U.S. Securities and Exchange Commission
                             Washington, D.C. 20549


                                    Form 10-Q


[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 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 000-25866


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


     OREGON                                            93-1066325
     State or other jurisdiction                       I.R.S. Employer
     of incorporation or organization)                 Identification Number)


                9300 NORTH DECATUR STREET, PORTLAND, OREGON 97203
               (Address of principal executive offices)(Zip code)


                                 (503) 288-2008
              (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 [ ]

     There were 3,464,745 shares of the issuer's common stock  outstanding as of
July 31, 1998.
<PAGE>
<TABLE>
<CAPTION>



                        PHOENIX GOLD INTERNATIONAL, INC.
                  Form 10-Q for the Quarter Ended June 30, 1998


                                      INDEX


Part I.      FINANCIAL INFORMATION                                    Page    
<S>                                                                  <C>   


          Item  1.  Financial   Statements                            

                    Balance  Sheets  at  June  30,  1998(unaudited)    3
                    and September 30, 1997  (audited)

                    Statements of Earnings for the Three and           4
                    Nine  Months  Ended  June 30, 1998 and 1997
                    (unaudited) 

                    Statements of Cash Flows for the Nine Months       5
                    Ended June 30, 1998 and 1997(unaudited)

                    Notes to Financial Statements                      6

          Item 2.   Management's Discussion and Analysis of            8
                    Financial Condition and Results of Operations              

Part II.     OTHER INFORMATION

             Item 6.      Exhibits and Reports on Form 8-K            10       


SIGNATURES                                                            11       

INDEX TO EXHIBITS                                                     12       
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                        PHOENIX GOLD INTERNATIONAL, INC.
                                 BALANCE SHEETS


                                             June 30,     September 30,
                                               1998          1997
                                             ---------   --------------
                                            (Unaudited)    (Audited)
<S>                                         <C>          <C>
ASSETS

Current assets:
    Cash and cash equivalents..........    $    2,597   $     2,603
    Accounts receivable, net ..........     5,218,836     5,186,630
    Inventories .......................     6,653,651     7,178,820
    Prepaid expenses ..................       342,517       247,523
    Deferred taxes ....................       368,000       380,000
                                          -----------   -----------
        Total current assets ..........    12,585,601    12,995,576

Property and equipment, net ............    3,048,933     3,478,827
Goodwill, net ..........................      227,608       257,324
Deferred taxes .........................      235,000       231,000
Other assets ...........................      482,419       492,422
                                           -----------   ----------

        Total assets ...................  $16,579,561   $17,455,149
                                           ===========   ==========


LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Accounts payable .......................  $ 1,450,223   $ 1,558,749
Note payable ...........................    2,087,456     3,147,936
Accrued payroll and benefits ...........      249,787       373,512
Other accrued expenses .................      587,338       241,337                                                            
Current portion of long-term obligations      345,131       395,669
                                           ----------    ----------
    Total current liabilities ..........    4,719,935     5,717,203

Long-term obligations ..................      249,118       494,927

Shareholders' equity:
    Preferred stock;
        Authorized - 5,000,000 shares; none outstanding
                                                                  
    Common stock, no par value;
        Authorized - 20,000,000 shares
        Issued and outstanding - 3,464,745
        and 3,458,985 shares                7,548,822     7,521,865
    Retained earnings ..................    4,061,686     3,721,154
                                           -----------   ----------
        Total shareholders' equity ......  11,610,508    11,243,019
                                           ----------   -----------

        Total liabilities and 
          shareholders' equity ...........$16,579,561  $ 17,455,149
                                           ==========    ==========



                        See Notes to Financial Statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                        PHOENIX GOLD INTERNATIONAL, INC.
                             STATEMENTS OF EARNINGS
                                   (Unaudited)

                       Three Months Ended         Nine Months Ended
                           June 30                     June 30
                       ---------------            --------------------
                        1998      1997            1998           1997 
                       ---------------            --------------------         
<S>                  <C>          <C>            <C>             <C>    

Net sales ...........$ 7,687,304 $  8,263,509    $ 20,358,800    $ 20,099,215

Cost of sales ....... .5,390,185    5,781,313      14,859,007      15,141,842
                     -----------  -----------    ------------    ------------

    Gross profit ....  2,297,119    2,482,196       5,499,793       4,957,373
Operating expenses:
    Selling ........   1,141,146      871,457       2,863,557       2,383,211
                                                                               
    General and
     administrative      619,999      522,082       1,805,450       1,781,004
                     ----------- ------------    ------------    ------------

     Total operating
      expenses ......  1,761,145    1,393,539       4,669,007       4,164,215
                     -----------  -----------    ------------    ------------

Income from
 operations .........    535,974    1,088,657         830,786         793,158

Other income (expense):
    Interest expense     (86,400)    (131,616)       (271,190)       (383,951)
    Other income, net        961        3,892           8,936           5,169
                     -----------  -----------    ------------    ------------

     Total other income
      (expense)          (85,439)    (127,724)       (262,254)       (378,782)
                     -----------  -----------    ------------    ------------

Earnings before
 income taxes            450,535      960,933         568,532         414,376

Income tax expense      (181,000)    (375,000)       (228,000)       (166,000)
                     -----------  -----------    ------------    ------------
 
Net earnings ....   $    269,535  $   585,933     $   340,532     $   248,376
                     ===========  ===========    ============    ============

Net earnings per share
 - basic and
   diluted           $      0.08    $    0.17     $      0.10     $      0.07
                     ===========  ===========    ============    ============                 
                    




                        See Notes to Financial Statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>



                        PHOENIX GOLD INTERNATIONAL, INC.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                                                        Nine Months Ended 
                                                                                         1998         1997                        
                                                                                     ----------    -----------
<S>                                                                                  <C>            <C>    

Cash flows from operating activities:
    Net earnings ................................................................ $   340,532    $   248,376
    Adjustments to reconcile net earnings to
     net cash provided by (used in) operating activities:
        Depreciation and amortization ...........................................     770,734        728,698                       
        Deferred Taxes                                                                  8,000        132,761
        Changes in operating assets and liabilities:
            Accounts receivable ................................................      (32,206)       (37,789)
            Inventories .........................................................     525,169      1,106,600
            Prepaid expenses ....................................................     (94,994)       (11,954)
            Other Assets........................................................      (13,955)       (39,128)
            Accounts payable ...................................................     (108,526)    (1,554,592)
            Accrued expenses ...................................................      222,276       (367,401)
                                                                                    ---------    -----------

                                                                                                                        
    Net cash provided by operating activities ....................................  1,617,030        205,571
                                                                                  
                                                                                                                         
Cash flows from investing activities:
                                                                                                                         
    Capital expenditures, net ...................................................... (287,166)      (288,463)
                                                                                     ---------      ----------                   

    Net cash used in investing activities ........................................   (287,166)      (288,463)

Cash flows from financing activities:
     Notes payable, net ........................................................   (1,060,480)      (606,364)
     Proceeds from long-term obligations .........................................          -        800,000
     Repayment of long-term obligations .........................................    (296,347)      (154,668)
     Proceeds from exercise of stock options ...................................       26,957             --                        
                                                                                   ----------    -----------                   

                                                                                                                         
    Net cash provided by (used in) financing activities .......................    (1,329,870)        82,894
                                                                                   -----------    ----------
Increase (decrease) in cash and cash equivalents                                           (6)             2

Cash and cash equivalents, beginning of period .................................        2,603          2,599
                                                                                    ---------      ---------

Cash and cash equivalents, end of period .......................................$       2,597    $     2,601
                                                                                     ========     ==========

Supplemental disclosures:
    Cash paid for interest .........................................................  285,406    $   386,497
    Cash paid for income taxes ....................................................    43,796         61,483
    Equipment financed by long-term obligation ....................................        --         36,168
                                                                                                                         



                        See Notes to Financial Statements
</TABLE>
<PAGE>


                        PHOENIX GOLD INTERNATIONAL, INC.
                          Notes to Financial Statements
                                   (Unaudited)


Note 1 - UNAUDITED FINANCIAL STATEMENTS

     Certain  information and note  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been omitted from these  unaudited  financial  statements.  These unaudited
financial statements should be read in conjunction with the financial statements
and notes  included in the  Company's  Annual Report on Form 10-KSB for the year
ended September 30, 1997 filed with the Securities and Exchange Commission.  The
results of operations for the three- and nine-month  periods ended June 30, 1998
are not  necessarily  indicative of the operating  results for the full year. In
the opinion of management, all adjustments,  consisting only of normal recurring
accruals,  have been made to present fairly the Company's  financial position at
June 30, 1998 and the results of its  operations  for the three- and  nine-month
periods  ended  June 30,  1998 and 1997 and its cash  flows for the  nine-months
ended June 30, 1998 and 1997.

Note 2 - REPORTING PERIODS

     The Company's  fiscal year is the 52-week or 53-week period ending the last
Sunday in  September.  Fiscal  1998 and fiscal  1997 are  52-week  years and all
quarters are 13-week  periods.  For  presentation  convenience,  the Company has
indicated in these financial  statements that its fiscal year ended on September
30 and that the three and nine months presented ended on June 30.

Note 3 - PROSPECTIVE ACCOUNTING CHANGES

     In June 1997,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement  of  Financial   Accounting   Standards  (SFAS)  No.  130,   Reporting
Comprehensive  Income.  SFAS No. 130 establishes  requirements for disclosure of
comprehensive  income and becomes  effective  for the year ending  September 30,
1999.  Reclassification of earlier financial statements for comparative purposes
is required.

     In June 1997, the FASB issued SFAS No. 131,  Disclosures  about Segments of
an Enterprise and Related  Information.  SFAS No. 131 establishes  standards for
disclosure about operating segments in annual financial  statements and selected
information in interim  financial  reports.  It also  establishes  standards for
related  disclosures  about  products and services,  geographic  areas and major
customers.  This  statement  supersedes  SFAS No. 14,  Financial  Reporting  for
Segments of a Business  Enterprise.  SFAS No. 131 will be effective for the year
ending September 30, 1999 and requires that comparative information from earlier
years be restated to conform to the requirements of this standard.

Note 4 - INVENTORIES

     Inventories  are stated at the lower of cost or market  and  consist of the
following:

                                               June 30,    September 30,
                                                 1998         1997
                                              ----------   ----------
<TABLE>
<S>                                          <C>            <C>    

Raw materials ............................   $2,745,885   $2,818,409
Work-in-process                                   6,490       11,867                            
Finished goods ...........................    3,793,744    4,204,428
Supplies .................................      107,532      144,116
                                              =========   ==========
    Total inventories ....................   $6,653,651   $7,178,820
                                              =========   ==========

</TABLE>
<PAGE>


Note 5 - PROPERTY AND EQUIPMENT

      Property and equipment consist of the following:


                                                  June 30,    September 30,
                                                   1998           1997
                                              --------------  -----------------
<TABLE>
<S>                                           <C>                <C>    

       Machinery, equipment, and vehicles    $    4,776,742   $     4,434,003
       Leasehold improvements                     1,637,225         1,590,012
       Construction in progress                      44,291           155,052
                                             --------------    --------------
                                                  6,458,258         6,179,067
       Less accumulated depreciation
         and amortization                        (3,409,325)       (2,700,240)
                                             ==============    ==============
           Total property and equipment, net $    3,048,933    $    3,478,827
                                             ==============    ==============
</TABLE>
Note 6 - NOTE PAYABLE

     During  December 1997, the Company  renewed the $5.5 million bank operating
line of credit  through  December  1998.  Borrowings  under the renewed  line of
credit are limited to  eligible  accounts  receivable  and  inventories  and are
subject to certain  additional  limits.  Interest on  borrowings is equal to the
bank's prime lending rate (8.5% at June 30, 1998) plus an additional  percentage
based on debt  service  coverage.  Beginning  January  1, 1998,  the  additional
percentage  was  1.00%  which  decreased  to 0.50%  effective  April 1, 1998 and
decreased to 0.00% effective July 1, 1998.  Borrowings  under the line of credit
are secured only by accounts receivable,  inventories and certain equipment. The
line of credit contains  covenants which require a minimum level of tangible net
worth and  minimum  ratios of  current  assets to current  liabilities  and debt
service  coverage.  As of June 30, 1998, the Company was in compliance  with the
covenants.

Note 7 - EARNINGS PER SHARE

     Effective  beginning  in fiscal  1998,  the Company  adopted  SFAS No. 128,
Earnings Per Share.  SFAS No. 128  established  new  standards for computing and
presenting earnings per share. The earnings per share calculation is as follows:
<TABLE>
<CAPTION>


                                   Three Months Ended   Nine Months Ended  
                                        June 30              June 30
                                                                                                      
                                    1998      1997          1998       1997
<S>                             <C>        <C>            <C>         <C>    

Net earnings                    $  269,535 $  585,933     $  340,532 $  248,376
                                 ====================       ===================   

Shares used in per share calculation:

 Weighted average
      shares outstanding         3,464,745  3,464,682      3,456,915  3,455,375
  Effect of dilutive options
      and warrants                     --      38,382             --     72,628
                                ---------- ----------     ----------  ----------

  Weighted average shares
     outstanding - diluted ....  3,464,745  3,495,297      3,464,682  3,528,003
                                 ====================    ======================

Net earnings per share -
     basic and diluted .......$       0.08   $   0.17      $    0.10 $     0.07                             
                                =====================    ======================
</TABLE>


Note 8 - SUBSEQUENT EVENT

     During  July 1998,  the  Company  completed a  $1,125,000  five-year  lease
financing  at an  interest  rate of  8.25%.  The  proceeds  were  used to  repay
approximately  $500,000 of long-term financing which had interest rates of 10.3%
and 11.1%.  The remaining  proceeds of  approximately  $625,000 were used to pay
down the bank operating line of credit.  Additionally,  the financing  agreement
provides up to $200,000 for future equipment term financing.  The agreement also
contains  covenants  which  require a  minimum  level of net worth and a minimum
ratio of debt service coverage.

<PAGE>

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

Results of Operations

     Net sales decreased $576,000, or 7.0%, to $7.7 million for the three months
ended June 30,  1998,  compared to $8.3  million for the three months ended June
30,  1997.  Sales of  electronics  products in the  quarter  ended June 30, 1998
decreased  5.9%  from the  quarter  ended  June  30,  1997.  Decreased  sales of
professional  sound  electronics was partially  offset by increased sales of car
audio  electronics.  Sales of professional  sound  electronics  decreased due to
softness in international markets and weaker distribution and dealer demand. Car
audio electronic sales increased due to the continuing  success of the XS and QX
series of car audio  amplifiers that are designed to address lower price points.
Sales of speakers  decreased 14.7% due to weak international  markets.  Sales of
accessories  decreased  3.8% in the third quarter of fiscal 1998 compared to the
corresponding  quarter in fiscal 1997 due to increased  competition and softness
in international markets.

     Net sales for the nine months ended June 30, 1998  increased  $260,000,  or
1.3%,  to $20.4  million  from $20.1  million for the nine months ended June 30,
1997. Although sales of electronic products decreased for the three months ended
June 30, 1998, sales of such products increased 6.3% in the first nine months of
fiscal 1998 compared to the first nine months of fiscal 1997.  Sales of speakers
decreased  1.9% and sales of  accessories  declined 3.7% between the  respective
periods.

     For the three  months ended June 30, 1998,  international  sales  decreased
26.8% to $2.5  million  from $3.4 million in the  comparable  1997  period.  The
decrease  resulted  primarily  from a 52.7%  decrease in sales to Asia,  a 44.6%
decrease  in sales to  Europe  offset in part by an 14.4%  increase  in sales to
other international markets.  International sales represented 32.3% and 41.1% of
net sales for the three months ended June 30, 1998 and 1997,  respectively.  The
Company also  expects  decreased  sales to customers  located in Asia during the
fourth quarter of fiscal 1998 as compared to the fourth quarter of fiscal 1997.

     For the nine months  ended June 30,  1998,  international  sales  decreased
10.0% to $7.1  million  from $7.9 million in the  comparable  1997  period.  The
decrease  resulted  primarily  from  decreased  sales to Asia  offset in part by
increased sales to other international markets.  International sales represented
34.8% and 39.2% of net sales for the nine  months  ended June 30, 1998 and 1997,
respectively.

     Gross  profit  decreased  to 29.9% of net sales for the three  months ended
June 30, 1998 from 30.0% of net sales for the three  months ended June 30, 1997.
Gross profit  increased to 27.0% of net sales for the nine months ended June 30,
1998 from 24.7% for the  comparable  prior  period.  The  increase  for the nine
months  ended June 30, 1998 was  primarily  due to an  increased  percentage  of
domestic versus international sales and changes in product mix.

     Operating expenses consist of selling, general and administrative expenses.
Total operating  expenses  increased  $368,000,  or 26.4%, to $1,761,000 for the
three months  ended June 30, 1998  compared to  $1,394,000  for the three months
ended June 30, 1997. Operating expenses were 22.9% and 16.9% of net sales in the
respective three-month periods. Operating expenses increased $505,000, or 12.1%,
to $4,669,000  for the nine months ended June 30, 1998 compared to $4,164,000 in
the comparable period in fiscal 1997. Operating expenses were 22.9% and 20.7% of
net sales in the respective nine month periods.

     Selling expenses increased $270,000,  or 30.9%, to $1,141,000 for the three
months ended June 30, 1998, compared to $871,000 for the comparable 1997 period.
Selling expenses were 14.8% and 10.5% of net sales in the respective three-month
periods.  Selling  expenses  increased  20.2% in the first nine months of fiscal
1998,  to $2.9  million,  compared to $2.4  million for the first nine months of
fiscal  1997.  Selling  expenses  were  14.1%  and  11.9%  of net  sales  in the
respective  nine month  periods.  The  increased  selling  expenses  were due to
promotion of new products and domestic sales incentive programs.

     General  and  administrative  expenses  increased  $98,000,  or  18.8%,  to
$620,000 for the three months ended June 30, 1998,  compared to $522,000 for the
comparable fiscal 1997 period. General and administrative expenses were 8.1% and
6.3% of net sales in the respective three-month periods. The increase in general
and  administrative  expenses were due to  engineering  expenses for new product
development.  General and administrative  expenses increased $24,000, or 1.4% in
the first nine months of fiscal 1998, to $1,805,000,  compared to $1,781,000 for
the first nine months of fiscal 1997. General and  administrative  expenses were
8.9% of net sales in each of the respective nine month periods

     Interest expense decreased by $45,000 to $86,000 for the three months ended
June 30,  1998,  compared to $132,000  for the three months ended June 30, 1997.
Interest expense  decreased by $113,000 to $271,000 for the first nine months of
fiscal 1998  compared to $384,000 for the first nine months of fiscal 1997.  The
decrease was due to decreased  borrowings  and decreased  interest  rates on the
outstanding borrowings.

     Net earnings were $270,000,  or $0.08 per share (basic and diluted) for the
three months ended June 30, 1998, compared to net earnings of $586,000, or $0.17
per share (basic and  diluted)  for the three  months  ended June 30, 1997.  The
decrease in net  earnings  was due to decreased  sales and  increased  operating
expenses. Net earnings were $341,000, or $0.10 per share (basic and diluted) for
the nine months  ended June 30, 1998,  compared to net earnings of $248,000,  or
$0.07 per share (basic and diluted) for the comparable 1997 period. The increase
in net  earnings  in the  most  recent  nine-month  period  was due to  slightly
increased sales and improved gross profit.

Liquidity and Capital Resources

     The  Company's  primary  needs for funds are for working  capital and, to a
lesser extent, capital expenditures.  The Company financed its operations during
the  nine  months  ended  June 30,  1998  from  cash  generated  from  operating
activities.  Net cash provided by operating  activities  was  $1,617,000 for the
nine  months  ended  June  30,  1998,   which   allowed  the  Company  to  repay
approximately $1,357,000 in current and long-term financing. When cash flow from
operations  exceeds  current  needs,  the Company  pays down in part the balance
owing on its  operating  line of credit rather than  accumulating  and investing
excess cash, resulting in low reported cash balances.

     During the nine months ended June 30, 1998, inventories decreased $525,000,
prepaid expenses  increased  $95,000,  accounts payable  decreased  $109,000 and
accrued expenses increased  $222,000,  leading to an increase in working capital
of $587,000.  The decrease in inventories  is a result of management  efforts to
reduce inventories in order to increase cash flows from operations.

     The Company made capital expenditures of $287,000 for the nine months ended
June 30, 1998.  Management  anticipates that discretionary  capital expenditures
for  the  remainder  of  fiscal  1998  will  be  approximately  $100,000.  These
anticipated  expenditures  will be financed from proceeds of short-term debt and
lease financing, and cash provided from operations.

     During  December 1997, the Company  renewed the $5.5 million bank operating
line of credit  through  December  1998.  Borrowings  under the renewed  line of
credit are limited to  eligible  accounts  receivable  and  inventories  and are
subject to certain  additional  limits.  Interest on  borrowings is equal to the
bank's prime lending rate (8.5% at June 30, 1998) plus an additional  percentage
based on debt  service  coverage.  Beginning  January  1, 1998,  the  additional
percentage  was  1.00%  which  decreased  to 0.50%  effective  April 1, 1998 and
decreased to 0.00% effective July 1, 1998.  Borrowings  under the line of credit
are secured only by accounts receivable,  inventories and certain equipment. The
line of credit contains  covenants which require a minimum level of tangible net
worth and  minimum  ratios of  current  assets to current  liabilities  and debt
service  coverage.  As of June 30, 1998, the Company was eligible to borrow $5.2
million under the line of credit.  Borrowings under the line of credit were $2.1
million as of that date.

     Subsequent to June 30, 1998, the Company  completed a $1,125,000  five-year
lease  financing at an interest  rate of 8.25%.  The proceeds were used to repay
approximately  $500,000 of long-term financing which had interest rates of 10.3%
and 11.1%.  The remaining  proceeds of  approximately  $625,000 were used to pay
down the bank operating line of credit.  Additionally,  the financing  agreement
provides up to $200,000 for future equipment term financing.  The agreement also
contains  covenants  which  require a  minimum  level of net worth and a minimum
ratio of debt service coverage.

Forward-Looking Statements

     This Report contains "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995, including, without limitation,
statements as to expectations,  beliefs and future financial  performance,  that
are based on current  expectations and are subject to certain risks,  trends and
uncertainties  that could  cause  actual  results to vary from those  projected,
which  variances may have a material  adverse  effect on the Company.  Among the
factors that could cause actual results to differ  materially are the following:
business  conditions and growth in the car audio,  professional sound and custom
audio/video  and  home  theater  markets  and  the  general  economy;   business
conditions  in  international   markets;  the  timing  and  size  of  orders  by
distributors and OEM customers;  competitive  factors such as rival products and
price pressures; the failure of new products to compete successfully in existing
or new markets;  the failure to achieve timely  improvement in the manufacturing
ramp with  respect to new  products;  changes in product mix;  availability  and
price of components, subassemblies and products supplied by third party vendors;
and cost and yield issues associated with production at the Company's factory.
<PAGE>

                           PART II. OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

           (a) Exhibits

               10.18    Master Equipment Lease Agreement dated
                        July 15, 1998 between the Company and
                        First Security Leasing Company

               10.19    Lease Schedule to Master  Equipment  Lease
                        Agreement dated July 15, 1998 between 
                        the Company and First Security Leasing
                        Company

               27       Financial Data Schedule

          (b) Reports on Form 8-K

                        None.
<PAGE>
                                   SIGNATURES


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

                              PHOENIX GOLD  INTERNATIONAL,  INC.



                               /s/Joseph  K.  O'Brien
                              ------------------------
                              Joseph K. O'Brien
                              Chief Financial Officer
                              (Principal Financial and Accounting Officer)

Dated: August 7, 1998


<PAGE>

                                INDEX TO EXHIBITS



    Exhibit                                                                Page 
    -------                                                                ---- 
     10.18     Master  Equipment  Lease  Agreement  dated July 15, 1998    13
               between the Company and First  Security  Leasing  Company 

     10.19     Lease  Schedule to Master Equipment  Lease  Agreement       21
               dated July 15,  1998  between the Company and First
               Security Leasing Company

     27        Financial Data Schedule                                     23