U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE 
SECURITIES EXCHANGE ACT 
OF 1934  for the fiscal year ended September 27, 1997.
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF 
THE SECURITIES
EXCHANGE ACT OF 1934 [ NO FEE REQUIRED ] for the transition 
period from
_____________ to _____________.
Commission file number 0-18353
THE COEUR D'ALENES Company
Idaho							82-0109390
(State or other jurisdiction of		I.R.S. Employer
incorporation or organization)          Identification No.)
PO Box 2610
Spokane, Washington 99220-2610
(Address of principal executive offices)(Zip Code)
(509) 924-6363
(Registrant's telephone number including area code)
Securities registered pursuant to Section 12(b) of the Act:  
None 
Securities registered pursuant to Section 12(g) of the Act:	 
None
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Name of each exchange
Title of each class on which registered
-----------------------------------------------------------
Common stock, no par value
Check whether the issuer (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, and  
has been subject to such filing requirements for at least 
the past 90 days.  Yes  X   No ___
Indicate by check mark if disclosure of delinquent filers 
pursuant to Item 405 of Regulation S-B is not contained 
herein, and will not be contained, to the best of 
registrant's knowledge, in definitive proxy or information 
statements incorporated by reference in Part III of this 
Form 10-KSB or any amendment to this Form 10-KSB.  [__ ]
Issuer's revenues for its most recent fiscal year: 
$12,858,765 
The aggregate market value of the voting stock of the 
registrant held by non affiliates cannot be readily 
determined because there is no established public trading 
market for such stock.
Shares outstanding as of November 29, 1997: 5,353,450
No documents incorporated by reference herein.
ITEM 1.   DESCRIPTION OF BUSINESS.
(a)	GENERAL DEVELOPMENT OF BUSINESS.
	The Coeur d'Alenes Company was first established as J. 
R. Marks & Co., in Murray, Idaho during the gold rush of 
1884 as a supply house for miners.  By 1886, there were 
five stores in North Idaho.  In 1889, they became part of 
Holley, Mason, Marks & Company of Spokane, Washington.  In 
1892, the five North Idaho stores were spun off by a group 
(including an original owner) and incorporated under the 
name of The Coeur d'Alene Hardware Co.  In 1913, the major 
shareholders of Coeur d'Alene Ironworks put the assets of 
both companies together, and the resulting Company was 
incorporated under the name of Coeur d'Alene Hardware and 
Foundry Company.  In 1959, Coeur d'Alene Hardware and 
Foundry Company changed its name to The Coeur d'Alenes 
Company.
	In February 1993, The Coeur d'Alenes Company merged 
with and into an inactive mining company, Conjecture, Inc. 
("Conjecture"), with Conjecture being the surviving 
corporation but changing its name to The Coeur d'Alenes 
Company ("Cd'A" or the "Company") immediately following the 
merger.  Conjecture was incorporated in 1954 under the 
original name Conjecture Mines, Inc., but changed its name 
to Conjecture, Inc. in 1989.
	Cd'A, together with its wholly-owned subsidiary Union 
Iron Works, Inc. of Spokane (dba Cd'A Stock Steel), is 
engaged in the business of the distribution, processing and 
fabrication of steel, other metals and related products. In 
early 1993  Conjecture's unpatented mining claims lapsed 
and, since the merger, Cd'A has sold Conjecture's remaining 
patented mining claims. As a result, Cd'A is no longer 
involved in the mining business on even an inactive basis.
	As part of its strategic plan, Cd'A has implemented 
various changes over the years in order to shift its 
business emphasis and focus away from higher volume, lower 
margin business (involving a lesser value added component 
in the form of fabrication, processing or other services) 
and more towards a lower volume, higher margin business 
(involving a greater value added component in the form of 
fabrication, processing, delivery or other services).  As a 
result of these changes, a significant amount of Cd'A's 
revenue is currently generated by the value added and 
service aspects of this business.
In October 1993, Cd'A made a significant acquisition of 
assets when it purchased property for distribution options 
for approximately $1,150,000, with the seller providing 
most of the financing.  During September, 1995, 
construction began on a new facility at the same location 
to house the fabrication and processing business.  A 
construction loan from the Seafirst bank in the amount of 
$1,678,728 was used to pay off the seller provided 
financing and provide 75 percent of the cost of 
construction.  In September, 1996, the facility was 
complete and the business relocated.  During August, 1996, 
construction began to remodel and enlarge the office space 
located on the same property.  The total cost was 
approximately $262,000.  The project was completed December 
1996. See Items 2 and 6.
(b)  NARRATIVE DESCRIPTION OF BUSINESS.
	Cd'A is based in Spokane, Washington and conducts its 
operations in two separate facilities located at 3900 E 
Broadway in Spokane, Washington. The fabrication and 
processing operations generally consist of the custom 
production of finished metal structures or products (or 
components thereof) in accordance with a customer's 
specifications.  The fabrication and processing operations 
include activities such as cutting, bending, drilling, 
riveting, welding, assembling.  The items produced by the 
fabrication and processing operations vary depending upon 
the nature of a customer's order, but in the past have 
included such items as baghouses (which trap emissions from 
factories or other manufacturing facilities), crucibles, 
potshells and liners for aluminum, magnesium or other metal 
producers, slurry impellers for industry and structural 
metal supports for highway signs.  The distribution 
operations generally consist of the resale of stock metal 
materials purchased from mills with further processing or 
other services, such as cutting, bending, burning, or 
sawing stock metal materials to a customer's specifications 
(component parts) or delivery to a customer's location.  
Metal materials in various types, grades, shapes and sizes 
are sold by the distribution operations, including such 
items as beams, bars, plates, sheets, angles, tubes, pipes, 
gratings and decorative iron.  The distribution operations 
are referred to in the industry and sometimes referred to 
herein as a steel service center.
	Cd'A is not dependent on a single supplier or a small 
number of suppliers. Over time, it has purchased from 
domestic mills, foreign mills or a combination thereof, 
depending upon mill prices, transportation costs and 
foreign currency exchange rates.
    	Cd'A's customers are primarily industrial in nature.  
Although the mix of Cd'A's customers varies over time, a 
substantial portion of Cd'A's sales in the recent past has 
been to customers engaged in the agriculture, lumber, 
construction, mining, metal producing, or other 
manufacturing industries.
Since there is turnover among Cd'A's customers (especially 
in the fabrication and processing business which is on a 
job to job basis and often involves relatively large jobs), 
over any given period, the business of a few customers may 
represent a significant portion of Cd'A's business.  In 
fiscal 1997 and 1996 one customer amounted to 12% and 16% 
respectively of total sales.  The loss of this large 
customer could have a significant adverse effect on the 
immediate business of Cd'A especially in those situations 
where it resulted in the loss of large fabrication and 
processing jobs which had already been awarded to Cd'A. The 
turnover among customers, however, means that any such 
adverse effect on the business of Cd'A over the longer term 
will be more attenuated.  Nonetheless, it is still 
important for Cd'A to retain any such large customers. The 
primary market area served by Cd'A is the Pacific 
Northwest.  Although the market area also fluctuates 
somewhat over time, currently the biggest market area in 
terms of sales is the Inland Northwest (Eastern Washington, 
Northern Idaho, Northeastern Oregon and Western Montana).  
The geographical market area of Cd'A is somewhat 
constrained by high relative transportation costs 
associated with delivery to customers of products it sells.  
The transportation cost component, however, is a more 
significant factor for the steel service center operations 
than for the fabrication and processing operations because 
of the higher value added component and potential for 
higher margins in the fabrication and processing business.  
Cd'A markets its products throughout the Inland Northwest 
through sales representatives who cover this territory.
      Cd'A's steel service center business faces stiff 
competition, both from other steel service centers (mainly 
those located in or near Cd'A's market area due to 
transportation costs) and, for larger orders not requiring 
additional processing or other services, from the mills 
themselves (not necessarily limited to those located in or 
near Cd'A's market area since transportation costs from the 
mill to Cd'A and from Cd'A to the customer may be 
approximately the same as transportation costs from the 
mill directly to the customer).  Cd'A's fabrication and 
processing business also faces stiff competition from other 
fabrication and processing businesses, primarily those 
located in the West and Midwest but also to a lesser but 
recently increased extent, those located in other areas of 
the United States.  Again, transportation costs somewhat 
constrain the size of the geographical market area for 
competing fabrication and processing operations, although 
as mentioned above this is a less significant factor than 
for steel service center operations.  Relatively high 
transportation costs have not had and are not anticipated 
to have, a significant impact on Cd'A's operations because, 
as mentioned above, the competition in the area generally 
is faced with the same costs.  In addition, to the extent 
that the fabrication and processing business market has 
been in Western Washington where much of the competition is 
located, the cost of living and therefore labor rate 
differentials generally were enough to offset the higher 
transportation cost of Cd'A.
      Cd'A's steel service center business has larger 
working capital requirements than the fabrication and 
processing business.  Cd'A is required to carry significant 
amounts of inventory (generally three to four months worth) 
in the steel service center business in order to provide 
just-in-time delivery for its customers.  Although Cd'A 
provides rights to return materials, materials returned to 
Cd'A after sale for reasons other than quality of product 
or service are subject to a restocking charge.  Cd'A 
experiences a very limited amount of returned goods.  
Customer payment terms are primarily net 30 days.  Ten day 
payment discounts are offered to some customers.  The 
fabrication and processing business requires much smaller 
working capital for work in process inventory.
      Both the steel service center business and the 
fabrication and processing business are dependent on local, 
regional and, to a lesser extent, national economic 
conditions.  The cyclical nature of these businesses makes 
it necessary for Cd'A to constantly watch the economic 
indicators in order to adjust capacity and inventory 
appropriately.  Failure to anticipate a downturn or upturn 
can have a negative effect on earnings and cash flows 
because capacity and inventory may be too high in a 
downturn resulting in a higher cost structure and increased 
cash flow pressures and too low in an upturn resulting in 
lost sales.
      Cd'A has generally not experienced a material 
seasonal effect on its business.  The company's two major 
areas of business, steel distribution and steel fabrication 
and processing are somewhat counter cyclical.  
      Cd'A has no material patents, trademarks, licenses, 
franchises, concessions or royalty agreements.  Cd'A 
fabrication and processing business had a labor contract 
with Ironworkers Local #506 which expired August 1995.  The 
Company continued to apply the terms and conditions of the 
expired contract while attempting to negotiate a new, 
mutually agreeable contract.  In December 1996 the 
employees who were members of the Ironworkers union elected 
to decertify and are no longer covered by a labor contract.   
Cd'A also had a labor contract with Teamsters Local #582 
which expired in April 1995.  Following the Ironworkers 
decertification, in June 1997, the Teamsters Local #582 
disclaimed recognition of a bargaining unit at Cd'A.  There 
are currently no employees covered by a labor contract.      
Various environmental laws and regulations apply to Cd'A's 
operations.  Cd'A is not aware of any environmental law or 
regulation claim by any governmental authority or 
regulatory body with which it has not complied.  At this 
time, it is not expected that federal, state or local 
environmental laws or regulations will have a material 
adverse effect on the capital expenditures, earnings or 
competitive position of Cd'A.  Cd'A has not made any 
material capital expenditures for environmental control 
facilities during the current or prior two fiscal years, 
nor is it currently anticipated that Cd'A will make any 
material capital expenditures for environmental control 
facilities during the next fiscal year.
	Cd'A is not aware of any existing or probable 
governmental regulations which would have a material 
adverse effect on Cd'A's business.
	Cd'A currently has 69 total employees (46 in the steel 
service center business and 23 in the fabrication and 
processing business).  
ITEM 2.   DESCRIPTION OF PROPERTY.
Cd'A conducts its operations out of two facilities located 
at 3900 E Broadway in Spokane WA.  Each of the two 
facilities is approximately 42,150 square feet for a total 
of approximately 84,300 sq ft.  The fabrication and 
processing business occupies approximately 30,000 square 
feet in the most recently constructed building, with the 
steel service center business occupying the remaining 
54,300 square feet.  The property was purchased by Cd'A in 
October 1993 with approximately 45,000 square feet of 
building including approximately 3,000 square feet of 
office space.  An additional 42,150 square foot facility 
was added during the fiscal year ended September 1996.  
During the first quarter of the fiscal year ended September 
1997, an additional 3,050 sq. ft. of office space was added 
to the existing office space.
	The facilities have a first lien in favor of a bank 
securing a promissory note in the amount of approximately 
$1,924,000 September 27, 1997 and a second lien in favor of 
the holders of convertible debentures in the amount of 
$128,000.  See item 5 and 6.
ITEM 3.   LEGAL PROCEEDINGS.
Cd'A is not a party to any material pending legal 
proceedings, nor is any of its property subject to any 
material pending legal proceedings.
ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY 
HOLDERS.
No matters were submitted to a vote of security holders 
during the fourth quarter of the last fiscal year through 
solicitation of proxies or otherwise. 
PART II
ITEM 5.   MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER 
MATTERS.
    (a)   MARKET FOR COMMON STOCK.  Although the common 
stock of Cd'A, having no par value, is traded on the over-
the-counter market based in Spokane, Washington, there is 
currently no established public trading market for Cd'A 
Common Stock. Since July 1, 1993, Cd'A Common Stock has 
been traded on this over-the-counter market, with the 
primary basis consisting of limited quotations by Sandberg 
Securities and Empire Securities, two securities broker-
dealers based in Spokane, Washington.  The range of high 
bid and low bid quotations for Cd'A Common Stock, by 
quarters, for the period beginning October 1, 1995 through 
September 30, 1997 are set forth in dollars per share 
below:
						1997      	1996
                             	High - Low 	High - Low
July 1 - September 30        	$.20 - $.20   	$.15 - $.16
April 1 - June 30            	$.20 - $.20   	$.15 - $.15
January 1 - March 31         	$.20 - $.17   	$.15 - $.15
October 1 - December 31      	$.17 - $.15   	$.15 - $.15

The source of the above quotations is the Spokane over-the-
counter listing, and the above quotations reflect inter-
dealer prices, without retail mark-up, mark-down or 
commission and may not necessarily represent actual 
transactions. In addition, the lack of an established 
public trading market for Cd'A Common Stock should be kept 
in mind in reviewing the above quotations.  The prices 
shown are reflective of limited transactions.
     	(b)  HOLDERS.  As of December 1, 1997, there were 
approximately 1,220 holders of record of Cd'A Common Stock.
(c)	DIVIDENDS.  In the last two fiscal years, Cd'A has not 
declared or paid any dividend on Cd'A Common Stock.  Cd'A 
is restricted under the terms of its bank loan agreement 
from paying dividends in an amount greater than 10% of net 
income without the prior approval of the bank lender.
ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
CONDITION OR PLAN OF OPERATIONS.
	THE FOLLOWING DISCUSSION OF THE FINANCIAL CONDITIONS 
AND RESULTS OF OPERATIONS OF THE COMPANY SHOULD BE READ IN 
CONJUNCTION WITH THE COMPANY'S FINANCIAL STATEMENTS AND 
NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT.
	This report contains forward-looking statements 
regarding, among other items, anticipated trends in the 
Company's business.  These forward-looking statements are 
based largely on the Company's expectations and are subject 
to a number of risks and uncertainties, certain of which 
are beyond the Company's control.  Actual results could 
differ materially from these forward-looking statements as 
a result of the factors described elsewhere herein, 
including, among others, regulatory or economic influences.  
In light of these risks and uncertainties, there can be no 
assurance that the forward-looking information contained in 
this Report will in fact transpire or prove to be accurate.
LIQUIDITY AND CAPITAL RESOURCES
The Company anticipates that it will continue operating the 
steel distribution business much as it has for the past two 
years during the twelve month period beginning September 
29, 1997 and ending September 26, 1998.  Gross margins as a 
percent of sales will be comparable to the year just ended.  
The economic climate in the Company's market area is 
similar to last year, allowing Cd'A to anticipate fairly 
strong demand for its distribution products and a 
relatively weak demand for fabrication projects.
	During October 1993, the Company purchased the real 
estate occupied by the Steel Service Center business and 
sold convertible debentures in a private placement in order 
to raise the down payment.  The purchase price of the 
property was $1,150,000 with the seller initially carrying 
a note for $950,000.  The convertible debenture offering 
was for $250,000 with $200,000 used for the down payment 
and $50,000 used to purchase computer hardware.  Interest 
accrues on the outstanding balance of the debentures at the 
rate of 9-1/4%.  The debentures are due on October 31, 1998 
and are secured by a second lien on the real estate.  The 
debentures allow the holder to convert in whole or in part 
to Cd'A Common stock after October 31, 1994.  The initial 
conversion price was $.125 per share of Cd'A common stock.  
On November 1 in each of 1995, 1996 and 1997, the 
conversion price is increased by an amount equal to 20% of 
the initial conversion price.  On October 30, 1995, 
$122,000 of the debentures were converted at the initial 
conversion price of $.125 per share resulting in 976,000 
additional shares of common stock issued and outstanding.  
The Company may, at its option, call any or all of the 
outstanding debentures for redemption after January 2, 
1994.
	During September 1995, the Company began construction 
on an additional facility located on the property next to 
the steel service center.  The Company obtained a 
construction loan from a bank which was used to finance the 
construction and repay the remaining balance of the note 
payable to the seller.  The construction loan was converted 
to a permanent loan with a twenty year amortization period 
and a ten year balloon payment.  The agreement allows the 
Company to choose a fixed or variable rate of interest.  
The rate at September 27, 1997 (8.75%) is variable at 2.75% 
calculated at 2.75% over the LIBOR index rate.  The loan is 
secured with a first lien on the property.
	In September, 1997 the Company borrowed additional 
funds to purchase a new 1/2"X12' Cincinnati shear.  A bank 
has provided an equipment loan in the amount of $250,000 to 
purchase the shear and some crane improvements.  The loan 
requires interest only payments until April 1998 and the 
interest rate is 1/2% over the bank's prime rate.  The loan 
is collateralized by equipment.  The amount advanced on the 
note as of September 27, 1997 was $195,000.  It is 
convertible to a long-term note with a 7 year amortization 
in April 1998.  It is the Company's intention to convert 
the note to a long-term note.
	Cd'A plans to continue to expend very limited research 
and development funds to market a tarping system primarily 
for use on railroad cars.  The design is intended to 
withstand all kinds of weather and travel conditions.  
After several revisions from the initial concept, two tarps 
are currently in their third year of use on Union Pacific 
railroad cars.  Interest in the tarps continues to 
increase, but the ownership of the railroad cars by an 
entity other than the party interested in the tarps 
continues to impede the Company's marketing effort.  
Management estimates that an additional $5,000 will be 
spent to adapt the concept to the trucking industry where 
the customer will be obvious.  The financing for the 
project will come from internally generated funds.  This 
project was scheduled for the last fiscal year, but was put 
off until the current year. 
	In fiscal 1997, the Company financed its operations 
primarily with cash flows from operating activities and 
borrowings under the operating line of credit.  During the 
year ended September 27, 1997, cash decreased by 
approximately $21,000.
	The Company's cash flows provided by operating 
activities were $45,000 in fiscal 1997 and $198,000 in 
fiscal 1996.  Cash flows provided by operating activities 
in fiscal 1997 were primarily impacted by net income of 
$125,000, adjusted by depreciation of $200,000 as well as a 
decrease in inventories of $446,000 which resulted in 
reductions in trade payables of $433,000.  Cash flows 
provided by operating activities in fiscal 1996 were 
primarily the result of $290,000 net income, adjusted by 
depreciation of $148,000, $189,000 increase in accounts 
receivable, $413,000 increase in inventories along with 
$313,000 increase in accounts payable.
	Cash flows used by investing activities during fiscal 
1997 consisted of $525,000 in additions to property and 
equipment partially offset by proceeds from equipment sales 
of $140,000.  During fiscal 1996 additions to property and 
equipment were $1,376,000.  Long term bank borrowings of 
$466,000 in fiscal 1997 and $1,051,000 in fiscal 1996 were 
the primary source of funding for the capital acquisitions 
for both years.
	Working capital at September 27, 1997, of 
approximately $1,885,000 increased by approximately 
$248,000 over $1,637,000 for the prior year.  The increase 
is primarily the result of decreased inventories requiring 
lower trade payables and prior year borrowings on the 
operating line to finance the office construction converted 
to long term debt.
	Cd'A is very dependent on external sources of funding 
in the forms of operating lines of credit and long term 
property and equipment loans.  As of the end of the fiscal 
year ended in September 1997, Cd'A has an operating line of 
credit in the amount of $1,850,000 at the Seafirst Bank.  
The operating line expires April 1, 1998.  In the event 
that it is not possible to renew the operating line, it 
would be necessary for Cd'A to raise capital through stock 
issuances, bond sales or other available means.  
Management, however, does not anticipate a significant 
problem in renewing the operating line next April on 
substantially the same terms and conditions as the current 
line.
NEW ACCOUNTING PRONOUNCEMENTS
	In February 1997, the Financial Accounting Standards 
Board (FASB) issued Statement of Financial Accounting 
Standards (SFAS) No. 128, "Earnings per Share," which 
establishes standards for computing and presenting earnings 
per share and applies to entities with publicly held common 
stock.  SFAS No. 128 is effective for financial statements 
for periods ending after December 15, 1997, and requires 
restatement of all prior-period earnings per share data 
presented.
	In February 1997, the FASB issued SFAS No. 129 
"Disclosure of Information about Capital Structure" which 
clarifies disclosure rules about such items as right and 
privileges of debt and equity securities, dividend and 
liquidation preferences, participation rights and call 
prices.  It also requires that liquidation preferences be 
shown on the face of the balance sheet.  SFAS No. 129 is 
effective for financial statements for period ending after 
December 31, 1997.  
	In June 1997, the FASB issued SFAS No. 130,  
"Reporting Comprehensive Income," which requires the 
disclosure of comprehensive income and requires the 
presentation of a reconciliation for net income to the 
change in equity of the business during the year arising 
due to transactions from nonowner sources.  SFAS No. 130 is 
effective for financial statements for periods beginning 
after December 15, 1997.
	In June 1997, the FASB issued SFAS No. 131 
"Disclosures about Segments of an Enterprise and Related 
Information" which supersedes SFAS No. 14, "Financial 
Reporting for Segments of a Business Enterprise" and 
establishes standards for the way that public companies 
report information about operating segments in annual 
financial statements and requires reporting of selected 
information about operating segments in interim financial 
statements issued to the public.  It also establishes 
standards for disclosures regarding products and services, 
geographic areas and major customers.  SFAS No. 131 defines 
operating segments as components of a company about which 
separate financial information is available that is 
evaluated regularly by the chief operating decision maker 
in deciding how to allocate the resources and in assessing 
performance.  SFAS No. 131 is effective for financial 
statements for periods beginning after December 15, 1997 
and requires comparative information for earlier years to 
be restated.
	None of the foregoing pronouncements is expected to 
have a material effect on the Company's financial statement 
presentation.
RESULTS OF OPERATIONS
	The following table sets forth for the periods 
indicated the percentage of revenues represented by certain 
items reflected in the Company's statements of income:
                     								Year Ended 
							                     	September
					                   	27,1997			28,1996

Net Sales					           100.00%			100.00%
Cost of Sales				         73.86% 		 71.86%
Gross Profit				          26.14% 		 28.14%
Selling, General & 
Administrative Expense	 	 23.43%		 	 24.43%
Operating Income			       2.71% 	  	  3.71%
Interest Income			         .21%    	   .18%
Interest Expense			      (2.35)%  		 (1.67)%
Other Income				           .83% 	  	  1.16%
Income Before Income 
     Taxes                1.40% 	 		  3.38%
Income Tax Expense			      .43%  			  1.06%
Net Income				             .97%   		  2.32%

Fiscal 1997 Compared To Fiscal 1996
Net sales increased 3% to $12,859,000 in fiscal 1997 from 
$12,499,000 in fiscal 1996.  A 22% decrease in the 
fabrication and processing sales almost offset a 11% 
increase in the sales of the distribution business.  During 
fiscal 1997, the fabrication and processing sales of 
$2,339,000 represented 18% of the total Company's sales and 
the distribution sales of $10,520,000 represented 82% of 
the total sales.  The comparable figures for fiscal 1996 
are fabrication and processing sales of $2,995,000 at 24% 
of total sales and distribution sales of $9,504,000 
representing 76% of total sales.  The decrease in 
processing and fabrication sales was the result of large 
capital expenditure curtailments on the part of a few 
significant customers.  The restricted spending is likely 
to continue during at least the first quarter of the 
current fiscal year.  The increase in the steel 
distribution business revenues was primarily the result of 
increased service in an expanded delivery area.  Total tons 
sold by the distribution business increased by 12% during 
fiscal 1997 over fiscal 1996.
	Cost of sales as a percentage of net sales at 74% for 
fiscal 1997 was a full two percentage points higher than 
72% for fiscal 1996.  The increase in cost of sales as a 
percentage of revenues is due to a combination of two 
factors.  First, the fabrication and processing sales had 
special non-recurring higher margin projects for a customer 
in fiscal 1996 which was completed early in the 1997 fiscal 
year.  Cost of sales for the fabrication and processing 
business were 67% for the 1997 fiscal year and 62% for the 
1996 fiscal year.  Second, the mix of sales was more 
heavily weighted by the steel distribution business in 
fiscal 1997.  Historically the fabrication business 
commands a higher gross margin than the distribution sales 
because of the increased "value added" component.  Cost of 
sales for the distribution business were 75% in fiscal 1997 
and 76% for fiscal 1996.
	Selling, general and administrative expenses decreased 
by approximately $40,000 during fiscal 1997 compared to 
fiscal 1996.  The decrease of 1% reflects the fact that 
fiscal 1997 operations were slightly less disrupted by the 
inefficiencies of working around the construction project 
than the fiscal 1996 operations.
	Interest expense increased $92,000 to $301,000 during 
the 1997 fiscal year from $209,000 for the 1996 fiscal 
year.  The increase reflects additional debt incurred 
during late fiscal 1996 and early fiscal 1997 to finance 
the construction of new and expanded facilities.
	Other income decreased from a level of $145,000 in 
fiscal 1996 to $106,000 in fiscal 1997.  The decrease is 
the result of a business interruption claim settlement in 
fiscal 1996 which was not repeated in fiscal 1997.
	Income tax expense of $55,000 for fiscal 1997 compares 
to $133,000 for fiscal 1996.  The effective tax rate of 
30.46% was only slightly lower for fiscal 1997 than the 
31.37% rate for fiscal 1996.
	At September 27, 1997, the company has a deferred long 
term tax liability of $65,000 resulting primarily from the 
use of accelerated methods of depreciation of fixed assets 
offset slightly by a long term tax asset due to a net 
operating loss carryover. A valuation allowance has been 
established to the extent the Company believes it is more 
likely than not that the net operating loss tax advantage 
will not be realized.   The Company also has a short term 
deferred tax asset of $46,000 resulting from vacation 
accrual and allowance for bad debts.
	Various factors discussed above resulted in a net 
income for the fiscal year ended in September 1997 of 
$125,000 compared to $290,000 for the year ended in 
September 1996.
	During the past several years, Cd'A has made 
significant changes in the structure of its operations in 
response to changing market conditions: the shift in 
business emphasis to lower volume, higher margin business, 
the physical reorganization of its operations along 
business line (fabrication and processing versus 
distribution), the addition of more efficient equipment and 
the utilization of property owned by the Company to replace 
leased premises.  During the 1996 fiscal year the Company 
moved the fabrication and processing business to the same 
location as the distribution business which is a major 
supply source.  The move will make the operations more 
efficient and eliminate the need for duplicate equipment.  
Management believes that this step in the reorganization 
process now allows the Company to take advantage of the 
counter cyclical nature of the two business lines without 
requiring duplicate handling and overhead necessitated by 
the distance which separated the two businesses.  
Management believes that the distribution business will 
continue to experience moderate to strong demand throughout 
the 1998 fiscal year.
	The fabrication and processing business will continue 
to develop its market niche and expand its customer base.  
However, the near term outlook for the current customer 
base indicates continuing lower demand.  In order to 
diversify a little further, the fabrication business has 
become a dealer for Demag cranes and R and S slat (roll up) 
doors.  Neither of these business lines require a 
significant inventory of products.  The customers tend to 
be the same as those which use fabricated products and 
offers the advantage of introduction to a different set of 
buyers within these companies.
ITEM 7.   CONSOLIDATED FINANCIAL STATEMENTS.
     See the Consolidated Financial Statements beginning on 
page 22.
INDEX TO FINANCIAL STATEMENTS
Audited Consolidated Financial Statements
     Report of Independent Certified Public Accountants
     Consolidated Balance Sheets
     Consolidated Statements of Income Consolidated 
Statements of Stockholders'
     Equity Consolidated Statements of Cash Flows
     Summary of Significant Accounting Policies Notes to 
Consolidated Financial
     Statements
ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON 
ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
PART III
ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND 
CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE 
EXCHANGE ACT.
(a) DIRECTORS AND EXECUTIVE OFFICERS.  THE FOLLOWING TABLE 
SETS FORTH THE DIRECTORS AND EXECUTIVE OFFICERS OF CD'A.
									
Name					                Age  Position			     Period 
Service
Commenced
Jimmie T.G. Coulson 	    64   Director,			    Jan. 1976
6203 S. Corkery Ext.          President,		    Jan. 1982
Spokane, WA  99223			         Chief Exec Off  Jan. 1982

Marilyn A. Schroeder     46  	Director,	 	    Dec. 1991
N. 15406 Lloyd Lane          	Treasurer,	    	Jan. 1982
Mead, WA  99021              	Chief Fin Off.		Jan. 1982
                             	Secretary			    May  1994

Wendell J. Satre  		     79  	Director       	Mar. 1989
39 W. 33rd
Spokane, WA  99203

Robert Shanewise, M.D.	  75	  Director 	     	Mar. 1989
921 W. Comstock Ct.
Spokane, WA  99203

Lawrence A. Stanley		    69	  Director	     		Feb. 1997
311 W. 32nd Ave.
Spokane WA  99203

Lawrence A. Coulson		    39	  Vice-President		Jan. 1990
5611 S. Corkery Road
Spokane WA  99223

Joel E. Simpson		        40	  Vice-President		Aug. 1995
1306 E. Sara Lane
Spokane WA  99223

	Mr. Coulson has been a director of Cd'A since January 
1976 and president and chief executive officer of Cd'A 
since January 1982.  He is also a director and president of 
Union Iron Works, Inc., of Spokane (dba Cd'A Stock Steel), 
which is a wholly-owned subsidiary of Cd'A.  Mr. Coulson 
also is a director of Inland Northwest Bank, a publicly-
held bank based in Spokane, Washington.  He serves as the 
Steel Service Center Institute governmental affairs 
immediate past chairman. 
 	Ms. Schroeder has been treasurer and chief financial 
officer of Cd'A since January 1982, a director of Cd'A 
since December 1991 and secretary since May 1994. She also 
serves as chairman of the board of directors of Associated 
Industries of the Inland Northwest.
	Mr. Satre has been a director of Cd'A since March 
1989.  He is a retired chairman and CEO of Washington Water 
Power.  He also is a director and chairman of Output 
Technology Corporation, president and chairman of the Board 
of Directors of Consolidated Electronics, Inc. and a 
director of Key Tronic Corporation where he served as 
acting president from August 1991 to March 1992.
	Dr. Shanewise has been a director of Cd'A since March 
1989.  Dr. Shanewise has been an orthopedic surgeon for 
Orthopedic Associates, Inc., from 1955 to present. He also 
was a director of Conjecture from 1979 to February 1993 and 
president of Conjecture from 1987 to the merger date of 
February 2, 1993 with The Coeur d'Alenes Company.  Dr. 
Shanewise is owner of Moran Vista Assisted Living Facility. 
	Lawrence A. Stanley is currently CEO of Empire Bolt 
and Screw, Inc.; a Director of Washington Water Power 
Company; Output Technology Corporation, a manufacturer of 
high speed printers for industry; and CXT, Inc. a 
prestressed concrete manufacturer.  He is past Chairman of 
the Association of Washington Businesses and the Spokane 
Area Chamber of Commerce.
	Lawrence Coulson has been the General Manager at Stock 
Steel since September 1986 and a Vice-President since 
January 1990.  Lawrence is a certified credit executive 
(C.C.E.) and Director of the National Association of Credit 
Management Inland Northwest.  Lawrence is also the 
immediate past President of the Spokane Chapter of the 
Steel Service Center Institute.  Lawrence has a Masters 
Degree in Business Administration from Gonzaga University.
	Joel E. Simpson has been employed at The Coeur 
d'Alenes Company since 1979. Joel became Merchandise 
Manager in 1985, Steel Service Center Manager in 1988, 
General Manager of the Industrial Fabrication Division in 
1993 and Vice-President of Cd'A in 1995.  He served as 
President of the Steel Service Center Institute, Spokane 
chapter from 1989 to 1992 and is currently on the Spokane 
Economic Development Council's Workforce Development 
Committee.  Joel has an MBA degree from City University.
Each of the directors of Cd'A serve until his or her 
successor is duly elected at the next annual shareholder 
meeting of Cd'A or until his or her earlier resignation, 
removal or death.
     (b) COMPLIANCE WITH SECTION 16(A) OF EXCHANGE ACT.
Based solely upon a review of Forms 3, 4 and 5 and 
amendments thereto furnished to the Company with respect to 
the last fiscal year, Cd'A is not aware of any failure to 
file any of such Forms during the last fiscal year or prior 
years by any person who, at any time during the last fiscal 
year, was a director, officer, or a beneficial owner of 
more than 10 shares of Cd'A Common Stock.  Two Forms 4 for 
Jimmie Coulson and Marilyn Schroeder were filed three weeks 
late.
ITEM 10.   EXECUTIVE COMPENSATION.
<TABLE>
<S>			              	<C>	  <C>     	     <C>			       <C>     <C>
Name & Principal					      Other         Annual 				
Position		          	Yr    Salary<F1>	   Compensation	Bonus	  Total
Jimmie Coulson      	97    $102,577<F2>	 $0	         	0	      $102,577
President, CEO      	96    $102,088<F2> 	$52,716   	 	0	      $154,804
                 		  95   	$105,953<F2>	 $37,572     	0      	$143,525
</TABLE>
<F1>  Based upon salaries paid or accrued during fiscal 
years ended September 27, 1997,
September 28, 1996 and September 30, 1995.  There are no 
employees other than the CEO who receive compensation in 
excess of $100,000 annually.
<F2>  Includes contribution to employee profit-sharing and 
401(k) plan  ("the plan") of $2,054 in 1997, $2,016 in 1996 
and $1,835 in 1995.  The plan is qualified under Section 
401 and 501 of the Internal Revenue Code of 1986.  All 
employees are eligible to participate after one year of 
service if they are 21 years of age or older and meet the 
minimum hours worked requirement.  The plan is funded by 
discretionary contributions determined by the Cd'A Board of 
Directors and as of July 1, 1993, by a 25% match to 
employee contributed funds to a maximum of 6% of salary.  
The profit-sharing contributions are allocated to 
participants based on the participants salary as a 
percentage of total salaries of all participants.  Vesting 
occurs on an incremental basis between the third and 
seventh year of service.  No distributions were made to any 
executive officer during the last three fiscal years except 
as required to refund any excess deferrals.
ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS 
AND MANAGEMENT.
     (a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS.
     The following table sets forth the beneficial 
ownership of Cd'A Common Stock as of December 1, 1997 by 
each person known by Cd'A to be a beneficial owner of 5% or 
more of Cd'A Common Stock.  As of such date, a total of 
5,353,450 shares of Cd'A Common Stock were outstanding.  
This disclosure is made pursuant to certain rules and 
regulations promulgated by the Securities and Exchange 
Commission and in certain instances the number of shares 
shown as being beneficially owned may not be deemed to be 
beneficially owned for other purposes.
<TABLE>
<S>		          	<C>				                 	<C>			             	<C>
Title of	      	Name and Address		    	  Amount and 
Class           Of Beneficial Owner		    Nature of 
                                         Beneficial	          Percent
									                                Ownership		          of Class
Common Stock   	Jimmie T.G. Coulson<F1>
               	6302 S. Corkery Road
               	Spokane WA  99223       	2,060,747	         		38.49

Common Stock   	Arlene C. Coulson        
               	4010 East 80th
               	Spokane WA  99223	         646,098         			12.07

Common Stock   	Lawrence A. Coulson<F2>
               	South 5711 Corkery Road
               	Spokane WA  99223	         310,177		         	 5.79

Common Stock   	Ingersoll Rand Company
               	91 New England Avenue
               	Piscataway NJ  08854	   	  272,795          		 5.10
</TABLE>
<F1>  The amount and percentage shown in this table as 
beneficially owned by Mr. Coulson includes 403,421 of the 
646,098 shares which are also shown in this table as 
beneficially owned by Arlene C. Coulson. Arlene Coulson is 
the record owner of these 403,421 shares, but pursuant to a 
property settlement agreement (i) Mr. Coulson has the right 
to vote these shares (or Arlene Coulson's right to vote 
these shares is limited) in certain circumstances and, (ii) 
Mr. Coulson has a first right of refusal to acquire these 
shares in the event of a third party's offer to purchase 
them on certain terms.  This table should be read taking 
into account that these 403,421 shares are shown as 
beneficially owned by both Arlene Coulson and Mr. Coulson.  
Mr. Coulson disclaims beneficial ownership of these 403,421 
shares.
<F2>  Lawrence Coulson is the son of Jimmie Coulson
     (b)   SECURITY OWNERSHIP OF MANAGEMENT.
     The following table sets forth the beneficial 
ownership of Cd'A Common Stock as of December 1, 1997 by 
each director and executive officer of Cd'A, named 
individually, and all directors and executive officers of 
Cd'A as a group, without naming them.  This disclosure is 
made pursuant to certain rules and regulations promulgated 
by the Securities and Exchange Commission and in certain 
instances the number of shares shown as being beneficially 
owned may not be deemed to be beneficially owned for other 
purposes.
<TABLE>
<S>		          	<C>					                   <C>			                 	<C>
Title of       	Name and Address of       	Amount and Nature of    Percent of
Class          	Beneficial Owner          	Beneficial Ownership	   Class 
Common Stock   	Jimmie T.G. Coulson
               	6302 S. Corkery Road
               	Spokane WA  99223         	2,060,747             		38.49*
Common Stock	   Lawrence A. Coulson				      
			             5711 S. Corkery Road
			             Spokane WA  99223	       		  310,177              	 5.79
Common Stock   	Marilyn A. Schroeder
           		   N. 15406 Lloyd Lane
           		   Mead WA  99021			            103,525                1.93
Common Stock	   Wendell J. Satre
		              39 West 33rd Ave
               	Spokane WA  99203			            	389	               0<F2>
Common Stock   	Joel E. Simpson
           		   E. 1306 Sara Lane
           		   Spokane WA 99223          	    1,105                0<F2>
Common Stock   	Robert Shanewise, M.D.
           		   921 W. Comstock Court
           		   Spokane WA  99203             96,809               1.81
Common Stock   	Lawrence A. Stanley
		              311 West 32nd
               	Spokane WA  99203       			      389                0<F2>
Common Stock   	All directors & executive
           		   officers as a group      		    
               		(7 persons) <F1>          2,573,141              48.07
</TABLE>
<F1>  The amount and percentage shown in this table as 
beneficially owned by Mr. Coulson and by all directors and 
executive officers as a group includes the 403,421 shares 
beneficially owned by Arlene Coulson which are referred to 
in footnote 1 to the preceding table.
<F2> Indicates less than 1% of outstanding shares of class.
      (c) CHANGES IN CONTROL.  Cd'A is not aware of any 
arrangements which may result in a change of control of 
Cd'A.  See also item 6 relating to convertible debentures 
issued in October 1993. 
ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The purchasers of the $250,000 aggregate principal amount 
of the Convertible Debentures sold and issued by Cd'A on 
October 29, 1993 and December 31, 1993, included the 
following persons and entities.  Jimmie T.G. Coulson 
(President, Chief Executive Officer and director) purchased 
$87,000 original aggregate principal amount of the 
Convertible Debentures.  A retirement account for the 
benefit of Robert P. Shanewise, M.D. (director of Cd'A) 
purchased $50,000 original aggregate principal amount of 
Convertible Debentures.  Lawrence A. Coulson (son of Jimmie 
T.G. Coulson) purchased $35,000.  CINV (a partnership whose 
partners are Jimmie T.G. Coulson, Lawrence A. Coulson and 
David A. Coulson, sons of Jimmie T.G. Coulson, each of whom 
has a one-third partnership interest) purchased $15,000.  
Ben Harney and Dorothy Harney (parents of Marilyn A. 
Schroeder, Treasurer and a director of Cd'A) purchased 
$13,000, Harry Yost and Ruth Yost (parents of Arlene 
Coulson) purchased $50,000. On October 31, 1995, the 
$87,000 purchased by Jimmie T. G. Coulson and the $35,000 
purchased by Lawrence Coulson were converted to common 
stock at a conversion price of $0.125 per share.
Cd'A has no parent Company.
PART IV
ITEM 13.   EXHIBITS, SCHEDULES, AND REPORTS ON FORM 8-K.
     (a)   EXHIBITS
Exhibit Index		
Page No.  Exhibit No.    Description of Exhibit
 43     		3.1<F2>		      Articles of Incorporation of Cd'A
 77	     	3.2<F2>		      Bylaws of Cd'A - Amendments to By-	
				                    	Laws dated 05/02/94
 97        10.1<F2>    	 Seafirst Bank - Commercial 		
					                    Security Agreements(Cd'A & Union 	
				                    	Iron Works) dated 03/27/95
               		        Seafirst Bank - Business Loan 	
					                    Agreement dated 03/24/97 (Cd'A)
               <F2>	    	Seafirst Bank - Promissory Notes 	
					                    dated 03/27/95 (Cd'A and Union 	
					                    Iron Works)
                         Seafirst Bank - Loan Modification 	
					                    Agreement dated 09/18/95 (Cd'A and 
					                    Union Iron Works)
		             <F2>	    	Seafirst Bank - Promissory Notes 	
					                    Dated 12/20/95, 9/17/96 Union Iron 
				                    	Works)
		             <F2>	    	Seafirst Bank - Deed of Trust, 	
					                    Security Agreement and Fixture 	
				                    	Filing With Assignment of Leases 	
					                    and Rents dated 12/20/95 (Cd'A)
		             <F2>    		Seafirst Bank - Construction Loan 	
					                    Agreement dated 12/20/9(Cd'A)
		             <F2>    		Seafirst Bank - Certificate and 	
					                    Indemnity Agreement Regarding 	
					                    Building Laws and Hazardous 		
				                    	Substances dated 12/20/95 (Cd'A)
		             <F2>     	Seafirst Bank - Agreement of 		
					                    Subordination dated 12/20/95 (Cd'A 
				                    	and Union Iron Works)
		             <F2>    		Seafirst Bank - Loan Modification 	
                     				and Additional Advance Agreement 	
                    					dated 11/21/96 (Cd'A)
          		   <F2>    		Seafirst Bank - First Amended and 	
                    					Restated Promissory Note dated 	
                    					11/12/96 (Cd'A)
          		   <F2>    		Seafirst Bank - Subordination 	
                    					Agreement dated 2/5/96 (Cd'A)
120        10.2<F2>     	Convertible Debentures due 1998 of 
				                    	Cd'A and related Deed of Trust 	
					                    dated October 29,1993 executed by 	
					                    Cd'A in favor of Stewart Title 	
				                    	Company of Spokane as Trustee for 	
                    					the benefit of the holder 		
                    					Convertible Debentures.  see 4.1  
235        10.6<F2>     	Adoption Agreement #003 401K 		
					                    Employee Profit Sharing Plan dated
			                    		04/30/93
           13.1<F2>    		Annual report to security holders
           18.1<F1>      Description of change in 		
			                    		accounting principles
267		 21  <F2>          	List of Subsidiaries

<F1> 	See Note 4 to Consolidated Financial Statements
<F2>  Previously filed with the Securities and Exchange 
Commission on Form 10-	 KSB for year ending September 
1994

     (b)  REPORTS ON FORM 8-K.
          None.

SIGNATURES
In accordance with Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the registrant caused this report to 
be signed on its behalf by the undersigned, thereunto duly 
authorized.
THE COEUR D'ALENES Company
Date:  December 19, 1997 By /S/ 	Jimmie Coulson
President, 
Chief Executive Officer
Director, (Principal 
Executive Officer)

Date:  December 19, 1997      By   /S/Marilyn A. Schroeder
                                   Treasurer and Director
(Principal Financial 
Officer and Principal 
Accounting Officer)

Date:  December 19, 1997      By   /S/Wendell J. Satre
                                   Director

Date:  December 19, 1997      By   /S/Robert P. Shanewise,
 M.D.
                                  	Director

Date:  December 19, 1997      By  	/S/Lawrence A. Stanley
                                  	Director
<PAGE>
Report of Independent Certified Public Accountants	
Financial Statements:
Consolidated Balance Sheets	
Consolidated Statements of Income	
Consolidated Statements of Changes in Stockholders' 
Equity	
	Consolidated Statements of Cash Flows	
	Summary of Accounting Policies	
	Notes to Consolidated Financial Statements	
Report of Independent Certified Public Accountants

The Coeur d'Alenes Company and Subsidiary
Spokane, Washington

We have audited the accompanying consolidated balance 
sheets of The Coeur d'Alenes Company and Subsidiary as of 
September 27, 1997 and September 28, 1996, and the related 
consolidated statements of income, changes in stockholders' 
equity and cash flows for the years then ended.  These 
financial statements are the responsibility of the 
Company's management. Our responsibility is to express an 
opinion on these financial statements based on our audits.  

We conducted our audits in accordance with generally 
accepted auditing standards.  Those standards require that 
we plan and perform the audit to obtain reasonable 
assurance about whether the financial statements are free 
of material misstatement.  An audit includes examining, on 
a test basis, evidence supporting the amounts and 
disclosures in the financial statements.  An audit also 
includes assessing the accounting principles used and 
significant estimates made by management, as well as 
evaluating the overall financial statement presentation.  
We believe that our audits provide a reasonable basis for 
our opinion. 

In our opinion, the consolidated financial statements 
referred to above present fairly, in all material respects, 
the consolidated financial position of The Coeur d'Alenes 
Company and Subsidiary at September 27, 1997 and September 
28, 1996, and the results of their operations and their 
cash flows for the years then ended in conformity with 
generally accepted accounting principles. 

November 13, 1997
<TABLE>
<S>							<C>			<C>
		September 27,	September 
28,			1997			1996		
						
Assets						
						
Current assets:						
	Cash and cash equivalents	$	89,495	$
	68,645		
Accounts and notes receivable, less allowance of 	  
$53,306 and $77,050 for doubtful accounts 
(Notes 2 and 3)		

 	1,240,996		

1,181,599		
	Inventories (Notes 1 and 2)	   2,342,671	
	2,788,654		
	Income taxes receivable (Note 6)    24,004		-	
	
	Deferred tax asset (Note 6)		 46,000	
	70,450		
						
Total current assets			   3,743,166	
	4,109,348		
						
Property and equipment (Notes 3 and 4):					
	
	Land							306,320	
	304,547		
	Building and leasehold 
improvements			   1,890,690	
	2,175,598		
	Machinery and equipment		   2,146,358	
	2,375,308		
	Vehicles						149,669	
	166,423		
	Office equipment				242,678	
	310,746		
						
							   4,735,715	
	5,332,622		
	Less accumulated depreciation	   1,400,291	
	2,235,079		
						
Net property and equipment		   3,335,424	
	3,097,543		
						
Other assets						 73,365	
	50,732		
						
						
							$  7,151,955	$
	7,257,623		

							September 27,	September 
28,		
 							1997			1996		
						
Liabilities and Stockholders' Equity					
	
						
Current liabilities:						
	Short-term bank borrowings 
(Note 2)				$    833,656	$
	863,477		
	Accounts payable				613,608	
	1,046,662		
	Accrued expenses				307,520	
	486,478		
	Current maturities of 
long-term debt (Note 3)		103,663	
	75,821		
						
Total current liabilities  		   1,858,447	
	2,472,438		
						
Deferred tax liability (Note 6)		 65,000	
	44,403		
Long-term debt, less current 
maturities (Note 3)			   2,393,822	
	2,031,406		
Long-term debt to related parties 
(Notes 4 and 9)	 		     128,000	
	128,000		
						
Total liabilities				   4,445,269	
	4,676,247		
						
Commitments and Contingencies 
(Notes 5, 7 and 8)						
						
Stockholders' equity (Note 4)						
	Common stock, no par, shares authorized 10,000,000; 	  
issued 5,357,373, and outstanding 5,353,561		
         1,186,192		
1,186,192		
	Retained earnings			    1,524,294	
	1,398,984		
						
 		    2,710,486	
	2,585,176		
	Less treasury stock, 
at cost; 3,812 shares		   3,800		
	3,800		
						
Total stockholders' equity		    2,706,686	
	2,581,376		
						
	$	7,151,955	
$7,257,623		

	September 27,	September 
28,		
Years ended	1997			1996		
						
Net sales						$  12,858,765	$
	12,498,993		
						
Cost of sales					    9,498,045	
	8,982,259		
						
Gross profit					    3,360,720	
	3,516,734		
						
Selling, general and 
administrative expenses		    3,012,712	
	3,052,693		
						
Operating income					 348,008	
	464,041		
						
Other income (expense):						
	Interest income				  27,012	
	22,594		
	Interest expense				(301,306	)
	(209,124	)	
	Other income					 106,485	
	145,391		
						
Net other expense					(167,809	)
	(41,139	)	
						
Income before income tax expense		 180,199	
	422,902		
						
Income tax expense (Note 6)			  54,889	
	132,673		
						
Net income						$125,310	$
	290,229		
</TABLE>						
						
Earnings per common and common 
  equivalent share (Note 9):						
	Primary					$	0.02	$	0.06		
	Fully diluted				$	0.02	$	0.05		
	Common Stock	Retained	Treasury Stock		
 	Shares		Amount	Earnings	Shares	
	Amount		
										
Balance, September 30, 1995	4,377,577	$	1,064,192	$
	1,108,755	3,796	$	3,796		
										
Net income	-		-		290,229	-		-	
	
										
Conversion of debentures into 	common stock	
976,000		
122,000		
-	
-		
-		
										
Treasury stock purchase	(16	)	-		-	16	
	4		
										
Balance, September 28, 1996	5,353,561		1,186,192	
	1,398,984	3,812		3,800		
										
Net income	-		-		125,310	-		-	
	
										
Balance, September 27, 1997	5,353,561	$	1,186,192	$
	1,524,294	3,812	$	3,800		


Increase (Decrease) in Cash and Cash Equivalents	
						
						September 27,	September 28,	
	
Years ended		1997			1996		
						
Operating activities:						
	Net income			$	125,310	$	290,229	
	
	Adjustments to reconcile net income to net cash 	 
	  provided by operating activities:			
			
		Depreciation		     199,739		147,663	
	
		Gain on disposal of 
property and equipment	(52,666)		 (2,888)	
		Provision for doubtful
 Accounts		  	  3,000		   -		
		Deferred tax provision 
(benefit) 		 45,047		(8,604)	
		Changes in assets and liabilities:				
			Receivables		(86,401)     (189,236)	
			Inventories		445,983	   (412,549)	
			Other assets		(22,633)	      4,853	
	
			Accounts payable	(433,054)     312,895	
	
			Accrued expenses	(178,958)      55,679	
	
						
Net cash provided by operating 
Activities				  45,367	    198,042	
	
						
Investing activities:						
	Additions to property and 
equipment				    (525)	(1,376,381)	
	Proceeds from sale of fixed 
assets				 140,324		8,740	
	
						
Net cash used in investing 
activities				(384,954)	(1,367,641)	

Increase (Decrease) in Cash and Cash Equivalents	
						
	September 27,	Sept 28,
 Years ended	1997			1996		
						
Financing activities:						
	Borrowings under line of 
credit agreements		13,121,040
	12,311,000		
	Repayments under line of 
credit agreements	     (13,150,861) 
(12,219,587)	
	Principal repayments of 
long-term debt			   (76,014)	  
(31,800)	
	Borrowings of long-term debt	   466,272	1,050,550	
	
	Purchase of treasury stock		-		(4	)	
						
Net cash provided by financing 
Activities				   360,437	1,110,159	
	
						
Net increase (decrease) in cash 
and cash equivalents		    20,850	  
(59,440)	
						
Cash and cash equivalents, 
beginning of year			    68,645	  128,085	
	
						
Cash and cash equivalents, 
end of year				$   89,495    $   68,645	
	
						
Supplemental Disclosure of Cash Flow Information:			
			
	Cash paid during the year for:					
	
		Interest				$  294,844	$220,163	
	
		Income taxes			$   23,700	$124,119	
	
						
	Noncash financing activities:						
		Conversion of 
debentures into 
common stock		$	-		$122,000	
	
		Repayment of debt with proceeds from issuance of 	
	 new debt	
$-			$878,178	
	


	Principles of Consolidation	The accompanying 
consolidated financial statements include the accounts of 
The Coeur d'Alenes Company  and its wholly-owned 
subsidiary, Union Iron Works, Inc. (collectively referred 
to as "the Company").  Union Iron Works, Inc. ("the 
Subsidiary") is doing business as Stock Steel.  All 
significant intercompany balances and transactions have 
been eliminated in consolidation.	
			
	Nature of Business	The Company is engaged in the 
distribution, processing and fabrication of steel and 
related products to customer specifications.  Most of the 
Company's business activity is with customers located 
within the Pacific Northwest.

During the years ended September 27, 1997 and September 28, 
1996, the Company had sales to a major customer of 
$1,569,679 and $1,949,000, respectively, which represent 
12% and 16% of net sales for those years.	
			
	Fiscal Year	The Company's fiscal year is a 52 or 53 
week period ending on the last Saturday in September.  
Fiscal 1997 and 1996 were 52 week years.	
			
	Cash and Cash Equivalents	For purposes of balance 
sheet classification and the statements of cash flows, the 
Company considers all highly liquid short-term investments 
having an original maturity of three months or less to be 
cash equivalents.	
			
	Inventories	Inventories are valued at the lower of 
cost or market.  Cost is determined by using the last-in, 
first-out (LIFO) method for processing and fabrication 
steel inventories.  The first-in, first-out (FIFO) method 
of pricing is used for all distribution and other 
inventories, which are composed primarily of steel service 
center stock.	
			
	Property, Equipment and Depreciation	Property and 
equipment are stated at cost.  Depreciation is computed 
using straight-line and accelerated methods over estimated 
useful lives of the assets which range from 3 to 39 years.	
			
			
			
	Revenue and Cost Recognition	Sales are recorded and 
customers are billed when products are shipped or projects 
are completed.  Costs of orders and projects are recorded 
in the same accounting period as related sales.	
			
	Income Taxes	The Company accounts for income taxes 
in accordance with the provisions of Statement of Financial 
Accounting Standards (SFAS) No. 109, "Accounting for Income 
Taxes".  SFAS No. 109 requires a company to recognize 
deferred tax assets and liabilities for the expected future 
income tax consequences of events that have been recognized 
in a company's financial statements.  Under this method, 
deferred tax liabilities and assets are determined based on 
the temporary differences between the financial statement 
carrying amounts and tax bases of assets and liabilities 
using enacted tax rates in effect in the years in which the 
temporary differences are expected to reverse.	
			
	Earnings Per Common Share	The primary earnings per 
common share is computed by dividing the Company's net 
income by the weighted average number of shares of common 
stock outstanding during the year. 

Earnings per share - assuming full dilution was determined 
on the assumptions that the convertible debentures were 
converted as of the first day the year and net earnings 
were adjusted for the interest expense on the debentures, 
net of its tax effect.	
			
	Management Estimates	The preparation of financial 
statements in conformity with generally accepted accounting 
principles requires management to make estimates and 
assumptions that affect the reported amounts of assets and 
liabilities and disclosure of contingent assets and 
liabilities at the date of the financial statements and the 
reported amounts of revenues and expenses during the 
reporting period.  Actual results could differ from those 
estimates.	
			
	Fair Value of Financial Instruments	The carrying 
amounts reported in the balance sheet as of September 27, 
1997 and September 28, 1996 for cash, accounts and notes 
receivables, short-term bank borrowings, accounts payable 
and accrued expenses approximate fair value because of the 
immediate or short-term maturity of these financial 
instruments.  The fair value of debt payable to related 
parties at September 27, 1997 and September 28, 1996 is 
approximately $146,000 and $145,000 based on the estimated 
fair value of the common stock into which the debt is 
convertible.  The carrying amount of long-term debt 
approximates its fair value as substantially all of the 
debt have interest rates which change with market interest 
rates.	
			
	New Accounting Pronouncements	In February 1997, the 
Financial Accounting Standards Board (FASB) issued 
Statement of Financial Accounting Standards (SFAS) No. 128, 
"Earnings per Share," which establishes standards for 
computing and presenting earnings per share and applies to 
entities with publicly held common stock or potential 
common stock.  SFAS No. 128 is effective for financial 
statements for periods ending after December 15, 1997, and 
requires restatement of all prior-period earnings per share 
data presented.

In February 1997, the FASB issued SFAS No. 129, "Disclosure 
of Information about Capital Structure" which clarifies 
disclosure rules about such items as right and privileges 
of debt and equity securities, dividend and liquidation 
preferences, participation rights and call prices.  It also 
requires that liquidation preferences be shown on the face 
of the balance sheet.  SFAS No. 129 is effective for 
financial statements for periods ending after December 31, 
1997.

In June 1997, the FASB issued SFAS No. 130, "Reporting 
Comprehensive Income," which requires the disclosure of 
comprehensive income and requires the presentation of a 
reconciliation for net income to the change in equity of 
the business during the year arising due to transactions 
from nonowner sources.  SFAS No. 130 is effective for 
financial statements for periods beginning after December 
15, 1997.

In June 1997, the FASB issued SFAS No. 131 "Disclosures 
about Segments of an Enterprise and Related Information" 
which supersedes SFAS No. 14, "Financial Reporting for 
Segments of a Business Enterprise" and establishes 
standards for the way that public companies report 
information about operating segments in annual financial 
statements and requires reporting of selected information 
about operating segments in interim financial statements 
issued to the public.  It also establishes standards for 
disclosures regarding products and services, geographic 
areas and major customers.  SFAS No. 131 defines operating 
segments as components of a company about which separate 
financial information is available that is evaluated 
regularly by the chief operating decision maker in deciding 
how to allocate resources and in assessing performance.  
SFAS No. 131 is effective for financial statements for 
periods beginning after December 15, 1997 and requires 
comparative information for earlier years to be restated.

None of the foregoing pronouncements is expected to have a 
material effect on the Company's financial statement 
presentation.	

1.	Inventories	Inventories are summarized as follows:	

	September 27,	September 28,		
 		1997		1996		
						
Fabrication inventories:						
	Raw materials			$   74,501    $   147,528	
	
	Work-in-progress		   293,181	   550,462	
							
	Inventories, at 
FIFO cost			   367,682	   697,990	
	
	LIFO reserve		        (50,538)	(   56,711)	
						
	Inventories, at LIFO cost   317,144  	   641,279	
	
						
Distribution inventories, 
at FIFO 			 2,025,527	 2,147,375	
							
Total inventories			$2,342,671	$2,788,654	
	

		During the year ended September 27, 1997, the 
liquidation of LIFO inventories decreased cost of sales 
and, therefore, increased income before income tax expense 
by approximately $6,500.	

2.	Short-Term Bank Borrowings	The Company has a $1.85 
million bank credit line available for revolving credit 
requirements which is subject to renewal on April 1, 1998.  
Interest is charged at the lender's prime rate plus 0.325% 
(8.82% at September 27, 1997).  Outstanding borrowings are 
collateralized by accounts receivable and inventories.

Short-term borrowing activity was as follows:	

	September 27,	September 28,	
		1997			1996		
						
Balance outstanding at 
year-end				$	833,656	$	863,477	
	
Weighted average interest 
rate at year-end		   8.82%         8.57%	
	
						
Maximum amount outstanding at
any month end		$  1,328,508	$  1,225,341	
	
						
Average amount outstanding	$  1,068,809	$	894,237	
	Weighted average interest rate
during the year		8.69%	    8.80%		
			
		The weighted average interest rate and monthly 
balances are computed using the end of month borrowings 
outstanding and the related end of month interest rate.  
The month end balances and interest rates are averaged to 
determine the yearly weighted average balance of borrowings 
and the weighted average interest rate for the year.

The credit line agreement contains covenants under which 
the Company may not declare or pay any dividends in excess 
of 10% of annual net (after tax) profit or enter into 
mergers, acquisitions or any major sales of assets or 
corporate reorganizations without prior consent by the 
bank.  The Company is also required to maintain certain 
financial ratios concerning working capital, debt to 
equity, and a minimum tangible net worth of $2,000,000.  At 
September 27, 1997 the Company was in compliance with all 
of its bank covenants.	

3.	Long-Term Debt	Long-term debt consists of the 
following:	

	September 27,	September 28,	
		1997			1996		
						

Note payable to a bank, monthly payments  of $17,225
including interest at 2.75%	over the LIBOR index rate 
(8.75% at September 27, 	1997); 
due January 2007, collateralized by property	
						$1,924,395	$1,678,728	
	
						
Note payable to a bank, monthly payments of $4,018 
including 	interest at 0.5% over the bank's prime rate 
(9% at 	September 27, 1997); due September 2003 
collateralized
by equipment
    			 223,134		250,000		
						
Note payable to a bank, monthly interest only payments at 
	0.5% over the bank's prime rate (9% at September 27, 	
	1997); due April 1998, collateralized by equipment	
	
195,000		-
						
Note payable to a bank, monthly payments of $3,203 
including 	interest at 8.75%; due September 2002, 
collateralized
by equipment		
   154,956	   178,499	
	 2,497,485	 2,107,227
Less current maturities		   103,663	    75,821	
	
						
Long-term debt				$2,393,822	$2,031,406	
	

		The $195,000 note payable to a bank contains a 
provision which allows the Company to convert the balance 
outstanding at maturity to a note having a seven year 
repayment term.  Total available borrowings under this 
agreement are $250,000.  As the Company intends to exercise 
this conversion feature, the amount outstanding at 
September 27, 1997 has been classified as long-term debt.

Scheduled long-term debt maturities as of September 27, 
1997 are as follows:	

 Year ending		Amount		
				
September 26, 1998	$	103,663		
September 25, 1999		125,655		
September 24, 2000		137,248		
September 30, 2001		149,909		
September 28, 2002		163,350		
Thereafter		   1,817,660		
				
Total	$	2,497,485		
			
4.	Long-Term Debt to Related Parties	At September 27, 
1997 and September 28, 1996, the Company owed $128,000 to 
related parties pursuant to the terms of a convertible 
debenture agreement.  The debentures require semi-annual 
interest payments at 9.25%, are secured by land and 
building and are due on October 31, 1998.  The debentures 
are convertible into shares of the Company's common stock 
at a per share rate of $.175 through October 31, 1997 and 
$.20 from November 1, 1997 through maturity.  The Company, 
at its option, may call any or all outstanding debentures 
for redemption.	

5.	Lease Commitments	The Company leases office 
furniture and equipment and vehicles under operating leases 
that expire at various dates through 2002.  As of September 
27, 1997, future minimum rental payments required under 
operating leases that have remaining noncancellable terms 
in excess of one year are as follows:	

Year ending			Amount		
				
September 26, 1998	$	139,778		
September 25, 1999		119,206		
September 24, 2000		104,479		
September 30, 2001		102,407		
September 28, 2002	 	 85,423		
Thereafter			 65,339		
				
Total	$	616,632		

		Rental expense for all operating leases was 
$194,764 and $247,159 for the years ended September 27, 
1997 and September 28, 1996.	

6.	Income Taxes	Income tax expense (benefit) consists 
of the following:	

	September 27,	September 28,
 Years ended				1997			1996		
						
Federal:						
	Current				$	9,142	$	136,777	
	
	Deferred				    45,047	      (8,604)	
State - current				  700		  4,500	
	
						
Income tax expense			$   54,889	$    132,673	
	
		Major items causing the Company's effective tax 
rate to differ from the statutory rates are as follows:	

		September 27, 1997			September 28, 1996	
 		Amount		Percent		Amount	Percent	
										
Income tax expense  		at statutory rate	
$ 61,268		34.0%		$143,787	34.0%	
										
Tax rate differences	
 (12,965	)	(7.1	)            3,383	 0.8%	
										
Other	   6,586		 3.6			 (14,497)	 (3.4)%	
										
Income tax expense
	$ 54,889		30.5%		$132,673   31.4%	

		Significant components of the Company's deferred 
tax assets and liabilities consist of the following:	

		September 27,	Sept 28,		
 						1997			1996		
						
Current deferred tax assets:						
  Allowance for doubtful 
accounts				$	13,327	$	26,813	
	
  Vacation accrual				29,809		39,398	
	
  Other						 2,864		 4,239	
	
						
Current deferred tax asset	$	46,000	$	70,450	
September 27,	September 28,	
	1997			1996		
						
Non-current deferred tax 
Assets (liabilities):						
	Net operating loss 
carryforwards		$   123,000	$	126,600	
	
	Depreciation			    (96,900)		(61,413)	
	Other					(4,400)		 (5,833)	
						
Gross non-current deferred tax asset(liability)		
  			21,700		 59,354	
	
Valuation allowance			    (86,700)	(    103,757)	
						
Non-current deferred tax 
liability				$   (65,000)   $	(44,403)	

		A valuation allowance on the Company's deferred 
tax assets has been established to the extent the Company 
believes it is more likely than not that the deferred tax 
assets will not be realized.

At September 27, 1997, the Company has available net 
operating loss carryforwards of approximately $422,000 
which expire through 2007.  Utilization of the operating 
loss carryforwards is limited to $12,180 per year.	

7.	Commitments	The Company routinely makes commitments 
to purchase and sell steel products up to nine months in 
advance of anticipated deliveries.  Outstanding firm 
purchase commitments at September 27, 1997 aggregated 
$1,226,000.  Negotiated firm sales contracts aggregated 
$356,000 at September 27, 1997.	

8.	Retirement Plan	The Company sponsors a qualified 
401(k) and profit-sharing plan ("the Plan").  The Plan 
allows individual participants to make contributions to the 
Plan with matching contributions by the Company to the 
extent of 25% of the employees' contributions up to a 
maximum of 6% of annual salary per participant.  Additional 
discretionary contributions may be made by the Company 
based on net income.  Substantially all full-time employees 
are eligible to participate.  Total Company contributions 
to the Plan were $20,717 and $31,923 for fiscal 1997 and 
1996.	

9.	Earnings Per Common Share	The weighted average 
number of common shares outstanding for the years ended 
September 27, 1997 and September 28, 1996, was 5,353,561 
and 5,273,127 shares, for calculation of primary earnings 
per common share.

Earnings per common share assuming full dilution is 
computed as follows:	
	September 27,	September 28,
 Fiscal year ended			1997			1996		
						
Income before effects of 
dilution				$	125,310	$	290,229	
	
Interest expense avoided if 	
debentures are converted 
	(net of tax)a				  7,720		  7,699	
	
						
Net income				$	133,030	$	297,928	
	
		Average shares of common stock outstanding for 
fiscal 1997:	

			Outstanding		Days	Average		
 		Date		Shares	Outstanding	Outstanding	
										
Beginning of year			
09/29/96	5,353,561		-		-		
Convertible debentures outstanding 		
09/29/96	6,206,894		364		6,206,894		
End of year		
09/27/97	6,206,894		-		-		
										
				6,206,894		

		Average shares of common stock outstanding for 
fiscal 1996:	

				Outstanding		Days	Average		
 	Date		Shares		Outstanding	Outstanding	
	
										
Beginning of year		
10/01/95	4,377,577		-		-		
Convertible 	debentures 	Outstanding		
10/01/95	6,377,577		129		2,260,185		
Treasury shares purchased  
02/07/96  6,377,561	 	235		4,117,382		
End of year		
09/28/96	6,377,561		-		-				
			
6,377,567		

	a  	For purposes of earnings on common shares 
assuming full dilution, convertible debentures for 1997 and 
1996 are assumed to be converted as of the first day of the 
year.  Such conversion negates the need to pay interest on 
the debentures.  The debentures were assumed to be 
converted at their stated per share conversion rate at the 
beginning of each fiscal year of $0.15 and $0.125 for 1997 
and 1996.  See also Note 4 concerning the convertible 
debentures.	

10.	Segment Information	Selected financial information of 
the Company's operating results on a segment basis for the 
years ended September 27, 1997 and September 28, 1996 is 
presented as follows:	

Fabrication	Distribution	Eliminations	Total
										
1997:										
Net sales		
$2,535,986	$10,905,626	$(582,847	)  	$12,858,765	
	
Operating income (loss)	
$(136,189	)  	$   484,197	$	-		$   348,008	
	
Identifiable assets
$	1,978,697	$ 5,173,258	$	-		$ 7,151,955	
	
Depreciation expense	
$	110,243	$	89,496	$	-		$   199,739	
	
Capital expenditures	
$	154,158	$   371,120	$	-		$   525,278	
	
										
1996:										
Net sales	
$  3,067,058	$ 9,927,005	$ (495,070)	$12,498,993	
	
Operating income	
$	103,449	$   360,592	$	-		$   464,041	
	
Identifiable assets	
$  2,411,185	$ 4,846,438	$	-		$ 7,257,623	
	
Depreciation expense	
$	 74,130	$    73,533	$	-		$   147,663	
	
Capital expenditures	
$	500,107	$   876,274	$	-		$ 1,376,381	
	

		Operating income is total revenue less operating 
expense.  In computing operating income, none of the 
following items have been added or deducted: interest 
expense, interest income and other income.  Identifiable 
assets by segment are those assets that are used in the 
segmental operation.	

11.	Valuation and Qualifying Accounts	Allowance for 
doubtful accounts activity was as follows:	
 
Years ended				September 27, 	September 28,	
1997			1996		
						
Balance, beginning of year	$	77,050	$	84,214	
	
Charged to expense				 3,000		-		
Write-offs, net of recoveries	    (26,744)	     (7,164)	
						
Balance, end of year		$	53,306	$	77,050