================================================================================

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

                            ------------------------

                                    FORM 10-Q

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

                 For the quarterly period ended January 31, 1999

                        Commission file number 000-23250

                            ------------------------

                              MARKET AMERICA, INC.
             (Exact name of registrant as specified in its charter)

            North Carolina                        56-1784094
  -------------------------------            ---------------------
  (State or other jurisdiction of              (I.R.S. Employer
   incorporation or organization)            Identification Number)

                           7605 Business Park Drive
                           Greensboro, North Carolina
                    ----------------------------------------
                    (Address of principal executive offices)

                                      27409
                                   ----------
                                   (Zip Code)

                                 (336) 605-0040
              ----------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

                            ------------------------

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 / /

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of March 14, 1999.

                                   19,950,000


================================================================================



<PAGE>


PART I


ITEM 1   Statement of Financial Position as of January 31, 1999 (Unaudited)
           and April 30, 1998

         Statement of Operations for the Three and Nine-Month Periods Ended
           January 31, 1999 and 1998 (Unaudited)

         Statement of Changes in Stockholders' Equity for the Nine-Month
           Periods Ended January 31, 1999 and 1998 (Unaudited)

         Statement of Cash Flows for the Nine-Month Periods Ended January 31,
           1999 and 1998 (Unaudited)

         Notes to Financial Statements as of January 31, 1999 (Unaudited)


<PAGE>


                                          Statement of Financial Position as of
MARKET AMERICA, INC.                      January 31, 1999 and April 30, 1998
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                         (Unaudited)
                                                      January 31, 1999           April 30, 1998
                                                      ----------------           --------------

<S>                                                        <C>                     <C>        
ASSETS

CURRENT ASSETS
     Cash and cash equivalents                             $30,349,025             $18,379,127
     Short term investments                                  7,645,112              12,415,465
     Advances to related parties                               244,945                  62,445 
     Notes receivable employees                                210,986                  51,919 
     Inventories                                             1,726,198               1,468,321
     Other current assets                                      222,954                  57,971
                                                           -----------             -----------
                                                                                 
            Total current assets                            40,399,220              32,435,248
                                                           -----------             -----------
                                                                                 
PROPERTY AND EQUIPMENT                                                           
     Furniture and equipment                                 1,199,471                 983,959
     Software                                                  270,749                 259,199
     Leasehold improvements                                     21,827                   6,370
                                                           -----------             -----------
                                                                                 
                                                             1,492,047               1,249,528
     Less accumulated depreciation and                                           
     amortization                                              599,009                 462,036
                                                           -----------             -----------
                                                                                 
            Total property and equipment                       893,038                 787,492
                                                           -----------             -----------
                                                                                 
OTHER ASSETS                                                                     
     Restricted cash                                            82,443                  79,018
     Other                                                     280,856                 282,672
                                                           -----------             -----------
           Total other assets                                  363,299                 361,690
                                                           -----------             -----------
                                                                                 
TOTAL ASSETS                                               $41,655,557             $33,584,430
                                                           ===========             ===========
</TABLE>


   The accompanying notes are an integral part of these financial statements.



<PAGE>

                                          Statement of Financial Position as of
MARKET AMERICA, INC.                      January 31, 1999 and April 30, 1998
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                        (Unaudited)
                                                      January 31, 1999           April 30, 1998
                                                      ----------------           --------------

<S>                                                        <C>                      <C>        
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable                                      $ 1,686,426              $ 1,066,274
     Sales tax payable                                         735,570                  802,786
     Commissions payable                                     1,926,920                2,755,776
     Other accrued liabilities                                 242,159                  202,886
     Income taxes payable                                     (332,767)               1,863,132
     Unearned revenue                                        1,192,450                1,095,275
     Current portion of long-term debt                         120,000                  152,476
                                                           -----------              -----------
                                                                                    
         Total current liabilities                           5,570,758                7,938,605
                                                           -----------              -----------
                                                                                    
LONG TERM DEBT                                                  40,000                  164,315    
                                                           -----------              -----------
                                                                                    
STOCKHOLDERS' EQUITY                                                                
     Common stock, $.00001 par value;                                               
     800,000,000 shares authorized;                                                 
     19,950,000 shares issued and outstanding                      199                      199   
     Additional paid-in-capital                                 39,801                   39,801  
                                                                
     Retained earnings                                      36,004,799               25,441,510
                                                           -----------              -----------
                                                                                    
         Total stockholders' equity                         36,044,799               25,481,510
                                                           -----------              -----------
                                                                                    
TOTAL LIABILITIES AND                                                               
STOCKHOLDERS' EQUITY                                       $41,655,557              $33,584,430
                                                           ===========              ===========
</TABLE>


   The accompanying notes are an integral part of these financial statements.




<PAGE>

<TABLE>
<CAPTION>
                                                                                    Statement of Operations for the Three and
MARKET AMERICA, INC.                                            Nine Month Periods Ended January 31, 1999 and 1998 (Unaudited)
------------------------------------------------------------------------------------------------------------------------------


                                                Three Month Periods Ended                     Nine Month Periods Ended
                                                -------------------------                     ------------------------

                                         January 31, 1999      January 31, 1998      January 31, 1999        January 31, 1998
                                         ----------------      ----------------      ----------------        ----------------

<S>                                           <C>                   <C>                   <C>                     <C>        
SALES                                         $27,123,874           $20,555,064           $80,711,996             $61,546,215

COST OF SALES                                   6,376,288             5,082,894            19,533,078              13,583,587
                                              -----------           -----------           -----------             -----------

GROSS PROFIT                                   20,747,586            15,472,170            61,178,918              47,962,628
                                              -----------           -----------           -----------             -----------

SELLING EXPENSES
     Commissions                               11,942,982             9,294,667            36,503,754              28,297,248

     Sales tax                                    253,066             1,099,956               778,121               1,482,603
                                              -----------           -----------           -----------             -----------
                                               12,196,048            10,394,623            37,281,875              29,779,851
                                              -----------           -----------           -----------             -----------

GENERAL and ADMINISTRATIVE EXPENSES
   Salaries                                     1,392,763             1,116,099             3,432,853               2,839,328

   Consulting                                      69,473                31,846               167,041                 110,569

   Rents                                          267,586               154,912               663,553                 422,267

   Depreciation & amortization                     51,750                39,999               153,944                 116,865

   Other operating expense                      1,147,432             1,096,310             3,457,156               2,837,388
                                              -----------           -----------           -----------             -----------
                                                2,929,004             2,488,657             7,874,547               6,346,417
                                              -----------           -----------           -----------             -----------

INCOME FROM OPERATIONS                          5,622,534             2,588,890            16,022,496              11,836,360
                                              -----------           -----------           -----------             -----------

OTHER INCOME (EXPENSE)
   Income other                                   114,499                64,389               387,505                 266,704

   Interest income, net                           496,739               212,424             1,258,826                 630,405

   Loss on disposal of assets                      (2,133)                    -                (8,537)                      -

   Miscellaneous                                   40,865                12,045               151,100                  21,185
                                              -----------           -----------           -----------             -----------

       Total other income (expense)               649,970               288,858             1,788,390                 918,294
                                              -----------           -----------           -----------             -----------

INCOME BEFORE TAXES                             6,272,504             2,877,748            17,811,390              12,754,654


PROVISION FOR INCOME  TAXES                     2,708,348             1,468,364             7,248,101               5,568,070
                                              -----------           -----------           -----------             -----------

NET INCOME                                    $ 3,564,156           $ 1,409,384           $10,563,289             $ 7,186,584
                                              ===========           ===========           ===========             ===========

BASIC EARNINGS PER COMMON SHARE
                                              $      0.18           $      0.07           $      0.53             $      0.36
                                              ===========           ===========           ===========             ===========

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING                      19,950,000            19,950,000            19,950,000              19,950,000
                                              ===========           ===========           ===========             ===========

</TABLE>

   The accompanying notes are an integral part of these financial statements.


<PAGE>

<TABLE>
<CAPTION>
                                                                  Statement of Changes in Stockholders' Equity for the
                                                                    Nine Month Periods Ended January 31, 1999 and 1998
MARKET AMERICA, INC.                                                                                        (Unaudited)
----------------------------------------------------------------------------------------------------------------------

                                            Common Stock              
                                   --------------------------------   Additional
                                                                        Paid-in           Retained
                                        Shares           Amount         Capital           Earnings            Total
                                        ------           ------         -------           --------            -----

<S>                                  <C>                   <C>          <C>             <C>                 <C>        
Balances at April 30, 1997           19,950,000            $199         $39,801         $14,600,970         $14,640,970
                                                                                                         
Net Income                                    -               -               -           7,186,584           7,186,584
                                     ----------            ----         -------         -----------         -----------
                                                                                                         
Balances at January 31, 1998         19,950,000            $199         $39,801         $21,787,554         $21,827,554
                                     ==========            ====         =======         ===========         ===========
                                                                                                         
Balances at April 30, 1998           19,950,000            $199         $39,801         $25,441,510         $25,481,510
                                                                                                         
Net Income                                    -               -               -          10,563,289          10,563,289
                                     ----------            ----         -------         -----------         -----------
                                                                                                         
Balances at January 31, 1999         19,950,000            $199         $39,801         $36,004,799         $36,044,799
                                     ==========            ====         =======         ===========         ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.


<PAGE>


<TABLE>
<CAPTION>
                                                                               Statement of Cash Flows for the Nine
                                                                      Month Periods Ended January 31, 1999 and 1998
MARKET AMERICA, INC.                                                                                     (Unaudited)
--------------------------------------------------------------------------------------------------------------------

                                                                            January 31, 1999       January 31, 1998
                                                                            ----------------       ----------------

<S>                                                                              <C>                    <C>        
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income                                                                       $10,563,289            $ 7,186,584
Adjustments to reconcile net income to net                                  
    cash provided by operating activities:                                  
    Loss on sale of assets                                                             8,537                      - 
    Depreciation and amortization                                                    153,944                166,865
    (Increase) decrease in inventories                                              (257,877)              (325,766)
    (Increase) decrease in other current assets                                     (164,983)               (40,169)
    (Increase) decrease in other assets                                                1,816                 (2,981)
    Increase (decrease) in accounts payable                                          620,152               (310,201)
    Increase (decrease) in sales tax payable                                         (67,216)               599,796
    Increase (decrease) in income taxes payable                                   (2,195,899)              (341,389)
    Increase (decrease) in commissions payable                                      (828,856)                32,900
    Increase (decrease) in other accrued liabilities                                  39,273               (232,875)
    Increase (decrease) in unearned revenue                                           97,175               (144,022)
                                                                                 -----------            -----------
                                                                            
NET CASH PROVIDED FROM OPERATING ACTIVITIES                                        7,969,355              6,538,742
                                                                                 -----------            -----------
                                                                            
CASH FLOWS FROM INVESTING ACTIVITIES                                        
    (Increase) decrease in short-term investments                                  4,770,353             17,294,869
    (Increase) decrease in notes receivable, employees                              (159,067)               (30,311)
    Advances to related parties                                                     (182,500)               (91,052)
    Increase in restricted cash                                                       (3,425)                (4,121)
    Proceeds from disposal of assets                                                  25,093                      -
    Capital expenditures                                                            (293,120)              (231,037)
                                                                                 -----------            -----------
                                                                            
NET CASH PROVIDED FROM                                                      
INVESTING ACTIVITIES                                                               4,157,334             16,938,348
                                                                                 -----------            -----------
                                                                            
CASH FLOWS FROM FINANCING ACTIVITIES                                        
     Principal payments on long-term debt                                           (156,791)              (169,402)
                                                                                 -----------            -----------
                                                                            
NET INCREASE IN CASH AND CASH EQUIVALENTS                                         11,969,898             23,307,688
                                                                            
CASH AND CASH EQUIVALENTS AT                                                
BEGINNING OF PERIOD                                                               18,379,127              2,323,943
                                                                                 -----------            -----------
                                                                            
CASH AND CASH EQUIVALENTS AT                                                
END OF PERIOD                                                                    $30,349,025            $25,631,631
                                                                                 ===========            ===========
</TABLE>                                                             


   The accompanying notes are an integral part of these financial statements.




<PAGE>

                                                   Notes to Financial Statements
MARKET AMERICA, INC.                                 January 31, 1999(Unaudited)
--------------------------------------------------------------------------------



Interim Financial Information

The unaudited interim financial statements of Market America, Inc. (the
"Company") as of January 31, 1999 and 1998 have been prepared in accordance with
the rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. In the opinion of
management, the accompanying interim financial statements contain all
adjustments, consisting of normal recurring adjustments, necessary to present
fairly the Company's financial statements as of January 31, 1999 and for the
three and nine-month periods ended January 31, 1999 and 1998. Management
suggests that these financial statements should be read in conjunction with the
audited financial statements and notes thereto included in the Company's latest
Annual Report on Form 10-K. The results of operations for the three and
nine-month periods ended January 31, 1999 may not be indicative of the results
that may be expected for the fiscal year ending April 30, 1999.

Earnings Per Share

The Company computes earnings per share ("EPS") based upon the requirements of
Statement of Financial Accounting Standards No. 128. This statement specifies
the calculation, presentation and disclosure requirements for both basic and
diluted EPS. The Company does not have any securities or contracts outstanding
with dilutive potential for its common shares.

Adoption of Accounting Standards

On May 1, 1998, the Company adopted Statement of Financial Accounting Standards
"SFAS" No. 130, "Reporting Comprehensive Income." Comprehensive income is the
total of net income and other changes in equity, excluding transactions with
stockholders, which are excluded from the measurement of net income. Since the
Company does not have any transactions that affect stockholders' equity other
than net income, the adoption of this standard did not have any effect on the
Company's financial statements.

On May 1, 1998, the Company also adopted SFAS No. 131, "Disclosure About
Segments of an Enterprise and Related Information." Since the Company only has
one business segment, the adoption of this standard did not require the Company
to disclose segment information.

Reclassifications

Certain reclassifications have been made to prior period amounts to conform with
the current period financial statements presentation. Reclassifications made had
no effect on previously reported net income.

Related Party Transactions

The Company has separate agreements with two different companies owned by Mr.
and Mrs. James H. Ridinger, officers and controlling stockholders of the
Company. One agreement is for the lease of real estate in Miami, Florida for use
by Company management when conducting business in Florida. This agreement has a
five-year term, with an option to renew. The amount of rental expense incurred
under this lease for the three and nine-month periods ended January 31, 1999 was
$91,800 and $133,800, respectively. The other agreement is for the lease of a
yacht on a per event basis. The Company uses the yacht as an integral part of
its direct sales training, education and recruitment activities. This agreement
also has a five-year term with an option to renew. The amount of rental expense



<PAGE>


                                                   Notes to Financial Statements
MARKET AMERICA, INC.                                 January 31, 1999(Unaudited)
--------------------------------------------------------------------------------


incurred for the yacht for the three and nine-month periods ended January 31,
1999 was $90,000 and $210,000, respectively.

The Company is currently negotiating an agreement with a company owned by Mr.
and Mrs. James H. Ridinger for a 30-year net ground lease for the site on which
the Company plans to construct its new headquarters and warehouse facility in
Greensboro, North Carolina. The lease is expected to require initial monthly
payments of approximately $12,000. Management expects the monthly payments to be
adjusted every five years for half of the increase in the Consumer Price Index
during the previous five-year period.

At January 31, 1999 the three companies owned by Mr. and Mrs. Ridinger owed the
Company $244,945.














<PAGE>


ITEM 2  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS



Liquidity & Capital Resources

The Company's current assets and liabilities were $40,399,220 and $5,570,758,
respectively, at January 31, 1999. This yielded a current ratio of 7.3 at
January 31, 1999 compared to 4.1 at April 30, 1998. The increase in the current
ratio is primarily attributable to the cash provided by continued growth during
the nine-month period ended January 31, 1999.

Cash and cash equivalents, investments with maturity dates of three months or
less when purchased, were $30.3 million at January 31, 1999 compared to $18.4
million at April 30, 1998. This increase in cash is directly related to the
Company's positive cash flow from operations and a decision by management during
the nine-month period ended January 31, 1999 to convert $4.8 million of
short-term investments to cash. Management believes that the Company's cash
reserves and cash flows provided by operations will provide sufficient working
capital for the remainder of the fiscal year.

The significant decrease in cash provided by investing activities between the
nine-month periods ending January 31, 1999 and 1998 is attributed to a decision
by management during the 1999 period to convert $4.8 million of short-term
investments to cash. During the nine-month period ended January 31, 1998,
management converted $17.3 million of short-term investments to cash.

The Company's liquidity and capital resources will be affected by its decision
in September 1998 to construct a new 80,000 square-foot headquarters and
warehouse facility near its current headquarters and warehouse, adjacent to the
principal airport in Greensboro, North Carolina. The Company is negotiating a
30-year net ground lease for the site of the new facility. The lease is expected
to require initial monthly payments of approximately $12,000. Management expects
the monthly payments to be adjusted every five years for half of the increase in
the Consumer Price Index during the previous five-year period. Management
expects that the cost of constructing the new facility will not exceed $3.7
million. The Company intends on using $2 million generated from operations and
financing the remaining $1.7 million with a 10 to 15 year loan. Management
believes that the new facility will have a positive effect on the efficiency of
the Company's operations and should contribute to enhanced profitability.


Results of Operations

The Company's sales continued to grow during the three and nine-month periods
ended January 31, 1999. Net sales increased 32% for the quarter ended January
31, 1999 to $27.1 million compared to $20.6 million for the quarter ended
January 31, 1998. Net sales also increased by 31.1% for the nine-month period
ended January 31, 1999 to $80.7 million from $61.5 million for the nine-month
period ended January 31, 1998. Management believes that its emphasis on
one-to-one marketing, mass customization and the expansion of its National
Meeting, Training and Seminar System, including new training programs such as
Moving Up Seminars, to over 30,000 meetings on an annual basis has lead to this
growth.




<PAGE>


ITEM 2  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS - Continued



Gross profit as a percentage of net sales for the three-month periods ended
January 31, 1999 and 1998 was 76.5% and 75.3%, respectively. Gross profit as a
percentage of net sales for the nine-month periods ended January 31, 1999 and
1998 was 75.8% and 78%, respectively. The decrease in the gross profit margin
for the nine-month period is attributable to upgrades of production costs for
many products and the sales mix of products sold during the second quarter of
fiscal 1999.

Commission expense was $11.9 million and $9.3 million for the three-month
periods ended January 31, 1999 and 1998, respectively. Commission expense was
$36.5 million and $28.3 million for the nine-month periods ended January 31,
1999 and 1998, respectively. Commissions, as a percentage of sales, were 44% and
45.2% for the three-month periods ended January 31, 1999 and 1998, respectively,
and 45.2% and 46% for the nine-month periods ended January 31, 1999 and 1998,
respectively. The total dollar increase in commission expense was directly
related to the corresponding increase in net sales.


Year 2000 Issue

The Year 2000 issue is a result of computer systems that use two digits rather
than four to define calendar dates. By using two digit dates, systems may fail
or make miscalculations due to the inability to distinguish dates in the 1900s
from dates in the 2000s.

The Company continues to address the business issues associated with the Year
2000 issue. In doing so, the Company has formed a Year 2000 task force to
develop and implement a compliance plan. The Company has made a preliminary
assessment of its systems and is currently performing tests in order to ensure
that internal systems will recognize the Year 2000. The Company expects these
tests to continue into the summer of 1999 with the goal to be Year 2000
compliant by July 31, 1999.

Management believes at this time that costs associated with becoming Year 2000
compliant should not have a material adverse effect on the Company.

Although the Company expects its internal systems to be compliant as described
above, the Company intends to prepare a contingency plan during the first
quarter of fiscal 2000.

In addition, the Company has requested information regarding Year 2000
compliance plans and current status from its major vendors and financial
institutions. At present, the Company is not aware of any significant risk
exposure associated with these parties. As a result, the Company is unable to
predict the impact on its business if such parties are unable to comply.

Forward-Looking Statements

Statements in this report concerning the Company's business outlook or future
economic performance, anticipated profitability, revenues, expenses or other
financial items, together with other statements that are not historical facts,
are "forward-looking statements" as that term is defined under federal
securities laws. "Forward-looking statements" are subject to risks,
uncertainties and other factors, which could cause actual results to differ
materially from those stated in such statements. Such risks, uncertainties and
factors include, but are not limited to, decreases in sales volume or number of
Distributors, unfavorable regulatory action, loss of key personnel and general
economic conditions, as well as other risks, some of which are detailed in the
Company's filings with the Securities and Exchange Commission.


<PAGE>


PART II


ITEM 1  LEGAL PROCEEDINGS

         During the period covered by this report, no legal proceedings required
         to be reported became reportable events, and there were no material
         developments in or terminations of previously reported proceedings.


ITEM 6  EXHIBITS AND REPORTS ON FORM 8-K

         (a) EXHIBITS
         The exhibits to this report are listed in the Exhibit Index, which is
         incorporated herein by reference.

         (b) REPORTS ON FORM 8-K

         NONE










<PAGE>


-------------------------------------------------------------------------------

                                   SIGNATURE

-------------------------------------------------------------------------------



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.


                                            MARKET AMERICA, INC.
                                            (Registrant)




Date  March 15, 1999                        /s/ James H. Ridinger
      ------------------                    -----------------------------------
                                            James H. Ridinger, President and CEO
                                            (Principal Executive Officer and
                                             Principal Financial Officer)






<PAGE>


                              EXHIBITS TO FORM 10-Q

                                  EXHIBIT INDEX




Exhibit
 Number                         Identification
 ------                         --------------

  2.1 Agreement and Plan of Merger dated as of October 31, 1993 between Atlantis
Ventures, Inc. and Market America, Inc. and Addendum (to same) dated October 1,
1993 (incorporated by reference to Exhibits 2.1 and 2.2, respectively, to the
Company's Current Report on Form 8-K filed October 6, 1993, Commission File No.
000-23250)

  3.1 Articles of Incorporation of the Company (incorporated by reference to
Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the
Commission on November 3, 1993, Commission File No. 000-23250)

  3.2 Articles of Amendment of the Company (incorporated by reference to Exhibit
3.1 to the Company's Annual Report on Form 10-K for the fiscal year ended April
30, 1996 filed with the Commission on July 30, 1996, Commission File No.
000-23250)

  3.3 By-laws of the Company (incorporated by reference to Exhibit 3.4 to the
Company's Annual Report on Form 10-K for the fiscal year ended April 30, 1996
filed with the Commission on July 30, 1996, Commission File No.
000-23250)

  10.1 Lease between Miracle Marine, Inc. and Market America, Inc. dated June 1,
1997 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended October 31, 1997 filed with the
Commission on December 15, 1997, Commission File No. 000-23250)

 10.2 Vendor agreement between Market America, Inc. and Isontonix x) Corporation
dated October 25, 1993 (incorporated by reference to Exhibit 10.2 to the
Company's Annual Report on Form 10-K for the fiscal year ended April 30, 1998
filed with the Commission on August 13, 1998, Commission File No. 000-23250)


 27*     Financial Data Schedule

----------------
* Filed herewith.