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

                                    FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934
     For the quarterly period ended September 30, 1996

                                       or

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934
     For the transition period from                  to                 

Commission file number 0-15512.

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

                     Utah                             87-0356708
         (State or other jurisdiction of           (I.R.S. Employer
         incorporation or organization)           Identification No.)

       4460 South Highland Drive Suite #100
               Salt Lake City, Utah                    84124-3543
     (Address of principal executive offices)          (Zip Code) 

                               (801) 273-6600
            (Registrant's telephone number, including area code)

                               Not applicable
            (Former name, former address and former fiscal year,
                        if changed since last report)

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      

The number of  shares outstanding of the registrant's no  par value Common Stock
as of November 11, 1996 was 16,647,869.


ALPNET, INC. AND SUBSIDIARIES

                                      INDEX

PART I.  FINANCIAL INFORMATION

<TABLE>
<S>      <C>
Item 1.  Consolidated Financial Statements (Unaudited):

         Consolidated Statements of Operations--Three months ended September 30, 1996 
          and 1995, and Nine months ended September 30, 1996 and 1995   . . . . 

         Consolidated Balance Sheets--September 30, 1996 and December 31, 1995  

         Consolidated Statements of Cash Flows--Nine months ended September 30, 1996
          and 1995  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

         Notes to Consolidated Financial Statements--September 30, 1996 . . . . 

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

PART II.   OTHER INFORMATION

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

SIGNATURES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
</TABLE>


ITEM 1: . . . .   CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

<TABLE>
ALPNET, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

<CAPTION>
                                                             Three Months Ended            Nine Months Ended
                                                                September 30                  September 30
Thousands of dollars and shares                             1996           1995            1996         1995
<S>                                                       <C>            <C>            <C>          <C>    
SALES OF SERVICES                                         $7,545         $7,386         $23,058      $19,751 

OPERATING EXPENSES:
  Cost of services sold                                    6,099          5,510          17,990       15,567 
  Selling, general and administrative   
    expenses                                               1,204          1,261           3,664        3,116 
  Development costs                                           60             49             142          131 
  Amortization of goodwill                                    90             93             269          279 
Total operating expenses                                   7,453          6,913          22,065       19,093 

OPERATING INCOME                                              92            473             993          658 

Interest expense, net                                         40             55             101          160 

Income before income taxes                                    52            418             892          498 

Income taxes                                                  30             70             178          130 
                                                                  
NET INCOME                                                $   22        $   348          $  714       $  368 


NET INCOME PER SHARE                                      $ .001        $  .015          $ .028       $ .016 

Weighted average shares of Common 
  Stock and Common Stock equivalents 
  outstanding                                             26,344         22,868          25,856       22,422 

See accompanying notes.
</TABLE>


<TABLE>
ALPNET, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

<CAPTION>
                                                                September 30            December 31 
Thousands of dollars                                                1996                   1995 

ASSETS
<S>                                                              <C>                    <C>  
CURRENT ASSETS:
  Cash and cash equivalents                                      $ 1,645                $ 1,033                   
  Trade accounts receivable, less allowance of 
    $247 in 1996 and $156 in 1995                                  4,928                  4,978
  Work-in-process                                                    506                    340
  Prepaid expenses and other                                       1,079                    707
Total current assets                                               8,158                  7,058

PROPERTY, EQUIPMENT AND LEASEHOLD
  IMPROVEMENTS:
    Office facilities and leasehold 
     improvements                                                    139                    144
    Equipment                                                      4,363                  3,833
                                                                   4,502                  3,977
    Less accumulated depreciation and
     amortization                                                  3,040                  2,997
Net property, equipment and leasehold 
  improvements                                                     1,462                    980

OTHER ASSETS:
  Goodwill, less accumulated amortization 
     of $3,143 in 1996 and $2,924 in 1995                          5,863                  6,250
  Other                                                              235                    161
Total other assets                                                 6,098                  6,411

TOTAL ASSETS                                                     $15,718                $14,449

See accompanying notes.
</TABLE>


<TABLE>
ALPNET, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED)--continued

<CAPTION>                                                                        
                                                              September 30             December 31
Thousands of dollars and shares                                   1996                    1995     

LIABILITIES AND SHAREHOLDERS' EQUITY
<S>                                                            <C>                     <C>  
CURRENT LIABILITIES:
  Notes payable to banks                                       $ 1,304                 $ 1,156 
  Accounts payable                                               1,786                   1,636 
  Accrued payroll and related benefits                             748                     665 
  Other accrued expenses                                           898                     813 
  Deferred revenue                                                 366                     254 
  Income taxes payable                                              47                      18 
  Current portion of long-term debt                                142                      94 
  Current portion of long-term debt to affiliates                   39                      42 
  Guarantee liability (Note 3)                                       -                     220 
Total current liabilities                                        5,330                   4,898 
                                                                                                                  
Long-term debt, less current portion                               186                     115 

Long-term debt to affiliates, less current portion                  69                     105 

SHAREHOLDERS' EQUITY:
  Convertible Preferred Stock, no par value; 
    authorized 2,000 shares; issued and 
    outstanding 1,131 shares in 1996 and 1995                    3,127                   3,127  
  Common Stock, no par value; authorized 
    40,000 shares; issued and outstanding 
    16,648 shares in 1996 and 16,199 shares 
    in 1995                                                     39,196                  38,954  
  Accumulated deficit                                          (30,615)                (31,329) 
  Equity adjustment from foreign currency translation           (1,575)                 (1,421)
Total shareholders' equity                                      10,133                   9,331  
TOTAL LIABILITIES AND SHAREHOLDERS' 
  EQUITY                                                       $15,718                 $14,449  

See accompanying notes.
</TABLE>


<TABLE>
ALPNET, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<CAPTION>
                                                                            Nine Months Ended September 30
Thousands of dollars                                                            1996             1995
<S>                                                                           <C>                <C>      
OPERATING ACTIVITIES:
  Net income                                                                  $  714             $368 
  Adjustments to reconcile net income to 
    net cash provided by operating activities:
     Depreciation and amortization of property, 
       equipment and leasehold improvements                                      302              266 
     Amortization of goodwill                                                    269              279 
     Other                                                                       (42)              11 
     Changes in operating assets and liabilities:
       Trade accounts receivable                                                 (29)            (641)
       Accounts payable and accrued expenses                                     392              226 
       Other                                                                    (413)              49 
Net cash provided by operating activities                                      1,193              558 

INVESTING ACTIVITIES:
  Purchase of property, equipment and 
    leasehold improvements                                                      (832)            (266)

FINANCING ACTIVITIES:
  Proceeds from notes payable to banks                                           376              375 
  Principal payments on notes payable to banks                                  (228)            (354)
  Proceeds from long-term debt, including debt to affiliates                     164               11 
  Principal payments on long-term debt, including debt to affiliates             (75)             (87)
  Proceeds from issuance of common stock, net of related costs                     -              191 
  Proceeds from exercise of stock options                                         22                - 
Net cash provided by financing activities                                        259              136 
 
Effect of exchange rate changes on cash                                           (8)              14 
NET INCREASE IN CASH AND CASH EQUIVALENTS                                        612              442 

Cash and cash equivalents at beginning of period                               1,033              344 

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                    $1,645             $786


CASH PAID DURING THE PERIOD FOR:
  Interest                                                                    $  106             $165 
  Income taxes                                                                   162               71 

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Effective August 1995, the Company issued 87,339 shares of Convertible Preferred Stock in exchange for
  long-term debt to affiliates.

See accompanying notes.
</TABLE>


ALPNET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 1996

1. BASIS OF PRESENTATION

  ALPNET, Inc. and  its subsidiaries  (the "Company") form  a worldwide  network
  dedicated to  providing specialized language  services for businesses  engaged
  in  international  trade.   The  Company  has  combined  computer  translation
  technology  with  experienced   human  translators  and  other  language   and
  technical professionals in its  worldwide network to provide  a full  spectrum
  of  services  to fulfill  the  language needs  of  customers  in international
  business.

  The  accompanying   unaudited  consolidated  financial  statements  have  been
  prepared in  accordance with the  rules and regulations of  the Securities and
  Exchange  Commission.  Accordingly, they do not include all of the information
  and footnote disclosures required by generally  accepted accounting principles
  for  complete financial  statements.    In  the  opinion  of  management,  all
  adjustments  (consisting  only  of  normal  recurring adjustments)  considered
  necessary for a fair presentation  have been included.  Operating results  for
  the periods  presented are not necessarily indicative  of the results that may
  be  expected for  the respective  complete  years.   For  further information,
  refer  to the Consolidated Financial Statements and  notes thereto included in
  the Company's  Annual Report  on Form  10-K for  the year  ended December  31,
  1995.

  The preparation of financial statements requires management to  make estimates
  and assumptions that  affect the  reported amounts of  assets and  liabilities
  and  disclosure of  contingent  liabilities  at  the  date  of  the  financial
  statements  and  the reported  amounts  of revenues  and  expenses  during the
  reporting periods.  Actual results could differ from those estimates.

  Certain amounts for the  nine-month period ended September 30,  1995 have been
  reclassified to conform to the 1996 presentation.

2. INCOME TAXES

  The  Company files  a  consolidated  U.S.  Federal  income  tax  return  which
  includes all domestic operations.  Tax returns for states  within the U.S. and
  for  foreign  subsidiaries  are  filed  in accordance  with  applicable  laws.
  Fluctuations  in the amount  of income taxes arise  primarily from the varying
  combinations of taxable  income and  losses of the  Company's subsidiaries  in
  the various domestic and foreign tax jurisdictions, including  the utilization
  of net operating loss carryforwards in many of these jurisdictions.

3. ACQUISITION GUARANTEE LIABILITY

  In 1988, the Company acquired  its German subsidiary for a combination of cash
  and shares  of the Company's Common Stock.  The acquisition agreement required
  the Company  to give additional  consideration if the value  of the shares  of
  Common Stock  did not  reach an agreed-upon  level within  a specified  period
  following the  acquisition, and remain  at that level  until the former  owner
  was able to sell  the shares of the Company's Common Stock for an amount equal
  to the purchase  price stipulated in the acquisition  agreement.  As  a result
  of this requirement,  the Company issued additional shares to the former owner
  in 1990.

  In  1993, the Company  and the  former owner  entered into an  agreement which
  amended the  original  acquisition  agreement.    This  agreement  waived  the
  requirement to pay any additional  consideration if the value of all shares of
  Common  Stock previously  issued reached the  stipulated purchase  price on or
  before September 30, 1994 (which  date was subsequently extended  to September
  30,  1996).  Had the stock  value never reached such amount, the Company would
  have  been required to pay interest on the stock value deficiency beginning on
  September 30, 1996.  

  As  a  result of  this  waiver agreement,  the  Company  recorded a  guarantee
  liability for  the stock  value deficiency,  calculated based  on the  trading
  value per share  of the Company's Common Stock  as compared to  the guaranteed
  value at the  balance sheet dates.  An  adjustment to shareholders' equity was
  also recorded for the same amounts.  

  In May 1996,  an increase in the market  price of ALPNET Common Stock  allowed
  this liability to  be fully satisfied without  any additional cash payment  or
  issuance of stock by the Company.


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

The following Management's Discussion and Analysis should be read in conjunction
with the Consolidated Financial Statements and notes thereto.

FOREIGN OPERATIONS

The  Company serves its customers from 33  wholly-owned offices in 15 countries.
The  operations  of  the Company  are  predominantly  located  outside the  U.S.
Accordingly, the Company is subject to the effects  of foreign currency exchange
rate fluctuations among U.S. dollars, Canadian dollars, British pounds sterling,
German marks and other European and Asian  currencies.  For all of the Company's
foreign  subsidiaries, the  functional currency  has been  determined to  be the
local currency.  Accordingly,  assets and liabilities are translated  at period-
end  exchange rates,  and operating  statement items  are translated  at average
exchange rates prevailing during  the period.  The resultant  cumulative foreign
currency adjustments to  the assets and  liabilities are recorded as  a separate
component  of shareholders'  equity.   For the  first nine  months of  1996, the
foreign  currency equity adjustment was negative $150,000 compared to a positive
adjustment  of $300,000 for the first nine months of 1995.  When the U.S. dollar
strengthens against foreign currencies,  the shareholders' equity adjustment for
the Company  normally is negative  since the net  assets denominated  in foreign
currencies are translated into fewer U.S. dollars.  This is what has occurred in
1996,  whereas in  1995,  the major  foreign  currencies affecting  the  Company
strengthened  as compared to  the U.S.  dollar.  As  of September  30, 1996, the
cumulative net effect to the Company of the equity adjustment  from movements in
foreign currency exchange rates was a reduction of $1.6 million in shareholders'
equity.    A significant portion  of the cumulative foreign  currency adjustment
relates to changes in the recorded amount of goodwill.  

Because most of the Company's  operations are located outside the U.S.,  and its
foreign  operations' financial results must be translated into U.S. dollars, the
Company's actual  and reported  financial results  and  financial condition  are
susceptible to movements in foreign currency exchange rates.  Since the  Company
has  relatively  few long-term  monetary assets  and liabilities  denominated in
currencies other  than the  U.S. dollar,  it does not  have any  ongoing hedging
programs in place to manage currency risk.

RESULTS OF OPERATIONS

The following paragraphs discuss results of  operations for the three- and nine-
month  periods ended September  30, 1996 as  compared with the  three- and nine-
month periods ended  September 30,  1995, including the  significant effects  of
fluctuating foreign currency exchange rates. 

The Company reported net income of $22,000 for the three  months ended September
30, 1996 compared to net income of $348,000 for the three months ended September
30, 1995.   If foreign currency  exchange rates for 1996  had remained unchanged
from  1995, the  Company would have  reported net  income of  $25,000 instead of
$22,000 and  therefore currency  exchange rate  fluctuations  had an  immaterial
effect on net income in the third quarter of 1996.

The Company reported net income of  $714,000 for the nine months ended September
30,  1996 compared to $368,000 for the nine months ended September 30, 1995.  If
foreign currency exchange  rates for 1996 had remained  unchanged from 1995, the
Company would have reported net income of $770,000 instead of $714,000. 

Sales of services  were $7.5 million  for the three  months ended September  30,
1996 compared  to $7.4 million  for the three  months ended September  30, 1995.
The  $100,000 increase in  reported sales for  1996 consisted of  an increase in
sales  volume of approximately $300,000 and an approximate $200,000 decrease due
to currency exchange rate variances.  

Sales of services  were $23.1 million  for the nine  months ended September  30,
1996 compared  to $19.8 million  for the nine  months ended September  30, 1995.
The $3.3 million  increase in reported sales  from 1995 to 1996 consisted  of an
increase in sales  volume of  $3.9 million  and a  decrease of  $600,000 due  to
currency exchange  rate variances.  The  increases in sales volume  in 1996 over
1995  are due to increases  in sales in nearly all  markets in which the Company
has a presence, but most particularly in the Company's North  American, U.K. and
Singapore  offices.    Contributions  from  new  offices,  particularly  in  the
Netherlands and in Japan also boosted sales in 1996 over 1995.

The  increase in  sales volume  is  a result  of generally  expanding needs  for
language related services in  an increasingly global marketplace where  more and
more  businesses are entering foreign markets and becoming involved in worldwide
trade.  An example  of this is the software  industry which has significant  and
increasing needs for product localization services such as those provided by the
Company.   Also  having a  beneficial effect  on sales  levels is  the Company's
increasing  emphasis on  online  services (including  the  Internet) both  as  a
marketing tool  and as a  means to communicate  with and interact  with clients.
Management  believes  that  international  trade agreements  such  as  the North
American Free Trade  Agreement (NAFTA) and the General  Agreement on Tariffs and
Trade (GATT) have also had a positive effect on demand for the language services
provided by the Company.  

The Company competes on the basis of quality, service and geographical proximity
to clients and potential clients,  and has opened several new offices  in recent
years -- including  a new office in  Tokyo in 1996 --  in order to increase  its
market share in  what management  believes has been  and will  continue to be  a
growth  industry.  The intense  price competition which  the Company encountered
throughout 1994 and 1995 continues to limit the prices the Company can charge in
the marketplace, and  the industry  pricing situation appears  to have  improved
only marginally in 1996 compared to 1995. 
 
The  following table  shows a  comparison of  sales of  services in each  of the
Company's significant geographic areas for each  of the nine month periods ended
September 30, 1996 and 1995, along with the effect of  foreign currency exchange
rate fluctuations on  sales between  periods.  Intercompany  sales are  normally
billed  on a  margin-sharing basis.   All intercompany  sales are  eliminated in
determining the totals.

<TABLE>
<CAPTION>
Thousands of dollars
                                                         Increase (Decrease) in
                             Nine Months                Sales of Services due to     Total   
                         Ended September 30              Sales        Currency     Increase 
                          1996         1995             Volume      Fluctuations  (Decrease)
<S>                    <C>          <C>                 <C>             <C>         <C>   
United States          $ 3,455      $ 1,911             $1,544          $   -       $1,544 

Canada                   3,248        2,815                420             13          433 

Europe                  18,891       16,129              3,469           (707)       2,762 

Asia                     2,582        1,801                786             (5)         781 

Eliminations            (5,118)      (2,905)            (2,278)            65       (2,213)

Total Sales            $23,058      $19,751             $3,941          $(634)      $3,307
                                                                                           
</TABLE>

As shown in the above table, every major geographical  region reported increased
sales in 1996 over 1995. 

In  the U.S., sales can  fluctuate widely from period to  period due to industry
conditions which are often less predictable and stable than those  found in many
of  the Company's foreign  markets.   Such conditions  are characterized  by the
relative  inexperience of many U.S. companies in translation and localization of
language, as it relates to international business, and clients which  may not be
sophisticated  in  the  nuances  of  marketing  to  foreign  countries  and  the
importance   of  related  language  issues.    These  factors,  along  with  the
unpredictable  timing  and the  nonrecurring  nature of  many  large translation
projects for U.S. companies, contribute to a deficiency of customers who reorder
on a regular basis.  In addition, the entrance into the U.S. market  of European
competitors  trying to expand their revenues, has  had a tendency to depress the
profitability of work performed by the  Company for U.S. clients.  Despite these
factors, U.S.  sales increased significantly from 1995 to 1996, due largely to a
rise in the number and size of projects for existing and new clients, especially
software localization services for companies  in the computer hardware, software
development and training industries.  Much of this increase is due to aggressive
sales and  marketing efforts  initiated late in  1995 and  which have  continued
throughout 1996.

The  increase  in sales  in  Canada  was  due  primarily to  ongoing  aggressive
marketing  and sales efforts, the  procurement of new  large long-term contracts
and increased international  trading.   These increases in  sales have  occurred
despite  continuing economic and political challenges in Canada, which are still
present and which could eventually depress sales if the economy and the strength
of the Canadian dollar decline or if the political situation deteriorates in the
future.

In 1996, sales in Europe  of $18.9 million represented approximately 67%  of the
Company's total worldwide sales and grew by $2.8 million over 1995 sales levels,
or by 17% year over  year.  Sales increased  in every European country in  which
the Company  has offices, except for Germany which experienced a 1% decline from
the prior  year, primarily because of  lower first quarter 1996  results than in
the first quarter  of 1995.   Most of  the increase  in Europe was  a result  of
growth in  the U.K.  (24%  growth rate,  which would  have been  28% absent  the
negative effect of  foreign currency  exchange rate variances).   Together,  the
U.K. and Germany accounted for  over 84% of Europe's total sales in 1996 and 88%
in 1995.

The high  rate  of growth  in sales  in  the U.K.  is  due to  several  factors,
including significantly increased orders  from the Company's largest client;   a
healthy local economy;   the Company's growing reputation for  providing quality
service;   expansion  of sales  efforts in  all offices,  including the  smaller
regional offices  in  the central  and  northern areas  of  Great Britain;    an
experienced and dedicated management and production team which has been in place
for  several years;  the  growing revenues of the London  sales office which was
opened in early 1995;  and the expansion of the Glasgow office in late 1995 when
the Company acquired a local translation company to supplement the  sales of the
existing office in  that city.  Over the long-term,  management expects sales in
the U.K. to continue to grow, but at a smaller growth rate.  The actual rate  of
growth will  depend on many  factors which are  subject to constant  change.  In
particular, sales in this country are greatly dependent upon the number and size
of orders from large clients.

In Germany,  the overall economy grew  at a mild  pace during most of  1995, but
slowed considerably  late in 1995.   This  slowdown has continued  into 1996  as
evidenced by the  unemployment rate which  has increased to  post WWII highs  as
many companies  and industries  have reduced employment.   The first  quarter of
1996 was particularly poor in terms of economic strength.  Due to the effects of
the overall economic  slowdown, the  Company's sales in  Germany decreased  from
1995 to 1996.  As noted earlier, the decrease was 1%, but if the negative effect
of foreign currency  exchange rate variances were eliminated,  a growth in sales
of 5%  would have been reported.   The uncertain economic  conditions in Germany
will undoubtedly have some effect on the Company's ability to grow sales in this
market in the foreseeable future.

In addition to the new London office and the expansion of the Glasgow  office in
1995, the Company opened offices in the Netherlands and in Ireland in late 1995.
These  new offices,  along with  the  investments made  in  human and  equipment
resources in existing offices in recent  years, are expected to help the Company
grow  its revenues  in Europe  as demand  for language  services in  this region
continues to expand.

Sales in Asia of $2.6 million in 1996  grew by 43% over 1995 levels, with all of
this increase  due to actual volume  increases.  The Company  expanded its Asian
presence in 1995 by adding  an office in The People's Republic of  China.  Since
its opening, the  China office has functioned only as  a production facility for
sales made in other offices  of the Company, but  China is expected to begin  to
sell to local companies in 1997 and contribute to the growth of sales in Asia in
coming years.   While Hong Kong's  sales decreased substantially  as an indirect
result of the uncertainty over the impending political changes in 1997, sales in
1996 in Singapore and Korea increased significantly over 1995 levels.

The Company opened an office in  Tokyo in early 1996 which has served  primarily
as a  production facility  for  sales made  elsewhere in  the  Company, and  has
therefore helped other offices sell to new and existing clients which have needs
for Japanese language services.  Management expects this office to begin selling
to  Japanese clients in 1997, which is  expected to help accelerate sales growth
in  Asia in  1997.   Management  also  expects the  increased  demand for  Asian
language services to continue as many Asian countries are experiencing very high
economic growth rates and the interest in Asia from the  business communities in
the U.S., Europe and elsewhere remains high.  

The Company's business can be  impacted dramatically by changes in the  strength
of the  economies of the  countries in  which it has  a presence and  results of
operations are highly influenced by general economic trends.  Moreover, sales --
and profitability -- are increasingly affected by the number and  size of larger
and  more  complicated  projects and  management  expects  quarterly  results to
fluctuate somewhat more widely  in the future than in  the past, because of  the
increasing number of  such projects.   While quarterly  results will  fluctuate,
management  believes the  Company s ability  to capture  increasing sales  in an
expanding market will result in overall long-term growth.

Cost  of services  sold as  a  percentage of  sales of  services has  fluctuated
primarily  as a  result of  competition in  the marketplace  and the  volume and
nature  of direct  production costs of  project sales  in each  year, especially
large  projects covering  several accounting  periods.   While some  relief from
severe  price  competition  has   been  observed  recently,  management  expects
competitive pricing pressures  to continue in the foreseeable future.   Based on
current trends,  pricing pressures are  not expected to  intensify significantly
beyond current levels.  The  Company is continuing its efforts to  contain costs
to offset  the effects of these  pricing pressures.  These  efforts include more
effective  utilization  of the  Company's  proprietary  software on  medium-  to
smaller-sized projects to improve the productivity of translators.

Selling,  general and administrative expenses  increased 18% for  the first nine
months of 1996 over the first nine months of 1995, primarily as a result of high
expenses  in the second quarter of  this year.  The increase  was due to several
factors, including the overall growth of existing offices and the opening of new
offices, including  Tokyo which  incurred a  very high  level of  start-up costs
related to the high cost  of doing business in Japan and the large  size of this
new  office;   increased marketing  and sales  efforts in  all of  the Company's
markets,  including the hiring  of a new  corporate vice president  of sales and
marketing in late 1995 and  the publishing of a significant volume  of new sales
and marketing  materials;   certain costs  related to  reorganizing some of  the
Company's  underperforming offices;    and to  a lesser  extent,  the effect  of
increased corporate overhead costs related to the Company's growth.  

For  the quarter ended September  30, 1996, selling,  general and administrative
expenses decreased marginally from the same quarter in 1995, due in part  to the
favorable resolution  of certain  matters  involving primarily  employee-related
costs and rents (totalling approximately $100,000).  Management expects selling,
general  and administrative  expenses  to resume  an upward  trend in  the final
quarter of 1996  as compared to the third quarter of 1996 and the fourth quarter
of 1995, due to the overall growth of the Company.

Development costs  were $60,000 for  the three  months ended September  30, 1996
compared to  $49,000 for  the three months  ended September 30,  1995.   For the
first nine months of 1996, development costs were $142,000, compared to $131,000
for the same period in 1995.  Development costs are related to the upgrading and
expansion of  the Company's proprietary language  translation software developed
in the early years of the Company's existence, as well as efforts related to the
development  and  expansion of  the  Company's online  language  service product
offering.  The Company expects future development costs to increase somewhat (as
compared to both 1995 and 1996 levels), most notably because of the requirements
related to online services, including the Internet.

Fluctuations  in  the  amount  of goodwill  amortization  resulted  from foreign
currency exchange rate fluctuations from year to year. 

Net interest expense for  the first nine months of 1996  was $101,000, which was
$59,000 less than for the same period in 1995, and there was a similar reduction
of  interest expense  for the  third quarter  of 1996  as compared to  the third
quarter  of  1995 ($40,000  compared to  $55,000).   The  decreases were  due to
reductions in the Company's overall debt levels, most  notably the conversion of
$243,000 of debt to an affiliate  to convertible Preferred Stock in August 1995.
While interest expense in future periods is expected to increase marginally over
recent levels as the Company has increased its long-term debt to finance certain
equipment purchases, such increases are not expected to be significant.

The  U.S. parent  company and each  of its  subsidiaries are  separate legal and
taxable  entities subject  to  the  domestic  or  foreign  taxes  pertaining  to
operations in their respective jurisdictions.  For tax purposes, the U.S. parent
company and most of its subsidiaries have unused net operating losses from prior
years  which can  be utilized  to  reduce future  years  taxable  income of  the
respective entities.  The availability of these net operating losses is governed
by  applicable domestic  and foreign tax  rules and  regulations, some  of which
limit the utilization  of such losses due to minimum  tax requirements and other
provisions.    Income tax  expense as  presented  in the  Consolidated Financial
Statements represents the combined income tax  expense and income tax credits of
each of the entities of the Company.  

After  consideration of  the effect  of  the utilization  of net  operating loss
carryforwards, income tax expense was $178,000 for the first nine months of 1996
($30,000 for  the third quarter), compared to $130,000 for the first nine months
of 1995 ($70,000 for the  third quarter).  Fluctuations in the amount  of income
taxes arise primarily from the varying  combinations of income and losses of the
Company's subsidiaries  in the various  domestic and foreign  tax jurisdictions,
including the utilization of  net operating loss carryforwards in  many of these
jurisdictions.

LIQUIDITY AND SOURCES OF CAPITAL

For the first nine months of 1996, the Company had a net positive cash flow from
operations of approximately $1,190,000  compared with a positive cash  flow from
operations in the first  nine months of 1995 of $560,000.  In 1996 and 1995, the
Company's  investing  activities  consisted  primarily  of  the  acquisition  of
equipment needed  to  maintain  or  upgrade production  capability.    Financing
activities for both periods  consisted primarily of fluctuations in  the amounts
utilized  under bank  lines of  credit  used to  finance  the Company's  working
capital  needs,  and  in  1996,  increases in  long-term  debt  to  finance  the
acquisition of equipment needed for new and expanding offices.
 
As  of  September  30,  1996,  the  Company's  cash  and  cash equivalents  were
approximately  $1,645,000 representing  an  increase  of approximately  $600,000
during the  first nine months of 1996.   At September 30,  1996, the Company had
working  capital of approximately $2.8  million, compared to  working capital of
approximately $2.2 million at December 31, 1995.

The  Company's primary  working capital  requirements relate  to the  funding of
accounts receivable.   The Company funds some of its  working capital needs with
various lines of credit with banks in Canada, the U.K., Germany and Spain.  Most
of the lines  of credit are secured  by accounts receivable and  other assets of
the respective subsidiaries.   As of September 30, 1996,  the Company had unused
amounts  under these  lines of credit  of approximately  $800,000.   The Company
believes  that the  available amounts  under these lines  of credit,  along with
current  working capital,  are sufficient  to fund  the Company's  operations at
current levels as well as enable the  Company to grow at a modest level  without
seeking  significant  new sources  of  capital.   Most of  the  Company's credit
facilities are  subject to annual  renewals and the  Company expects them  to be
renewed on substantially the same terms as those which currently exist.  Some of
the banks which have loaned funds to the Company's subsidiaries under the credit
facilities noted above,  have placed certain limits on the  flow of cash outside
the respective countries.  Such limitations have not been an undue burden to the
Company  in the  past, nor  are they  expected  to be  unduly burdensome  in the
foreseeable future. 

The  Company has  no present significant  commitments for  capital expenditures,
which generally  consist of computer  equipment and related  peripheral hardware
and software.  A  lesser but increased portion of  expenditures in 1996 was  for
office  furniture to  equip new  and growing  offices.   Likewise, the  level of
capital additions in 1996 increased significantly from 1995 due to expansion  of
existing  offices and  new offices  opened in  late 1995 and  in 1996.   Capital
expenditures in future  periods are  expected to vary  according to the  overall
growth  of the  Company.   The  Company plans  to acquire  and place  additional
translation services  workstations  in its  offices  in connection  with  future
orders  from customers,  as such orders  are received.   The  Company expects to
continue  to finance a certain portion of future equipment costs through various
bank and leasing sources.  

While there are no material current commitments, the Company may open additional
offices  in  strategic locations  worldwide,  as  customer  demands dictate  and
opportunities arise.   The  costs  to open  most offices  in  recent years  have
generally   not  been  substantial  and  have  been  primarily  related  to  the
procurement of computers and other translation-related equipment and, in certain
instances,  for office  premises.   The Tokyo  office was  an exception  to this
general situation, due both to the larger  size of this office and the high cost
of doing business in Japan.  The costs of any additional offices to be opened in
the future can  also be expected to  vary based on  size and location and  could
require certain amounts of cash beyond what can be generated through operations,
depending on profitability.

The Company believes it has the ability to issue additional equity securities if
necessary, but does not  currently have any firm plans to do so.  In past years,
the  Company has  relied on major  shareholders of  the Company  to fund certain
obligations, but the Company does not anticipate using this source of capital in
the foreseeable future. 

Management  believes that current working capital and available lines of credit,
together  with management s expectations of increased revenues and ongoing plans
to control expenses, will enable the  Company to meet its financial  obligations
during 1996 and into 1997.  It is more difficult to assess cash flows throughout
1997 and beyond and the ability  of the Company to meet its  commitments without
additional  sources of capital is  directly related to  the Company's operations
providing a positive cash flow.  Should the Company's operations fail to provide
adequate funds to enable it to meet its future financial obligations, management
has the option,  because of the Company's organizational structure, to cut costs
by  selectively eliminating operations which are not contributing to the Company
financially.

Inflation  has  not  been a  significant  factor  in  the Company s  operations;
competition, however, has been and is expected to remain a major factor.  To the
extent  permitted by competition and general economic and market conditions, the
Company will pass on increased costs  from inflation and operations to customers
by increasing prices.

Due  to prior years' operating losses, the  Company and many of its subsidiaries
have  net operating loss carryforwards available to offset future taxable income
in  the various  countries in  which the  Company operates.   As  a  result, the
Company historically has  not had significant  income tax liabilities  requiring
the expenditure  of  cash.    Due to  currently  available  net  operating  loss
carryforwards,  the Company expects this  general trend to  continue through the
balance of 1996 and for several years into the future.  Substantially all of the
Company's  deferred  tax assets  at September  30,  1996 were  comprised  of net
operating loss carryforwards for which the Company has provided allowances.  The
ability  of the  Company to utilize  these loss  carryforwards in  the future is
dependent  on profitable  operations  in the  various  countries in  which  loss
carryforwards  exist  and  the  specific  rules  and regulations  governing  the
utilization  of such  losses, including the  dates by  which the  losses must be
used.

CAUTIONARY STATEMENT

The statements in  this Management's  Discussion and Analysis  that are  forward
looking, including for example, information about future sales growth in various
countries  in future  periods,  are based  on  current expectations  and  actual
results may differ  materially.   Forward looking statements  contained in  this
Management's Discussion  and Analysis  involve numerous risks  and uncertainties
that  could cause  actual  results to  be  materially different  from  estimated
results.  Such risks  and uncertainties include, among many  others, fluctuating
foreign currency exchange  rates, changing  levels of demand  for the  Company's
services,  the effect of changing  general economic and  political conditions in
all of the various countries in which the Company has operations, and the impact
of competitive services and pricing.  As a result,  no assurance can be given as
to future results.


PART II:  OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)     The following exhibits are included herein:

        11  Statement Re: Computation of Per Share Earnings
        21  List of All Subsidiaries of the Company
        27  Financial Data Schedule

(b)     The Company has filed the following reports on Form 8-K during the
        three months ended September 30, 1996.

Date of                             
Report     Item Reported                                         
                       
07/30/96   ALPNET Announces Record Second Quarter 1996 Results


                                   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.


                                   ALPNET, INC.
                                   Registrant

Date:  November 11, 1996           \s\  Thomas F. Seal                         
                                   Thomas F. Seal
                                   President and Chief Executive Officer

Date:  November 11, 1996           \s\  D. Kerry Stubbs                         
                                   D. Kerry Stubbs
                                   Chief Financial Officer