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

                                    FORM 10-K

    [x]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
                    For the fiscal year ended March 31, 1998
                                       OR
    [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
                For the transition period from _______ to _______

                         Commission File Number: 0-24556
                              MARKER INTERNATIONAL
             (Exact name of registrant as specified in its charter)

             Utah                                        87-0372759
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                       Identification No.)

       1070 West 2300 South
       Salt Lake City, Utah                                 84119
(Address of principal executive office)                   (Zip Code)

       Registrant's telephone number, including area code: (801) 972-2100

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:

                                 Title of Class
                                 --------------
                     Common Stock, par value $.01 per share

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
                          Yes X                   No
                             ---                      --- 
         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K 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-K or any
amendment to this Form 10-K. [x]

         The aggregate  market value of voting stock held by  non-affiliates  of
the  Registrant  as of June 30,  1998 (based upon the average of closing bid and
ask prices as of such date) was $11,742,296.

         The number of shares of Common  Stock  outstanding  as of June 30, 1998
was 11,130,577.

                   Documents incorporated by reference: None.


<PAGE>



                                                       



                                    FORM 10-K
                              MARKER INTERNATIONAL
                              --------------------
                                TABLE OF CONTENTS
                                -----------------

                                     PART I
                                                                           Page
                                                                           ----

ITEM 1             Business...............................................   3

ITEM 2             Properties.............................................   12

ITEM 3             Legal Proceedings......................................   13

ITEM 4             Submission of Matters to a Vote of Security Holders....   13

                                     PART II

ITEM 5             Market for the Registrant's Common Equity
                             and Related Stockholder Matters..............   14

ITEM 6             Selected Consolidated Financial Data...................   15

ITEM 7             Management's Discussion and Analysis of Consolidated
                       Financial Condition and Results of Operations......   16

ITEM 8             Consolidated Financial Statements and
                             Supplementary Data...........................   23

ITEM 9             Changes in and Disagreements with Accountants
                        on Accounting and Financial Disclosure............   23

                                    PART III

ITEM 10            Directors and Executive Officers of the Registrant.....   24

ITEM 11            Executive Compensation.................................   27

ITEM 12            Security Ownership of Certain Beneficial
                             Owners and Management........................   29

ITEM 13            Certain Relationships and Related Transactions.........   30

                                     PART IV

ITEM 14            Exhibits, Consolidated Financial Statement
                           Schedules and Reports on Form 8-K..............   33

SIGNATURES................................................................   40



<PAGE>


                                     PART I
                                     ------

         This form 10-K contains  forward-looking  statements within the meaning
of that term in the Private  Securities  Litigation  Reform Act of 1995 (Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934).  Additional written or oral forward-looking  statements may be made by
the Company  from time to time,  in filings  with the  Securities  and  Exchange
Commission or otherwise.  Statements  contained  herein that are not  historical
facts are forward-looking statements made pursuant to the safe harbor provisions
referenced above.  Forward-looking  statements may include,  but are not limited
to, projections of revenue, income or loss and capital expenditures,  statements
regarding  future  operations,   financing  needs,   compliance  with  financial
covenants  in loan  agreements,  plans  for  acquisition  or sale of  assets  or
businesses and  consolidation  of operations of newly acquired  businesses,  and
plans  relating  to  products  or  services  of  the  Company,   assessments  of
materiality,  predictions  of future  events  and the  effects  of  pending  and
possible  litigation,  as well as  assumptions  relating  to the  foregoing.  In
addition,  when used in this discussion,  the words  "anticipates,"  "believes,"
"estimates,"  "expects,"  "intends,"  "plans" and variations thereof and similar
expressions are intended to identify forward-looking statements.

         Forward-looking   statements  are  inherently   subject  to  risks  and
uncertainties,  some of which cannot be predicted or quantified based on current
expectations.  Consequently,  future  events and  actual  results  could  differ
materially  from  those  set  forth  in,  contemplated  by,  or  underlying  the
forward-looking  statements  contained  in this  Annual  Report  on  Form  10-K.
Statements in this Annual Report,  particularly in "Item 1. Business,"  "Item 3.
Legal Proceedings," the Notes to Consolidated  Financial Statements and "Item 7.
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations," describe certain factors, among others, that could contribute to or
cause such  differences.  Other  factors that could  contribute to or cause such
differences include,  but are not limited to, unanticipated  developments in any
one or more of the  following  areas:  the rate and consumer  acceptance  of new
product introductions, competition, the number and nature of customers and their
product orders,  pricing,  foreign manufacturing,  sourcing and sales (including
foreign government regulation, trade and importation concerns and fluctuation in
exchange rates),  borrowing costs, changes in taxes due to changes in the mix of
U.S. and non-U.S. revenue, pending or threatened litigation, the availability of
key personnel and other risks factors which may be detailed from time to time in
the Company's Securities and Exchange Commission filings.

         Readers   are   cautioned   not  to  place   undue   reliance   on  any
forward-looking  statements  contained  herein,  which speak only as of the date
hereof.  The Company  undertakes no obligation to publicly release the result of
any revisions to these  forward-looking  statements  that may be made to reflect
events or  circumstances  after the date hereof or to reflect the  occurrence of
unexpected events.


                                       2
<PAGE>

Item 1.  Business

Recent Events

         At March 31,  1998,  the Company  was not in  compliance  with  certain
financial  covenants  under a $25 million line of credit  agreement  with a U.S.
Bank  with  aggregate  outstanding  borrowings  under  such  agreement  of $24.9
million.  As of June 1998,  the Company has notified  such bank that the Company
believes it has insufficient cash to fund its obligations. The Company requested
that the bank increase the $25 million  credit line (the "U.S.  Credit Line") by
up to $10 to $12 million. On June 26, 1998 the bank notified the Company that it
was  unwilling  to  increase  the $25  million  credit line and that the Company
should seek to cure the non-compliance within 30 days. While the Company and the
bank  are   discussing   alternatives   to  mitigate  the  Company's   financial
difficulties,  there can be no assurance that  satisfactory  agreements  will be
reached  between the Company and current or  prospective  lenders.  In the event
that the non-compliance is not cured, the bank may exercise its rights to demand
payment of all  amounts  and/or  foreclose  on the  Company's  assets  which are
pledged  as   collateral   under  the   agreement   which  could  also  lead  to
cross-defaults  under the Company's  other credit  arrangements.  In that event,
there can be no  assurance  that the Company will be able to continue as a going
concern.

         In May 1998, the Company's  Board of Directors  retained an independent
firm to assist the Company in developing and implementing a restructuring  plan,
while negotiating a refinancing with its lenders. In addition, on June 23, 1998,
the Board of  Directors  authorized  the  disposal  of the  Company's  snowboard
manufacturing operations if such disposal were subsequently determined by senior
management  to be in the best  interests  of the  Company.  In  addition  to the
manufacturing  operations,  the Board of Directors is  evaluating  the Company's
snowboard  business,  which  may  result in  changes  to the  Company's  overall
snowboard operations.

         The Company is in the process of  evaluating  the  financial  impact of
these  events  which could vary  significantly  depending on whether the Company
decides to totally dispose of its entire snowboard business.  At March 31, 1998,
the Company had total consolidated assets related to its snowboard operations of
approximately  $25.2  million,  which  included  approximately  $7.9  million of
goodwill. In addition, at March 31, 1998, the Company's snowboard  manufacturing
equipment is under a seven year  operating  lease with  remaining  minimum lease
payments of $3.0 million.  There can be no assurance  that future  benefits from
these asset amounts will be realized in light of the events  described above, or
that  additional  liabilities  and costs will not arise  that are not  presently
reflected in the March 31, 1998 consolidated  financial  statements.  All of the
above could have a material  adverse  effect on the  financial  condition of the
Company.

         In  addition,  subsequent  to year  end,  in  accordance  with the bond
agreements,  the Series A Bondholder  exercised  its  redemption  privilege  and

                                       3
<PAGE>


called for payment of one Series A-1 bond for $2.0 million,  due October 1, 1998
and one Series A-2 bond for $2.5 million, due December 16, 1998 (see Note 3).

         Although the Company is seeking alternatives which, among other things,
include  restructuring the Company,  obtaining  additional financing or entering
into a new business alliance, there can be no assurance that the Company will be
successful  in  such  endeavors.  Accordingly,  the  Company  may not be able to
continue as a going  concern and,  among other  things,  could be forced to seek
protection from its creditors.

General

         Marker International ("Marker" or the "Company") is a leading designer,
developer, manufacturer and marketer of alpine ski bindings in the United States
and  throughout  the world.  Marker  International  is a holding  company  which
operates  its alpine ski  binding  business  through  its  subsidiaries,  Marker
Deutschland GmbH ("Marker Germany"), Marker USA, Marker Japan Co., Ltd. ("Marker
Japan"), Marker Austria GmbH ("Marker Austria") and Marker Canada, Ltd. ("Marker
Canada").  Substantially  all of the Company's ski bindings are  manufactured by
Marker Germany,  which also distributes  bindings in Germany, to subsidiaries of
the Company, and to independent distributors in countries where the Company does
not have a distribution subsidiary.

         Marker Ltd., also a subsidiary of the Company, designs, distributes and
sells to  retailers  the  Company's  clothing,  gloves and luggage  products for
skiing  and  other  recreational  activities.  The  principal  markets  for  the
Company's  clothing,  gloves and luggage products are North America,  Europe and
Asia.

         In  addition,   Marker   International,   is  a  designer,   developer,
manufacturer   and  marketer  of  snowboards,   Interface   Step-in   SystemsTM,
traditional   snowboard  bindings  and  snowboard  boots.  Marker  International
operates it snowboard business through its 80% owned subsidiary, DNR Sportsystem
Ltd. ("DNR"), and its and wholly-owned  subsidiaries,  DNR USA, Inc.("DNR USA"),
DNR North  America,  Inc.  ("DNR North  America") and DNR Japan Co., Ltd.  ("DNR
Japan"). DNR designs,  develops and distributes snowboards and related products.
DNR USA  manufactures  snowboards  for  distribution  under the Santa CruzTM and
MarkerTM brand names.  DNR North America and DNR Japan,  through their own sales
force,  market snowboards,  Interface Step-in SystemsTM,  snowboard bindings and
boots directly to retailers in the United States and Japan, respectively.

         In June of 1995, the Company  acquired a 25% equity interest in DNR. In
June of 1996,  the Company  acquired an  additional  55% of the common shares of
DNR,  bringing its total  ownership in DNR to 80%. The Company's 80% interest in
DNR is held by the Company's wholly-owned subsidiary, Marker AG.

         In July of 1996, the Company closed a secondary  public offering of the
Company's  Common Stock. In connection  therewith,  the Company issued 2,680,000


                                       4
<PAGE>
shares of Common Stock,  including  180,000 shares issued in connection with the
closing  of  the  underwriters   over-allotment  option.  The  Company  received
aggregate  net proceeds of  approximately  $14.8  million and utilized  such net
proceeds to partly finance the purchase of the additional shares of DNR.


         The Company  formed DNR USA in 1997,  to  manufacture  snowboards  at a
production facility in Salt Lake City, Utah. In addition, the Company formed DNR
North  America and DNR Japan,  as  distribution  companies  for  snowboards  and
related products in the United States and Japan, respectively.

         In January of 1997, the Company  completed  construction  of its 56,608
square foot snowboard  manufacturing  facility  located in Salt Lake City, Utah.
Subsequent to year-end the Company decided to cease and dispose of its snowboard
manufacturing operations (see Item 1. Business Recent Events).

Products

         Ski Bindings
         ------------

         The  Company  designs,  develops,   manufactures  and  distributes  ski
bindings  consisting of more than 25 high quality models.  The models range from
high  performance  racing  models,  such as the Logic M9.1 Turbo SC RacingTM and
other  top-end  models  featuring  the  Company's   patented  Selective  Control
SystemTM,  BiometricTM  Programmed Upward Release and Comshock PistonTM,  to the
children's M9 model. Suggested retail prices in the United States of such models
range from $120 to $395.  Several  models are  available  in a variety of colors
selected by the Company based on an analysis of consumer preferences.

         In addition to a ski binding's primary function of attaching a ski to a
ski boot,  the binding serves as a safety  mechanism.  The timing of a binding's
release  mechanism is significant  in both its retention and release  functions.
When a skier applies an amount of force to a ski binding that exceeds the safety
setting of the binding, the binding is designed to release the ski boot from the
ski in order to decrease the risk of injury to the skier.  Therefore,  a binding
must be designed to recognize specific levels of force exerted against it.

         Marker bindings feature LogicTM,  BiometricTM,  Edge Pressure  SystemTM
and Gliding AFDTM technology.  The Company's patented  technology tightly couple
the ski boot and binding,  resulting in a binding system that is designed not to
be affected by  contamination  between the ski boot and binding and provide more
power to the ski, less fatigue to the skier.

         Snowboard, Interface, Bindings and Boots
         ----------------------------------------

         The Company designs, develops, manufacturers and distributes snowboards
and offers several models designed for novice to world-class  snowboard  riders.
The  Company's  line of  snowboards  accommodates  the needs of a full  range of

                                       5
<PAGE>
snowboarding styles, including racers, freeriders,  freestylers and freecarvers.
The  snowboards  range in suggested  retail price,  in the United  States,  from
approximately $289 to $429.

         The Company seeks to apply  innovative  technologies to the manufacture
of  snowboards.  Innovations  introduced  by the  Company  include  the  SplitTM
snowboard  which  features two  independent  Lightweight  Sensor Wood Cores with
Isocore connecting the cores. Isocore is used in the Company's top-end models to
enhance edge hold and tracking,  making it possible to easily and quickly change
the arc of a turn while on edge.  Lightweight Sensor Wood Cores are also used in
top-end  models to enhance  snowboard  durability  and  performance.  The use of
torsion frame and carbon  torsion frame  construction  by the Company  increases
snowboard  edge  pressure.  In addition to  providing  technologically  advanced
snowboards,  the  Company  believes  creative  graphics,  such  as  the  use  of
transparent  construction,  three-dimensional  topsheets  and  innovative  color
schemes, play an important part for its snowboards.

         Snowboard bindings connect the snowboard rider to the snowboard and can
have a significant  affect on the performance of the board. In 1996, the Company
introduced a  technologically  advanced soft boot Interface Step-in SystemTM for
snowboarders.  The Interface  Step-in  SystemTM was developed by the Company and
Tecnica(R), a leading ski and snowboard boot manufacturer.  The Company believes
that the Interface Step-in SystemTM includes  innovative  features which provide
entry and exit  convenience and incorporates a new soft boot design which offers
comfort,  mobility  and  more  precise  power  transmission  and  edge  pressure
distribution  than  was  previously  available  in  the  industry.  The  Company
continues  to make  modifications  and  improvements  to the  Interface  Step-in
System(TM).  The Interface Step-in SystemTM has a suggested retail price, in the
United States, ranging from $298 to $368.

         Soft Goods
         ----------

         The Company  designs,  distributes  and markets  apparel for adults and
children,  gloves and ski and  non-ski  luggage.  The  Company's  clothing  line
features  quality,  functional  and versatile  performance  wear for  year-round
sports and recreational activities available at a wide range of prices.

         In October  1995,  Marker Ltd.  was  selected by the Salt Lake  Olympic
Organizing  Committee for the 2002 Olympic  Winter Games  ("SLOC") as a licensee
for the sale of winter  outerwear,  polar  fleece,  luggage  and gloves with the
imprint and  embroidery  of the 2002 Olympic  Winter  Games.  In February  1996,
Marker Ltd. was selected as a licensee for sale of T-shirts,  sweatshirts,  golf
shirts and related  apparel with the imprint and  embroidery of the 2002 Olympic
Winter Games.  In January 1998, both of these  agreements were extended  through
December 31, 1998.

         The Company's apparel lines,  gloves and luggage are sold year round to
retailers mainly in the United States through Marker Ltd.'s own sales force.


                                       6
<PAGE>


Marketing

         The Company actively  advertises and markets its products.  The Company
spends the  majority  of its  advertising  budget on  advertisements  in ski and
snowboard magazines, such as Skiing Magazine, Ski Magazine, Snow Country, Powder
Magazine,  Snowboarder  and Transworld  Snowboarding  in the United States,  and
similar magazines in foreign markets.

         To increase brand recognition,  in addition to offering technologically
advanced bindings,  the Company  aggressively  markets the Marker brand name. To
influence  its  presence in retail  shops,  the  Company  devotes  resources  to
maintaining and improving its relationships with retailers and shop personnel so
that they will use Marker products and recommend them to their retail customers.
In this regard,  the Company,  through its sales force,  conducts  in-shop sales
clinics.  In addition,  the  Company,  as part of the United  States  Authorized
Retailer Program,  requires that all authorized retail shops employ a technician
who has been trained and certified by the Company  concerning  the  installation
and adjustment of Marker bindings.  Additionally, the Company sells its bindings
to the sales staff of its retailers and to professional skiers at special prices
so that they will be able to  recommend  the  Company's  products as a result of
personal experience.

         To foster the  recognition  of the Marker brand name,  the Company also
establishes  endorsement  relationships  with  national  ski  teams  and  racing
professionals.  These endorsement  contracts typically run from one to two years
and  provide  for a base  payment to the racer,  with  additional  payments  for
placing in a competition.  Racers using and endorsing  Marker bindings have been
among the winners in World Cup,  World  Championship  and Olympic  competitions.
Many of the United  States'  best-known  skiers,  including 1998 Olympic Super G
Gold  medalist  Picabo  Street,  three-time  World Cup Champion and Olympic Gold
medalist Phil Mahre, World Champions Steve Mahre and Tamara McKinney and Olympic
Gold medalist Stein Eriksen, endorse and use Marker bindings.

         Many Olympic, World Cup and professional ski competitions have been won
by racers endorsing and using Marker bindings. Skiers endorsing and using Marker
bindings  dominated  the 1998  Winter  Olympic  Games held in  Nagano,  Japan in
February 1998,  winning more medals than any other company: 6 Gold, 4 Silver and
5 Bronze.  The 1998 Winter  Olympic Gold  medalists  endorsing  and using Marker
bindings  included  Picabo  Street of the  United  States in the Super G,  Jonny
Moseley of the United  States in the Moguls,  Eric Bergoust of the United States
in Aerials,  Katja  Seizinger of Germany in the Downhill and the  Combined,  and
Hilde Gerg of Germany in the slalom.

         Skiers  endorsing and using Marker bindings also excelled in the season
long 1998 FIS World Cup competition. Katja Seizinger is the 1998 Women's Overall
World Cup  Champion as well as the 1998 World Cup Downhill and Super G Champion.
Athletes  endorsing  and using Marker  bindings won more World Cup trophies than
those using  other  bindings on the World Cup.  These  athletes  scored 25 wins,


                                       7
<PAGE>
finished  second 25 times and finished third 14 times out of 70 World Cup events
(37 men, 33 women),  more than any other group of athletes  endorsing  any other
binding on the World Cup circuit.  The Company  believes that winning World Cup,
World Championship and Olympic competitions at places like St. Anton, Sestrieres
and  Nagano  increases  the  Company's  visibility  in the  marketplace.  Marker
engineers also use these  competitions as  opportunities to work with the Marker
skiers to develop new products and to test and refine prototypes,  with the goal
of benefiting skiers of all levels.


         For its snowboard  products,  the Company markets the "Santa  Cruz(TM)"
and  "Marker(TM)"  brands  through  the  implementation  of product  advertising
programs with its distribution  subsidiaries and its  distributors.  The Company
and certain  distributors  also sponsor teams of professional  riders as part of
the Company's  marketing and  communications  strategy.  These riders  typically
enter into endorsement  contracts with the Company,  with a length of one to two
years,  providing for a base payment to the rider, with additional  payments for
placing in a competition.  These riders are involved in the testing phase of new
or prototype  products and often contribute ideas for future  developments.  The
riders  participate in  International,  World-Cup,  Pro Tour and other events to
promote "Santa Cruz(TM)" and "Marker(TM)"  products. The first ever Olympic Gold
Medal in the men's snowboard  halfpipe  competition at Nagano,  Japan was won by
Gian Simmen on a "Santa Cruz(TM)" snowboard  manufactured by Marker in Salt Lake
City.  Bertrand  Denervaud,  who rides "Santa  Cruz(TM)"  snowboards  and is the
five-time overall World Pro Tour winner, endorses the Company's products.

Sales

         Approximately  60% of the Company's  total ski binding  orders for each
fiscal year are obtained through its "Pre-Season Sales Program," which runs from
February  1st  through   September  15th.  In  clothing,   luggage  and  gloves,
approximately 75% of the total orders for a fiscal year are obtained during this
period.  The volume of orders is affected by the volume of the retailers'  prior
season's  sales  and  inventory  levels.   Marker  bindings  ordered  under  the
Pre-Season Sales Program are shipped to retailers from July through November and
are  recorded by the Company as sales on the date of  shipment.  This results in
the  recording of the majority of the  Company's  annual sales during its second
and  third  fiscal  quarters.   Although  certain  of  Marker's  customers  have
contributed  significantly to the Company's sales, no customer  represented more
than 10% of its sales in any of the last three years.

         Approximately  35% of the Company's  total ski binding  orders for each
fiscal year are obtained through its "Reorder  Program," which includes products
ordered  after  September  15th and  shipped  before  March  31st of each  year.
Bindings sold under the Reorder  Program usually include models in the Company's
existing  inventory  and  products  which will be  discontinued  in the upcoming
season. The success of the Reorder Program primarily affects the Company's third
and fourth fiscal quarter results.

         Approximately 5% of the Company's total ski binding orders for a fiscal
year are obtained through its Shop and Pro Programs, which offer reduced pricing


                                       8
<PAGE>
on the Company's  products to retail ski shop  employees,  ski  instructors  and
other professionals in the industry.  The Company believes that  recommendations
from  sales  persons  and  professional  skiers  can be an  important  factor in
influencing consumer decisions to purchase a particular binding brand.


         Sales of the Company's  snowboard  products have historically  occurred
during the pre-season  period.  As the snowboard  market matures and the Company
begins its own distribution in certain major markets,  the Company believes that
the sales of  snowboard  products  will begin to  approximate  the timing of ski
binding sales.

Product Development and Intellectual Property

         In order to maintain its  leadership  position and to continue to offer
technologically advanced ski bindings, snowboards and Interface Step-in SystemTM
bindings,  the Company continues to devote resources to improving and developing
its  current  products  and  those  it will  use in the  future.  The  Company's
research,  development and design of both ski and snowboard  bindings is managed
by the Company's  Research and Development  Department (the "R&D Department") at
the  Company's  plant  in  Eschenlohe,   Germany.   The  Company  has  developed
substantially all of the Company's proprietary  technology used in manufacturing
Marker ski bindings and has acted in partnership  with others in the development
of the Interface  Step-in SystemTM  binding.  During fiscal years 1998, 1997 and
1996, the Company's  research and development  expenses were  approximately $4.0
million, $3.1 million, and $2.8 million, respectively.

         Product  development  is a  result  of the  integrated  efforts  of the
Company's R&D,  Manufacturing and Sales departments,  all of which work together
to generate new ideas to be  incorporated  into its  products.  The Company also
regularly receives  suggestions from ski racers and snowboard riders who use the
Company's  products.  After the  Company  decides  to use a new  component  in a
product,  the R&D  Department,  with the  assistance of machine shop  personnel,
integrates the  mechanical  process and refines the product design and mechanism
of the developing  product.  Simultaneously with the development of the internal
mechanisms  of its  products,  the Company  usually  engages an outside  firm to
assist in the  determination of colors and the integration of shape with the new
technology.

         The Company has a state-of-the-art laboratory used for testing products
in  the  development  stage  as  well  as  products  currently  on  the  market.
Additionally, the laboratory technicians regularly test products produced by the
Company's competitors.

         The R&D  Department  continually  develops new components for which the
Company may obtain patents.  The Company typically files its patent applications
in the  name of  Marker  International  or the  appropriate  subsidiary.  Patent
applications  have been  filed in the United  States,  Germany,  Japan  and,  in
certain cases, the countries in which the Company's competitors  manufacture ski
bindings  or  snowboard  products.  The  Company  has filed  more than 40 patent
applications  over the past three years and  currently  has over 130 families of


                                       9
<PAGE>
patents  and patent  applications  covering  its  technology  filed in  numerous
countries around the world, of which over 35 are devoted to technology currently
in use by the Company.


         The Company has been involved in patent  disputes with its  competitors
in the past. In connection with the resolution of such disputes, the Company has
negotiated  settlements  which  include  cross-licensing   agreements  involving
certain  technology  believed  by the  Company to be  significant.  Based on the
Company's  analysis of its  competitors'  products,  the Company believes it may
have present patent infringement  claims. The Company has not determined whether
to pursue any such claims,  nor is there any assurance  that if so pursued,  the
Company would be successful on the merits.

         The  Company   markets  its  products  under  a  number  of  trademarks
registered in various countries  throughout the world. The Company believes that
the   MARKER   trademark   is   widely   known  as   identifying   high-quality,
high-technology  ski  bindings  and is  deemed  to be a  valuable  asset  of the
Company.  The  Company  is  not  aware  of any  third  party  violations  of its
trademarks.

Competition

         The Company  competes on the basis of the  quality,  technology,  brand
name  recognition and performance of its ski bindings,  snowboards and snowboard
bindings, and related products.  Other competitive factors include marketing and
distribution  methods,  customer  service and the management of sales  promotion
activities.

         The Company devotes  resources to establishing  and maintaining  strong
relationships with retailers and shop personnel through sales clinics, technical
training and certification, and discounted prices to shop personnel. The Company
believes that its strong  relationships  with retailers and shop personnel gives
the Company's ski products  advantageous  shelf space in certain  retail outlets
and recommendations from shop personnel.

         Ski bindings
         ------------

         The Company's primary competitors are Salomon,  Tyrolia,  Rossignol and
ESS. Certain of the Company's  competitors offer other ski equipment in addition
to ski bindings.  Based upon market  surveys of the alpine ski binding market in
the United States (computed in dollars), the Company estimates that its share of
the alpine ski  binding  market was more than 45% for the  1997/98  ski  season.
Foreign  market  surveys  available to the Company  indicate that its alpine ski
binding  market share for such period was more than 40% in Germany and more than
20% in Japan.

         Due to existing  technological and manufacturing  barriers,  as well as
the difficulty of overcoming lack of brand recognition and quality concerns, the
Company does not anticipate the entry of significant  new  competitors  into the
ski binding market.


                                       10
<PAGE>


         Snowboards, Interface System, Bindings and Boots
         ------------------------------------------------

         The  snowboard  industry  has  continued  to grow over the past several
years.  Growth  attracts  entrepreneurs  who bring energy and  creativity to the
industry.  The  snowboard  industry  appears to have reached its natural  growth
limits,  with  supply  exceeding  demand.  The excess  supply has  resulted in a
consolidation  of snowboard  brands and resulted in excess inventory at both the
production and retail levels.

Raw Materials

         The Company requires  various readily  available  metals,  fiber glass,
woods and  plastics to  manufacture  its ski  bindings,  snowboard  bindings and
snowboards.  The Company furnishes its suppliers with the tooling for the metals
and moldings for the plastics used in production. The suppliers then provide the
Company with the required parts. The Company believes it is not dependent on any
one  supplier  or any group of  suppliers  for the raw  materials  necessary  to
manufacture its bindings and snowboards.

Seasonality

         The Company's  business is seasonal in nature and results of operations
vary from quarter to quarter.  Orders for the Company's  products from retailers
and  distributors  are the highest  during the Company's  first fiscal  quarter,
which ends June 30. The Company  ships its  products to fill those  orders,  and
records  significant  sales,  during its second and third fiscal  quarters.  The
Company collects a substantial  portion of its receivables  during its third and
fourth fiscal quarters.  Due to the seasonality of the Company's  business,  the
Company typically  experiences losses or nominal profits in its first and fourth
fiscal quarters and profits in its second and third fiscal quarters.

Working Capital

         Historically,  the Company  satisfies  its working  capital  needs from
credit  facilities  obtained from banks as addressed in Management's  Discussion
and Analysis, set forth in Item 7, below.

Employees and Labor Relations

         None  of  the  Company's  approximately  700  full-time  and  part-time
worldwide employees are unionized.  In Germany,  where more than 450 individuals
are  employed  by the  Company,  the  employees  are  represented  by a worker's
council.  As required by German law,  one of the council  members is paid by the
Company to represent the interests of the workers. The Company believes that its
relations with its employees are good.

                                       11
<PAGE>

         The  Company  was  incorporated  in 1981 under the laws of the State of
Utah. The Company's  principal  executive  offices are located at 1070 West 2300
South, Salt Lake City, Utah 84119 and its telephone number is (801) 972-2100.

Regulations

         Federal,  state and local  environmental  regulations have not had, and
are not expected to have,  any material  adverse  effect upon the  expenditures,
earnings or competitive position of the Company.

Foreign and Domestic Operations and Exports

         Information regarding the Company's operations and assets by geographic
region for the fiscal years ended March 31, 1998,  1997 and 1996 appears in Note
11 of the Notes to Consolidated Financial Statements contained herein.

Item 2.  Properties

         The Company  owns its 57,000  square  foot  combined  headquarters  and
western United States  distribution  facility  located in Salt Lake City,  Utah,
which was completed in fiscal 1995. The Company's  headquarters and distribution
facility is suited to the Company's  business and is presently being utilized at
approximately 70% of its productive  capacity.  The Company also leases an 8,600
square foot warehouse in Manchester, New Hampshire for use as its eastern United
States  distribution  hub. The Company  believes that the  additional  warehouse
space is adequate to meet the needs of the Company's eastern customers.

         The  Company  leases  a  124,146  square  foot  office,   research  and
development and manufacturing  facility in Germany.  Nearly all of the Company's
binding products are manufactured at this facility which houses  technologically
advanced production and quality assurance  machinery.  The Company believes that
the facility is well suited to meet the  manufacturing  needs of the Company and
is presently utilized at approximately 65% of total capacity.  The lease for the
manufacturing facility expires in 2012.

         The  Company  also leases  three  offices in Japan from which sales and
distribution activities are directed. These offices are located in the cities of
Tokyo,  Sapporo and Osaka and comprise  approximately  3,500, 500 and 675 square
feet,  respectively.  In  addition,  Marker  Japan  leases  warehouse  space for
inventory  storage in Tokyo and Osaka  totaling  approximately  12,900 and 1,075
square  feet,  respectively.  Management  believes  that  these  facilities  are
suitable for the required operational needs of Marker Japan.

         The Company owns a 56,608 square foot snowboard  manufacturing facility
located on  approximately  five acres of land which are owned by the Company and
are adjacent to the Company's headquarters in Salt Lake City.

                                       12
<PAGE>

         DNR leases a 2,580 square foot  property in Zurich,  Switzerland  where
its headquarters  are located,  and a 1,507 square foot property also in Zurich,
where its marketing  and sales force is located.  The lease for the 2,580 square
foot headquarters property expires in March 2001. The lease for the 1,507 square
foot sales and marketing facility will expire September 30, 1998 and will not be
renewed.  All operating  activities  for DNR  Sportsystem  will be housed in the
2,580 square foot facility subsequent to September 1998.

         During fiscal year 1998,  the Company began leasing a 4,700 square foot
facility  in  St-Laurent,  Quebec to house  sales and  administration  staff for
Marker  Canada.  Warehouse  space in Canada  is  leased as needed  from a public
warehouse.

Item 3.  Legal Proceedings

         On March 18, 1998,  Thomas P. Sims  ("Sims") and the Company  agreed to
end their then on-going  arbitration  proceedings  and to release all claims and
counterclaims against each other with no monetary exchange. The settlement ended
all disputes between Sims, Sims Sports, Inc., Marker International,  and related
parties  which  began in  September,  1996.  The  disputes  related to a license
agreement between Sims and DNR for the production and distribution of snowboards
and related products bearing the Sims trademark.

         In the  opinion of the  Company,  neither  the  Company  nor any of its
subsidiaries  is currently a party to or subject to any other  material  pending
legal  proceedings.  The nature of the sports of skiing and snowboarding  entail
inherent risks of injury. It is expected that the Company from time to time will
be subject to claims and  lawsuits as a result of the nature of its  businesses.
The Company  maintains  insurance that it believes  meets industry  standards to
protect itself against product liability  claims.  The adequacy of the insurance
coverage and  reserves  established  by the Company to cover  known,  as well as
incurred but unknown,  product liability claims are evaluated at the end of each
fiscal year. There can be no assurance, however, that such coverages or reserves
will be sufficient  protection  against any future legal proceedings  (including
any related payments, settlements or costs).

         In September 1995, the Company,  along with other significant companies
in its  business,  received a letter from the  Department of Justice (the "DOJ")
explaining  that the  pricing  practices  of the  various  companies  in the ski
industry  were being  reviewed.  Although to date the  Company has not  received
additional  correspondence  from the DOJ, there can be no assurance that the DOJ
will not pursue these matters further.


Item 4.  Submission of Matters to Vote of Security Holders

         No matters  were  submitted  to a vote of security  holders  during the
fourth quarter of the fiscal year covered in this report.

                                       13
<PAGE>

                                     PART II
                                     -------

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

         The following table sets forth high and low prices for the common stock
as quoted on NASDAQ  National  Market under the symbol "MRKR" during the periods
indicated.

                 Quarter Ended                          High             Low
                 -------------                          ----             ---
           1996
           ----
              March 31                                 12.38            7.13
              June 30                                   8.88            7.00
              September 30                              9.75            5.75
              December 31                               9.50            5.38
           1997
           ----
              March 31                                  5.75            4.13
              June 30                                   4.88            2.75
              September 30                              7.25            3.13
              December 31                               5.63            3.41
            1998
            ----
              March 31                                  4.50            3.13
              June 30                                   3.69            1.63

         Since  over-the-counter  market quotations reflect inter-dealer prices,
without  retail  mark-up,  mark-down  or  commission  and  may  not  necessarily
represent actual transactions.

         Based upon  information  available  from the  Company's  registrar  and
transfer  agent,  the  Company  estimates  that  at June  30,  1998  there  were
approximately 1,800 holders of record of the Company's common stock.

Dividend Policy

         No dividends  have been  declared on the  Company's  common stock since
1984 and the Company does not anticipate paying any dividends in the foreseeable
future.  It is the present  intention  of the Board of  Directors  to retain all
earnings for working capital purposes.

                                       14
<PAGE>

Item 6.  Selected Consolidated Financial Data

         The following  consolidated  financial  information is provided for the
last five fiscal  years.  The  information  is qualified in its entirety by, and
should be read in conjunction  with, the Consolidated  Financial  Statements and
Notes thereto included herein (in thousands, except per share data and notes).
<TABLE>
<CAPTION>

                                            Consolidated Income Statement Data for Fiscal Year Ended March 31,
                                            ------------------------------------------------------------------
                                                1998            1997            1996             1995              1994
                                                ----            ----            ----             ----              ----
<S>                                          <C>             <C>             <C>              <C>               <C>      
Net sales                                    $  94,271       $ 126,403       $  87,911        $  83,962         $  82,637
Cost of sales                                   63,917          80,531          52,608           48,878            49,572
                                             ---------       ---------       ---------        ---------         ---------
Gross profit                                    30,354          45,872          35,303           35,084            33,065
                                             ---------       ---------       ---------        ---------         ---------
Operating expenses:
   Selling                                      15,315          15,553          14,592           13,049            13,029
   General and administrative                   11,447          12,840          10,559            9,314             9,316
   Research and development                      3,951           3,141           2,762            2,349             2,158
   Warehouse and shipping                        2,255           1,827           1,566            1,455             1,343
   Amortization of goodwill and
     intangibles                                   735             621             -                -                -
   Loss from write down of goodwill and
     intangibles                                 8,000              -              -                -                -
                                             ---------       ---------       ---------        ---------         ---------
     Total operating expenses                   41,703          33,982          29,479           26,167            25,846
                                             ---------       ---------       ---------        ---------         ---------
Operating (loss) income                        (11,349)         11,890           5,824            8,917             7,219
                                             ---------       ---------       ---------        ---------         ---------
Other income (expense):
   Interest expense                             (5,794)         (5,104)         (5,193)          (4,999)           (4,316)
   Investment in unconsolidated
     subsidiary                                     -             (281)          1,595               -                 -
   Other, net                                      152            1,274          2,072            1,584               826
                                             ---------       ---------       ---------        ---------         ---------
     Total other income (expense)               (5,642)         (4,111)         (1,526)          (3,415)           (3,490)
                                             ---------       ---------       ---------        ---------         ---------
(Loss) income before income taxes,
     minority interest and cumulative
     effect of accounting change               (16,991)          7,779           4,298            5,502             3,729
Provision for income taxes                        (522)         (1,656)           (609)          (1,395)             (510)
Minority interest                                  184          (1,521)             -                -                 -
                                             ---------       ---------       ---------        ---------         ---------
(Loss) income before cumulative effect
     of accounting change                      (17,329)          4,602           3,689            4,107             3,219
Cumulative effect of accounting change,
     net of tax                                     -               -             (266)              -                 -
                                             ---------       ---------       ---------        ---------         ---------
Net (loss) income                            $ (17,329)      $   4,602       $   3,423        $   4,107         $   3,219
                                             =========       =========       =========        =========         =========
Net (loss) income applicable to common
     shares                                  $ (17,329)      $   4,602       $   3,423        $   3,653 (1)     $   1,803 (1)
                                             =========       =========       =========        =========         =========
Net (loss) income per common share: 
        Basic                                $   (1.56)      $    0.45       $    0.41 (2)    $    0.50         $    0.31
                                             =========       =========       =========        =========         =========
        Diluted                              $   (1.56)      $    0.45       $    0.40 (2)    $    0.50         $    0.31
                                             =========       =========       =========        =========         =========
</TABLE>
     _____________
 (1) Net income applicable to common shares reflects the following  transactions
     as if they occurred on April 1, 1993 (the  beginning of fiscal  1994):  (a)
     the exchange of Series A preferred  stock  (including the premium  thereon)
     for  378,572  shares  of  Common  Stock  resulting  in the  elimination  of
     dividends totaling  approximately $87,000 and $387,000 for the fiscal years
     ended March 31,  1995 and 1994,  respectively,  (b) the  exchange of Series
     A-1,  A-2 and A-3  redeemable  preferred  stock for $19  million  aggregate
     principal  amount  of  Series  A-1,  A-2 and  A-3  bonds  resulting  in the
     treatment of dividends  totaling  approximately  $454,000 and $1,416,000 as
     interest  expense net of the related tax effect for the fiscal  years ended
     March 31, 1995 and 1994,  respectively,  and (c) the 3,604 to 1 stock split
     of the Company's outstanding Common Stock.

 (2) For the  fiscal  year  ended  March  31,  1996,  the  cumulative  effect of
     accounting  change  (CEC)  decreased  net income per common share $0.03 per
     share. This resulted in diluted net income per common share before CEC of $
     0.43 and after CEC of $ 0.40.

                                       15
<PAGE>
<TABLE>
<CAPTION>

                                                 Consolidated Balance Sheet Data at March 31,
                                        ---------------------------------------------------------------
                                    1998           1997           1996           1995           1994
                                 ---------      ---------      ---------      ---------       --------

<S>                              <C>            <C>            <C>            <C>            <C>     
Current assets                   $ 77,614       $ 78,271       $ 64,592       $ 66,856       $ 45,093
Total assets                      105,120        117,140         87,265         82,998         56,540
Current liabilities                70,868         57,146         51,045         44,930         36,922
Long-term debt, net of
   current maturities              14,898         16,487          5,452          6,244          3,324
Series A Bonds, net of
   current maturities               5,500         10,000         10,000         13,500           --
Minority Interest                   1,447          1,810           --             --
Redeemable preferred stock           --             --             --             --           19,000
Total shareholders'
   equity (deficit)                12,407         31,697         20,768         18,324         (2,706)
</TABLE>


Item 7.  Management's Discussion and Analysis of Consolidated Financial
           Condition and Results of Operations

Overview

         Marker International is a leading designer, developer, manufacturer and
marketer of alpine ski bindings in the United States and  throughout  the world.
The Company is a holding company which operates through its subsidiaries, Marker
Germany,   Marker  USA,   Marker  Japan,   Marker  Austria  and  Marker  Canada.
Substantially  all of the  Company's  ski  bindings are  manufactured  by Marker
Germany,  which also  distributes  bindings in Germany,  to  subsidiaries of the
Company and to independent  distributors in countries where the Company does not
have a  distribution  subsidiary.  Marker USA and Marker  Japan each has its own
sales force and  marketing  departments  for sales and marketing of bindings and
related parts  directly to retailers in the United States and to both  retailers
and wholesalers in Japan, respectively. In January 1998, Marker Canada began its
own distribution of Marker ski bindings and snowboard equipment along with other
brand name sporting  equipment,  including,  Tecnica ski boots,  in-line skates,
trekking boots and Volkl skis and tennis  equipment  Marker Austria  distributes
the Company's ski bindings into Austria through an independent sales force.

         Marker Ltd., also a subsidiary of the Company, designs, distributes and
sells to  retailers  the  Company's  clothing,  gloves and luggage  products for
skiing  and  other  recreational  activities.  The  principal  markets  for  the
Company's products are North America, Europe and Asia.

         In addition,  the Company, is a designer,  developer,  manufacturer and
marketer of  snowboards,  Interface  Step-in  SystemsTM,  traditional  snowboard
bindings  and  snowboard  boots.  The Company  operates its  snowboard  business
through its 80% owned subsidiary, DNR , and its wholly-owned  subsidiaries,  DNR
USA,  DNR North  America and DNR Japan.  DNR designs,  develops and  distributes
snowboards and related products.  Currently, DNR USA manufactures snowboards for
distribution  under the Santa CruzTM and MarkerTM  brand  names.  Subsequent  to

                                       16
<PAGE>

year-end  the  Board of  Directors  authorized  the  disposal  of the  Company's
snowboard manufacturing operations if such disposal were subsequently determined
by senior  management  to be in the best  interests  of the  Company.  DNR North
America  and DNR  Japan,  through  their own  sales  force,  market  snowboards,
Interface Step-in SystemsTM,  snowboard bindings and boots directly to retailers
in the United States and Japan, respectively.

         Marker Germany receives payment primarily in German Marks ("Marks") for
ski bindings sold. For subsidiaries of the Company  (principally  Marker USA and
Marker Japan), Marker Germany may allow payment for ski bindings sold to be made
in the functional currency of the subsidiary. Marker Germany or the distribution
subsidiary,  as  applicable,  routinely  enters into  forward  foreign  exchange
contracts with financial institutions in order to fix the cost of converting the
functional  currency to Marks.  Sales prices for the ski bindings offered to the
subsidiaries and ultimately the price the subsidiaries offer for the sale of the
ski bindings to their  customers  is based upon,  among other  things,  the rate
afforded  by the  forward  foreign  exchange  contracts  and market  conditions.
Accordingly,  the  relationship  of the  exchange  rate  between the  functional
currency of the  subsidiary  and the Mark has a direct impact on the cost of the
products sold by the distribution subsidiary.

         From fiscal 1995 to fiscal 1996, fiscal 1996 to fiscal 1997, and fiscal
1997 to fiscal 1998, based upon forward foreign exchange  contracts entered into
by the Company,  the United States dollar  ("Dollar")  decreased in value 12.3%,
increased in value 2.1% and increased in value 2.7%,  respectively,  against the
Mark.  During the same periods,  based upon forward foreign  exchange  contracts
entered  into by the  Company,  the  Japanese  yen  ("Yen")  increased  by 1.9%,
increased  by 2.7% and  decreased  by  15.6%,  respectively,  against  the Mark.
Assuming  that  foreign  exchange  rates  between  the Dollar and the Mark,  and
between the Yen and the Mark,  had remained  constant from fiscal 1995 to fiscal
1996,  fiscal 1996 to fiscal 1997, and fiscal 1997 to fiscal 1998, the Company's
cost of sales would have decreased by approximately  $2.4 million,  increased by
approximately  $0.7  million,  and  decreased  by  approximately  $0.7  million,
respectively.  The total  deferred loss on forward  foreign  exchange  contracts
which were accounted for as hedges of firm  commitments was  approximately  $1.1
million at March 31, 1998.

         In  accordance  with  United  States  generally   accepted   accounting
principles, upon consolidation of the Company's financial statements, the income
and expense items of the Company's  foreign  subsidiaries  are translated at the
weighted  average  rates of exchange  prevailing  during the period.  Therefore,
Marker's results of operations are subject to translation  risks and can vary as
a result of fluctuations in the exchange rates between the functional currencies
of such foreign subsidiaries and the Dollar.

         In addition,  upon consolidation of the Company's financial statements,
the assets and liabilities of the Company's foreign  subsidiaries are translated
into Dollars  from their  functional  currencies  at the rate of exchange on the
last  day  of  the  fiscal  year.   Therefore,   Marker's   consolidated  assets

                                       17
<PAGE>
and  liabilities  may vary as a result of  fluctuations  in the  exchange  rates
between the functional  currencies of such foreign  subsidiaries and the Dollar.
The resulting  translation  adjustments from foreign  currency  fluctuations are
recorded in  shareholders'  equity as cumulative  foreign  currency  translation
adjustments.

         The Company's  business is seasonal in nature and results of operations
vary from quarter to quarter.  Orders for the Company's  products from retailers
are highest during the Company's first fiscal  quarter,  which ends June 30. The
Company  ships its  products to fill those  orders,  and  records a  significant
portion of its annual sales,  during its second and third fiscal  quarters.  The
Company then collects a substantial  portion of its receivables during its third
and fourth fiscal quarters.  In accordance with industry practice, a substantial
portion of the Company's accounts receivable remains outstanding for five to six
months and a small percentage remains outstanding for up to eight months.  These
factors  result in variations in the  Company's  results of operations  and cash
flows.

Results of Operations

Fiscal 1998 Compared to Fiscal 1997

         The  Company's  net  sales  decreased  25.4%  in  fiscal  1998 to $94.3
million,  compared to $126.4  million in fiscal 1997.  The decrease in net sales
related primarily to the Company's snowboard business.  The Company was enjoined
from the  distribution  of Sims branded  products in fiscal 1998 which accounted
for more  than  $29.0  million  in  sales in  fiscal  1997.  As a result  of the
settlement  reached with Sims Sports,  Inc. (see Legal Matters),  the Company no
longer distributes Sims branded  snowboards.  In addition,  the Company believes
the snowboard industry experienced a significant  oversupply problem which began
in late  fiscal 1997 and  continued  throughout  fiscal  1998.  This  oversupply
contributed to the lower sales of the Company's snowboard products.  The Company
is currently  evaluating its snowboard operations  worldwide.  The Company's ski
binding  sales in fiscal  1998 were  relatively  level with fiscal  1997,  while
softgood sales increased by approximately $3.5 million in fiscal 1998,  compared
to fiscal 1997.

         Gross profit for fiscal 1998 decreased to $30.4 million,  and decreased
as a percentage of sales to 32.2%, compared to $45.9 million, or 36.3% of sales,
for fiscal 1997. The reduction in gross profit  percentage was related primarily
to the Company's snowboard operations. In fiscal 1998, the Company had its first
full year of production at its newly completed snowboard  manufacturing facility
in Salt Lake City.  Lower  demand for  snowboards  in fiscal  1998  resulted  in
under-utilization  of the manufacturing  facility which caused the manufacturing
facility to operate at a negative  gross  margin.  This  negative  gross  margin
contributed  to  approximately  2% of the gross  profit  percentage  decrease in
fiscal 1998.  The lower demand for  snowboard  products  also  resulted in lower
sales prices which lowered the overall gross margin.

                                       18
<PAGE>

         Operating expenses increased to $41.7 million for fiscal 1998, compared
to $34.0  million  for  fiscal  1997.  The  primary  cause for the  increase  in
operating  expenses  was $8.0  million  non-cash  charge for the  write-down  of
goodwill and  intangibles  related to the DNR operations  which were acquired in
two parts during fiscal 1996 and 1997. The write-down related to the termination
of the Sims  license.  Excluding  the non-cash  write-down,  operating  expenses
decreased by $0.3  million.  As a percentage  of net sales,  operating  expenses
increased  from 26.9% in fiscal 1997 to 44.2% in fiscal 1998.  The increase is a
result  of  lower  net  sales  and  higher  operating  expenses,  including  the
write-down of goodwill, during fiscal 1998 as compared to fiscal 1997.

         Interest expense increased  approximately  $0.7 million to $5.8 million
for fiscal 1998,  compared to $5.1 million for fiscal 1997.  The increase is the
result of higher average outstanding  balances on the Company's existing line of
credit  arrangements  and higher weighted  average  interest rates on the credit
lines for fiscal 1998 as compared to fiscal 1997.

         Other income items  decreased to $0.2 million in fiscal 1998,  compared
to $1.0 million in fiscal 1997. The decrease is  attributable in part to forward
foreign exchange contracts held by the Company at March 31, 1998, which were not
accounted for as hedging  transactions.  As a result,  the Company  adjusted the
contracts  to market value and recorded a loss of  approximately  $1.3  million,
which has been recorded in other expense.

         The  provision for income taxes  decreased  from $1.7 million in fiscal
1997 to approximately $0.5 million in fiscal 1998. The decrease in the provision
for income taxes was attributable to lower pre-tax income.

Fiscal 1997 Compared to Fiscal 1996

         The  Company's  net sales for the  fiscal  year  ended  March 31,  1997
increased  to $126.4  million,  compared to $87.9  million in fiscal  1996.  The
increase in net sales is  attributable  to the  consolidation  of  approximately
$43.8  million of DNR's net sales into the Company's  operating  results for the
year ended March 31, 1997. Net sales decreased by approximately  $4.4 million as
a result of the weighted average rates of exchange used to consolidate the sales
of the German  and  Japanese  subsidiaries  from their  functional  currency  to
Dollars.

         During  fiscal 1997,  Sims  terminated a license  agreement  (the "Sims
License")  between DNR and Sims.  The Sims  License  required  that DNR pay Sims
certain  royalties as a percentage  of DNR's gross sales  arising from  products
sold under the Sims brand and that the Sims  products  comprise  at least 60% of
DNR's total sales.

         Gross profit for fiscal 1997 increased to $45.9 million,  but decreased
as a percentage of sales to 36.3%, compared to $35.3 million, or 40.2% of sales,
for  fiscal  1996.  The  increase  in  gross  profit  was  attributable  to  the

                                       19
<PAGE>

consolidation  of DNR's  operating  results.  The  decrease  in gross  profit as
apercentage of sales was primarily a result of lower gross margins recognized by
DNR,  compared to the  consolidated  margin  percentage of the  Company's  other
subsidiaries. Historically, DNR has recognized gross margin only on sales of its
products to  distributors  at the wholesale  level,  unlike the Company's  other
subsidiaries, which have recognized gross margin from sales of their products at
the production, wholesale and distribution levels.

         Operating expenses increased to $34.0 million for fiscal 1997, compared
to $29.5 million for fiscal 1996. The overall increase in operating expenses was
primarily  a  result  of  the  consolidation  of  DNR's  operating  expenses  of
approximately  $5.0  million  with  those  of the  Company.  Operating  expenses
decreased for both Marker Germany and Marker Japan as a result of changes in the
foreign  exchange  rates used to  consolidate  the  operating  expenses of those
entities,  from their functional  currency to Dollars.  Research and development
expenses increased as a result of research and development for the new Logic 1TM
series  alpine  ski  binding  and  the   consolidation  of  DNR's  research  and
development expenses during fiscal 1997, compared to fiscal 1996.

         Interest  expense  decreased to  approximately  $5.1 million for fiscal
1997,  compared to $5.2  million for fiscal  1996.  The primary  reasons for the
decrease in interest expense were a lower outstanding balance of Series A Bonds,
lower interest  rates on various other  borrowings and the effect of the foreign
exchange  rates used for  consolidation.  The  decrease  was offset in part by a
corresponding  increase  in  interest  expense as a result of higher  borrowings
related to the purchase of DNR.

         Other income items  decreased to $1.0 million in fiscal 1997,  compared
to $3.7 million in fiscal 1996. The decrease was  attributable to recognition of
the Company's equity share of an unconsolidated  subsidiary's net income,  which
totaled  approximately $1.6 million for fiscal 1996, but which was a net loss of
$0.3 million for fiscal 1997.  In addition,  during fiscal 1997 and fiscal 1996,
the Company  purchased  and sold foreign  exchange  options and forward  foreign
exchange  contracts,  which were not accounted for as hedges and resulted in the
Company  recording  net gains of  approximately  $0.8 million and $1.0  million,
respectively.

         The  provision  for income  taxes  increased  from  approximately  $0.6
million  in fiscal  1996 to  approximately  $1.7  million  in fiscal  1997.  The
provisions  for income  taxes for the fiscal years ended March 31, 1997 and 1996
were calculated using the estimated consolidated annual effective tax rate which
considers the effective tax rates of domestic and foreign tax jurisdictions. The
increase in the  provision  for income taxes was primarily a result of increased
pre-tax  income for fiscal 1997 compared to fiscal 1996. In addition,  in fiscal
1996,  the  Company's  effective  tax rate was lower as a result of  recognizing
deferred tax assets.
                                       20
<PAGE>

Liquidity and Capital Resources

         The  Company's  primary cash needs are for  purchases of raw  materials
inventory  for  production,   finished  goods  inventory,  funding  of  accounts
receivable,   capital   expenditures   and  strategic   business   acquisitions.
Historically,  the Company's primary sources of cash for its business activities
have been cash flows from  operations and  borrowings  under its lines of credit
and term loans.

         Working capital  decreased from $21.1 million at March 31, 1997 to $6.7
million,  at March 31,  1998.  The  decrease  in working  capital  is  primarily
attributable to financing increases in accounts receivable, inventory levels and
capital expenditures, and from the Company's net loss.

         During  fiscal 1998,  the Company spent  approximately  $7.1 million on
capital  expenditures  which consisted  primarily of manufacturing  equipment in
Germany and furniture and fixtures and automobiles in the U.S.

         At March 31, 1998, the Company's primary sources of liquidity consisted
of $4.2 million in cash and cash  equivalents  and  available  borrowings  under
lines of credit. At March 31, 1998, the Company had approximately  $80.7 million
available   borrowings  under  lines  of  credit,   of  which  it  had  borrowed
approximately  $48.6  million.  The Company's  borrowings  under lines of credit
typically  reach their maximum  during the Company's  third fiscal  quarter.  In
fiscal 1998 and 1997, the Company had maximum  borrowings  outstanding under its
lines of credit of approximately $74.2 and $68.3 million, respectively.

         At March 31,  1998,  the Company  was not in  compliance  with  certain
financial  covenants  under a $25 million line of credit  agreement  with a U.S.
Bank  with  aggregate  outstanding  borrowings  under  such  agreement  of $24.9
million.  As of June 1998,  the Company has notified  such bank that the Company
believes it has insufficient cash to fund its obligations. The Company requested
that the bank increase the $25 million  credit line (the "U.S.  Credit Line") by
up to $10 to $12 million. On June 26, 1998 the bank notified the Company that it
was  unwilling  to  increase  the $25  million  credit line and that the Company
should seek to cure the non-compliance within 30 days. While the Company and the
bank  are   discussing   alternatives   to  mitigate  the  Company's   financial
difficulties,  there can be no assurance that  satisfactory  agreements  will be
reached  between the Company and current or  prospective  lenders.  In the event
that the non-compliance is not cured, the bank may exercise its rights to demand
payment of all  amounts  and/or  foreclose  on the  Company's  assets  which are
pledged  as   collateral   under  the   agreement   which  could  also  lead  to
cross-defaults  under the Company's  other credit  arrangements.  In that event,
there can be no  assurance  that the Company will be able to continue as a going
concern.

         In May 1998, the Company's  Board of Directors  retained an independent
firm to assist the Company in developing and implementing a restructuring  plan,

                                       21
<PAGE>

while  negotiating  a  refinancing  with its lenders.  In addition,  on June 23,
1998,the Board of Directors  authorized the disposal of the Company's  snowboard
manufacturing operations if such disposal were subsequently determined by senior
management  to be in the best  interests  of the  Company.  In  addition  to the
manufacturing  operations,  the Board of Directors is  evaluating  the Company's
overall  snowboard  business,  which may  result  in  changes  to the  Company's
snowboard operations.

         The Company is in the process of  evaluating  the  financial  impact of
these  events  which could vary  significantly  depending on whether the Company
decides to totally dispose of its entire snowboard business.  At March 31, 1998,
the Company had total consolidated assets related to its snowboard operations of
approximately  $25.2  million,  which  included  approximately  $7.9  million of
goodwill. In addition, at March 31, 1998, the Company's snowboard  manufacturing
equipment is under a seven year  operating  lease with  remaining  minimum lease
payments of $3.0 million.  There can be no assurance  that future  benefits from
these asset amounts will be realized in light of the events  described above, or
that  additional  liabilities  and costs will not arise  that are not  presently
reflected in the March 31, 1998 consolidated  financial  statements.  All of the
above could have a material  adverse  effect on the  financial  condition of the
Company.

         In  addition,  subsequent  to year  end,  in  accordance  with the bond
agreements,  the Series A Bondholder  exercised  its  redemption  privilege  and
called for payment of one Series A-1 bond for $2.0 million,  due October 1, 1998
and one Series A-2 bond for $2.5 million, due December 16, 1998 (see Note 3).

                  Although  the  Company is seeking  alternatives  which,  among
other things, include restructuring the Company,  obtaining additional financing
or entering  into a new business  alliance,  there can be no assurance  that the
Company will be successful in such endeavors.  Accordingly,  the Company may not
be able to continue as a going concern and, among other things,  could be forced
to seek protection from its creditors. (see Item 1. Business - Recent Events).

Year 2000 Computer Issue

         Many  currently  installed  computer  systems and software are coded to
accept only two digit  entries in the date code field.  Beginning the year 2000,
these date code  fields will need to accept  four digit  entries to  distinguish
twenty-first century dates from twentieth century dates. As a result, within the
next two years, computer systems and/or software used by many companies may need
to be upgraded to comply with such "Year 2000" requirements.

         The  Company has  developed  plans to modify its  computer  information
systems enabling proper processing of data relating to the year 2000 and beyond.
The Company is now in the process of executing  its plan and expects all systems
to be compliant by end of fiscal 1999.  This will allow time for the testing for
compliance.  The total cost of the  project  is  estimated  to be  approximately
$150,000.  While  there  can be no  assurance  that Year  2000  matters  will be

                                       22
<PAGE>
satisfactorily identified and resolved, the Company currently believes that Year
2000 issues will not have a material adverse effect on the Company.

Item 8.  Consolidated Financial Statements and Supplementary Data

         Refer to Consolidated Financial Statements included separately herein.

Item 9.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure.

         None


                                       23
<PAGE>

                                    PART III

Item 10.  Directors and Executive Officers of the Registrant

         The  following  table  sets  forth  information  with  respect  to  the
executive officers and Directors of the Company:
<TABLE>
<CAPTION>

                                                                 Date
                                                             Appointed to
                                                                Present            Other Business Experience
             Name                       Title          Age     Position               During Past Five Years
----------------------------    -------------------    ---   ------------   --------------------------------
<S>                             <C>                     <C>        <C>      <C> 
Henry E. Tauber (1)             President of            57         1984     Same
                                Marker 
                                International

Eiichi Isomura                  Chairman of Marker      61         1981     President of Isomura Sangyo Kaisha Ltd.
                                Japan, Executive Vice                            and President of Isomura 
                                President and a                    1990     Seisakusho KK.
                                Director of Marker
                                International

Dr. Wilhelm Fahrngruber         Chairman and            57         1990     Same
                                Managing Director
                                of Marker 
                                Germany

Otto H. Harsanyi                Director of Marker      50         1992     Patent Engineer and General Manager of
                                Germany and                                 Group Bernard Tapie, 1986-1992
                                Assistant Secretary
                                of Marker
                                International

Kirk S. Langford                Executive Vice          43         1994     Vice President of Marker USA, 1992-
                                President of                                1994; Director of Sales of Marker USA,
                                Marker USA                                   1990-1992

Daryl P. Santos                 Vice President of       46         1985     Same
                                Marker 
                                International

Premek Stepanek                 Managing Director       61         1991     Same
                                of Marker 
                                Germany

Brad L. Stewart (2)             Executive Vice          40         1996     Vice President and Chief Financial
                                President,                                  Officer of Marker International
                                Secretary and                               1991-1996
                                Treasurer of 
                                Marker
                                International

Kevin Hardy                     Chief Financial         34         1997     Chief Financial Officer Marker USA and
                                Officer of Marker                           Marker Ltd. 1991 - 1997
                                International

Graham S. Anderson              Director                65         1985     Chairman and Chief Executive Officer of
                                                                            Pettit-Morry Co., 1987-1994.  Director
                                                                            of Commerce Bank Corporation, Gray
                                                                            Harbor Paper Company and Acordia
                                                                            Northwest, Inc.  Chairman of the
                                                                            National Association of Insurance
                                                                            Brokers and Alberg Holding Company.

John G. McMillian (3)           Chief Executive         72         1998     Director of Marker International, 1990
                                Officer and                                 - present.  Chairman of the Board,
                                Chairman of the                             President and Chief Executive Officer
                                Board of Marker                             of Allegheny & Western Energy
                                International                               Corporation, 1987-1995; Director of
                                                                            SunBank Miami N.A. (Sun Trust).

Vinton H. Sommerville           Director                61         1990     Chief Executive Officer and Chairman of
                                                                            the Board of Slim Sommerville, Inc.,
                                                                            1988-present.

Lucio Roffi (4)                 Chairman and Chief      53         1996     Chairman and Chief Executive Officer of
                                Executive Officer                           DNR, 1990 - 1997.
                                of DNR and Director
                                of Marker
                                International
---------------------------------
</TABLE>

                                       24
<PAGE>

(1)      Effective as of June 23, 1998,  Mr. Tauber is no longer  serving as the
         Company's  Chief  Executive  Officer  and  Chairman  of  its  Board  of
         Directors.  Mr. Tauber  continues to serve as the Company's  President.
         See Note 3 below.

(2)      Effective as of June 23, 1998,  Mr. Stewart is no longer serving as the
         Company's Chief Operating  Officer.  Mr. Stewart  continues to serve as
         the Company's Executive Vice President, Secretary and Treasurer.

         Effective as of June 23, 1998, Robert Sind has been temporarily  acting
         as Chief  Operating  Officer of the Company.  Mr. Sind is president and
         chief executive officer of Recovery Management Corporation,  a Delaware
         corporation  ("RMC"),  positions  he has held for more than five years.
         Mr. Sind also serves as a director of each of Leslie Fay Company,  Inc.
         and Kasper  A.S.L.  Ltd.  RMC was  engaged  by the  Company in May 1998
         pursuant to a four-month  consulting  contract (the "RMC  Contract") to
         assist the Company in developing and implementing a restructuring  plan
         for the Company,  while  negotiating  a  refinancing  with its lenders.
         Pursuant to the RMC Contract,  RMC receives a consulting fee of $50,000
         per month from the Company,  payable at the beginning of each month, as
         well as reimbursement of certain out-of-pocket  expenses, for which the
         Company advances $20,000 to RMC on a continuing basis. In addition, Mr.
         Sind  may be  entitled  to a  success  fee as  well  as  shares  of the
         Company's  stock,  the latter of which is currently  being discussed by
         the  Company's  Board of  Directors.  Mr. Sind has notified the Company
         that he will  continue to serve as Chief  Operating  Officer  until the
         earlier of (i) the  expiration  of the RMC Contract in September  1998,
         (ii) the  Company's  inability to continue as a going  concern or (iii)
         such other date as may be  determined  by the Company or Mr. Sind.  See
         
                                       25
<PAGE>
         "Item 1. Business - Recent Events" and "Item 7. Management's Discussion
         and  Analysis  of  Consolidated  Financial  Condition  and  Results  of
         Operations - Liquidity and Capital Resources."

(3)      Effective  as of June 23,  1998,  Mr.  McMillian  has been  temporarily
         acting as the  Company's  Chief  Executive  Officer and Chairman of its
         Board of Directors. Mr. McMillian continues to receive an annual fee of
         $20,000  for  serving  on  the   Company's   Board  of  Directors   and
         reimbursement of expenses for each Board or committee meeting attended.
         Mr. McMillian may receive additional  compensation in his capacities as
         Chief Executive  Officer and Chairman of the Board.  Mr.  McMillian has
         notified  the Company that he will serve in such  capacities  until the
         earlier of (i) the  Company's  inability to continue as a going concern
         or (ii) such  other  date as may be  determined  by the  Company or Mr.
         McMillian.   See  "Item  1.  Business   Recent  Events"  and  "Item  7.
         Management's   Discussion  and  Analysis  of   Consolidated   Financial
         Condition and Results of Operations - Liquidity and Capital Resources."

(4)      Resigned  as Chief  Executive  Officer  of DNR and  Director  of Marker
         International in fiscal 1998.

         Each  executive  officer is  appointed  by the Board of  Directors  and
serves at its  pleasure.  Each member of the Board of  Directors,  who is not an
officer or  consultant  of the  Company,  receives  an annual fee of $20,000 for
serving on the Board of Directors and  reimbursement  of expenses for each Board
or  committee  meeting  attended.  Directors  of the  Company  are  eligible  to
participate in the Company's 1994  Non-Qualified and Incentive Stock Option Plan
(the  "Stock  Option  Plan").  On April 15,  1997  Graham S.  Anderson,  John G.
McMillian  and Vinton H.  Sommerville  were each granted  5,000 stock options at
market value.

                                       26
<PAGE>

Item 11.  Executive Compensation

         The following table sets forth the compensation  paid or accrued by the
Company  to or on behalf of its Chief  Executive  Officer  and each of its other
four most highly  compensated  executive  officers  who earned over  $100,000 in
fiscal years 1998, 1997 and 1996 (collectively,  the "Named Executive Officers")
for services  rendered  during the fiscal  years ended March 31, 1998,  1997 and
1996, respectively.
<TABLE>
<CAPTION>

                                            SUMMARY COMPENSATION TABLE
                                                                                     Long-Term
                                                   Annual Compensation              Compensation
                                                                  Other Annual         Awards
     Name and Principal         Fiscal    Salary       Bonus      Compensation        Options        All Other (4)
           Position              Year         $         $                $                 #         Compensation
---------------------------    -------   ---------  --------     ---------------- ---------------    ------------

<S>                               <C>      <C>        <C>                <C>            <C>                 <C>  
Henry E. Tauber                   1998     287,500         -            (3)                  -              2,500
   President and Chief            1997     300,000    25,000            (3)                  -                500
   Executive Officer of           1996     300,000    75,000            (3)                  -              1,000
   Marker International

Eiichi Isomura                    1998     190,226         -            (3)                  -                  -
   Chairman Marker Japan and      1997     133,083         -            (3)                  -                  -
   Vice President of Marker       1996     170,677         -            (3)                  -                  -
   International (1)

Dr. Wilhelm Fahrngruber           1998     186,681         -            (3)                  -                  -
   Chairman and Managing          1997     186,681         -            (3)                  -                  -
   Director of Marker             1996     186,681         -            (3)             10,000                  -
   Germany (1)

Lucio Roffi (2)                   1998     324,357   125,000            (3)                  -                  -
   Chairman and Chief             1997     254,808   331,474            (3)                  -                  -
   Executive Officer of DNR       1996           -         -             -                   -                  -
   (1)

Kirk S. Langford                  1998     143,750    35,000            (3)                  -              3,375
   Executive Vice President       1997     121,250    50,000            (3)             20,000              3,425
   Marker USA                     1996     110,000    25,000            (3)             20,000              2,700

Daryl P. Santos                   1998     143,750    35,000            (3)                  -              3,350
   Vice President Marker          1997     117,500    35,000            (3)             20,000              2,550
   International                  1996     110,000    20,000             -              20,000              2,600
</TABLE>
----------
(1)      The Company  pays  salaries to its  employees in the  applicable  local
         currency.  The above salaries are  translated  into US Dollars based on
         exchange rates of US $1 for DM 1.8484, US $1 for Yen 133, and US $1 for
         SFr 1.52 with  respect to the  employees  employed  by Marker  Germany,
         Marker Japan and DNR Sportsystem, respectively.

(2)      During 1998,  Lucio Roffi resigned as CEO of DNR  Sportsystem and is no
         longer employed by the Company.

                                       27
<PAGE>


(Footnotes continued from previous page relating to Summary Compensation Table)

(3)      The amount of perquisites and other personal  benefits  received by the
         indicated  officer  did not  exceed the lesser of $50,000 or 10% of the
         total annual salary and bonus for the year.

(4)      Amounts  indicated  pertain to Company  contributions  to the Company's
         401(k) retirement plan.


         The  Company  has  entered  into  employment   agreements  with  Premek
Stepanek, Managing Director of Marker Germany, Dr. Wilhelm Fahrngruber, Chairman
and Managing Director of Marker Germany and Otto H. Harsanyi, Director of Marker
Germany. Mr. Stepanek, Dr. Fahrngruber and Mr. Harsanyi receive base salaries of
$124,432, $186,681 and $94,676, respectively (based on an exchange of the German
Mark to the US Dollar of US $1 to DM 1.8484). Mr. Harsanyi's contract expires in
1998, Dr.  Fahrngruber's  contract expires in 2000, and Mr. Stepanek's  contract
expires in 2002.

         The Board of Directors has a standing Compensation Committee consisting
of Messrs. John G. McMillian and Graham S. Anderson.  The Compensation Committee
met four times  during the fiscal year ended March 31,  1998.  The  Compensation
Committee's  responsibilities  are:  (a) to determine  and approve  compensation
arrangements for executive officers of the Company and to review and oversee any
stock  option,  stock  award  plan  and  employee  benefit  plan or  arrangement
established by the Board of Directors for the benefit of the executive  officers
of the Company;  and (b) to review and recommend  director and officer  nominees
for election by the Company's  shareholders  or the Board of  Directors,  as the
case  may  be.  The  Compensation  Committee  does  not  have  a  procedure  for
considering  nominees to the Board of Directors who have been recommended by the
shareholders.

Stock Option Grants in Last Fiscal Year

         During the fiscal  year  ended  March 31,  1998,  the  following  stock
options  grants were made to the named  Directors and Executive  Officers of the
Company:
<TABLE>
<CAPTION>

                                                                                                      Potential
                                                                                                     Realizable
                                        Number of                                                 Value at Assumed
                                        Securities                                                  Annual Stock
                                        Underlying     % of Total                                Price Appreciation
                                         Options       Granted in     Exercise      Expiration   for Option Term (b)
 Name                                    Granted       Fiscal 1998    Price(a)         Date         5%         10%  
-----                                    -------       -----------    --------         ----         --         ---  
<S>                                       <C>            <C>            <C>         <C>          <C>        <C>    
Graham S. Anderson                        5,000          22.2%          $4.13       April 2007   $12,950    $32,850
John G. McMillian                         5,000          22.2%          $4.13       April 2007   $12,950    $32,850
Vinton H. Sommerville                     5,000          22.2%          $4.13       April 2007   $12,950    $32,850
</TABLE>

(a)      The exercise  price was fixed at the date of the grant and  represented
         the fair market value per share of Common Stock on such date.

(Footnotes continued from previous page relating to Stock Option Grant Table)

                                       28
<PAGE>

(b)      In accordance with the rules of the Securities and Exchange  Commission
         (the   "Commission"),   the  amounts  shown  on  this  table  represent
         hypothetical gains that could be achieved for the respective options if
         exercised  at the end of the  option  term.  These  gains  are based on
         assumed rates of stock  appreciation of 5% and 10% compounded  annually
         from the date the respective  options were granted to their  expiration
         date and do not reflect  the  Company's  estimates  or  projections  of
         future  prices of the  Common  Stock.  The  gains  shown are net of the
         option exercise price, but do not include deductions for taxes or other
         expenses  associated with the exercise.  Actual gains, if any, on stock
         option  exercises  will depend on the future  performance of the Common
         Stock,  the option  holder's  continued  employment  through the option
         period, and the date on which the options are exercised.

         There were no stock  option  grants  made by the  Company to any of the
Named Executive Officers listed in the Summary Compensation Table.

Aggregated  Stock Option  Exercises in the Last Fiscal Year and Fiscal  Year-End
Values

         During  the  fiscal  year  ended  March  31,  1998,  none of the  Named
Executive  Officers  exercised  stock options to acquire shares of the Company's
Common Stock.  The following  table sets forth  information  with respect to the
aggregate  number and value of unexercised  options held by the Named  Executive
Officers at March 31, 1998.  In addition,  none of the stock options held by the
Named Executive  Officers at March 31, 1998 had a fair market value in excess of
the exercise price or base price.
<TABLE>
<CAPTION>

                                                                                             Value of Unexercised
                                                              Number of Unexercised              In-the-Money
                                                           Options at March 31, 1998     Options at March 31, 1998
                                                          ----------------------------------------------------------

                               Shares                                                                          
                              Acquired       Value     
                             on Execise     Realized      Exercisable     Unexerciable    Exercisable     Unexercisable      
                             ----------     --------      -----------     ------------    -----------     -------------      
<S>                              <C>            <C>          <C>              <C>             <C>           <C>    
Henry E. Tauber                  -              -                 -                -         $  -          $     -

Eiichi Isomura                   -              -                 -                -            -                -

Dr. Wilhelm Fahrngruber          -              -            37,500           12,500            -                -

Kirk S. Langford                 -              -            57,500           32,500            -                -

Daryl P. Santos                  -              -            57,500           32,500            -                -

</TABLE>

Item 12.  Security Ownership of Certain Beneficial Owners and Management

         The following table sets forth certain  information with respect to the
beneficial  ownership  of the  Company's  Common Stock as of May 29, 1998 by (i)
each person known by the Company to be the  beneficial  owner of five percent or
more of the Company's Common Stock, (ii) each of the Company's Directors,  (iii)
each of the  Named  Executive  Officers  and (iv) all  directors  and  executive
officers as a group.


                                       29
<PAGE>

Name and Address of                               Number of        Percentage of
              Beneficial Owner                     Shares (1)         Class (2)
------------------------------------------      --------------    -------------
Neuberger & Berman, LLC
605 Third Avenue
New York, NY 10158                                   686,000          6.2%

Dimensional Fund Advisors Inc. 
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401                               610,800          5.5%

      Directors and Executive Officers
      --------------------------------
Henry E. Tauber                                    4,326,055         38.9%
Graham S. Anderson                                   105,286            *
Eiichi Isomura                                       142,857          1.3%
John G. McMillian                                    179,640          1.6%
Vinton H. Sommerville                                 84,336            *
Dr. Wilhelm Fahrngruber                               27,700            *
Kirk S. Langford                                      64,000            *
Daryl P. Santos                                       63,323            *
Brad Stewart                                          72,822            *
Kevin Hardy                                           16,250            *
Otto H. Harsanyi                                       3,750            *
Premek Stepanek                                       37,500            *
All directors and officers as a group (10)         5,134,269         45.0%
------------------------------------------
* Denotes less than 1% of outstanding shares

(1)      Shares shown include  common  shares which could be acquired  within 60
         days of June 30, 1998 by the exercise of outstanding stock options.

(2)      For the purpose of computing  the  percentage  of Common Stock owned by
         each person or group listed in this table,  shares which are subject to
         options or warrants exercisable within 60 days after June 30, 1998 have
         been  deemed  to be  outstanding  for  the  purpose  of  computing  the
         percentage  of the shares of Common  Stock owned by any other person or
         group.


Item 13.  Certain Relationships and Related Transactions

         All of the  Company's  outstanding  Series A Bonds are held by  Isomura
Sangyo   Kaisha  Ltd.,  a  Japanese   corporation   ("Isomura   Sangyo"  or  the
"Bondholder"),  controlled by Eiichi Isomura, a director of the Company, and his
family.  The Series A Bonds are subject to redemption upon not less than 30 days
prior notice, in whole or in part, at the option of the Company.

                                       30
<PAGE>

         The Series A-1 Bonds had an  original  aggregate  face value  amount of
$8.0 million and bear interest,  payable semi-annually on September 30 and March
31, at the effective  borrowing  rate for the  Bondholder  (the  "Japanese  Bank
Rate") of  approximately  7.97% and 6.79% for the fiscal  years ending March 31,
1998 and 1997,  respectively.  During the fiscal  years ended March 31, 1998 and
1997, $0 and $1.0 million of the Series A-1 Bonds were  redeemed,  respectively.
The  Bondholder,  upon six months' prior written  notice,  may elect to have the
Company redeem a portion of the bonds according to the following schedule:

                                  Redemption                Face Amount
    Notice On or After            On or After              to be Redeemed
    ------------------            -----------              --------------
     April 1, 1998              October 1, 1998              $2,000,000
     April 1, 1999              October 1, 1999              $2,000,000

         The redemption  price of the Series A-1 Bonds equals the face amount of
the portion of such bonds redeemed plus accrued but unpaid interest thereon.

         The Series A-2 Bonds have an original  aggregate  face value  amount of
$10.0 million and bear interest, payable semi-annually on September 30 and March
31, at the Japanese  Bank Rate plus three percent of the face value of the bonds
outstanding.  The effective  rate on Series A-2 Bonds at March 31, 1998 and 1997
was 10.97% and 9.79%, respectively. During the fiscal years ended March 31, 1998
and 1997,  the  Bondholder  redeemed  $0 and $2.5  million  of Series A-2 Bonds,
respectively. Upon six months' prior written notice, the Bondholder may elect to
have the  Company  redeem a portion of the Series  A-2 Bonds,  according  to the
following schedule:

                                    Redemption                  Face Amount
     Notice On or After             On or After                to be Redeemed
     ------------------             -----------                --------------
      June 16, 1998               December 16, 1998              $2,500,000
      June 16, 1999               December 16, 1999              $2,500,000

         The redemption  price of the Series A-2 Bonds equals the face amount of
the portion of such bonds redeemed plus accrued, but unpaid interest thereon.

         The Series A-3 Bond has an aggregate  face value amount of $1.0 million
and bears interest,  payable  semi-annually on September 30 and March 31, at the
Japanese Bank Rate plus three percent of the face value of the bond outstanding.
The effective rate on Series A-3 bonds at March 31, 1998 and 1997 was 10.97% and
9.79%,  respectively.  The Bondholder of the Series A-3 Bond may redeem the bond
by  providing  six months'  prior  written  notice on or after June 16, 1999 for
redemption on or after December 16, 1999.

         During  fiscal years 1998,  1997 and 1996,  Marker Japan  purchased ski
bindings and services  totaling  approximately  $92,000,  $93,000,  and $13,000,
respectively,  from Isomura Seisakusho KK ("Isomura  Seisakusho"),  a company of

                                       31
<PAGE>
which Mr. Isomura is the president, director, and owner of more than ten percent
of the  outstanding  stock.  At March 31, 1998,  1997 and 1996,  the net account
receivable from Isomura Seisakusho was approximately $0.4 million, $0.4 million,
and $0.5 million, respectively.

         At March 31, 1998,  the Company had  outstanding  notes in an aggregate
amount equal to  approximately  US $3.7 million  payable to Japanese  banks.  Of
these amounts,  approximately $2.1 million was secured by assets of Mr. Isomura,
a shareholder and director of the Company.

         Marker  Japan  leases  office  space  in  Tokyo,   Japan  and  receives
distribution  services from Isomura  Sangyo.  In connection  therewith,  for the
fiscal years 1998,  1997 and 1996,  Marker Japan made payments to Isomura Sangyo
totaling approximately $280,000, $287,000, and $428,000, respectively.

         The Company purchased  insurance  through an insurance broker,  Acordia
Northwest Inc., of which Graham S. Anderson,  a director of the Company, is also
a director. The Company incurred approximately $748,000,  $851,000, and $746,000
of premiums for such insurance during fiscal 1998, 1997 and 1996, respectively.

         DNR purchased  snowboards  from an affiliated  entity,  of which Gregor
Furrer & Partner  Holding  AG, a  minority  shareholder  of DNR,  is a  partner.
Snowboards purchased from the related party totaled approximately $5,935,000 and
$21,453,000 during 1998 and 1997 respectively.

         Effective as of June 23, 1998, Robert Sind has been temporarily  acting
as Chief  Operating  Officer of the  Company.  Mr. Sind is  president  and chief
executive officer of RMC. RMC was engaged by the Company in May 1998 pursuant to
a  four-month  consulting  contract  to assist  the  Company in  developing  and
implementing  a  restructuring  plan  for  the  Company,   while  negotiating  a
refinancing  with its  lenders.  Pursuant to the RMC  Contract,  RMC  receives a
consulting  fee of $50,000 per month from the Company,  payable at the beginning
of each month, as well as reimbursement of certain out-of-pocket  expenses,  for
which the Company advances $20,000 to RMC on a continuing basis. In addition, Mr
Sind may be entitled to a success fee as well as shares of the Company's  stock,
the latter of which is  currently  being  discussed  by the  Company's  Board of
Directors. See "Item 10. Directors and Executive Officers of the Registrant."

                                       32
<PAGE>

                                                      PART IV
<TABLE>
<CAPTION>

Item 14.  Exhibits, Consolidated Financial Statement Schedules and Reports on Form 8-K
                                                                                                           Page
                                                                                                         Reference
                                                                                                         ---------
(a)     1.             Financial Statements
                       --------------------
<S>                    <C>                                                                                  <C>  

                       The following  consolidated financial statements required
                       by Part  II,  Item  8,  are  included  in Part IV of this
                       report.

                       Marker International and Subsidiaries
                       Report of Independent Public Accountants ..............................              F-1
                       Consolidated Balance Sheets as of March 31, 1998 and 1997 .............              F-2
                       Consolidated Statements of Income for the Years Ended
                            March 31, 1998, 1997 and 1996 ....................................              F-4
                       Consolidated Statements of Shareholders' Equity for
                            the Years Ended March 31, 1998, 1997 and 1996 ....................              F-5
                       Consolidated Statements of Cash Flows for the Years Ended
                            March 31, 1998, 1997 and 1996 ....................................              F-6
                       Notes to Consolidated Financial Statements ............................              F-7


        2.             Financial Statement Schedules
                       -----------------------------

                       Report of Independent Public Accountants on Schedule                                 35
                       Schedule II - Valuation and Qualifying Accounts                                      36
</TABLE>


        3.             List of Exhibits
                       ----------------

             2.1       Share  Purchase and  Shareholders  Agreement  among Lucio
                       Roffi,  Gregor  Furrer & Partner  Holding  AG and  Marker
                       International, dated June 11, 1996 (Filed as exhibit 2(a)
                       to the  Company's  Current  Report on Form 8-K dated June
                       19, 1996 and incorporated herein by reference).

             2.2       Letter   Agreement   between   Lucio   Roffi  and  Marker
                       International, dated June 11, 1996 (Filed as exhibit 2(b)
                       to the  Company's  Current  Report on Form 8-K dated June
                       19, 1996 and incorporated herein by reference).

             2.3       Intentionally Omitted

                                       33
<PAGE>

             2.4       Short-term Promissory Note for CHF 12,084,832.65 executed
                       by the  Company  and  payable in full to Gregor  Furrer &
                       Partner  Holding AG on or prior to August 31, 1996 (filed
                       as exhibit 2(c) to the Company's  Current  Report on Form
                       8-K  dated  July11,   1996  and  incorporated  herein  by
                       reference).

             2.5       Short-term Promissory Note for CHF 12,084,832.65 executed
                       by the  Company  and payable in full to Lucio Roffi on or
                       prior to August 31,  1996  (filed as exhibit  2(d) to the
                       Company's  Current Report on Form 8-K dated July 11, 1996
                       and incorporated herein by reference).

               3.1     Form of Restated Articles of Incorporation of the Company
                       (filed  as  Exhibit  3.1  to  the   Company's   Form  S-1
                       Registration  Statement,  Amendment  No. 1 dated July 14,
                       1994  (File  No.  33-80100)  and  incorporated  herein by
                       reference).

               3.2     Form of  Amended  and  Restated  By-Laws  of the  Company
                       (filed  as  Exhibit  3.2  to  the   Company's   Form  S-1
                       Registration  Statement,  Amendment  No. 1 dated July 14,
                       1994  (File  No.  33-80100)  and  incorporated  herein by
                       reference)

               4.1     Form of Certificate  representing  Common Stock (filed as
                       Exhibit  4.1  to  the  Company's  Form  S-1  Registration
                       Statement,  Amendment No. 1 dated July 14, 1994 (File No.
                       33-80100) and incorporated herein by reference).

              10.1     Employment   Agreement  for  Premek  Stepanek  (filed  as
                       Exhibit  10.1  to the  Company's  Form  S-1  Registration
                       Statement  dated June 10,  1994 (File No.  33-80100)  and
                       incorporated herein by reference).

              10.2     Employment  Agreement for Dr. Wilhelm  Fahrngruber (filed
                       as Exhibit 10.2 to the  Company's  Form S-1  Registration
                       Statement  dated June 10,  1994 (File No.  33-80100)  and
                       incorporated herein by reference).

              10.3     Employment  Agreement for Otto Harsanyi (filed as Exhibit
                       10.3 to the  Company's  Form S-1  Registration  Statement
                       dated June 10, 1994 (File No.  33-80100) and incorporated
                       herein by reference).

                                       34
<PAGE>

              10.4     Form of 1994 Stock  Option Plan (filed as Exhibit 10.4 to
                       the Company's Form S-1 Registration  Statement dated June
                       10, 1994 (File No. 33-80100) and  incorporated  herein by
                       reference).

              10.5     401(k) Plan (filed as Exhibit 10.5 to the Company's  Form
                       S-1 Registration  Statement dated June 10, 1994 (File No.
                       33-80100) and incorporated herein by reference).

              10.6     Manufacturing  Facility Lease Agreement (filed as Exhibit
                       10.6 to the  Company's  Form S-1  Registration  Statement
                       dated June 10, 1994 (File No.  33-80100) and incorporated
                       herein by reference).

              10.7     Second Amended and Restated  Revolving  Credit  Agreement
                       with  First  Security  Bank  of  Utah,  N.A.,   including
                       Extension   Agreement  (filed  as  Exhibit  10.7  to  the
                       Company's Form S-1 Registration  Statement dated June 10,
                       1994  (File  No.  33-80100)  and  incorporated  herein by
                       reference).

              10.8     Loan  Agreement  with  First  Interstate  Bank  (filed as
                       Exhibit  10.8  to the  Company's  Form  S-1  Registration
                       Statement  dated June 10,  1994 (File No.  33-80100)  and
                       incorporated herein by reference).

              10.9     Agreement  with  Bayerischi  Hypotheken-und  Wechsel-Bank
                       ("Hypo Bank") for a DM  60,000,000  Line of Credit (filed
                       as Exhibit 10.9 to the  Company's  Form S-1  Registration
                       Statement  dated June 10,  1994 (File No.  33-80100)  and
                       incorporated herein by reference).

              10.10    Loan  Agreement  with Hypo Bank for a DM  4,000,000  loan
                       (filed  as  Exhibit  10.10  to  the  Company's  Form  S-1
                       Registration  Statement  dated  June 10,  1994  (File No.
                       33-80100) and incorporated herein by reference).

              10.11    Loan  Agreement  with Hypo Bank for a DM  1,863,333  loan
                       (filed  as  Exhibit  10.11  to  the  Company's  Form  S-1
                       Registration  Statement  dated  June 10,  1994  (File No.
                       33-80100) and incorporated herein by reference).

              10.12    Loan  Agreement  with Hypo Bank for a DM  2,220,000  loan
                       (filed  as  Exhibit  10.12  to  the  Company's  Form  S-1
                       Registration  Statement  dated  June 10,  1994  (File No.
                       33-80100) and incorporated herein by reference).

                                       35
<PAGE>

              10.13    Loan  Agreement  with Hypo Bank for a DM  3,000,000  loan
                       (filed  as  Exhibit  10.13  to  the  Company's  Form  S-1
                       Registration  Statement  dated  June 10,  1994  (File No.
                       33-80100) and incorporated herein by reference).

              10.14    Loan  Agreement  with Hypo Bank for a DM 10,000,000  loan
                       (filed  as  Exhibit  10.14  to  the  Company's  Form  S-1
                       Registration  Statement  dated  June 10,  1994  (File No.
                       33-80100) and incorporated herein by reference).

              10.15    Loan Agreement with Hypo Bank for a DM 64,000,000 Line of
                       Credit (filed as Exhibit 10.15 to the Company's  Form S-1
                       Registration  Statement  dated  June 10,  1994  (File No.
                       33-80100) and incorporated herein by reference).

              10.16    Loan  Agreement  with Hypo Bank for a DM  7,284,205  loan
                       (Filed as Exhibit 10.16 to the Company's  Form 10-Q dated
                       August 11, 1995 and incorporated herein by reference).

              10.17    Pledge  Agreement and  Conditional  Assignment  with Hypo
                       Bank for a $3.5 million  time  deposit  (Filed as exhibit
                       10.17 to the  Company's  Form 10-Q dated  August 11, 1995
                       and incorporated herein by reference).

              10.18    Line of Credit Agreement Between Marker  Deutschland GmbH
                       and Hypo Bank for DM  70,000,000  and a Foreign  Exchange
                       Line of Credit for DM 60,000,000  (Filed as exhibit 10.18
                       to the  Company's  Form 10-Q dated  November 13, 1995 and
                       incorporated herein by reference).

              10.19    Amended and  Restated  Revolving  Credit  Agreement  with
                       First  Security  Bank  for up to  $18,000,000  (Filed  as
                       exhibit 10.19 to the Company's  Form 10-Q dated  November
                       13, 1995 and incorporated herein by reference).

              10.20    Loan Agreement  between Marker  Deutschland and Hypo Bank
                       for a DM  1,180,100  loan (Filed as Exhibit  10.20 to the
                       Company's   Form  10-Q   dated   August   13,   1996  and
                       incorporated herein by reference).

              10.21    Second  Restated and Amended  Promissory  Note  Agreement
                       with  Hypo  Bank for a DM  7,284,205.42  loan.  (Filed as
                       exhibit 10.21 to the Company's  Form 10-Q dated  February
                       13, 1997 and incorporated herein by reference).

                                       36
<PAGE>

              10.22    Amended and Restated  Conditional  Pledge  Agreement  and
                       Assignment  with  Hypo  Bank  for  a  $2.0  million  time
                       deposit.  (Filed as exhibit 10.22 to the  Company's  Form
                       10-Q dated February 13, 1997 and  incorporated  herein by
                       reference).

              10.23    Bond   Payment   Extension   Agreement   between   Marker
                       International   and  Isomura   Sangyo  Kaisha  Ltd.  (the
                       Bondholder).  (Filed as  exhibit  10.23 to the  Company's
                       Form 10-K dated June 27, 1997 and incorporated  herein by
                       reference).

              10.24    Loan Agreement  between Marker  International and Jackson
                       National Life Insurance Company for $2,250,000. (Filed as
                       exhibit 10.24 to the  Company's  Form 10-K dated June 27,
                       1997 and incorporated herein by reference).

              21.1     Subsidiaries of the Registrant.*

              23.1     Consent  of  Arthur  Andersen  LLP,   independent  public
                       accountants.*

              27       Financial Data Schedule.*

(b)                    Reports Filed on Form 8-K:
                       --------------------------

-----------------------------
* filed herewith

                                       37
<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                         ON FINANCIAL STATEMENT SCHEDULE


To Marker International:

We have audited in accordance with generally  accepted auditing  standards,  the
consolidated  financial statements of Marker International included in this Form
10-K,  and have issued our report thereon dated May 14, 1998. Our audit was made
for the purpose of forming an opinion on the basic financial statements taken as
a whole.  Schedule II is the  responsibility of the Company's  management and is
presented  for  purposes  of  complying   with  the   Securities   and  Exchange
Commission's  rules  and is not part of the  basic  financial  statements.  This
schedule has been subjected to the auditing  procedures applied in the audits of
the  basic  financial  statements  and,  in our  opinion,  fairly  states in all
material  respects  the  financial  data  required  to be set forth  therein  in
relation to the basic financial statements taken as a whole.



ARTHUR ANDERSEN LLP


Salt Lake City, Utah
May 14, 1998


                                       38
<PAGE>

                              MARKER INTERNATIONAL
                SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
                         ALLOWANCE FOR DOUBTFUL ACCOUNTS
                    FOR THE THREE YEARS ENDING MARCH 31, 1998
                                 (in thousands)


For the Year Ended:
<TABLE>
<CAPTION>

                               Balance at
                              Beginning of                         Amounts                           Balance at End
                                 Period          Provisions      Written Off        Other (1)          of Period
                              ------------     --------------  ---------------    -------------      ------------
March 31, 1998
<S>                             <C>              <C>              <C>               <C>               <C>    
Allowance for doubtful
   accounts                     $ 2,139          $   813          $(1,176)          $   (79)          $ 1,697


March 31, 1997

Allowance for doubtful
   accounts                     $ 2,173          $   521          $  (431)          $  (124)          $ 2,139


March 31, 1996

Allowance for doubtful
   accounts                     $ 1,725          $   703          $  (172)          $   (83)          $ 2,173
</TABLE>

(1) The  allowance for doubtful  accounts is  translated to U.S.  Dollars at the
exchange  rate at the end of a  reporting  period.  The  provision  and  amounts
written off are translated at the weighted average rates of exchange  prevailing
during the reporting period. Amounts classified as "other" represent the effects
of foreign currency translation on the allowance amount for the period.

                                       39
<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) 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.

                              MARKER INTERNATIONAL

                  Date:  July 10, 1998          By:      /s/ Kevin Hardy
                         -------------               -------------------
                                                         Kevin Hardy
                                                         Chief Financial Officer

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this report has been signed by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>

                     Signature                                      Title                          Date

<S>         <C>                                       <C>                                     <C>          
               /s/ Henry E. Tauber                    President (Principal                    July 10, 1998
      ---------------------------------------                                                 -------------
                 Henry E. Tauber                      Executive Officer)

                 /s/ Kevin Hardy                      Chief Financial Officer                 July 10, 1998
      ---------------------------------------                                                 -------------
                   Kevin Hardy                        (Principal Financial and
                                                       Accounting Officer)

              /s/ John G. McMillian                   Chief   Executive   Officer   and       July 10, 1998
      ---------------------------------------                                                 -------------
                John G. McMillian                     Chairman  of  the  Board,  Marker
                                                      International

             /s/ Graham S. Anderson                   Director                                July 10, 1998
      ---------------------------------------                                                 -------------
               Graham S. Anderson

            /s/ Vinton H. Sommerville                 Director                                July 10, 1998
      ---------------------------------------                                                 -------------
              Vinton H. Sommerville

               /s/ Eiichi Isomura                     Director and Chairman of                July 10, 1998
      ---------------------------------------                                                 -------------
                 Eiichi Isomura                       Marker Japan

</TABLE>

                                       40