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 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 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 
April 30, 1998.

<PAGE>
<TABLE>
<CAPTION>
                                              PHOENIX GOLD INTERNATIONAL, INC.
                                        Form 10-Q for the Quarter Ended March 31, 1998


                                      INDEX




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

             Item 1.      Financial Statements

                          Balance Sheets at March 31, 1998 (unaudited)
                          and September 30, 1997 (audited)                                                         3

                          Statements of Operations for the Three and Six Months Ended
                          March 31, 1998 and 1997 (unaudited)                                                      4

                          Statements of Cash Flows for the Six Months Ended
                          March 31, 1998 and 1997 (unaudited)                                                      5

                          Notes to Financial Statements                                                            6

             Item 2.      Management's Discussion and Analysis of Financial Condition
                          and Results of Operations                                                                9


Part II.     OTHER INFORMATION

             Item 4.      Submission of Matters to a Vote of Security Holders                                     12


SIGNATURES                                                                                                        13

INDEX TO EXHIBITS                                                                                                 14

</TABLE>













<PAGE>

Part I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

<TABLE>
<CAPTION>

                                              PHOENIX GOLD INTERNATIONAL, INC.
                                                        BALANCE SHEETS


                                                                             March 31,           September 30,
                                                                                1998                  1997
                                                                          ------------------    ------------------
                                                                             (Unaudited)            (Audited)
<S>                                                                       <C>                   <C>
ASSETS

Current assets:
    Cash and cash equivalents                                              $        2,602        $        2,603
    Accounts receivable, net                                                    4,790,307             5,186,630
    Inventories                                                                 6,849,389             7,178,820
    Prepaid expenses                                                              376,925               247,523
    Deferred taxes                                                                349,000               380,000
                                                                          ------------------    ------------------
        Total current assets                                                   12,368,223            12,995,576

Property and equipment, net                                                     3,175,803             3,478,827
Goodwill, net                                                                     237,513               257,324
Deferred taxes                                                                    230,000               231,000
Other assets                                                                      487,027               492,422
                                                                          ------------------    ------------------

        Total assets                                                       $   16,498,566        $   17,455,149
                                                                          ==================    ==================


LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
    Accounts payable                                                       $    1,295,515         $   1,558,749
    Notes payable                                                               2,576,836             3,147,936
    Accrued payroll and benefits                                                  296,348               373,512
    Other accrued expenses                                                        293,277               241,337
    Current portion of long-term obligations                                      365,799               395,669
                                                                          ------------------    ------------------
        Total current liabilities                                               4,827,775             5,717,203

Long-term obligations                                                             329,818               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                                                           3,792,151             3,721,154
                                                                          ------------------    ------------------
        Total shareholders' equity                                             11,340,973            11,243,019
                                                                          ------------------    ------------------

        Total liabilities and shareholders' equity                         $   16,498,566        $   17,455,149
                                                                          ==================    ==================




                                         See Notes to Financial Statements
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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






                                                        Three Months Ended                 Six Months Ended
                                                             March 31                          March 31
                                                  -------------------------------   --------------------------------
                                                       1998            1997              1998             1997
                                                  --------------- ---------------   ---------------  ---------------
<S>                                               <C>             <C>                <C>             <C>

Net sales                                         $   6,613,495   $   6,263,430     $ 12,671,496     $ 11,835,706

Cost of sales                                         4,825,618       4,765,382        9,468,822        9,360,529
                                                  --------------  --------------    -------------    --------------
    Gross profit                                      1,787,877       1,498,048        3,202,674        2,475,177

Operating expens
    Selling                                             967,358         744,340        1,722,411        1,511,754
    General and administrative                          619,173         657,266        1,185,451        1,258,922
                                                  --------------  --------------    -------------    --------------

     Total operating expenses                         1,586,531       1,401,606        2,907,862        2,770,676
                                                  --------------  --------------    -------------    --------------
Income (loss) from operations                           201,346          96,442          294,812         (295,499)

Other income (expense):
    Interest expense                                    (87,351)       (138,496)        (184,790)        (252,338)
    Other income, net                                         -               -            7,975            1,280
                                                  --------------  --------------    -------------    --------------
     Total other income (expense)                       (87,351)       (138,496)        (176,815)        (251,058)
                                                  --------------  --------------    -------------    --------------
Earnings (loss) before income taxes                     113,995         (42,054)         117,997         (546,557)

Income tax benefit (expense)                            (46,000)         17,000          (47,000)         209,000
                                                  --------------  --------------    -------------    --------------
Net earnings (loss)                               $      67,995   $     (25,054)    $     70,997     $   (337,557)
                                                  ==============  =============     =============    ==============
Net earnings (loss) per share - basic and diluted $        0.02   $       (0.01)    $       0.02     $      (0.10)
                                                  ==============  =============     =============    ==============










                                     See Notes to Financial Statements
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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


                                                                                      Six Months Ended
                                                                                          March 31,
                                                                             -----------------------------------
                                                                                  1998               1997
                                                                             ----------------   ----------------
<S>                                                                          <C>                <C>
Cash flows from operating activities:
    Net earnings (loss)                                                       $     70,997       $   (337,557)
    Adjustments to reconcile net earnings (loss) to
    net cash provided by (used in) operating activities:
        Depreciation and amortization                                              506,875            483,810
        Deferred taxes                                                              32,000           (213,239)
        Changes in operating assets and liabilities:
            Accounts receivable                                                    396,323            831,379
            Inventories                                                            329,431            730,145
            Prepaid expenses                                                      (129,402)           (72,382)
            Other assets                                                           (10,576)           (68,154)
            Accounts payable                                                      (263,234)        (1,726,379)
            Accrued expenses                                                       (25,224)          (232,015)
                                                                             ----------------   ----------------
    Net cash provided by (used in) operating activities                            907,190           (604,392)

Cash flows from investing activities:
    Capital expenditures, net                                                     (168,069)          (156,211)
                                                                             ----------------   ----------------

    Net cash used in investing activities                                         (168,069)          (156,211)

Cash flows from financing activities:
    Notes payable, net                                                            (571,100)            24,602
    Proceeds from long-term obligations                                                  -            800,000
    Repayment of long-term obligations                                            (194,979)           (63,996)
    Proceeds from exercise of stock options                                         26,957                  -
                                                                            ----------------   ----------------
    Net cash provided by (used in) financing activities                           (739,122)           760,606
                                                                            ----------------   ----------------

Increase (decrease) in cash and cash equivalents                                        (1)                 3

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

Cash and cash equivalents, end of period                                     $       2,602      $       2,602
                                                                            ================   ================

Supplemental disclosures:
    Cash paid for interest                                                   $     190,122      $     252,655
    Cash paid for income taxes                                                           -            169,859




                                        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 six-month  periods ended March 31, 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
March 31, 1998 and the results of its  operations  for the three- and  six-month
periods  ended  March 31,  1998 and 1997 and its cash  flows for the  six-months
ended March 31, 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 six months presented ended on March 31.


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.






<PAGE>


Note 4 - INVENTORIES

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

<TABLE>
<CAPTION>

                                                             March 31,              September 30,
                                                                1998                     1997
                                                        ---------------------    ---------------------
<S>                                                     <C>                      <C>

       Raw materials                                      $     2,710,586          $      2,818,409
       Work-in-process                                              8,111                    11,867
       Finished goods                                           4,002,143                 4,204,428
       Supplies                                                   128,549                   144,116
                                                        =====================    =====================
           Total inventories                              $     6,849,389          $      7,178,820
                                                        =====================    =====================
</TABLE>



Note 5 - PROPERTY AND EQUIPMENT

      Property and equipment consist of the following:

<TABLE>
<CAPTION>

                                                             March 31,              September 30,
                                                                1998                     1997
                                                        ---------------------    ---------------------
<S>                                                     <C>                      <C>
       Machinery, equipment, and vehicles                 $    4,656,748           $      4,434,003
       Leasehold improvements                                  1,615,109                  1,590,012
       Construction in progress                                   67,304                    155,052
                                                        ---------------------    ---------------------
                                                               6,339,161                  6,179,067
       Less accumulated depreciation
         and amortization                                     (3,163,358)                (2,700,240)
                                                        =====================    =====================
           Total property and equipment, net              $    3,175,803           $      3,478,827
                                                        =====================    =====================
</TABLE>



Note 6 - NOTE PAYABLE

      During December 1997, the Company renewed the $5.5 million  revolving 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 March 31, 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.
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 March 31, 1998,
the Company was in compliance with the above covenants.

<PAGE>

Note 7 - EARNINGS (LOSS) 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 (loss) per share  calculation is as
follows:

<TABLE>
<CAPTION>

                                                        Three Months Ended                 Six Months Ended
                                                             March 31                          March 31
                                                  -------------------------------   --------------------------------
                                                       1998            1997              1998             1997
                                                  --------------- ---------------   ---------------  ---------------
<S>                                               <C>             <C>               <C>              <C>
Net earnings (loss)                               $       67,995  $     (25,054)     $     70,997     $    (337,557)
                                                  =============== ===============   ===============  ===============

Shares used in per share calculation:
  Weighted average shares outstanding                  3,464,745      3,464,650         3,454,605         3,454,605
  Effect of dilutive options and warrants                      -              -               937                 -
                                                  --------------- ---------------   ---------------  ---------------

  Weighted average shares outstanding - diluted        3,464,745      3,454,605         3,465,587         3,454,605
                                                  =============== ===============   ===============  ===============

Net earnings (loss) per share - basic and diluted $         0.02  $       (0.01)   $         0.02    $        (0.10)
                                                  =============== ===============   ===============  ===============

</TABLE>
<PAGE>


PART I.   FINANCIAL INFORMATION
Item 2:   Management's  Discussion and Analysis of Financial Condition and 
          Results of Operations


Results of Operations
---------------------

      Net sales  increased  $350,000,  or 5.6%,  to $6.6  million  for the three
months ended March 31, 1998, compared to $6.3 million for the three months ended
March 31, 1997.  Sales of  electronics  products in the quarter  ended March 31,
1998 increased  11.8% from the quarter ended March 31, 1997.  Increased sales of
car audio  electronics  were partially offset by decreased sales of professional
sound  electronics.  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 professional  audio electronics  decreased
due to weaker  distribution  and dealer demand,  and softness in Asia.  Sales of
speakers  increased  33.1% due to the  introduction  of the new XS products  and
growth in XMAX sales. Sales of accessories decreased 10.3% in the second quarter
of fiscal  1998  compared  to the  corresponding  quarter in fiscal  1997 due to
increased competition and market softness in Asia.

      Net sales for the six months ended March 31, 1998 increased  $836,000,  or
7.1%,  to $12.7  million  from $11.8  million for the six months ended March 31,
1997. Sales of electronics  products increased 14.7% in the first half of fiscal
1998 compared to the first half of fiscal 1997. Sales of speakers increased 9.9%
and sales of accessories declined 3.6% in the respective periods.

      For the three months ended March 31, 1998,  international  sales decreased
6.2% to $2.3  million  from $2.4  million in the  comparable  1997  period.  The
decrease  resulted  primarily  from an 86.0% decrease in sales to Asia offset in
part by an 40.9% increase in sales to the European markets.  International sales
represented  34.3% and 38.6% of net sales for the three  months  ended March 31,
1998 and 1997, respectively.  The Company remains cautious about future sales in
Asia.

      For the six months ended March 31,  1998,  international  sales  increased
3.6% to $4.6  million  from $4.5  million in the  comparable  1997  period.  The
increase  resulted  primarily from  increased  sales to Europe offset in part by
reduced sales to Asia.  International  sales  represented 36.6% and 37.8% of net
sales for the six months ended March 31, 1998 and 1997, respectively.

      Gross  profit  increased  to 27.0%  from  23.9% of net sales for the three
months ended March 31, 1998 and 1997,  respectively.  Gross profit  increased to
25.3% of net sales for the six months  ended  March 31,  1998 from 20.9% for the
comparable  prior  period.  The  increases  were  primarily  due to an increased
percentage of domestic versus  international  sales,  changes in product mix and
increased sales volume which decreased manufacturing overhead as a percentage of
sales.

      Operating   expenses  consist  of  selling,   general  and  administrative
expenses.  Total operating expenses increased $185,000,  or 13.2%, to $1,587,000
for the three months ended March 31, 1998 compared to  $1,402,000  for the three
months  ended March 31,  1997.  Operating  expenses  were 24.0% and 22.4% of net
sales  in the  respective  three-month  periods.  Operating  expenses  increased
$137,000,  or 5.0%,  to  $2,908,000  for the six  months  ended  March 31,  1998
compared to the comparable period in fiscal 1997.  Operating expenses were 22.9%
and 23.4% of net sales in the respective six month periods.
<PAGE>

      Selling expenses increased  $223,000,  or 30.0%, to $967,000 for the three
months  ended  March 31,  1998,  compared to $744,000  for the  comparable  1997
period.  Selling  expenses  were 14.6% and 11.9% of net sales in the  respective
three-month  periods.  Selling  expenses  increased  13.9% in the first  half of
fiscal  1998,  to $1.7  million,  compared to $1.5 million for the first half of
fiscal  1997.  Selling  expenses  were  13.6%  and  12.8%  of net  sales  in the
respective  six  month  periods.  The  increased  selling  expenses  were due to
promotion of new products and domestic sales incentive programs.

      General  and  administrative  expenses  decreased  $38,000,  or  5.8%,  to
$619,000 for the three months ended March 31, 1998, compared to $657,000 for the
comparable fiscal 1997 period. General and administrative expenses were 9.4% and
10.5%  of  net  sales  in  the  respective  three-month  periods.   General  and
administrative expenses decreased 5.8% in the first half of fiscal 1998, to $1.2
million, compared to $1.3 million for the first half of fiscal 1997. General and
administrative  expenses were 9.4% and 10.6% of net sales in the  respective six
month periods.  The decreased  general and  administrative  expenses were due to
lower bad debt expense and continuing cost control programs.

      Interest  expense  decreased  by $51,000 to $87,000  for the three  months
ended March 31, 1998,  compared to $138,000 for the three months ended March 31,
1997.  Interest  expense  decreased by $68,000 to $185,000 for the first half of
fiscal 1998 compared to $252,000 for the first half of fiscal 1997. The decrease
was due to decreased borrowings.

      Net earnings were $68,000, or $0.02 earnings per share (basic and diluted)
for the three months ended March 31, 1998, compared to a net loss of $25,000, or
$0.01 loss per share  (basic and  diluted)  for the three months ended March 31,
1997. Net earnings were $71,000, or $0.02 earnings per share (basic and diluted)
for the six months ended March 31, 1998, compared to a net loss of $338,000,  or
$0.10 loss per share  (basic and diluted) for the  comparable  1997 period.  The
increase in net earnings was due to increased  sales,  improved gross margin and
reduced operating expenses as a percentage of sales.


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 six  months  ended  March  31,  1998  from  cash  generated  from  operating
activities.  Net cash provided by operating  activities was $907,000 for the six
months  ended March 31, 1998.  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  investing  and  accumulating  excess cash,  resulting in low
reported cash balances.

      Accounts receivable decreased $396,000,  inventories decreased by $329,000
and accounts  payable  decreased  $263,000 during the first half of fiscal 1998,
leading  to a increase  in working  capital  of  $262,000  during the  six-month
period.

      Prepaid expenses  increased $129,000 during the six months ended March 31,
1998,  primarily due to trade show deposits and insurance  costs incurred in the
beginning of the Company's fiscal year.
<PAGE>

      The Company made capital expenditures of $168,000 for the six months ended
March 31, 1998.  Management  anticipates that discretionary capital expenditures
for  the  remainder  of  fiscal  1998  will  be  approximately  $300,000.  These
anticipated  expenditures  will be financed from proceeds of short-term debt and
cash provided from operations.

      During December 1997, the Company renewed the $5.5 million  revolving 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 March 31, 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.
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 March 31, 1998,
the  Company  was  eligible  to borrow  $5.4  million  under the line of credit.
Borrowings under the line of credit were $2.6 million as of that date.

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 including Asia; 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 4.    Submission of Matters to a Vote of Security Holders

The Company held its annual meeting of shareholders on February 17, 1998. Voting
common shareholders took the following actions at the meeting:

1. The  shareholders  elected the following  nominees to the Company's  Board of
Directors to serve until the next annual meeting of  shareholders or until their
successors are elected and qualified:
 
                             Shares              Shares              Shares
         Name               Voted for            Withheld          Abstaining

     Keith A. Peterson      3,408,270             4,775                 0
     Timothy G. Johnson     3,408,370             4,675                 0
     Frank G. Magdlen       3,408,370             4,675                 0



2. The  shareholders  voted to ratify  management's  selection  of auditors  for
fiscal 1998 by the  affirmative  vote of 3,377,404  shares,  with 34,312  shares
voting against ratification and 1,329 shares abstaining.


<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:  May 5, 1998

<PAGE>

                                INDEX TO EXHIBITS



    Exhibit                                                         Page
    -------                                                         ----

      27        Financial Data Schedule                              15