UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                  FORM 10-Q

          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended January 3, 1998

                        Commission File Number 0-8936


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


             Massachusetts                            04-2454559
        (State of Incorporation)       (I.R.S. Employer Identification Number)


             7030 220th SW, Mountlake Terrace, Washington 98043
                  (Address of principal executive offices)


                                (425)771-2182
            (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports to 
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 
during the preceding 12 months, and (2) has been subject to filing 
requirements for the past 90 days.

                               Yes [X]  No [ ]

Indicate the number of shares outstanding of each of the issuer's classes 
of common stock, as of the latest practicable date.

                 Class                      Outstanding at January 3, 1998
      Common Stock, .01 Par Value                     1,329,912



                       PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

               DATAMARINE INTERNATIONAL, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                              Three Months Ended
                                          --------------------------
                                          January 3,    December 28,
                                             1998           1996
                                          ----------    ------------

<S>                                       <C>            <C>
Net sales                                 $3,091,724     $2,823,077 

Cost of products sold                      2,140,087      1,799,601 
                                          -------------------------

Gross profit                                 951,637      1,023,476 

Operating expenses:
  Research and development                   369,871        304,778
  Selling                                    676,572        661,642
  General and administrative                 310,142        273,492
  Narrowband operations                       68,458         64,138
                                          -------------------------
  Operating expenses                       1,425,043      1,304,050
                                          ------------------------- 

Operating loss                              (473,406)      (280,574)

Interest expense                            (157,810)      (122,876)
Other income, net                              9,711         20,072
                                          -------------------------

Loss before income taxes                    (621,505)      (383,378)

Benefit for income taxes                          --       (128,539)
                                          -------------------------

Net loss                                  $ (621,505)    $ (254,839)
                                          =========================

Loss per share, basic                     $    (0.47)    $    (0.19)
Loss per share, fully diluted             $    (0.47)    $    (0.19)

Average shares outstanding, basic and 
 fully diluted                             1,321,661      1,309,691 
</TABLE>


                The accompanying notes are an integral part of
                    the consolidated financial statements



               DATAMARINE INTERNATIONAL, INC. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                    January 3,    September 27,    December 28,
                                                                       1998           1997             1996
                                                                    ----------    -------------    ------------
<S>                                                                 <C>            <C>             <C>
ASSETS

Current assets:
  Cash and cash equivalents                                         $  341,909     $   532,896     $    46,087
  Accounts receivable, net of allowance of $248,428 $234,973 and
   $186,799, respectively                                            1,949,790       2,030,641       3,174,550 
  Inventories                                                        5,012,237       4,867,708       5,232,393 
  Prepaid expenses and other current assets                            151,102         243,081         166,126 
  Deferred income taxes, current                                            --              --         332,825
                                                                    ------------------------------------------
      Total current assets                                           7,455,038       7,674,326       8,951,981 

Property, plant and equipment                                        5,069,989       5,032,823       5,227,596 
  Less accumulated depreciation                                      3,162,346       3,062,703       2,984,758 
                                                                    ------------------------------------------
  Property, plant and equipment, net                                 1,907,643       1,970,120       2,242,838 

Deferred income taxes, noncurrent                                           --              --         533,623 
Other assets, net                                                      479,993         495,476         521,294 
                                                                    ------------------------------------------

      Total assets                                                  $9,842,674     $10,139,922     $12,249,736 
                                                                    ==========================================

LIABILITIES AND STOCKHOLDERS' EQUITY:

Current liabilities:
  Notes payable to bank                                             $1,224,561     $ 1,367,561     $ 1,750,000 
  Notes payable to related parties and others                          972,415         850,887              --
  Accounts payable                                                     856,824         556,416         726,778 
  Accrued expenses                                                   1,532,346       1,517,243       1,484,217 
  Current maturities of long-term debt and capital lease 
   obligations                                                         108,458         133,286         147,758 
                                                                    ------------------------------------------
      Total current liabilities                                      4,694,604       4,425,393       4,108,753 

Long-term debt and capital lease obligations, less current
 maturities                                                          1,850,626       1,815,693       1,854,471 
                                                                    ------------------------------------------

      Total liabilities                                              6,545,230       6,241,086       5,963,224 
                                                                    ------------------------------------------

Redeemable preferred stock, $1 par value; none issued

Stockholders' equity:
  Convertible preferred stock, $1 par value, Authorized 1,000,000
   shares; including redeemable preferred stock; none issued                --              --              -- 
  Common stock, $.01 par value, Authorized 3,000,000 shares; 
   1,329,912,  1,320,473 and 1,309,786 shares issued and 
   outstanding, respectively                                            13,299          13,205          13,098 
  Capital in excess of par value                                     3,830,027       3,815,415       3,647,856 
  Unearned compensation                                                (47,645)        (53,052)        (11,202)
  Retained earnings                                                   (498,237)        123,268       2,636,760 
                                                                    ------------------------------------------
      Total stockholders' equity                                     3,297,444       3,898,836       6,286,512
                                                                    ------------------------------------------ 

      Total liabilities and stockholders' equity                    $9,842,674     $10,139,922     $12,249,736
                                                                    ========================================== 
</TABLE>


               The accompanying notes are an integral part of
                   the consolidated financial statements



               DATAMARINE INTERNATIONAL, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                    Three Months Ended
                                                                --------------------------
                                                                January 3,    December 28,
                                                                   1998           1996
                                                                ----------    ------------

<S>                                                             <C>            <C>
OPERATING ACTIVITIES
   Net loss                                                     $(621,505)     $(254,839)
   Adjustments to reconcile net loss to net cash used in
    operating activities:
     Depreciation and amortization                                109,609        104,588 
     Gain on asset dispositions                                    (5,395)            --
     Amortization of debenture discount and issue costs            53,429         33,875 
     Provision for losses on accounts receivable                   16,392         15,463 
     Employee investment plan expense                              10,092             --
     Amortization of unearned compensation                          5,407          1,219 
     Benefit of deferred income taxes                                  --       (128,539)
     Changes in operating assets and liabilities:
       Accounts receivable                                         64,459        145,039 
       Inventories, prepaid expenses and other current assets     (52,550)        34,253
       Accounts payable and accrued expenses                      320,906       (128,939)
                                                                ------------------------
         Net cash used in operating activities                    (99,156)      (177,880)

INVESTING ACTIVITIES
  Purchases of property, plant and equipment, including self-
   constructed equipment                                           (1,225)       (58,475)
  Other                                                            (3,783)        (6,083)
                                                                ------------------------
         Net cash used in investing activities                     (5,008)       (64,558)

FINANCING ACTIVITIES
  Proceeds from sale of common stock                                4,614          3,198 
  Proceeds from other borrowings                                  100,000             --
  Principal payments on other borrowings                               --             --
  Principal payments on revolving line of credit and long-term
   debt                                                          (191,437)       (44,749)
                                                                ------------------------
         Net cash used in financing activities                    (86,823)       (41,551)

Decrease in cash and equivalents during period                   (190,987)      (283,989)
Cash and equivalents at beginning of period                       532,896        330,076 
                                                                ------------------------

Cash and equivalents at end of period                           $ 341,909      $  46,087 
                                                                ========================

Supplementary Cash Flow Information
  Interest paid                                                 $  66,858      $  38,358
  Capital lease obligations incurred to acquire equipment          35,941             --
</TABLE>


               The accompanying notes are an integral part of
                   the consolidated financial statements



                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   Basis of Presentation:

The accompanying unaudited, consolidated, condensed quarterly financial 
statements have been prepared in accordance with instructions to Form 10-Q 
and, therefore, do not include all information and footnotes normally 
included in financial statements prepared in conformity with Generally 
Accepted Accounting Principles ("GAAP").  The information furnished reflects 
all adjustments (consisting only of normal recurring adjustments) which are, 
in the opinion of management, necessary for the fair statement of 
financial position, results of operations and cash flows for the interim 
period.  In the opinion of management, they fairly represent the operating 
results of the Company for the periods presented.  The year-end condensed 
balance sheet was derived from audited financial statements, but does not 
include all disclosures required by GAAP.  The results of operations for the 
periods presented are not necessarily indicative of the results to be 
expected for the full year.  Accounting policies used in fiscal 1998 are 
consistent with those used in fiscal 1997.  These financial statements should 
be read in conjunction with the financial statements and the notes thereto 
included in the Company's annual report on Form 10-K for the year ended 
September 27, 1997.

2.   Inventory Components:

Inventories consisted of the following at:

<TABLE>
<CAPTION>
                          January 3, 1998    September 27, 1997    December 28, 1996
                          ---------------    ------------------    -----------------

     <S>                    <C>                 <C>                   <C>
     Finished Goods         $ 1,762,826         $ 1,797,292           $ 1,189,296
     Work-In-Process            218,080             178,948               324,620
     Raw Material             3,031,331           2,891,468             3,718,477
                            -----------------------------------------------------
                            $ 5,012,237         $ 4,867,708           $ 5,232,393
                            -----------------------------------------------------
</TABLE>

3.   Income Taxes:

Based on the loss incurred in fiscal 1997 and management's expectation 
that the Company will incur a loss for fiscal 1998, a valuation allowance 
equal to 100% of the Company's deferred tax asset has been established.

4.   Earnings Per Share:

Earnings per share is computed using the weighted average number of common 
shares outstanding during the period, adjusted to reflect the assumed 
exercise of outstanding stock options to the extent these have a dilutive 
effect on the computation.  Common stock equivalents are excluded from the 
calculation when they are antidilutive.

5.   Reclassifications:

Certain reclassifications have been made to the prior quarters' financial 
statements in order to conform to the fiscal 1998 presentation, with no 
impact on previously reported net loss, stockholders' equity, or cash flow.

6.   New Accounting Standards:

In February 1997, the Financial Accounting Standards Board (the "FASB") 
issued Statement of Financial Accounting Standards No. 128, "Earnings Per 
Share."  This statement specifies the computation, presentation and 
disclosure requirements for earnings per share ("EPS"), to simplify the 
existing computational guidelines and increase comparability on an 
international basis.  The statement is effective for interim and annual 
reporting periods ending after December 15, 1997.  This statement replaces 
"primary" EPS with "basic" EPS, the principal difference being the exclusion
of common stock equivalents in the computation of basic EPS.  In addition, 
this statement requires the dual presentation of basic and diluted EPS on 
the face of the consolidated statements of operations.  The Company adopted 
the provisions of this statement for the current quarter.  However, because 
there was a net loss the statement did not effect EPS disclosure.

7.   Prior Period Adjustment

Amounts reported herein for the quarter ended December 28, 1996 are after 
restatement to correct an error in the value of work-in-process inventory 
as originally reported.  The effect of such restatement was to increase net 
loss and decrease retained earnings by $62,461, or $.04 per share.


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

Statements included in this report which are not historical in nature are 
forward-looking statements made pursuant to the safe harbor provisions of 
the Private Securities Litigation Reform Act of 1995, and as such may 
involve risks and uncertainties.  This Quarterly Report on Form 10-Q and 
the Annual Report on Form 10-K contain certain detailed factors that could 
cause the Company's actual results to materially differ from forward-
looking statements made by the Company.

Introduction

Datamarine International, Inc. and its subsidiaries (collectively the 
"Company") manufacture radio communications and navigation instrumentation 
products.  Presently, the Company's primary operations are in a single 
industry segment, namely electronics.  The Company also owns and manages 
specialized mobile radio ("SMR") licenses in the 220 MHz radio service, 
although such operations to date have been immaterial.

Datamarine International, Inc. was incorporated in Massachusetts on April 
23, 1969.  All of the Company's product development, manufacturing 
facilities and marketing activities are based at its Mountlake Terrace, 
Washington location.  The Company has sales and service facilities on the 
East and West coasts of the United States and in Sydney, Australia.  
Marine communication products, branded SEA, and marine instrumentation 
products, branded Datamarine, are sold worldwide through approximately 300 
dealers in the United States and approximately 20 foreign countries.

Sales of narrowband communications products for the land mobile radio 
market are made through the Company's wholly-owned subsidiary, SEA, Inc. 
("SEA"), to business users nationwide.  SEA has developed and marketed 
narrowband radio equipment since 1984 and began selling its current line 
of narrowband equipment for use in the 220 MHz band in the fourth quarter 
of fiscal 1993.

On October 19,1992, the Federal Communications Commission ("FCC") 
conducted a lottery which led to the issuance of approximately 3,500 
licenses for a new land mobile service in the 220-222 MHz band.  The FCC 
adopted challenging technical parameters for the equipment to be used in 
the 220 MHz radio service.  By establishing these parameters the FCC 
intended to encourage the development of new spectrum-efficient 
technologies for land mobile applications.  This service is mandated to 
use narrowband technologies which will result in a fivefold increase in 
the number of communications channels as compared to conventional 25 KHz 
technologies.  SEA was the first manufacturer to receive FCC type 
acceptance for 220 MHz radio equipment.  SEA shipped its first 220 MHz 
radios in July 1993.

As of September 30, 1996 ownership of licenses for locations which had not 
met regulatory build-out requirements reverted to the Federal government.  
Until such time as new licenses are issued, demand for the Company's 
higher margin base station products will be minimal.  The FCC has 
announced that an auction for the remaining 220 MHz spectrum licenses will 
commence on May 19, 1998.  The auction will be for licenses covering 
"Economic Areas", "Regions" and "Nationwide" areas as defined by the FCC.

During fiscal 1995 Narrowband Network Systems, Inc. ("NNS") was 
incorporated in the state of Washington as a subsidiary of SEA, and SEA 
owns 97.5% of NNS's outstanding stock.  NNS was formed to participate in 
the business of providing SMR services.  NNS has entered into both 
"Management Agreements" and "Operator Agreements" with the holders of 220 
MHz licenses granted by the FCC related to SMR services in approximately 
47 market areas across the United States.  Management Agreements require 
NNS to construct, develop and operate SMR systems in certain markets.  
Operator Agreements require NNS to provide licenses, system facilities and 
"SMR Operators" in certain markets.  The Management Agreements typically 
allow NNS to acquire the license holder's interest in exchange for a 
percentage of gross receipts from the system and a percentage of any 
profit realized by NNS upon the system's ultimate disposition.  The 
Operator Agreements typically give NNS a contractual percentage of system 
revenue based on the level of support provided to each system.  The 
Company has met all regulatory build-out requirements related to its 
licenses.  Because NNS commenced only limited operations at the end of 
1995, revenues and associated expenses have been immaterial since 
inception.

Foreign sales typically account for approximately 6% of the Company's 
consolidated sales.  In recent years, foreign sales have represented a 
smaller percentage of total sales because narrowband products are only 
sold domestically.

Products and Marketing

Land Mobile Communications -- The Company's narrowband land mobile radio 
system products have been type accepted by the FCC for use in the 220 MHz 
radio service.  These products consist of hand held, mobile and base 
station components, utilizing narrowband technology in an enhanced form of 
single sideband that is ideal for the 5 KHz channel width used in the 220 
MHz radio service, and were developed for sale to business users of 
private land mobile radio services.  The narrowband technology helps solve 
the problem of frequency congestion by allowing five narrowband channels 
to be operated within the same spectrum as would presently be utilized by 
one 25 KHz FM channel.

Marine Communications -- The SEA marine communications products are high 
performance radios used on commercial vessels, fishing vessels and yachts 
over 40 feet in length.  The product line currently consists of 28 
products with suggested list prices between $765 and $40,000.  The SEA 
products include HF/SSB and VHF/FM radios, Satcom C, Weather fax, 
Emergency distress radio beacons (EPIRBS), Search and rescue transponders 
(SARTS) and Global Maritime Distress and Safety Systems (GMDSS).

Marine Instrumentation -- Marine instrumentation products are sold 
primarily to the recreational boating market.  The products are well 
established in the marketplace with up-to-date instruments for each type 
of pleasure craft: small boats and yachts; sail and power; inshore and 
offshore. The Datamarine product line currently consists of 15 products 
sold under the DART, LINK, Corinthian and ChartLINK names, with suggested 
list prices between $400 and $3,900. The Datamarine products include depth 
sounders, knotmeters and water temperature instruments, wind speed and 
direction instruments, integrated instruments, and electronic chart 
plotters.

Results of Operations

The following table sets forth the components of sales and gross profit by 
product line for the Quarter Ended January 3, 1998 and the comparable 
quarter in the prior fiscal year.

<TABLE>
<CAPTION>

           Sales                                                    Gross Profit
---------------------------                                  --------------------------
 January 3,    December 28,                                  January 3,    December 28,
   1998            1996                                         1998           1996
---------------------------------------------------------------------------------------

<S>            <C>             <C>                           <C>           <C>
$   715,840    $ 1,192,317     Land Mobile Communications    $ (55,324)    $   308,932
  1,859,875      1,301,465     Marine Communications           779,266         556,463
    516,009        329,295     Marine Instrumentation          227,695         158,081
--------------------------------------------------------------------------------------
$ 3,091,724    $ 2,823,077     Total                         $ 951,637     $ 1,023,476
--------------------------------------------------------------------------------------
</TABLE>

Sales order backlogs at January 3, 1998 were as follows:  Land Mobile 
Communications $154,000, Marine Communications $481,000 and Marine 
Instrumentation $11,000. 

<TABLE>
<CAPTION>

  Income and Expense Items                                          Percentage
as a Percentage of Net Sales                                    Increase (Decrease)
----------------------------                                    -------------------
                                                                  1997      1996
 January 3,    December 28,                                        to        to
    1998           1996                                           1998      1997
 ----------    ------------    -----------------------------      -----     -----

    <S>            <C>         <C>                                <C>       <C>
    100%           100%        Net sales                            10       (29)
     69             64         Cost of products sold                19       (16)
     31             36         Gross profit                         (7)      (45)
     46             46         Operating expenses                    9        (6)
    (15)           (10)        Operating income (loss)              69      (153)
     (5)            (4)        Other expense                        44       877
    (20)           (14)        Income (loss) before taxes           62      (180)
     --             (5)        Provision (benefit) for taxes      (100)     (177)
    (20%)           (9%)       Net income (loss)                   144      (182)
</TABLE>

Net sales increased by $268,647 or 10% compared to the same quarter in the 
prior fiscal year.  Net sales of the Company's land mobile products 
decreased by $476,477 or 40% compared to the same quarter in the prior 
fiscal year.  Net sales of the Company's marine communications systems 
increased by $558,410 or 43%.  Net sales of the Company's marine 
instrumentation systems increased by $186,714 or 57% compared to the same 
quarter in the prior fiscal year.

Sales of marine communications and marine instrumentation products 
continued to contribute to the Company's overall performance and were 
consistent with management's expectations.  Land mobile revenues are 
comprised almost entirely of mobile radio products and will continue to be 
so until new licenses are auctioned by the FCC.  The FCC has announced 
that the auction will commence on May 19, 1998.

Gross profit was $951,637 (31% of net sales), as compared to $1,023,476 
(36% of net sales) in the prior year, a decrease of $71,839 or 7%.  The 
gross profit on land mobile products was ($55,324) (-8% of such sales), as 
compared to $308,932 (26% of such sales) in the prior year, a decrease of 
$364,256 or 118%.  The gross profit on marine communications systems was 
$779,266 (42% of such sales), as compared to $556,463 (43% of such sales) 
in the prior year, an increase of $222,803 or 40%.  The gross profit on 
marine instrumentation systems was $227,695 (44% of such sales), as 
compared to $158,081 (48% of such sales) in the prior year, an increase of 
$69,614 or 44%.  The decrease in overall gross profit margin was due to 
low margin on the Company's land mobile radio products.  Land mobile 
margins vary depending upon the sales mix across the product line, and 
mobile radio products typically have substantially lower gross margins 
than base station equipment.  The market for communications products is 
very competitive and pressure on selling prices for mobile radios is 
expected to continue.  Profit margins on marine communication and marine 
instrumentation products vary according to product sales mix and are 
mostly comparable to the prior year.  The Company continues to introduce 
new marine products and expects that sales will continue the growth 
started in fiscal 1997.

Operating expenses were $1,425,043 (46% of net sales), as compared to 
$1,304,050 (46% of net sales) last year, an increase of $120,993 or 9%.  
Engineering expenses increased as a result of higher wage expenses and the 
increased use of engineering consultants.  Administrative expenses were 
higher as a result of increased wage expenses and professional fees.

Interest expense increased as a result of new borrowings in the form of 
Subordinated Short Term Notes, and the annual interest rate increase on 
the Subordinated Convertible Debentures.

Other income, net, was higher in fiscal 1997 because of gain on the sale of 
assets.

On January 3, 1998, the Company's principal sources of liquidity consisted 
of $341,909 in cash and equivalents, $775,000 in the unused portion of 
bank working capital credit line (of which only an additional $91,000 was 
available with the current accounts receivable and inventory borrowing 
base), and $55,000 available under a subordinated bank line from an 
officer of the Company. Based on its current operating plans, the Company 
believes its cash flow from operations, available bank lines of credit and 
other committed financing sources are sufficient to meet its working 
capital and other capital requirements at least through October 3, 1998.  
In order to redeem its obligations as scheduled in 1999, and meet its 
operating and capital requirements into fiscal 1999, the Company will 
require additional funding.  The Company is considering various sources of 
funding including additional private or publicly placed debt or equity, 
mergers, or the sale of assets.  No such funding is committed at this 
time, and there is no assurance that the Company will be able to obtain 
additional financing on acceptable terms.


                         PART II - OTHER INFORMATION

Item 1. Legal Proceedings

On December 12, 1996 the Company filed a collection action against one of 
its customers for accounts totaling approximately $132,000.  On December 
23, 1996 the same customer filed suit against the Company alleging breach 
of certain express and implied warranty and contractual obligations, and 
negligent representation with respect to sales of the Company's narrowband 
products.  The suit originally sought $6,000,000 - $9,000,000 in damages 
and unspecified amounts for interest and other costs.  Discovery is 
ongoing and the claims of both parties have been consolidated into one 
case.  The ultimate outcome of the litigation cannot presently be 
determined, accordingly no provision for any liability that may result 
upon adjudication has been made in the accompanying financial statements.

Items 2,3,4 and 5

There were no reportable events or matters under these captions during the 
quarter ended January 3, 1998.

Item 6. Exhibits and Reports on Form 8-K

(a)     Exhibits

 4      Debenture Purchase Agreement with exhibits, incorporated by 
        reference to Annual Report on Form10-K for the Fiscal Year Ended 
        September 30, 1995.

 4.1    Subordinated Notes Agreement with exhibits, incorporated by 
        reference to Annual Report on Form10-K for the Fiscal Year Ended 
        September 27, 1997.

 4.2    Terms for Amendment of December 19, 1995 Debenture Agreement, 
        incorporated by reference to Annual Report on Form10-K for the Fiscal
        Year Ended September 27, 1997.

10.1    Datamarine International, Inc. 1991 Stock Option Plan, incorporated 
        by reference to Registration Statement 33-48532 on Form S-8.

10.2    1992 Stock Option Plan for Non-employee Directors, incorporated by 
        reference to Annual Report on Form 10-K for the Fiscal Year Ended 
        October 1, 1994.

10.3    Debenture Purchase Agreement with exhibits, same as 4 above.

10.4    1995 Stock Option Plan for Non-employee Directors, incorporated 
        by reference to Annual Report on Form10-K for the Fiscal Year Ended 
        September 28, 1996.

27      Financial Data Schedule

(b)     The following reports on Form 8-K were filed during the quarter 
ended January 3, 1998.

        Form 8-K dated December 11, 1997.  Resignation of a director.


SIGNATURES
----------

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

                                         Datamarine International, Inc.
                                                (Registrant)



Date:  February 20, 1998                 /s/ JAN KALLSHIAN
       -----------------                 ---------------------------------
                                             Jan Kallshian
                                             Chief Financial Officer