes to Condensed Consolidated Financial Statements.
</TABLE>
<PAGE>
                     ASA INTERNATIONAL LTD. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                                 Three Months Ended
                                                                      March 31,
                                                            ----------------------------
                                                                 1998           1997
                                                            ----------------------------
                                                                     (Unaudited)

REVENUE
<S>                                                           <C>              <C>        
  Computer and add-on hardware                                $ 1,738,637      $   641,436
  Services                                                      4,107,357        3,240,315
  Product licenses                                              1,799,563        1,198,005
                                                                ---------        ---------
NET REVENUE                                                     7,645,557        5,079,756

COST OF REVENUE
  Computer and add-on hardware                                  1,684,793         552,688
  Services                                                      2,464,321       1,834,684
  Product licenses and development                              1,085,911         735,762
                                                                ---------         -------
TOTAL COST OF REVENUE                                           5,235,025       3,123,134

EXPENSES
  Marketing and sales                                           1,317,069       1,019,295
  General and administrative                                      846,778         711,215
  Amortization of goodwill                                         51,789          56,928
                                                                   ------          ------
TOTAL EXPENSES                                                  2,215,636       1,787,438

EARNINGS FROM OPERATIONS                                          194,896         169,184

INTEREST EXPENSE - NET                                            (70,497)       (111,664)
                                                                  -------        -------- 
EARNINGS BEFORE INCOME TAXES                                      124,399          57,520

INCOME TAXES                                                       75,000          16,000
                                                                   ------          ------
NET EARNINGS                                                  $    49,399     $    41,520
                                                              ===========     ===========

EARNINGS PER COMMON SHARE:
BASIC                                                                $.01            $.01
                                                              ===========     ===========

DILUTED                                                              $.01            $.01
                                                              ===========     ===========


See Notes to Condensed Consolidated Financial Statements.
</TABLE>
                ASA INTERNATIONAL LTD. AND SUBSIDIARIES

            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                 Three Months Ended
                                                                      March 31,
                                                            ----------------------------
                                                                 1998           1997
                                                            ----------------------------
                                                                     (Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                           <C>              <C>        
  Net earnings                                             $    49,399      $    41,520
  Adjustments to reconcile net earnings
    to net cash provided by
    operating activities:
      Depreciation and amortization                            503,464          421,159
      Changes in assets and liabilities                       (395,345)        (114,898)
                                                            ------------      ------------
           Total adjustments                                   108,119          306,261
                                                            ------------      ------------
  Net cash provided by operating
    activities                                                 157,518          347,781

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to property and equipment                         (264,315)         (12,740)
  Additions to software                                           -             (40,082)
  Reduction in sales-type
    leases                                                       6,283           47,491
  Cash received in acquisition, net
    of cash paid                                                97,375            -
  Other assets                                                 (28,415)          36,349
                                                             ------------     ------------
  Net cash provided by (used for)
    investing activities                                      (189,072)          31,018

CASH FLOWS FROM FINANCING ACTIVITIES:
  Decrease in bank and
    other notes                                                   -            (195,000)
  Decrease in long-term debt                                  (107,279)         (94,200)
  Increase in long-term liabilities                            260,227              -
  Cash paid in lieu of stock                                  (140,000)             -
  Issuance of common stock                                         290              -
                                                             ------------     ------------
  Net cash provided by (used for)
    financing activities                                        13,157         (289,200)
                                                             ------------     ------------

EFFECT OF EXCHANGE RATES ON CASH &
  CASH EQUIVALENTS                                              (7,507)            -
                                                             ------------     ------------
CASH AND CASH EQUIVALENTS:
  Net increase (decrease)                                      (25,904)          89,599
  Balance, beginning of year                                 1,282,817          674,239
                                                             ------------     ------------
  Balance, end of period                                   $ 1,256,913      $   763,838
                                                             ============     ============



See Notes to Condensed Consolidated Financial Statements.
</TABLE>
<PAGE>
                     ASA INTERNATIONAL LTD. AND SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements

                                   (Unaudited)



NOTE 1 - BASIS OF PRESENTATION

As permitted by the rules of the Securities and Exchange Commission applicable
to quarterly reports on Form 10-Q, these notes are condensed and do not contain
all disclosures required by generally accepted accounting principles. Reference
should be made to the financial statements and related notes included in the
Company's Annual Report on Form 10-K.

In the opinion of management, the accompanying financial statements reflect all
adjustments which were of a normal recurring nature necessary for a fair
presentation of the Company's results of operations for the three months ended
March 31, 1998 and March 31, 1997, respectively.

The results disclosed in the Condensed Consolidated Statement of Operations for
the three months ended March 31, 1998 are not necessarily indicative of the
results expected for the full year.


NOTE 2 - ACQUISITION

In January 1998, the Company acquired substantially all of the assets of Cedes
S.r.l. and SIPI-U S.r.l. ("Cedes"), subsidiaries of the Findest Group of Padova,
Italy. Cedes sells enterprise resource planning (ERP) software to mid-range
companies in Italy. The transaction involved an exchange of approximately
$30,000 US in cash, assumption of certain liabilities, and 200,000 shares of the
Company's Common Stock for the assets of Cedes.

The acquisition was recorded using the purchase method of accounting whereby the
net assets acquired were recorded at their fair values based on the Company's
preliminary estimate of these values.
<PAGE>
                     ASA INTERNATIONAL LTD. AND SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements

                                   (Unaudited)


NOTE 3 - EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per
share:

<TABLE>
<CAPTION>
                                                                 Three Months Ended
                                                                      March 31,
                                                            ----------------------------
                                                                 1998           1997
                                                            ----------------------------
                                                                     (Unaudited)

Numberator:
<S>                                                           <C>              <C>        
  Net income                                                $   49,399     $   41,520
                                                            ===========     ===========

Numerator for diluted earnings per share -
  income available to common shareholders                   $   49,399    $   41,520
                                                            ===========     ===========

Denominator:
  Denominator for basic earnings per
    share - weighted average shares                          3,466,053     3,225,108

Effect of dilutive securities:
  Employee stock options                                       173,309        81,786
  Contingently issuable shares                                    -           80,146
                                                            -----------   -----------
Dilutive potential common shares
  Denominator for diluted earnings per
    share - adjusted weighted average
    shares and assumed conversions                           3,639,362     3,387,040
                                                            ===========   ===========

Basic Earnings per share                                          $.01          $.01
                                                            ===========   ===========

Diluted Earnings per share                                        $.01          $.01
                                                            ===========   ===========

</TABLE>

NOTE 4 - COMPREHENSIVE INCOME

The Company adopted SFAS No. 130, Reporting Comprehensive Income, which requires
that all components of comprehensive income and total comprehensive income be
reported on one of the following: a statement of income and comprehensive
income, a statement of comprehensive income or a statement of stockholders'
equity. Comprehensive income is comprised of net income and all changes to
stockholders' equity, except those due to investments by owners (changes in
paid-in capital) and distributions to owners (dividends). For interim reporting
purposes, SFAS 130 requires disclosure of total comprehensive income.

Total comprehensive income is as follows:


<TABLE>
<CAPTION>
                                                 For the Three Months Ended
                                                         March 31,
                                                 --------------------------
                                                     1998           1997
                                                     ----           ----

<S>                                                <C>            <C>    
Net income                                         $49,399        $41,520

Foreign currency translation adjustments            (7,569)           -
                                                   --------       --------
Comprehensive income                               $41,830        $41,520
                                                   ========       ========
</TABLE>

<PAGE>
                                     Item 2


           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations


In addition to the historical information contained herein, the discussions
contained in this document include forward-looking statements. By way of
example, the discussions include statements regarding revenues, gross margins,
future marketing efforts, and potential acquisitions. Such statements involve a
number of risks and uncertainties, including but not limited to those discussed
below and those identified from time to time in the Company's filings with the
Securities and Exchange Commission. These risks and uncertainties could cause
actual results to differ materially from those projected. Readers are cautioned
not to place undue reliance on these forward-looking statements. The Company
assumes no obligation to update these forward-looking statements to reflect
events or circumstances arising after the date hereof.

                              Results of Operations

                              First Quarter of 1998
                                   compared to
                              First Quarter of 1997


                                        (000's omitted)
                            ---------------       --------------------
                                Revenue           Increase/(Decrease)
                            ---------------       --------------------
                            1998       1997       Amount     Percentage
                            ----       ----       ------     ----------
Computer and add-on
  hardware                $ 1,739    $   641     $1,098        171%
Services                    4,107      3,240        867         27%
Product licenses            1,800      1,198        602         50%
                          --------   --------    --------    --------
  Net revenue             $ 7,646    $ 5,079     $2,567         51%
                          ========   ========    ========    ========


REVENUE

     Net revenue. The Company designs and develops proprietary enterprise and
point-solution software for the electronic time and labor recording market, for
catalog direct marketers, and for the automotive, legal, and ERP markets. The
Company's revenues are derived from the sale of third party computer and add-on
hardware, from the licensing of the Company's software products, and from client
service and support. The Company's total revenues increased by approximately
$2,567,000, or 51%, for the quarter ended March 31, 1998, compared to the
quarter ended March 31, 1997. Revenue from existing businesses increased by
approximately $1,703,000, or 34% for the period, when approximately $864,000 in
revenue from the Company's ERP systems product line, which was acquired in
January 1998, is excluded.

     Computer and add-on hardware. Hardware revenues are derived from the resale
of third-party hardware products to the Company's clients in conjunction with
the licensing of the Company's software. Hardware revenues increased by
approximately $1,098,000, or 171%, for the three months ended March 31, 1998,
compared to the same period in 1997. Hardware revenue from existing businesses
increased by approximately $1,061,000, or 166% for the period, when
approximately $37,000 in hardware revenue from the Company's newly acquired ERP
systems product line is excluded. The increase in hardware revenues from
existing businesses was due primarily to the increase of hardware unit sales
accompanying increased product license sales.

     Services. Services are comprised of fees generated from training,
consulting, software modifications and ongoing client support provided under
self-renewing maintenance agreements. Service revenues increased by
approximately $867,000, or 27%, for the three months ended March 31, 1998,
compared to the three months ended March 31, 1997. Service revenue from existing
businesses increased by approximately $235,000, or 7%, for the period, when
compared to the first quarter of 1997, and the service revenue from the ERP
systems product line of approximately $632,000 for the 1998 period is
eliminated. The change was due to increases in software license revenues which
were accompanied by client requirements for training and consulting services,
and to the increase in support revenues as a result of a larger installed client
base.

     Product licenses. The Company's software license revenues are derived
primarily from the licensing of the Company's enterprise and point-solution
products. Software license revenues increased by approximately $602,000, or 50%,
for the first quarter of 1998, compared to the same period in 1997. Product
license revenue from existing businesses increased by approximately $407,000, or
34%, for the period, when compared to the first quarter of 1997, and the product
license revenue from the ERP systems product line of approximately $195,000 for
the 1998 period is eliminated. The increase in dollar amount was primarily due
to increased market acceptance of the Company's software products, and the
increased capacity created by growth in the Company's direct sales force and
marketing efforts.

COST OF REVENUE

     Computer and add-on hardware. Cost of hardware revenues consists primarily
of the costs of third-party hardware products. Cost of hardware revenues
increased by approximately $1,132,000, or 205%, for the three months ended March
31, 1998, compared to the prior period. The cost of hardware revenue from
existing businesses increased by approximately $1,102,000, or 200%, when
approximately $30,000 in cost of hardware from the Company's newly acquired ERP
systems product line is excluded from the first quarter results for 1998. The
increase in dollar amount for the cost of hardware revenues for the three months
ended March 31, 1998 was due primarily to increased unit sales of hardware
products accompanying increased product license sales and a decrease in gross
margin on hardware product sales as highlighted below.

     The gross margin percentage for hardware sales decreased to 3% for the
three months ended March 31, 1998, from 14%, in the same period in 1997. Margins
on computer and add-on hardware do fluctuate based on the mix of computer and
ancillary hardware products sold. Accordingly, the Company expects hardware
gross margins to continue to fluctuate in the future. The Company continues to
direct its efforts toward building service and license revenues to offset the
historical decline in hardware revenue and margins.

     Services. Cost of services consists of the costs incurred in providing
client training, consulting, and ongoing support as well as other client
service-related expenses. Cost of services increased by approximately $630,000
for the three months ended March 31, 1998, compared to the first quarter of
1997. The increase reflects the addition of the cost of services related to the
ERP systems product line which was acquired in January 1998. The gross margin
percentage for services for the first quarter of 1998 decreased to approximately
40% from 43% of revenue from services in the first quarter of 1997. The
Company's revenue and margin from services fluctuate from period to period due
to changes in the mix of contracts and projects.

     Product licenses and development. Cost of software license revenues
consists of the costs of amortization of capitalized software costs, and the
costs of sublicensing third-party software products. The amount also includes
the expenses associated with the development of new products and the enhancement
of existing products (net of capitalized software costs), which consist
primarily of employee salaries, benefits, and associated overhead costs. Cost of
software license revenues and development increased by approximately $350,000
for the quarter ended March 31, 1998, compared to the same period in 1997. The
change primarily reflects the costs associated with license revenue increases
from the electronic time recording, tire, and legal systems product lines. The
cost of product licenses as a percentage of product license revenue may
fluctuate from period to period due to the mix of sales of third-party software
products in each period contrasted with certain fixed expenses such as the
amortization of capitalized software.


EXPENSES

     Marketing and sales. Marketing and sales expenses consist primarily of
employee salaries, benefits, commissions and associated overhead costs, and the
cost of marketing programs such as direct mailings, trade shows, seminars, and
related communication costs. Marketing and sales expenses increased by $298,000,
or 29%, for the quarter ended March 31, 1998, compared to the first quarter in
1997. The change in marketing and sales expenses primarily reflects increases in
sales staffing, the higher sales commissions associated with increased revenues,
and the additional expenses related to the newly acquired ERP systems product
line.

     General and administrative. General and administrative expenses consist
primarily of employee salaries and benefits for administrative, executive, and
finance personnel and associated overhead costs, as well as consulting,
accounting, and legal expenses. General and administrative expenses increased by
approximately $136,000, or 19%, for the three months ended March 31, 1998,
compared to the same period in 1997. The change primarily reflects the
additional expenses related to the ERP systems product line.

     Net earnings for the first quarter of 1998 were approximately $49,000, as
compared to net earnings of approximately $42,000 for the first quarter of 1997.
The change resulted from an increase in earnings from operations of
approximately $25,000, a decrease in net interest expense of approximately
$41,000, partially offset by an increase in income tax expense of $59,000.

                    Liquidity and Capital Resources



The Company had total cash and cash equivalents at March 31, 1998 of
approximately $1,257,000, a decrease of approximately $26,000 from December 31,
1997. The Company and its subsidiaries currently have a maximum line of credit
totaling $2,000,000, all of which was available at March 31, 1998.

The Company expects to continue to pursue strategic acquisitions. These
acquisitions have been, and are expected to continue to be, financed in a number
of ways. Management believes, subject to the conditions of the financial
markets, that it should be able to continue its program of acquisitions.

Over the past two years, the Company has expended significant working capital on
the development of a new generation of software products. The level of these
expenditures decreased by approximately $40,000, in the first three months of
1998, compared to the same period in 1997. However, as rapid change in software
technology continues, the Company will fund further product development in order
to retain existing clients and to attract new clients. The Company intends, as
it has in the past, to fund this development primarily from its cash from
operations and bank debt.

The Company has experienced significant fluctuations in its quarterly operating
results and anticipates such fluctuations in the future. Quarterly revenues and
operating results depend on the volume and timing of orders received during the
quarter which are difficult to forecast. Large orders for the Company's products
often have a lengthy sales cycle while the customer evaluates and receives
approvals for the purchase of the products. It may be difficult to accurately
predict the sales cycle of any large order. If one or more large orders fail to
close as forecasted in a fiscal quarter, the Company's revenues and operating
results could be materially adversely affected. In addition, the Company
typically receives a substantial portion of its product orders in the last month
of the quarter. Orders are shipped as received and, as a result, the Company
often has little or no backlog except for support and service revenue. The
Company acknowledges the potential adverse impact that such fluctuations and
general economic uncertainty could have on its ability to maintain liquidity and
raise additional capital.

The Company's future financial performance is also dependent in large part on
the successful development, introduction, and customer acceptance of new and
enhanced versions of its software products. Due to the rapid change in vendor
hardware platforms, operating systems, and updated versions, the complexity and
expense of developing, testing, and maintaining the Company's products has
increased. There can be no assurance that these efforts will be successful or
result in significant product enhancements.

Subject to the foregoing, the Company believes that based on the level of
operating revenue, cash on hand, and available bank debt, it has sufficient
capital to finance its ongoing business.
<PAGE>
                                     PART II


                                OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


         (a)  Exhibits -

              The following exhibits are filed with this report:

              27    Financial Data Schedule.

         (b)  Reports on Form 8-K -

              On January 28, 1998, the Company announced that it had acquired
              substantially all of the assets of Cedes S.r.l. and SIPI-U S.r.l.
              ("Cedes"), subsidiaries of the Findest Group of Padova, Italy.
<PAGE>
                                SIGNATURES



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



                                             ASA International Ltd.
                                             ------------------------------
                                             (Registrant)




   5/15/98                                  /s/ Alfred C. Angelone
------------                                 ------------------------------
  (Date)                                          (Signature)
                                            Alfred C. Angelone
                                            Chief Executive Officer





  5/15/98                                  /s/ Terrence C. McCarthy
------------                                ------------------------------
  (Date)                                          (Signature)
                                             Terrence C. McCarthy
                                             Vice President and Treasurer